SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) November 10, 1997


                                 BAHUI USA, INC.
             (Exact name of registrant as specified in its charter)

                               A.G. Holdings, Inc.
                                  (Former Name)

                                   Washington
                 (State or other jurisdiction of incorporation)


               0-23180                                               91-1253514
(Commission File Number)                       (IRS Employer Identification No.)


45110 Club Drive, Suite B, Indian Wells, California                    92210
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code               760-360-1042


































<PAGE>



Item 1.  Change in Control of Registrant.
Item 2.  Acquisition or Disposition of Assets.


OVERVIEW

            Bahui USA, Inc., formerly A.G. Holdings Inc.(the "Company" or "Bahui
USA"), is  incorporated in the State of Washington.  The Company has 100,000,000
shares of common stock  authorized,  of which  15,000,000  shares are issued and
outstanding.  Bahui USA recently  acquired a Hong Kong  corporation  named Green
Bamboo Ltd., which owns 65% of Jiangyin Zhiye Real Estate Co. For the year ended
1996, Jiangyin Zhiye Real Estate Co earned $5,300,000, which results in $.35 per
share  earnings  for Bahui USA  shareholders.  The  Company is  developing  over
2,259,500  sq. ft of space at an estimated  resale value of over $150 million in
various stages of development at the present time.


         Bahui  USA's  subsidiary  is  a  developer  of  large  residential  and
commercial high rise real estate projects in China.  This subsidary has a record
of earnings which are expected to continue.

         Currently Bahiu's subsidiary has eight projects under development which
have a combined value in excess of  $150,000,000.  Historically  the residential
units  have  always  been  sold  and  the  commercial  space  rented,  prior  to
completion. Bahui expects that pattern to continue.

         Bahui USA's gives  investors the comfort of investing in a regulated US
public company, in US dollars, while participating in the Chinese building boom.

         Bahui USA Inc.  corporate  headquarters  are  located in Indian  Wells,
California  and  is  staffed  by  experts  in  financial  reporting,   corporate
compliance,  and investor  relations.  Bahui's  operations  office is located in
Jiangyin, China, where the Company employees are experienced in economics, urban
planning, engineering, construction, finance, marketing and leasing.

OFFICERS AND DIRECTORS

            Meng Gui Xing is the CEO of Bahui U.S.A. and the Chairman of the 
Board.  He
was educated at Zhongshan University in China where he graduated with a masters
 degree in
economics.  Mr. Meng began his career as the general manager of Fai Tat
 Industrial where he
developed a 215,000 sq. ft and a 538,000 sq. ft residential and commercial
 building project,
with a combined value in excess of $24 million dollars.  Later Mr. Meng became 
associated
with the Zhuhai Jiangyin Industrial & Trade Company where he developed a $25
 million
residential building project.

         In 1993 Mr. Meng organized the Jiangsu Bahui Group which has grown into
a major developer of urban residential and commercial projects.  The Company has
developed  3,335,600 sq. ft of buildings in the cities of Zhuhai,  Zhongshan and
Shenzhen, valued in excess of $215 million dollars.

                                                         2

<PAGE>




         Robert Filiatreaux is the President of Bahui USA and a member of its 
board of
directors.  Mr. Filiatreaux has been engaged in international business for the 
past 27 years. He
received a degree from the University of Wisconsin served three years with the 
US Air Force.
Mr. Filiatreaux worked for over 20 years in various executive capacities in
 sales and
marketing for US companies doing business in foreign countries.  Mr. Filiatreau
 has worked
in over 55 countries.

         Randall Baker is the Chief Financial Officer of Bahui USA and is a
 member of its
board of directors. After discharge from the United States Navy, Mr. Baker began
 his
investment career with the Pacific Coast Stock Exchange.  After leaving the
 stock exchange,
Mr. Baker worked in the securities industry, including twenty years with  Wm.
 Mason &
Company of Los Angeles, where he served as its Executive Vice President.  Mr.
 Baker was
responsible for data systems, trading, personnel, and client liaison.  Mr. Baker
 has served as
the compliance officer for two public companies.


DEVELOPMENTS

         Bahui USA  targets  prime  urban  real  estate in areas  classified  as
"downtown zones" for it's multi-purpose projects. Bahui USA's projects typically
involve high rise construction  with a combination of residential,  professional
office suites,  retail shops,  restaurants and theater complexes.  The Company's
projects are historically  "Sold Out" or "Leased Out" prior to the completion of
construction.  One of the Company's  major  strengths is its ability to fund all
projects internally, eliminating most interest costs and the risk foreclosure.

         A majority of Bahui USA's  competitors  opt for development on raw land
located  on the  urban  fringes  of  major  cities  and  suburban  zones.  These
competitors rely heavily on external debt financing and see vacancy rates of 40%
or greater upon project  completion  due to  incomplete  strategic  planning and
uncertain demographics. Bahui USA uses a population core approach by identifying
5-7 central city blocks in an average size  project  where demand far  outweighs
available  supply of residential  and commercial  vacancies.  After  preliminary
evaluation  and  planning,  Bahui  moves  forward  with  purchase  of the target
property   relying   solely  on  it's   internal   capitalization   and  funding
capabilities.  Once the land is purchased and  construction is initiated,  Bahui
collects  deposits of 30% from  purchasers,  which provides  sufficient  cash to
complete the project.

         On all  projects,  after the Company  purchases the land and before the
start of construction,  the Company relocates  displaced families and commercial
entities completes  demolition of existing structures,  excavation,  grading and
the  installation  of  infrastructure  requirements  such  as  power  utilities,
telecommunications service, water, sewer amenities.

         Concurrently  Bahui  organizes and administers all phases of permitting
and inspection with regulatory agencies within the project's jurisdiction. Bahui
further uses it's management and administration  expertise in project management
and project tracking to coordinate relationships with architects,  design firms,
vendors,  suppliers,  civil engineers,  electrical engineers,  contractors,  sub
contractors and Bahui's own internal work force of approximately 315 employees.

                                                         3

<PAGE>






THE CHINA MARKET

         With more than one-fifth of the world's  population and an economy that
has been  doubling in size every eight years,  China is emerging as the economic
motor of the Asia Pacific, with growing political significance.  What happens in
China will be relevant to the economic health of all major trading countries and
to virtually every issue of the global community.

         China's  economy has  quadrupled in size since  economic  modernization
became the  hallmark  of Chinese  government  policy in 1978.  With  current GDP
standing  at about $750  billion,  the  country is  already  the  eighth-largest
economy in the world,  even before resuming full sovereignty over Hong Kong this
year.  Annual growth is averaging 9 per cent, the world's fastest growth rate in
the last decade.  This growth is projected to continue at a similar rate, and by
early in the next  century  China is  predicted  to become the  world's  largest
economy.

         China's  internal  restructuring  is gathering  momentum.  The economic
reforms that began in the late 1970s were the catalyst for  redefining  the role
of the state in China - a  redefinition  that has  gathered  momentum  since the
early  1990s.  The  central  tenet  of  China's  economic  reforms  was  that of
increasing economic growth,  productivity,  diversity and efficiency through the
application of market mechanisms.

         In  commerce,   industry  and  service,   the   non-state   sector  has
demonstrated  tremendous  growth,  while  the  state  sector  has  continued  to
stagnate.  The financial sector is also now undergoing a  transformation  as the
state gradually backs out of direct involvement.

         Foreign investment in China continues to grow. China has become a major
destination  for foreign direct  investment,  with annual flows  increasing from
US$4 billion in 1990 to more than $38 billion in utilized foreign  investment by
the end of 1995.  Hong  Kong and  Macao  remain  the  major  source  of  foreign
investment  into China,  with  nearly 60 per cent of the total,  while the U.S.,
Japan and Taiwan  each  represent  about 8 per cent of the total.  Industry  has
captured  more than 50 per cent of the  investment,  followed by real estate and
utilities  at 30 per  cent.  Most  investment  to date has been  focused  in the
coastal regions, and the government is now strongly encouraging  investment into
the interior.

         China's foreign trade has outperformed the world average by a factor of
more than two.  China's  imports have grown from under US$12  billion in 1978 to
more than US$132  billion by the end of 1995,  while its exports have  increased
from under US$10 billion to US$149 billion.

         China's  commitment to pursue  further  economic  reform should sustain
high growth and continue to generate promising opportunities.  While the central
government  in Beijing  continues  to  exercise  a  paramount  role in  economic
leadership and setting  priorities,  China should also be viewed as a collection
of distinct regional markets differentiated by geography,  culture and dialects,
economic structure, level of development and growth prospects.

                                                         4

<PAGE>




         Project management and engineering  services are needed for the complex
residential  and industrial  construction  planned in Hong Kong and South China,
which can now be considered one market with respect to the use of higher-quality
building products and services.

         Just 10 years ago,  there were no office  buildings and  apartments for
rent in China.  At that time,  many  foreign  and  domestic  businessmen  set up
offices  in  hotel  rooms,  and  lived in  hotels  as home  for  years.  Massive
construction  of commercial and  residential  buildings  started in 1990, and it
will continue for decades as China  redevelops  decaying urban areas with modern
residential and commercial development.

         According to the State, the real estate sector witnessed a growth trend
during  the  Eighth  Five-Year  Plan  period,  with the  volume  of  investments
increasing on an annual basis. The growth rate of investment in 1995 was roughly
the same as the 41.3 percent recorded in 1994.

         China's real estate investment environment has improved considerably in
recent years.  Centralized government control has led to the elimination of less
competitive  real  estate  companies,  while  powerful  enterprises  with  ample
financial resources,  including many foreign-funded enterprises,  have continued
to develop.  This favorable environment is highly beneficial to powerful Chinese
and foreign  companies  alike.  It is this climate that Bahui USA has identified
and capitalized on for it's current and long term growth.

         China's  efforts to create a real  estate  market is a  development  in
recent years that has been  attracting  attention  from  international  business
community.   In  December  1987,  under  the  hammer  of  an  auction  with  the
participation of foreign companies,  the first piece of land in Shenzhen Special
Economic Zone was granted for consideration to a local company. This transaction
was a historical breakthrough and marked the beginning of the land reform system
in China.  Within a short period since then, China has been evolving into one of
the nations with the fastest growing real estate market.  Real estate investment
in China is becoming a popular investment for domestic and foreign investors

         China's  industry has rebounded  from its stagnant  period in the early
1990s  and  ushered  in a new  round of  sound,  speedy  and  sustained  growth,
according  to a report  recently  released by China's  State  Statistics  Bureau
(SSB).

         The report  predicted  that  China's  industry in the years ahead is to
keep its current development  momentum.  Thanks to the improved supply of energy
and raw materials and the stable  investment and  consumption  markets,  China's
industry in remaining years of the Ninth Five-Year Plan (1996-2000)  period will
stay on its current  fast track.  The  contribution  of China's  industry to the
gross domestic product is expected to be further increased.

         The report  said that its  development  in the past five years could be
divided into three phases.  The industry  recorded fast growth in 1992 and 1993.
The added values of China's industry in the two years posted  respective  growth
of 21.2 percent and 20.1  percent.  The overall  industrial  output value raised
24.7 percent and 27.3 percent respectively.


                                                         5

<PAGE>



         The Chinese  government in 1994  introduced a series of reform measures
in such key fields as finance,  taxation,  foreign exchange and investment.  The
industrial  growth  rate in the year  dropped to 18.9  percent  while the output
value kept a high increase of 24.2 percent.

         The  industrial  growth in the  ensuing two years  further  slowed down
owing to the relatively tight macro-economic  situation. The added values in the
two years moved up 14.3 percent and 12.5  percent and the output  values rose by
20.3 percent and 16.6 percent.

         The industrial  scale in the past five years swelled  markedly.  By the
end of 1996,  China had total  industrial  assets worth 8,573 billion yuan.  The
added values of industry in the year totaled 2,908 billion yuan;  the industrial
output value, 9,959 billion yuan; and taxes, 519.7 billion yuan.

         China's  industrial  structure also witnessed  profound  changes in the
period.   The  proportion  of  industrial  assets  and  output  values  held  by
non-state-owned  industrial  enterprises  steadily  increased.  According to the
report,  the  proportion  of  state-owned  industrial  assets and output  values
dropped  from 74.4  percent  and 56.2  percent in 1992 to 56.2  percent and 28.5
percent in 1996.

         The  state-owned  sector,  however,  has  still  held  the  controlling
position among the sectors of strategic  significance for the national  economy,
including oil and natural gas exploration,  coal mining,  electricity generation
and  ferrous  and  non-ferrous  industries.   According  to  the  report,  small
industrial  enterprises  became more active and played  more  important  role in
China's industry. But large- and medium-sized enterprises were still the pillars
of the industry.

         The report indicated that the state enterprise  reform in the past five
years has been accelerated.  The State Council, the country's cabinet, and other
economic  decision-making  departments introduced a series of measures,  such as
enterprise  restructuring,  formation of enterprise  groups,  trial operation of
enterprise  bankruptcy  and  merging,  so as  to  decentralized  the  enterprise
management and hone its competitive edge in the market.

         The report  predicted  that  China's  industry in the years ahead is to
keep its current development  momentum.  Thanks to the improved supply of energy
and raw materials and the stable  investment and  consumption  markets,  China's
industry in remaining years of the Ninth Five-Year Plan (1996-2000)  period will
stay on its current  fast track.  The  contribution  of China's  industry to the
gross domestic product is expected to be further increased.

         Due to Bahui USA's intimate  knowledge and historical  expertise of key
personnel in prior positions in the State  government,  a strategy was developed
and  implemented  to ensure a  competitive  edge over many  foreign and domestic
competitors  particularly  in the largest  market  region,  the  Yangtze  Delta,
anchored on Shanghai.

         Structural  changes in recent years have unleashed two powerful  forces
in China: the inherent  productive capacity of the largest country in the world;
and, in parallel,  an unceasing drive towards higher standards of living.  These
forces are largely  being  played out in a  rapidly-expanding  network of large,
medium and small size cities located in strategic,

                                                         6

<PAGE>



urbanizing  regions.  In just two decades,  China has become the world's largest
urban nation: despite official figures that suggest only 28.6% of the population
lives in cities, using more universal  definitions of what constitutes a "city",
and  including  the  burgeoning  suburban  and  urban  areas in  which  most new
industries are now locating,  China's urban population is around 40%. This means
that there are  approximately  460 million urban  consumers in the country.  The
World Bank estimates  that more than 50% of the population  will become urban by
2010 at the latest.  The  implications of this  urbanization  trend for American
investors  and  exporters  are  far-reaching:   consumer  markets  are  becoming
concentrated as never before in China's history,  and the rapid shift from rural
to urban living will demand a wide range of products and services that represent
concrete commercial opportunities for both domestic and foreign firms.

         One  of  three  provincial-level  cities  in  China,  Shanghai  is  the
country's  largest  urban  center with a  permanent  population  approaching  13
million and a "temporary"  population of approximately 3 million.  Almost 80% of
Shanghai's  population is concentrated  in the 254 square  kilometer (km2) urban
zone of the municipality which,  together with 9 rural counties,  covers an area
of 6,340 km2. Including  temporary  residents,  Shanghai has an urban population
density of just under 50,000 inh/km2, making it one of the densest cities in the
world. The municipality's population is expected to continue to grow to at least
17  million  people by the year 2000,  in large part due to a growing  number of
rural migrants seeking employment in China's most important industrial base, its
largest port, and its major center of commerce, trade, finance and science.

         Shanghai is now  undergoing a process of rapid,  unprecedented  change.
The  main  entrepot  city  in all of  Asia in the  early  part of this  century,
Shanghai  suffered  greatly during the Japanese  occupation and civil war. After
Liberation  it was left to  atrophy  both  because of its  symbolic  role as the
pre-Communist hub of foreign  capitalism,  and because of its strategic exposure
to  military  attack by  "foreign  imperialists".  As China's  economy  began to
develop,  Shanghai slowly  re-attained  its function as the country's  principal
industrial  city, but it had lost its  international  role in finance and trade.
The  present  course of  development  under  market  reforms is seeing  Shanghai
rapidly re-establish that role.

         Crucial to Shanghai's  continuing  economic  development  is the recent
recognition by both  municipal and  State-level  authorities  that the city must
consolidate  three  major  economic  functions  by the turn of the  century:  as
China's principal  financial city providing access to what is expected to become
the world's  tenth  largest  trading  nation by the end of this  decade;  as the
economic  powerhouse,  or "dragon's head", of the country's  largest  integrated
economic  region now emerging in the 6000 km. long Yangtze River Basin (in which
just  under  one-third  of  China's  population  produces  more  than 50% of the
country's industrial and agricultural  output); and as the major economic anchor
in the Yangtze  Delta  Region in which 193 million  people (16% of the  national
population) produce more than 40% of China's industrial output.

         Shanghai is the most  cosmopolitan  city in China. Over 800,000 foreign
tourists  visited  Shanghai  in 1993,  and  generated  around US$ 825 million in
foreign exchange. Actual direct foreign investment in 1993 amounted to US $ 3.16
billion, more than half of the total actual foreign investment in Shanghai since
reforms began in China in 1978 3). The volume of

                                                         7

<PAGE>



foreign  investment in Shanghai,  and its share of overall  investment in China,
has continued to grow since then.

         The urban area of Shanghai, known as "Puxi" (pronounced - interestingly
- as pushee),  essentially  occupies  the west bank of the  Huangpu  River which
flows into the Yangtze  River  upstream  from the city.  The city has  generally
developed  along an east-west  corridor  anchored on the historic  "Bund" on the
Huangpu  River  front.  The  central  business  core,  and  the  larger  central
commercial area, generally  correspond to the French,  British and International
areas of  Shanghai  prior to  Liberation  in 1949.  There  are  three  principal
east-west  axes:  Nanjing Road (the major one) stretching from the Huangpu River
as far as the  international  airport in Hongqiao to the west; Yanaan Road which
veers off from  Nanjing  Road in the west and now  empties  out into the planned
Lujiazui  Financial  Services  District in Pudong through a cross-harbor  tunnel
near the  southern  portion of the Bund;  and Huaihai  Road which is primarily a
retail street.

         Pent up  demand,  the  opening  of the  urban  land  market,  and large
infrastructure   projects  are  causing  major  redevelopment  in  Puxi.  Entire
neighborhoods  are being  cleared to make way for new office  buildings,  retail
facilities,  and elevated  expressways  to support  Shanghai's  tertiary  sector
growth. Once quaint streetscapes, built in the early part of this century during
the city's heyday as a foreign  enclave,  are being replaced by high-rise towers
and retail  podiums.  Although key heritage sites are  protected,  including the
historic Bund area, the urban fabric of dense, low-rise neighborhoods is rapidly
being  transformed.  Over 300,000 households have been resettled in the past few
years to make way for redevelopment  projects,  and government officials predict
at least as many will need to be relocated  by the end of this decade,  often to
suburban districts.

         Shanghai is spending heavily to tackle its transport and infrastructure
constraints;  about 43% of its GDP was invested in fixed asset  construction  in
1993, the highest rate of investment of any of China's provinces on a per capita
basis. The major multilateral  development banks are supporting Shanghai's urban
construction  with over US$ 2 billion in loans since the late 1980s.  Some large
bilateral  agencies are also working in Shanghai,  such as Japan's OECF which is
providing aid for the planned new international airport in the Pudong New Area.

         Shanghai  is the  core  of the  Yangtze  Delta  Region  which  includes
Jiangsu,  Zhejiang and Anhui Provinces.  There are 193 million consumers in this
region on a land base half the size of  Alberta,  Canada.  This is more than the
population of Indonesia,  three times the  population  of the  Philippines,  and
three and a half times the consumer base of Thailand.  At an average  population
density of 530 people per square kilometer, the Yangtze Delta is one of the most
concentrated markets in the world.

         Recent economic growth in the Yangtze Delta Region has been faster than
in most of the Asian Tiger economies at any time during the past two decades. So
far this decade the average annual real GDP growth rate in the Yangtze delta has
been almost double that in the "Tiger"  economies of Taiwan and South Korea, and
over two  percentage  points  higher than in Thailand  and  Malaysia.  The major
dynamo of the Yangtze Delta Region is a dense urbanizing  corridor of 76 million
consumers stretching 600 km. from Nanjing to Shanghai, Hangzhou

                                                         8

<PAGE>



and Ningbo.  At current growth rates, this megalopolis will have a population of
more than 90 million people in ten years time.

         The Delta's economy in 1993 was already the size of Indonesia's, larger
than Thailand's,  and almost 40% of South Korea's.  Fully one quarter of China's
increased  economic  production between 1990 and 1993 was created in the Yangtze
Delta, compared to 20% in the Bohai Gulf provinces of Liaoning, Hebei, Shandong,
Beijing  and  Tianjin,  and 13% in  Guangdong.  Although it holds 16% of China's
population,  the Yangtze Delta generated almost 40% of its industrial production
value in 1993; the value of industrial output tripled in real terms from 1990 to
1993.  Even though this  industrial  growth is expected to moderate  somewhat in
coming years,  the value of  industrial  output in the Yangtze Delta Region will
likely grow in real terms to six or seven  times its  present  level by the year
2005.   Most  of  this  growth  will  occur  in  the   Nanjing-Shanghai-Hangzhou
megalopolis that is expected to account for 80% of all industrial  production in
the Yangtze Delta in ten years time.

 
         Despite  its  recent  growth,  it will  clearly  take some time for the
Yangtze Delta Region to reach the purchasing  power of other more affluent Asian
economies. However, this may be happening much faster than anywhere else in East
Asia during the past two decades.  For example,  from 1990 to 1993, average bank
deposits  in the  Yangtze  Delta  rose  by 70% in  real  terms;  in the  Yangtze
megalopolis,  the value of deposits grew by 80%. Some estimates place per capita
GDP in strategic parts of the Yangtze Delta Region, on a purchasing power parity
basis,  at around US$ 2,000,  about 50%  higher  than for China as a whole.  Per
capita  production  and incomes in parts of the Yangtze  Delta  megalopolis  are
quickly approaching those in Thailand.  A prosperous middle income population is
emerging in strategic parts of the Delta with a buying power  previously seen in
China only in Shenzhen, adjacent to Hong Kong.

         The industrial  structure of the Yangtze Delta Region will change quite
dramatically with the completion of major inter-city  highways,  starting at the
end of next year. By the end of this decade,  industries  locating in the middle
of the Yangtze Delta  megalopolis  will have quick and easy access to four major
ports.  No other part of coastal  China,  including  Guangdong,  will be able to
offer  such  a  range  of   competitive   international   distribution   options
CHANGEpOFvAUDITORS:ess to a navigable waterway as long as the Yangtze River, and
a captive  domestic  market of 450 million  people within its basin.  Bahui USA,
Inc.  replaced its former auditor,  Pritchett,  Siler & Hardy of Salt Lake City,
Utah with Koo,  Chow & Company of Los Angeles,  California  90012.  Koo,  Chow &
Company  is an  international  accounting  firm  with  offices  in Los  Angeles,
California  and Shanghai,  China.  They are  bilingual in English,  Mandarin and
Cantonese.  They are authorized to practice in both China and the United States.
See Item 4.


CHANGE OF TRANSFER AGENT:

Bahui USA, Inc. replaced its transfer agent TransSecurities International with
 Executive
Registrar & Transfer Agency, Inc.- at 3145 W. Lewis Ave.#200, Phoenix, AZ 85009.

CONTROL OF THE COMPANY

         As of November 28, 1997, of the 15,000,000 shares outstanding, Mr. Meng
Gui Xing owned 10,500,000 shares outright and 300,000 shares as trustee.




Item 4.  Changes in Registrant's Certifying Accountant.

         1.       (i)       The Registrant changed independent accounting firms 
from Pritchett,
Siler & Hardy P.C. ("PSH") to Koo, Chow & Company on or about November 28, 1996.

                  (ii) The  report  by PSH on the  financial  statements  of the
Registrant dated June 25, 1997,  including a balance sheet as of April 30, 1997,
 and 1996 and the statements of operations,  cash flows and statement
of changes in  stockholders' equity for the years ended April 30, 1997 and 1996,
  did not
contain an adverse  opinion or a  disclaimer  of opinion,  or was  qualified  or
modified as to uncertainty,  audit scope or accounting principles,  except for a
statement as to the going concern nature of the Registrant.

                  (iii) During the period  covered by the  financial  statements
through  the  date  of  resignation  of the  former  accountant,  there  were no
disagreements with the former accountant on any matter of accounting  principles
or practices, financial statement disclosure, or auditing scope or procedure.

                  A  letter  from  the  former  independent  accountant  for the
Registrant is attached as an Exhibit to this Form 8-K.


                                                         9

<PAGE>



         2.       On November 28, 1997 the Registrant engaged Koo, Chow & 
Company as its
new independent accountant.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)(b)  The  required  financial  statements  and pro  forma  financial
information  is  unavailable  as of the  date  hereof  and  will be filed by the
Registrant  pursuant to the requirements of the Securities  Exchange Act and the
rules and regulations  promulgated  thereunder within 60 days of the date of the
event reported herein. The Registrant provides the following unaudited financial
information.

         (c) Exhibits
                  2.1       Agreement and plan of reorganization between the
 Company and Meng
                            Gui Xing.

                  16.1      Letter from Pritchett, Siler & Hardy P.C., former 
principal accountant
                            for the Registrant.  To be filed by amendment.


                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:            November 28, 1997                           BAHUI USA, INC.


                                               By:      /s/ Robert Filiatreaux
                                                              Robert Filiatreaux
                                                                       President


                                                        10

<PAGE>
<TABLE>
<CAPTION>



                       JIANGYIN ZHIYE REAL ESTATE LTD. CO.

                 BALANCE SHEET FOR YEAR ENDED 1994 / 1995 / 1996

                                            YEAR                       YEAR                      YEAR
                                            1994                       1995                      1996
                                            USD                        USD                       USD
ASSETS
Current Assets

<S>                                 <C>                       <C>                    <C>     
Cash on Hand                        5,245.99                  2,581.08               5,383.83
Cash in Bank                            132,207.50                172,604.76       142,278.00
CASH                                    137,453.49                175,185.84               147,661.83

Accounts Receivable (CHQ) 1,330,444.90                          1,166,346.00             1,252,884.00
Accounts receivable                   3,053,192.00              3,581,509.21             3,304,137.58
Prepayment                            1,199,199.14              1,283,962.15             1,371,404.70
Other Receivable                        532,143.37                451,910.63               513,774.65
Inventories                           5,143,400.27              5,672,408.06             6,082,979.80

TOTAL CURRENT ASSETS                 11,395,833.17             12,331,321.89            12,672,842.56
                                    -----------------------------------------------------------------

FIXED ASSETS
Cost                                  8,608,760.23              9,050,783.67             9,908,672.10
Less Depreciation                     1,120,573.68              1,723,186.41             2,325,802.67
Total Fixed Assets                   7,488,186.55              7,327,597.26              7,582,869.43

TOTAL ASSETS                       $18,884,019.72            $19,658,919.15            $20,255,711.99


LIABILITIES & CAPITAL

Current Liabilities
Accounts Payable (CHQ)                  653,405.60                333,509.84               607,460.09
Accounts Payable                      2,502,821.00              3,421,205.40             2,988,973.80
Payments in Accrual                   1,345,187.90              1,129,421.86             1,279,304.71
Other Accounts Payable                  480,676.76                424,109.24               448,355.64
Welfare Payable                           8,998.69                 14,307.14                16,682.75
Tax Payable                             442,367.20                397,585.81               437,464.30
Other Tax Payable                        13,129.50                 15,359.20                 8,445.65
                                     ----------------------------------------------------------------
TOTAL CURRENT LIABILITIES 5,426,586.65                          5,735,498.49             5,786,686.94
                         ----------------------------------------------------------------------------

CAPITAL

Capital                               12,310,00.00             12,310,000.00            12,310,000.00
Retained Earnings                     1,147,433.07              1,613,420.66             2,159,025.05
                                    -----------------------------------------------------------------
TOTAL CAPITAL                        13,457,433.07             13,923,420.66    14,469,025.05
                                    ---------------------------------------------------------

TOTAL CAPITAL AND
   LIABILITIES                       18,884,019.72             19,658,919.15            20,255,711.99

</TABLE>
<TABLE>
<CAPTION>

             PROFIT & LOSS STATEMENT FOR THE YEAR DECEMBER 31, 1996

                                            YEAR                       YEAR                      YEAR
                                            1994                       1995                      1996
                                            USD                        USD                       USD


<S>                                  <C>                       <C>                      <C>          
SALES REVENUE                        63,964,523.68             76,428,661.66            90,499,779.63

Less:
Cost of Services Rendered
  Cost of Merchandise                52,130,684.80             62,497,960.41            74,302,824.47
  Sales Expenses                        959.483.35              1,103,389.60             1,246,828.75

                                                        11

<PAGE>



  Selling Tax & Others                3,518,048.80              4,203,576.38             4,977,487.89
                                    -----------------------------------------------------------------
                                     56,608,216.95             67,804,926.39            80,527,141.11
                                    -----------------------------------------------------------------

GROSS PROFIT                         $7,356,306.73             $8,623,735.27             $9,972,638.52


Less:
Management Fee
  Entertainment                         129,778.75                150,543.35               190,014.89
  Others                              1,154,615.38              1,326,510.77             1,523,366.89
                                    -----------------------------------------------------------------
                                      1,284,394.13              1,477,054.12             1,713,381.78
                                    -----------------------------------------------------------------

Less:
  Financial Expenses
  Interest Paid                         152,030.76                191,642.15               115,907.69

NET PROFIT/(LOSS)                     5,919,881.84              6,955,039.00             8,143,349.05
                                    -----------------------------------------------------------------

NET PROFIT CONTRIBUTED BY:
TAXATION (33% of NET PROFIT)          1,953,561.01              2,295,162.87             2,687,305.19
LEGAL PROVIDENT FUND (6.7% NP)          396,632.08                465,987.61               545,604.39
DIVIDEND PAID(60.3% of NP)            3,569,688.75              4,193,888.52             4,910,439.48

                                       $6,919,881.84            $6,955,039.00            $8,143,349.05
</TABLE>

(Y) Bahui USA Inc.'s portion of the above profit is $5,293,176.80

                                                            12

<PAGE>

<TABLE>
<CAPTION>


                       JIANGYIN ZHIYE REAL ESTATE LTD. CO.

              BALANCE SHEET AS AT THE YEAR ENDED DECEMBER 31, 1996

                                                                       YEAR
                                                                       1996
                                                                       USD
ASSETS
Current Assets

<S>                                                       <C>     
Cash on Hand                                                       5,383.83
Cash in Bank                                                      142,278.00
         Cash                                                    147,661.83

Accounts Receivable (CHQ)                                      1,252,884.00
Accounts receivable                                            3,304,137.58
Prepayment                                                     1,371,404.70
Other Receivable                                                 513,774.65
Inventories                                                    6,082,979.80
                                                              -------------
         Total current Assets                                 12,672,842.56

FIXED ASSETS
Cost                                                           9,908,672.10
Less Depreciation                                             (2,325,802.67)
Total Fixed Assets                                             7,582,869.43

TOTAL ASSETS                                                   20,255,711.99


LIABILITIES & CAPITAL

Current Liabilities
Accounts Payable (CHQ)                                           607,460.09
Accounts Payable                                               2,988,973.80
Payments in Accrual                                            1,279,304.71
Other Accounts Payable                                           448,355.64
Welfare Payable                                                   16,682.75
Tax Payable                                                      437,464.30
Other Tax Payable                                                  8,445.65
                                                              -------------
         Total Current Liabilities                            $5,786,686.94

CAPITAL

Capital                                                       12,310,000.00
Retained Earnings                                              2,159,025.05

         SHAREHOLDER EQUITY                                  $14,469,025.05

TOTAL CAPITAL AND
   LIABILITIES                                               $20,255,711.99

</TABLE>
<TABLE>
<CAPTION>

             PROFIT & LOSS STATEMENT FOR THE YEAR DECEMBER 31, 1996

                                                                       YEAR
                                                                       1996
                                                                       USD

<S>                                                           <C>          
SALES REVENUE                                                 90,499,779.63

Less:
Cost of Services Rendered
  Cost of Merchandise                                         74,302,824.47
  Sales Expenses                                               1,246,828.75
  Selling Tax & Others                                         4,977,487.89
                                                              -------------

                                                        13

<PAGE>



                                                              80,527,141.11
GROSS PROFIT                                                   9,972,638.52


Less:
Management Fee
  Entertainment                                                  190,014.89
  Others                                                       1,523,366.89
                                                               1,713,381.78

Less:
  Financial Expenses
  Interest Paid                                                  115,907.69
NET PROFIT/(LOSS)                                              8,143,349.05
</TABLE>

(Y) Bahui USA Inc.'s portion of the above profit is $5,293,176.80


NOTES TO THE FINANCIAL REPORTS

Jiangyin  Zhiye Real Estate  Company Ltd. is a Joint  Venture  corporation.  The
Company is  incorporated  in Year 1993.  It is mainly  running  the real  estate
business,  dealing  with the sales & purchases  and  developing  in the property
market.  Our Capital Assets is more than USD 20,250,000.00  now. Our turnover is
about USD  90,000,000.00  per annum. Our business is running very well with high
profit margin,  our net assets increase year by year.  Below are some remarks or
our Financial Reports for the year 1996:

1.       PROGRESS OF OUR SALES
         Our real estates  business  covers the locations of Guangzhou,  Zhuhoi,
         Shanghai,  Tongshen,  Jiangyin etc. etc.,  Besides the completed  items
         which are being for sales in the market, the Work in Progress amount is
         USD 6,080,000.00. This figure is briefly listed as below:

         A.       Guangzhou Fong Tsuen Fardee Wan Commercial & Residential Area

                  Two Blocks of buildings with  thirty-three (33) stories of 695
                  suites.  Total lettable area is 60,000 cube meter which 40,000
                  cuM is for residential  usage and 20,000 cuM is for commercial
                  usage.  The  construction is being started in 1997 and will be
                  completed  for sales in Year  1999.  The  construction  period
                  takes  two  and  a  half  years.   Total  investments  is  USD
                  28,940,000.00:  USD  16,650,000.00  is being the  construction
                  cost. USD 10,850,000.00 is the transfer price of the property.
                  And  the  indirect  costs  is  about  USD  1,440,000.00.   The
                  estimated sales amount is USD  37,650,000.00.  We have already
                  invested USD  2,060,000.00 and USD 1,200,000.00 is included in
                  the Work in Progress.


         B.       Zhuhoi Kungpei Commercial & Residential Area

                Six Blocks of buildings with twelve (12) stories and 420 suites
 .  Total lettable
                  area is 36,000 cube meter which consists of 24,000 cuM for
residential usage,
                  8,000 cuM for commercial users and 4,000 cuM is the Car 
parking space.  The

                                                        14

<PAGE>



                  construction  has been started in 1997,  and will be completed
                  for sales in the market in Year 1998. The construction  period
                  is one and half years.  Total  investments  on this project is
                  USD  16,020,000.00.  Out of it USD  7,380,000.00  is being the
                  construction  cost,  the transfer price of the property is USD
                  7,720,000.00  and the indirect  costs is USD  920,000.00.  The
                  estimated sales is USD 21,630,000.00. We have already invested
                  USD 2,810,000.00 and USD 2,520,000.00 has been included in the
                  Work in Progress.


                                                        15

<PAGE>



         C.       Shanghai Choi Kar to Commercial & Residential Area

                  Three Blocks of buildings with  twenty-eight  (28) stories and
                  six(6)  stories of 925 suites.  Total  lettable area is 85,000
                  cube meter which consists 55,000 cuM for residential  purposes
                  and 30,000 for commercial  purposes.  The construction will be
                  commenced  in Year 1998 and will be  finished  the Project for
                  sale in Year 2000. The construction period will last for three
                  years. Total investments on this project is USD 51,470,000.00;
                  Destruction cost is USD  25,620,000.00,  Construction  cost is
                  USD  23,550,000.00,  Indirect cost is USD  2,3000,000.00,  The
                  estimated  sales is USD  68,580.000.00  At this moment we have
                  invested on this for USD  860,000.00.  And USD  720,000.00  is
                  being shown as our Work in Progress.


         D.       Shanghai On Yuen Road Commercial & Residential Area

                  Two Blocks of buildings with eighteen (18) and six (6) stories
                  of 290 suites.  Total lettable area is 25,000 cube meter which
                  consists 20,000 cuM for residential  purpose and 5,000 cuM for
                  commercial usage. The job will be started in Year 1998 and job
                  to be completed for sale in Year 1999. The  construction  will
                  last for two years.  Total  investments on this project is USD
                  13,640,000.00;   Destruction   cost   is   USD   7,530,000.00,
                  Construction  cost is USD  4,890,000.00,  Indirect cost is USD
                  1,220,000.00. The estimated sales is USD 19,530.000.00 At this
                  moment we have  invested on this for USD  510,000.00.  And USD
                  480,000.00 is being shown as our Work in Progress.


         E.       Tong Shen Cheung Kwok Chong Commercial & Residential Area

                  Twenty-six (26) blocks of 6 stories buildings with 520 suites.
                  Total  lettable  area is 50,000 cube meter.  The  construction
                  work has been  started in Year 1996 and  complete in Year 1997
                  for sale in the market. The total investments for this area is
                  USD 7,890,000.00. The estimates dales is USD 9,850,000.00. Now
                  already  invested  USD  1,070,000.00.  Being  shown as Work in
                  Progress is USD 8000,000.00.


                                                        16

<PAGE>



         F.       Jiangyin Zhiye People Printing Factory and Western Gardens
 small Commercial
         & Residential Area

                  Twelve  (12)  Blocks  of  buildings  with  242  suites.  Total
                  lettable area is 23,000 cube meter.  This contains  20,000 cuM
                  for  Residential  usage and 3,000  cube  meter for  commercial
                  usage.  The job has been started in Year 1997 and will be sold
                  within the same Year upon completed of the construction. Total
                  investments is USD  3,600,000.00.  The estimated  sales is USD
                  5,260,000.00.  Now we have invested USD 660,000.00 and Work in
                  Progress is shown as USD 360,000.00.

<TABLE>
<CAPTION>

PROFIT ANALYSIS

                                            TURNOVER                            NET PROFIT
                                               USD                         USD

<S>                                         <C>                                 <C>         
Shenshen Project                            32,000,000.00                       2,890,000.00
Guangtong Project                           29,510,000.00                       2,690.000.00
Zhuhoi Project                              28,980,000.00                       2,560,000.00
                                            -------------                       ------------
                  TOTAL AMOUNT      90,490,000.00                      8,140,000.00
                                    -------------                      ------------

</TABLE>


CURRENT ASSETS ANALYSIS

                                                USD                       USD

Cash at Bank                                                 140,000.00
Cash on Hand                                                   7,600.00
BILLS RECEIVABLE
         For Shenshen Project                 890,000.00
         For Zhuhoi Project                   360,000.00   1,250,000.00
ACCOUNTS RECEIVABLE
         For Zhuhoi Project                 1,840,000.00
         For Guangtung Project                820,000.00
         For Chungshen Project                640,000.00   3,300,000.00
                                            ------------
PREPAYMENT & OTHER RECEIVABLE
         For Guangzhou Project                860,000.00
         For Zhuhoi Project                   290,000.00
         For Shanghai Project                 170,000.00
         For Tongsheng Project                270,000.00
         For Jiangyin Project                 300,000.00   1,890,000.00
                                            ------------
INVENTORIES (WORK IN PROGRESS)
         Pls. refer to our Note 1
         for the breakdown.                                6,080,000.00
         TOTAL CURRENT ASSETS                             12,667,600.00


ACCOUNTS PAYABLE ANALYSIS

                                                   USD                    USD

BILLS RECEIVABLE                                                     610,000.00
  (For Materials & Construction Fee)

ACCOUNTS PAYABLE
  Construction Fee                               2,360,000.00
  Raw Materials                                    630,000.00       2,990,000.00
                                                                   ------------



                                                        17

<PAGE>



RECEIVED IN ADVANCED
  For Zhuhoi Project                               970,000.00
  For Shenshen Project                             310,000.00       1,280,000.00
                                                                    ------------


OTHER PAYABLES
  Overseas Traveling Expenses                      130,000.00
  Departmental and Personal Advanced               320,000.00         450,000.00


WELFARE PAYABLE
  (Staff welfare & medical fee)                                        17,000.00


TAX PAYABLE
  Trading Business Tax                             310,000.00
  Profit Tax                                       120,000.00
  Withholding Tax                                   10,000.00         440,000.00
                                                 ------------      -------------


                  TOTAL ACCOUNTS PAYABLE                           5,787,000.00


                                                        18

<PAGE>
[{"type": "8-K", "sequence": "1", "description": "ACQUISITION OF BAHUI USA", "secsgml_size_bytes": 52624}]
{"company-data": {"conformed-name": "AG HOLDINGS INC /WA/", "cik": "0000917300", "assigned-sic": "6770", "irs-number": "911253514", "state-of-incorporation": "WA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23180", "film-number": "97730653"}, "business-address": {"street1": "45110 CLUB DRIVE", "street2": "STE B", "city": "INDIAN WELLS", "state": "CA", "zip": "92210", "phone": "6193601042"}, "mail-address": {"street1": "54110 CLUB DRIVE", "street2": "STE B", "city": "INDIAN WELLS", "state": "CA", "zip": "92210"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 10, 1997

                                 BAHUI USA, INC.
             (Exact name of registrant as specified in its charter)

                               A.G. Holdings, Inc.
                                  (Former Name)

                                   Washington
                 (State or other jurisdiction of incorporation)

               0-23180                                               91-1253514
(Commission File Number)                       (IRS Employer Identification No.)

45110 Club Drive, Suite B, Indian Wells, California                    92210
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code               760-360-1042
Item 1.  Change in Control of Registrant.
Item 2.  Acquisition or Disposition of Assets.

OVERVIEW

            Bahui USA, Inc., formerly A.G. Holdings Inc.(the "Company" or "Bahui
USA"), is  incorporated in the State of Washington.  The Company has 100,000,000
shares of common stock  authorized,  of which  15,000,000  shares are issued and
outstanding.  Bahui USA recently  acquired a Hong Kong  corporation  named Green
Bamboo Ltd., which owns 65% of Jiangyin Zhiye Real Estate Co. For the year ended
1996, Jiangyin Zhiye Real Estate Co earned $5,300,000, which results in $.35 per
share  earnings  for Bahui USA  shareholders.  The  Company is  developing  over
2,259,500  sq. ft of space at an estimated  resale value of over $150 million in
various stages of development at the present time.

         Bahui  USA's  subsidiary  is  a  developer  of  large  residential  and
commercial high rise real estate projects in China.  This subsidary has a record
of earnings which are expected to continue.

         Currently Bahiu's subsidiary has eight projects under development which
have a combined value in excess of  $150,000,000.  Historically  the residential
units  have  always  been  sold  and  the  commercial  space  rented,  prior  to
completion. Bahui expects that pattern to continue.

         Bahui USA's gives  investors the comfort of investing in a regulated US
public company, in US dollars, while participating in the Chinese building boom.

         Bahui USA Inc.  corporate  headquarters  are  located in Indian  Wells,
California  and  is  staffed  by  experts  in  financial  reporting,   corporate
compliance,  and investor  relations.  Bahui's  operations  office is located in
Jiangyin, China, where the Company employees are experienced in economics, urban
planning, engineering, construction, finance, marketing and leasing.

OFFICERS AND DIRECTORS

            Meng Gui Xing is the CEO of Bahui U.S.A. and the Chairman of the 
Board.  He
was educated at Zhongshan University in China where he graduated with a masters
 degree in
economics.  Mr. Meng began his career as the general manager of Fai Tat
 Industrial where he
developed a 215,000 sq. ft and a 538,000 sq. ft residential and commercial
 building project,
with a combined value in excess of $24 million dollars.  Later Mr. Meng became 
associated
with the Zhuhai Jiangyin Industrial & Trade Company where he developed a $25
 million
residential building project.

         In 1993 Mr. Meng organized the Jiangsu Bahui Group which has grown into
a major developer of urban residential and commercial projects.  The Company has
developed  3,335,600 sq. ft of buildings in the cities of Zhuhai,  Zhongshan and
Shenzhen, valued in excess of $215 million dollars.

                                                         2
Robert Filiatreaux is the President of Bahui USA and a member of its 
board of
directors.  Mr. Filiatreaux has been engaged in international business for the 
past 27 years. He
received a degree from the University of Wisconsin served three years with the 
US Air Force.
Mr. Filiatreaux worked for over 20 years in various executive capacities in
 sales and
marketing for US companies doing business in foreign countries.  Mr. Filiatreau
 has worked
in over 55 countries.

         Randall Baker is the Chief Financial Officer of Bahui USA and is a
 member of its
board of directors. After discharge from the United States Navy, Mr. Baker began
 his
investment career with the Pacific Coast Stock Exchange.  After leaving the
 stock exchange,
Mr. Baker worked in the securities industry, including twenty years with  Wm.
 Mason &
Company of Los Angeles, where he served as its Executive Vice President.  Mr.
 Baker was
responsible for data systems, trading, personnel, and client liaison.  Mr. Baker
 has served as
the compliance officer for two public companies.

DEVELOPMENTS

         Bahui USA  targets  prime  urban  real  estate in areas  classified  as
"downtown zones" for it's multi-purpose projects. Bahui USA's projects typically
involve high rise construction  with a combination of residential,  professional
office suites,  retail shops,  restaurants and theater complexes.  The Company's
projects are historically  "Sold Out" or "Leased Out" prior to the completion of
construction.  One of the Company's  major  strengths is its ability to fund all
projects internally, eliminating most interest costs and the risk foreclosure.

         A majority of Bahui USA's  competitors  opt for development on raw land
located  on the  urban  fringes  of  major  cities  and  suburban  zones.  These
competitors rely heavily on external debt financing and see vacancy rates of 40%
or greater upon project  completion  due to  incomplete  strategic  planning and
uncertain demographics. Bahui USA uses a population core approach by identifying
5-7 central city blocks in an average size  project  where demand far  outweighs
available  supply of residential  and commercial  vacancies.  After  preliminary
evaluation  and  planning,  Bahui  moves  forward  with  purchase  of the target
property   relying   solely  on  it's   internal   capitalization   and  funding
capabilities.  Once the land is purchased and  construction is initiated,  Bahui
collects  deposits of 30% from  purchasers,  which provides  sufficient  cash to
complete the project.

         On all  projects,  after the Company  purchases the land and before the
start of construction,  the Company relocates  displaced families and commercial
entities completes  demolition of existing structures,  excavation,  grading and
the  installation  of  infrastructure  requirements  such  as  power  utilities,
telecommunications service, water, sewer amenities.

         Concurrently  Bahui  organizes and administers all phases of permitting
and inspection with regulatory agencies within the project's jurisdiction. Bahui
further uses it's management and administration  expertise in project management
and project tracking to coordinate relationships with architects,  design firms,
vendors,  suppliers,  civil engineers,  electrical engineers,  contractors,  sub
contractors and Bahui's own internal work force of approximately 315 employees.

                                                         3
THE CHINA MARKET

         With more than one-fifth of the world's  population and an economy that
has been  doubling in size every eight years,  China is emerging as the economic
motor of the Asia Pacific, with growing political significance.  What happens in
China will be relevant to the economic health of all major trading countries and
to virtually every issue of the global community.

         China's  economy has  quadrupled in size since  economic  modernization
became the  hallmark  of Chinese  government  policy in 1978.  With  current GDP
standing  at about $750  billion,  the  country is  already  the  eighth-largest
economy in the world,  even before resuming full sovereignty over Hong Kong this
year.  Annual growth is averaging 9 per cent, the world's fastest growth rate in
the last decade.  This growth is projected to continue at a similar rate, and by
early in the next  century  China is  predicted  to become the  world's  largest
economy.

         China's  internal  restructuring  is gathering  momentum.  The economic
reforms that began in the late 1970s were the catalyst for  redefining  the role
of the state in China - a  redefinition  that has  gathered  momentum  since the
early  1990s.  The  central  tenet  of  China's  economic  reforms  was  that of
increasing economic growth,  productivity,  diversity and efficiency through the
application of market mechanisms.

         In  commerce,   industry  and  service,   the   non-state   sector  has
demonstrated  tremendous  growth,  while  the  state  sector  has  continued  to
stagnate.  The financial sector is also now undergoing a  transformation  as the
state gradually backs out of direct involvement.

         Foreign investment in China continues to grow. China has become a major
destination  for foreign direct  investment,  with annual flows  increasing from
US$4 billion in 1990 to more than $38 billion in utilized foreign  investment by
the end of 1995.  Hong  Kong and  Macao  remain  the  major  source  of  foreign
investment  into China,  with  nearly 60 per cent of the total,  while the U.S.,
Japan and Taiwan  each  represent  about 8 per cent of the total.  Industry  has
captured  more than 50 per cent of the  investment,  followed by real estate and
utilities  at 30 per  cent.  Most  investment  to date has been  focused  in the
coastal regions, and the government is now strongly encouraging  investment into
the interior.

         China's foreign trade has outperformed the world average by a factor of
more than two.  China's  imports have grown from under US$12  billion in 1978 to
more than US$132  billion by the end of 1995,  while its exports have  increased
from under US$10 billion to US$149 billion.

         China's  commitment to pursue  further  economic  reform should sustain
high growth and continue to generate promising opportunities.  While the central
government  in Beijing  continues  to  exercise  a  paramount  role in  economic
leadership and setting  priorities,  China should also be viewed as a collection
of distinct regional markets differentiated by geography,  culture and dialects,
economic structure, level of development and growth prospects.

                                                         4
Project management and engineering  services are needed for the complex
residential  and industrial  construction  planned in Hong Kong and South China,
which can now be considered one market with respect to the use of higher-quality
building products and services.

         Just 10 years ago,  there were no office  buildings and  apartments for
rent in China.  At that time,  many  foreign  and  domestic  businessmen  set up
offices  in  hotel  rooms,  and  lived in  hotels  as home  for  years.  Massive
construction  of commercial and  residential  buildings  started in 1990, and it
will continue for decades as China  redevelops  decaying urban areas with modern
residential and commercial development.

         According to the State, the real estate sector witnessed a growth trend
during  the  Eighth  Five-Year  Plan  period,  with the  volume  of  investments
increasing on an annual basis. The growth rate of investment in 1995 was roughly
the same as the 41.3 percent recorded in 1994.

         China's real estate investment environment has improved considerably in
recent years.  Centralized government control has led to the elimination of less
competitive  real  estate  companies,  while  powerful  enterprises  with  ample
financial resources,  including many foreign-funded enterprises,  have continued
to develop.  This favorable environment is highly beneficial to powerful Chinese
and foreign  companies  alike.  It is this climate that Bahui USA has identified
and capitalized on for it's current and long term growth.

         China's  efforts to create a real  estate  market is a  development  in
recent years that has been  attracting  attention  from  international  business
community.   In  December  1987,  under  the  hammer  of  an  auction  with  the
participation of foreign companies,  the first piece of land in Shenzhen Special
Economic Zone was granted for consideration to a local company. This transaction
was a historical breakthrough and marked the beginning of the land reform system
in China.  Within a short period since then, China has been evolving into one of
the nations with the fastest growing real estate market.  Real estate investment
in China is becoming a popular investment for domestic and foreign investors

         China's  industry has rebounded  from its stagnant  period in the early
1990s  and  ushered  in a new  round of  sound,  speedy  and  sustained  growth,
according  to a report  recently  released by China's  State  Statistics  Bureau
(SSB).

         The report  predicted  that  China's  industry in the years ahead is to
keep its current development  momentum.  Thanks to the improved supply of energy
and raw materials and the stable  investment and  consumption  markets,  China's
industry in remaining years of the Ninth Five-Year Plan (1996-2000)  period will
stay on its current  fast track.  The  contribution  of China's  industry to the
gross domestic product is expected to be further increased.

         The report  said that its  development  in the past five years could be
divided into three phases.  The industry  recorded fast growth in 1992 and 1993.
The added values of China's industry in the two years posted  respective  growth
of 21.2 percent and 20.1  percent.  The overall  industrial  output value raised
24.7 percent and 27.3 percent respectively.

                                                         5
The Chinese  government in 1994  introduced a series of reform measures
in such key fields as finance,  taxation,  foreign exchange and investment.  The
industrial  growth  rate in the year  dropped to 18.9  percent  while the output
value kept a high increase of 24.2 percent.

         The  industrial  growth in the  ensuing two years  further  slowed down
owing to the relatively tight macro-economic  situation. The added values in the
two years moved up 14.3 percent and 12.5  percent and the output  values rose by
20.3 percent and 16.6 percent.

         The industrial  scale in the past five years swelled  markedly.  By the
end of 1996,  China had total  industrial  assets worth 8,573 billion yuan.  The
added values of industry in the year totaled 2,908 billion yuan;  the industrial
output value, 9,959 billion yuan; and taxes, 519.7 billion yuan.

         China's  industrial  structure also witnessed  profound  changes in the
period.   The  proportion  of  industrial  assets  and  output  values  held  by
non-state-owned  industrial  enterprises  steadily  increased.  According to the
report,  the  proportion  of  state-owned  industrial  assets and output  values
dropped  from 74.4  percent  and 56.2  percent in 1992 to 56.2  percent and 28.5
percent in 1996.

         The  state-owned  sector,  however,  has  still  held  the  controlling
position among the sectors of strategic  significance for the national  economy,
including oil and natural gas exploration,  coal mining,  electricity generation
and  ferrous  and  non-ferrous  industries.   According  to  the  report,  small
industrial  enterprises  became more active and played  more  important  role in
China's industry. But large- and medium-sized enterprises were still the pillars
of the industry.

         The report indicated that the state enterprise  reform in the past five
years has been accelerated.  The State Council, the country's cabinet, and other
economic  decision-making  departments introduced a series of measures,  such as
enterprise  restructuring,  formation of enterprise  groups,  trial operation of
enterprise  bankruptcy  and  merging,  so as  to  decentralized  the  enterprise
management and hone its competitive edge in the market.

         The report  predicted  that  China's  industry in the years ahead is to
keep its current development  momentum.  Thanks to the improved supply of energy
and raw materials and the stable  investment and  consumption  markets,  China's
industry in remaining years of the Ninth Five-Year Plan (1996-2000)  period will
stay on its current  fast track.  The  contribution  of China's  industry to the
gross domestic product is expected to be further increased.

         Due to Bahui USA's intimate  knowledge and historical  expertise of key
personnel in prior positions in the State  government,  a strategy was developed
and  implemented  to ensure a  competitive  edge over many  foreign and domestic
competitors  particularly  in the largest  market  region,  the  Yangtze  Delta,
anchored on Shanghai.

         Structural  changes in recent years have unleashed two powerful  forces
in China: the inherent  productive capacity of the largest country in the world;
and, in parallel,  an unceasing drive towards higher standards of living.  These
forces are largely  being  played out in a  rapidly-expanding  network of large,
medium and small size cities located in strategic,

                                                         6
urbanizing  regions.  In just two decades,  China has become the world's largest
urban nation: despite official figures that suggest only 28.6% of the population
lives in cities, using more universal  definitions of what constitutes a "city",
and  including  the  burgeoning  suburban  and  urban  areas in  which  most new
industries are now locating,  China's urban population is around 40%. This means
that there are  approximately  460 million urban  consumers in the country.  The
World Bank estimates  that more than 50% of the population  will become urban by
2010 at the latest.  The  implications of this  urbanization  trend for American
investors  and  exporters  are  far-reaching:   consumer  markets  are  becoming
concentrated as never before in China's history,  and the rapid shift from rural
to urban living will demand a wide range of products and services that represent
concrete commercial opportunities for both domestic and foreign firms.

         One  of  three  provincial-level  cities  in  China,  Shanghai  is  the
country's  largest  urban  center with a  permanent  population  approaching  13
million and a "temporary"  population of approximately 3 million.  Almost 80% of
Shanghai's  population is concentrated  in the 254 square  kilometer (km2) urban
zone of the municipality which,  together with 9 rural counties,  covers an area
of 6,340 km2. Including  temporary  residents,  Shanghai has an urban population
density of just under 50,000 inh/km2, making it one of the densest cities in the
world. The municipality's population is expected to continue to grow to at least
17  million  people by the year 2000,  in large part due to a growing  number of
rural migrants seeking employment in China's most important industrial base, its
largest port, and its major center of commerce, trade, finance and science.

         Shanghai is now  undergoing a process of rapid,  unprecedented  change.
The  main  entrepot  city  in all of  Asia in the  early  part of this  century,
Shanghai  suffered  greatly during the Japanese  occupation and civil war. After
Liberation  it was left to  atrophy  both  because of its  symbolic  role as the
pre-Communist hub of foreign  capitalism,  and because of its strategic exposure
to  military  attack by  "foreign  imperialists".  As China's  economy  began to
develop,  Shanghai slowly  re-attained  its function as the country's  principal
industrial  city, but it had lost its  international  role in finance and trade.
The  present  course of  development  under  market  reforms is seeing  Shanghai
rapidly re-establish that role.

         Crucial to Shanghai's  continuing  economic  development  is the recent
recognition by both  municipal and  State-level  authorities  that the city must
consolidate  three  major  economic  functions  by the turn of the  century:  as
China's principal  financial city providing access to what is expected to become
the world's  tenth  largest  trading  nation by the end of this  decade;  as the
economic  powerhouse,  or "dragon's head", of the country's  largest  integrated
economic  region now emerging in the 6000 km. long Yangtze River Basin (in which
just  under  one-third  of  China's  population  produces  more  than 50% of the
country's industrial and agricultural  output); and as the major economic anchor
in the Yangtze  Delta  Region in which 193 million  people (16% of the  national
population) produce more than 40% of China's industrial output.

         Shanghai is the most  cosmopolitan  city in China. Over 800,000 foreign
tourists  visited  Shanghai  in 1993,  and  generated  around US$ 825 million in
foreign exchange. Actual direct foreign investment in 1993 amounted to US $ 3.16
billion, more than half of the total actual foreign investment in Shanghai since
reforms began in China in 1978 3). The volume of

                                                         7
foreign  investment in Shanghai,  and its share of overall  investment in China,
has continued to grow since then.

         The urban area of Shanghai, known as "Puxi" (pronounced - interestingly
- as pushee),  essentially  occupies  the west bank of the  Huangpu  River which
flows into the Yangtze  River  upstream  from the city.  The city has  generally
developed  along an east-west  corridor  anchored on the historic  "Bund" on the
Huangpu  River  front.  The  central  business  core,  and  the  larger  central
commercial area, generally  correspond to the French,  British and International
areas of  Shanghai  prior to  Liberation  in 1949.  There  are  three  principal
east-west  axes:  Nanjing Road (the major one) stretching from the Huangpu River
as far as the  international  airport in Hongqiao to the west; Yanaan Road which
veers off from  Nanjing  Road in the west and now  empties  out into the planned
Lujiazui  Financial  Services  District in Pudong through a cross-harbor  tunnel
near the  southern  portion of the Bund;  and Huaihai  Road which is primarily a
retail street.

         Pent up  demand,  the  opening  of the  urban  land  market,  and large
infrastructure   projects  are  causing  major  redevelopment  in  Puxi.  Entire
neighborhoods  are being  cleared to make way for new office  buildings,  retail
facilities,  and elevated  expressways  to support  Shanghai's  tertiary  sector
growth. Once quaint streetscapes, built in the early part of this century during
the city's heyday as a foreign  enclave,  are being replaced by high-rise towers
and retail  podiums.  Although key heritage sites are  protected,  including the
historic Bund area, the urban fabric of dense, low-rise neighborhoods is rapidly
being  transformed.  Over 300,000 households have been resettled in the past few
years to make way for redevelopment  projects,  and government officials predict
at least as many will need to be relocated  by the end of this decade,  often to
suburban districts.

         Shanghai is spending heavily to tackle its transport and infrastructure
constraints;  about 43% of its GDP was invested in fixed asset  construction  in
1993, the highest rate of investment of any of China's provinces on a per capita
basis. The major multilateral  development banks are supporting Shanghai's urban
construction  with over US$ 2 billion in loans since the late 1980s.  Some large
bilateral  agencies are also working in Shanghai,  such as Japan's OECF which is
providing aid for the planned new international airport in the Pudong New Area.

         Shanghai  is the  core  of the  Yangtze  Delta  Region  which  includes
Jiangsu,  Zhejiang and Anhui Provinces.  There are 193 million consumers in this
region on a land base half the size of  Alberta,  Canada.  This is more than the
population of Indonesia,  three times the  population  of the  Philippines,  and
three and a half times the consumer base of Thailand.  At an average  population
density of 530 people per square kilometer, the Yangtze Delta is one of the most
concentrated markets in the world.

         Recent economic growth in the Yangtze Delta Region has been faster than
in most of the Asian Tiger economies at any time during the past two decades. So
far this decade the average annual real GDP growth rate in the Yangtze delta has
been almost double that in the "Tiger"  economies of Taiwan and South Korea, and
over two  percentage  points  higher than in Thailand  and  Malaysia.  The major
dynamo of the Yangtze Delta Region is a dense urbanizing  corridor of 76 million
consumers stretching 600 km. from Nanjing to Shanghai, Hangzhou

                                                         8
and Ningbo.  At current growth rates, this megalopolis will have a population of
more than 90 million people in ten years time.

         The Delta's economy in 1993 was already the size of Indonesia's, larger
than Thailand's,  and almost 40% of South Korea's.  Fully one quarter of China's
increased  economic  production between 1990 and 1993 was created in the Yangtze
Delta, compared to 20% in the Bohai Gulf provinces of Liaoning, Hebei, Shandong,
Beijing  and  Tianjin,  and 13% in  Guangdong.  Although it holds 16% of China's
population,  the Yangtze Delta generated almost 40% of its industrial production
value in 1993; the value of industrial output tripled in real terms from 1990 to
1993.  Even though this  industrial  growth is expected to moderate  somewhat in
coming years,  the value of  industrial  output in the Yangtze Delta Region will
likely grow in real terms to six or seven  times its  present  level by the year
2005.   Most  of  this  growth  will  occur  in  the   Nanjing-Shanghai-Hangzhou
megalopolis that is expected to account for 80% of all industrial  production in
the Yangtze Delta in ten years time.

 
         Despite  its  recent  growth,  it will  clearly  take some time for the
Yangtze Delta Region to reach the purchasing  power of other more affluent Asian
economies. However, this may be happening much faster than anywhere else in East
Asia during the past two decades.  For example,  from 1990 to 1993, average bank
deposits  in the  Yangtze  Delta  rose  by 70% in  real  terms;  in the  Yangtze
megalopolis,  the value of deposits grew by 80%. Some estimates place per capita
GDP in strategic parts of the Yangtze Delta Region, on a purchasing power parity
basis,  at around US$ 2,000,  about 50%  higher  than for China as a whole.  Per
capita  production  and incomes in parts of the Yangtze  Delta  megalopolis  are
quickly approaching those in Thailand.  A prosperous middle income population is
emerging in strategic parts of the Delta with a buying power  previously seen in
China only in Shenzhen, adjacent to Hong Kong.

         The industrial  structure of the Yangtze Delta Region will change quite
dramatically with the completion of major inter-city  highways,  starting at the
end of next year. By the end of this decade,  industries  locating in the middle
of the Yangtze Delta  megalopolis  will have quick and easy access to four major
ports.  No other part of coastal  China,  including  Guangdong,  will be able to
offer  such  a  range  of   competitive   international   distribution   options
CHANGEpOFvAUDITORS:ess to a navigable waterway as long as the Yangtze River, and
a captive  domestic  market of 450 million  people within its basin.  Bahui USA,
Inc.  replaced its former auditor,  Pritchett,  Siler & Hardy of Salt Lake City,
Utah with Koo,  Chow & Company of Los Angeles,  California  90012.  Koo,  Chow &
Company  is an  international  accounting  firm  with  offices  in Los  Angeles,
California  and Shanghai,  China.  They are  bilingual in English,  Mandarin and
Cantonese.  They are authorized to practice in both China and the United States.
See Item 4.

CHANGE OF TRANSFER AGENT:

Bahui USA, Inc. replaced its transfer agent TransSecurities International with
 Executive
Registrar & Transfer Agency, Inc.- at 3145 W. Lewis Ave.#200, Phoenix, AZ 85009.

CONTROL OF THE COMPANY

         As of November 28, 1997, of the 15,000,000 shares outstanding, Mr. Meng
Gui Xing owned 10,500,000 shares outright and 300,000 shares as trustee.

Item 4.  Changes in Registrant's Certifying Accountant.

         1.       (i)       The Registrant changed independent accounting firms 
from Pritchett,
Siler & Hardy P.C. ("PSH") to Koo, Chow & Company on or about November 28, 1996.

                  (ii) The  report  by PSH on the  financial  statements  of the
Registrant dated June 25, 1997,  including a balance sheet as of April 30, 1997,
 and 1996 and the statements of operations,  cash flows and statement
of changes in  stockholders' equity for the years ended April 30, 1997 and 1996,
  did not
contain an adverse  opinion or a  disclaimer  of opinion,  or was  qualified  or
modified as to uncertainty,  audit scope or accounting principles,  except for a
statement as to the going concern nature of the Registrant.

                  (iii) During the period  covered by the  financial  statements
through  the  date  of  resignation  of the  former  accountant,  there  were no
disagreements with the former accountant on any matter of accounting  principles
or practices, financial statement disclosure, or auditing scope or procedure.

                  A  letter  from  the  former  independent  accountant  for the
Registrant is attached as an Exhibit to this Form 8-K.

                                                         9
2.       On November 28, 1997 the Registrant engaged Koo, Chow & 
Company as its
new independent accountant.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)(b)  The  required  financial  statements  and pro  forma  financial
information  is  unavailable  as of the  date  hereof  and  will be filed by the
Registrant  pursuant to the requirements of the Securities  Exchange Act and the
rules and regulations  promulgated  thereunder within 60 days of the date of the
event reported herein. The Registrant provides the following unaudited financial
information.

         (c) Exhibits
                  2.1       Agreement and plan of reorganization between the
 Company and Meng
                            Gui Xing.

                  16.1      Letter from Pritchett, Siler & Hardy P.C., former 
principal accountant
                            for the Registrant.  To be filed by amendment.

                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:            November 28, 1997                           BAHUI USA, INC.

                                               By:      /s/ Robert Filiatreaux
                                                              Robert Filiatreaux
                                                                       President

                                                        10
JIANGYIN ZHIYE REAL ESTATE LTD. CO.

                 BALANCE SHEET FOR YEAR ENDED 1994 / 1995 / 1996

                                            YEAR                       YEAR                      YEAR
                                            1994                       1995                      1996
                                            USD                        USD                       USD
ASSETS
Current Assets
Cash on Hand                        5,245.99                  2,581.08               5,383.83
Cash in Bank                            132,207.50                172,604.76       142,278.00
CASH                                    137,453.49                175,185.84               147,661.83

Accounts Receivable (CHQ) 1,330,444.90                          1,166,346.00             1,252,884.00
Accounts receivable                   3,053,192.00              3,581,509.21             3,304,137.58
Prepayment                            1,199,199.14              1,283,962.15             1,371,404.70
Other Receivable                        532,143.37                451,910.63               513,774.65
Inventories                           5,143,400.27              5,672,408.06             6,082,979.80

TOTAL CURRENT ASSETS                 11,395,833.17             12,331,321.89            12,672,842.56
                                    -----------------------------------------------------------------

FIXED ASSETS
Cost                                  8,608,760.23              9,050,783.67             9,908,672.10
Less Depreciation                     1,120,573.68              1,723,186.41             2,325,802.67
Total Fixed Assets                   7,488,186.55              7,327,597.26              7,582,869.43

TOTAL ASSETS                       $18,884,019.72            $19,658,919.15            $20,255,711.99

LIABILITIES & CAPITAL

Current Liabilities
Accounts Payable (CHQ)                  653,405.60                333,509.84               607,460.09
Accounts Payable                      2,502,821.00              3,421,205.40             2,988,973.80
Payments in Accrual                   1,345,187.90              1,129,421.86             1,279,304.71
Other Accounts Payable                  480,676.76                424,109.24               448,355.64
Welfare Payable                           8,998.69                 14,307.14                16,682.75
Tax Payable                             442,367.20                397,585.81               437,464.30
Other Tax Payable                        13,129.50                 15,359.20                 8,445.65
                                     ----------------------------------------------------------------
TOTAL CURRENT LIABILITIES 5,426,586.65                          5,735,498.49             5,786,686.94
                         ----------------------------------------------------------------------------

CAPITAL

Capital                               12,310,00.00             12,310,000.00            12,310,000.00
Retained Earnings                     1,147,433.07              1,613,420.66             2,159,025.05
                                    -----------------------------------------------------------------
TOTAL CAPITAL                        13,457,433.07             13,923,420.66    14,469,025.05
                                    ---------------------------------------------------------

TOTAL CAPITAL AND
   LIABILITIES                       18,884,019.72             19,658,919.15            20,255,711.99
PROFIT & LOSS STATEMENT FOR THE YEAR DECEMBER 31, 1996

                                            YEAR                       YEAR                      YEAR
                                            1994                       1995                      1996
                                            USD                        USD                       USD
SALES REVENUE                        63,964,523.68             76,428,661.66            90,499,779.63

Less:
Cost of Services Rendered
  Cost of Merchandise                52,130,684.80             62,497,960.41            74,302,824.47
  Sales Expenses                        959.483.35              1,103,389.60             1,246,828.75

                                                        11
Selling Tax & Others                3,518,048.80              4,203,576.38             4,977,487.89
                                    -----------------------------------------------------------------
                                     56,608,216.95             67,804,926.39            80,527,141.11
                                    -----------------------------------------------------------------

GROSS PROFIT                         $7,356,306.73             $8,623,735.27             $9,972,638.52

Less:
Management Fee
  Entertainment                         129,778.75                150,543.35               190,014.89
  Others                              1,154,615.38              1,326,510.77             1,523,366.89
                                    -----------------------------------------------------------------
                                      1,284,394.13              1,477,054.12             1,713,381.78
                                    -----------------------------------------------------------------

Less:
  Financial Expenses
  Interest Paid                         152,030.76                191,642.15               115,907.69

NET PROFIT/(LOSS)                     5,919,881.84              6,955,039.00             8,143,349.05
                                    -----------------------------------------------------------------

NET PROFIT CONTRIBUTED BY:
TAXATION (33% of NET PROFIT)          1,953,561.01              2,295,162.87             2,687,305.19
LEGAL PROVIDENT FUND (6.7% NP)          396,632.08                465,987.61               545,604.39
DIVIDEND PAID(60.3% of NP)            3,569,688.75              4,193,888.52             4,910,439.48

                                       $6,919,881.84            $6,955,039.00            $8,143,349.05
(Y) Bahui USA Inc.'s portion of the above profit is $5,293,176.80

                                                            12
JIANGYIN ZHIYE REAL ESTATE LTD. CO.

              BALANCE SHEET AS AT THE YEAR ENDED DECEMBER 31, 1996

                                                                       YEAR
                                                                       1996
                                                                       USD
ASSETS
Current Assets
Cash on Hand                                                       5,383.83
Cash in Bank                                                      142,278.00
         Cash                                                    147,661.83

Accounts Receivable (CHQ)                                      1,252,884.00
Accounts receivable                                            3,304,137.58
Prepayment                                                     1,371,404.70
Other Receivable                                                 513,774.65
Inventories                                                    6,082,979.80
                                                              -------------
         Total current Assets                                 12,672,842.56

FIXED ASSETS
Cost                                                           9,908,672.10
Less Depreciation                                             (2,325,802.67)
Total Fixed Assets                                             7,582,869.43

TOTAL ASSETS                                                   20,255,711.99

LIABILITIES & CAPITAL

Current Liabilities
Accounts Payable (CHQ)                                           607,460.09
Accounts Payable                                               2,988,973.80
Payments in Accrual                                            1,279,304.71
Other Accounts Payable                                           448,355.64
Welfare Payable                                                   16,682.75
Tax Payable                                                      437,464.30
Other Tax Payable                                                  8,445.65
                                                              -------------
         Total Current Liabilities                            $5,786,686.94

CAPITAL

Capital                                                       12,310,000.00
Retained Earnings                                              2,159,025.05

         SHAREHOLDER EQUITY                                  $14,469,025.05

TOTAL CAPITAL AND
   LIABILITIES                                               $20,255,711.99
PROFIT & LOSS STATEMENT FOR THE YEAR DECEMBER 31, 1996

                                                                       YEAR
                                                                       1996
                                                                       USD
SALES REVENUE                                                 90,499,779.63

Less:
Cost of Services Rendered
  Cost of Merchandise                                         74,302,824.47
  Sales Expenses                                               1,246,828.75
  Selling Tax & Others                                         4,977,487.89
                                                              -------------

                                                        13
80,527,141.11
GROSS PROFIT                                                   9,972,638.52

Less:
Management Fee
  Entertainment                                                  190,014.89
  Others                                                       1,523,366.89
                                                               1,713,381.78

Less:
  Financial Expenses
  Interest Paid                                                  115,907.69
NET PROFIT/(LOSS)                                              8,143,349.05
(Y) Bahui USA Inc.'s portion of the above profit is $5,293,176.80

NOTES TO THE FINANCIAL REPORTS

Jiangyin  Zhiye Real Estate  Company Ltd. is a Joint  Venture  corporation.  The
Company is  incorporated  in Year 1993.  It is mainly  running  the real  estate
business,  dealing  with the sales & purchases  and  developing  in the property
market.  Our Capital Assets is more than USD 20,250,000.00  now. Our turnover is
about USD  90,000,000.00  per annum. Our business is running very well with high
profit margin,  our net assets increase year by year.  Below are some remarks or
our Financial Reports for the year 1996:

1.       PROGRESS OF OUR SALES
         Our real estates  business  covers the locations of Guangzhou,  Zhuhoi,
         Shanghai,  Tongshen,  Jiangyin etc. etc.,  Besides the completed  items
         which are being for sales in the market, the Work in Progress amount is
         USD 6,080,000.00. This figure is briefly listed as below:

         A.       Guangzhou Fong Tsuen Fardee Wan Commercial & Residential Area

                  Two Blocks of buildings with  thirty-three (33) stories of 695
                  suites.  Total lettable area is 60,000 cube meter which 40,000
                  cuM is for residential  usage and 20,000 cuM is for commercial
                  usage.  The  construction is being started in 1997 and will be
                  completed  for sales in Year  1999.  The  construction  period
                  takes  two  and  a  half  years.   Total  investments  is  USD
                  28,940,000.00:  USD  16,650,000.00  is being the  construction
                  cost. USD 10,850,000.00 is the transfer price of the property.
                  And  the  indirect  costs  is  about  USD  1,440,000.00.   The
                  estimated sales amount is USD  37,650,000.00.  We have already
                  invested USD  2,060,000.00 and USD 1,200,000.00 is included in
                  the Work in Progress.

         B.       Zhuhoi Kungpei Commercial & Residential Area

                Six Blocks of buildings with twelve (12) stories and 420 suites
 .  Total lettable
                  area is 36,000 cube meter which consists of 24,000 cuM for
residential usage,
                  8,000 cuM for commercial users and 4,000 cuM is the Car 
parking space.  The

                                                        14
construction  has been started in 1997,  and will be completed
                  for sales in the market in Year 1998. The construction  period
                  is one and half years.  Total  investments  on this project is
                  USD  16,020,000.00.  Out of it USD  7,380,000.00  is being the
                  construction  cost,  the transfer price of the property is USD
                  7,720,000.00  and the indirect  costs is USD  920,000.00.  The
                  estimated sales is USD 21,630,000.00. We have already invested
                  USD 2,810,000.00 and USD 2,520,000.00 has been included in the
                  Work in Progress.

                                                        15
C.       Shanghai Choi Kar to Commercial & Residential Area

                  Three Blocks of buildings with  twenty-eight  (28) stories and
                  six(6)  stories of 925 suites.  Total  lettable area is 85,000
                  cube meter which consists 55,000 cuM for residential  purposes
                  and 30,000 for commercial  purposes.  The construction will be
                  commenced  in Year 1998 and will be  finished  the Project for
                  sale in Year 2000. The construction period will last for three
                  years. Total investments on this project is USD 51,470,000.00;
                  Destruction cost is USD  25,620,000.00,  Construction  cost is
                  USD  23,550,000.00,  Indirect cost is USD  2,3000,000.00,  The
                  estimated  sales is USD  68,580.000.00  At this moment we have
                  invested on this for USD  860,000.00.  And USD  720,000.00  is
                  being shown as our Work in Progress.

         D.       Shanghai On Yuen Road Commercial & Residential Area

                  Two Blocks of buildings with eighteen (18) and six (6) stories
                  of 290 suites.  Total lettable area is 25,000 cube meter which
                  consists 20,000 cuM for residential  purpose and 5,000 cuM for
                  commercial usage. The job will be started in Year 1998 and job
                  to be completed for sale in Year 1999. The  construction  will
                  last for two years.  Total  investments on this project is USD
                  13,640,000.00;   Destruction   cost   is   USD   7,530,000.00,
                  Construction  cost is USD  4,890,000.00,  Indirect cost is USD
                  1,220,000.00. The estimated sales is USD 19,530.000.00 At this
                  moment we have  invested on this for USD  510,000.00.  And USD
                  480,000.00 is being shown as our Work in Progress.

         E.       Tong Shen Cheung Kwok Chong Commercial & Residential Area

                  Twenty-six (26) blocks of 6 stories buildings with 520 suites.
                  Total  lettable  area is 50,000 cube meter.  The  construction
                  work has been  started in Year 1996 and  complete in Year 1997
                  for sale in the market. The total investments for this area is
                  USD 7,890,000.00. The estimates dales is USD 9,850,000.00. Now
                  already  invested  USD  1,070,000.00.  Being  shown as Work in
                  Progress is USD 8000,000.00.

                                                        16
F.       Jiangyin Zhiye People Printing Factory and Western Gardens
 small Commercial
         & Residential Area

                  Twelve  (12)  Blocks  of  buildings  with  242  suites.  Total
                  lettable area is 23,000 cube meter.  This contains  20,000 cuM
                  for  Residential  usage and 3,000  cube  meter for  commercial
                  usage.  The job has been started in Year 1997 and will be sold
                  within the same Year upon completed of the construction. Total
                  investments is USD  3,600,000.00.  The estimated  sales is USD
                  5,260,000.00.  Now we have invested USD 660,000.00 and Work in
                  Progress is shown as USD 360,000.00.
PROFIT ANALYSIS

                                            TURNOVER                            NET PROFIT
                                               USD                         USD
Shenshen Project                            32,000,000.00                       2,890,000.00
Guangtong Project                           29,510,000.00                       2,690.000.00
Zhuhoi Project                              28,980,000.00                       2,560,000.00
                                            -------------                       ------------
                  TOTAL AMOUNT      90,490,000.00                      8,140,000.00
                                    -------------                      ------------
CURRENT ASSETS ANALYSIS

                                                USD                       USD

Cash at Bank                                                 140,000.00
Cash on Hand                                                   7,600.00
BILLS RECEIVABLE
         For Shenshen Project                 890,000.00
         For Zhuhoi Project                   360,000.00   1,250,000.00
ACCOUNTS RECEIVABLE
         For Zhuhoi Project                 1,840,000.00
         For Guangtung Project                820,000.00
         For Chungshen Project                640,000.00   3,300,000.00
                                            ------------
PREPAYMENT & OTHER RECEIVABLE
         For Guangzhou Project                860,000.00
         For Zhuhoi Project                   290,000.00
         For Shanghai Project                 170,000.00
         For Tongsheng Project                270,000.00
         For Jiangyin Project                 300,000.00   1,890,000.00
                                            ------------
INVENTORIES (WORK IN PROGRESS)
         Pls. refer to our Note 1
         for the breakdown.                                6,080,000.00
         TOTAL CURRENT ASSETS                             12,667,600.00

ACCOUNTS PAYABLE ANALYSIS

                                                   USD                    USD

BILLS RECEIVABLE                                                     610,000.00
  (For Materials & Construction Fee)

ACCOUNTS PAYABLE
  Construction Fee                               2,360,000.00
  Raw Materials                                    630,000.00       2,990,000.00
                                                                   ------------

                                                        17
RECEIVED IN ADVANCED
  For Zhuhoi Project                               970,000.00
  For Shenshen Project                             310,000.00       1,280,000.00
                                                                    ------------

OTHER PAYABLES
  Overseas Traveling Expenses                      130,000.00
  Departmental and Personal Advanced               320,000.00         450,000.00

WELFARE PAYABLE
  (Staff welfare & medical fee)                                        17,000.00

TAX PAYABLE
  Trading Business Tax                             310,000.00
  Profit Tax                                       120,000.00
  Withholding Tax                                   10,000.00         440,000.00
                                                 ------------      -------------

                  TOTAL ACCOUNTS PAYABLE                           5,787,000.00

                                                        18