UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                               YI WAN GROUP, INC.
                                 --------------
             (Exact name of registrant as specified in its charter)


             FLORIDA                                     33-0960062
             -------                                     ----------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)


                           101 E. 52 STREET, 9TH FLOOR
                            NEW YORK, NEW YORK 10022
                                     -------
                    (Address of principal executive offices)


                  CONSULTING AGREEMENT WITH STANLEY WUNDERLICH
                        CONSULTING AGREEMENT WITH YALE YU
                                     -------
                            (Full title of the plan)


                             ARTHUR S. MARCUS, ESQ.
                           101 E. 52 STREET, 9TH FLOOR
                          NEW YORK, NEW YORK 10022-6018
                                     -------
                     (Name and address of agent for service)


                                 (212) 752-9700
                                     -------
          (Telephone number, including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS                                           PROPOSED              PROPOSED
OF SECURITIES                  AMOUNT TO                   MAXIMUM OFFERING      MAXIMUM AGGREGATE
TO BE REGISTERED              BE REGISTERED (2)            PRICE PER SHARE (1)    OFFERING PRICE      AMOUNT OF REGISTRATION FEE
-------------------           -----------------------      -------------------   ------------------   --------------------------
<S>                                <C>                          <C>                   <C>                       <C>
Common Stock                       325,000                      $1.50                 $487,500                  $61.77
No Par Value Per Share
</TABLE>

     (1)  The price is estimated in accordance with Rule 457(h)(1) under the
          Securities Act of 1933, as amended, solely for the purpose of
          calculating the registration fee, based on the last sale price of the
          shares of common stock as reported on the OTC Bulletin Board on June
          21, 2004 ($1.50).

     (2)  Pursuant to a Consulting Agreement with Stanley Wunderlich dated on or
          about April 15, 2004, Yi Wan Group, Inc. intends to issue 125,000
          shares of its common stock to Stanley Wunderlich. Pursuant to a
          Consulting Agreement with Yale Yu dated on or about June 15, 2004, Yi
          Wan Group, Inc. intends to issue 200,000 shares of its common stock to
          Yale Yu.





<PAGE>


                                EXPLANATORY NOTE

We prepared this registration statement in accordance with the requirements of
Form S-8 under the Securities Act of 1933, as amended, to register an aggregate
of 325,000 shares of our common stock, no par value per share, to be issued
pursuant to a Consulting Agreement between Yi Wan Group, Inc. and Stanley
Wunderlich dated on or about April 15, 2004 (the "Wunderlich Agreement") and a
Consulting Agreement between Yi Wan Group, Inc. and Yale Yu dated on or about
June 15, 2004 (the "Yu Agreement" and together with the Wunderlich Agreement,
the "Agreements").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  Plan Information

We will send or give the documents containing the information specified in Part
I of Form S-8 to the consultants as specified by the Securities and Exchange
Commission Rule 428(b)(1) under the Securities Act of 1933, as amended. We do
not need to file these documents with the Securities and Exchange Commission
either as part of this registration statement or as a prospectus or prospectus
supplement under Rule 424 of the Securities Act of 1933 Act, as amended.

ITEM 2.  Registrant Information and Employee Plan Annual Information

We will send or give the documents containing the information specified in Part
I of Form S-8 to the consultants as specified by the Securities and Exchange
Commission Rule 428(b)(1) under the Securities Act of 1933, as amended. We do
not need to file these documents with the Securities and Exchange Commission
either as part of this registration statement or as a prospectus or prospectus
supplement under Rule 424 of the Securities Act of 1933 Act, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" information into this
registration statement, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this registration
statement, except for any information superseded by information in this
registration statement.

We filed the following documents, which are incorporated into this registration
statement by reference:

       1.  Our Form 10-Q Quarterly Report for the Period Ended March 31, 2004,
           filed on May 14, 2004.

       2.  Our Form 10-K Annual Report for the Period Ended December 31, 2003,
           filed on March 30, 2004.

       3.  Our Form 10 filed with the Commission on August 24, 2001 (Commission
           File No. 0-33119), pursuant to Section 12(g) of the Exchange Act, and
           amendments to the Form 10 filed November 7, 2001, January 7, 2002,
           February 7, 2002, March 28, 2002, and May 22, 2002.

In addition to the foregoing, all documents that we subsequently file pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment indicating that
all of the securities offered have been sold or deregistering all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this registration statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in this registration statement or in any subsequently filed document that is
also incorporated by reference in this registration statement modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, UPON ORAL OR WRITTEN REQUEST, A
COPY OF ANY OR ALL DOCUMENTS INCORPORATED BY REFERENCE INTO THIS REGISTRATION
STATEMENT (EXCLUDING EXHIBITS, UNLESS THE EXHIBITS ARE SPECIFICALLY INCORPORATED
BY REFERENCE INTO THE INFORMATION THE REGISTRATION STATEMENT INCORPORATES).
REQUESTS SHOULD BE DIRECTED TO ARTHUR S. MARCUS, 101 E. 52 STREET, 9TH FLOOR,
NEW YORK, NEW YORK 10022. OUR TELEPHONE NUMBER AT THAT LOCATION IS (212)
752-9700.

You may read and copy any reports, statements or other information we have filed
at the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. Our filings are also available on the Internet at the
SEC's website at http:\\www.sec.gov.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.


<PAGE>


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Articles of Incorporation provide that we shall indemnify our officers and
directors to the full extent permitted by law. The Florida Statutes governing
corporations provides:

607.0850  Indemnification of officers, directors, employees, and agents.--

      (1) A corporation shall have power to indemnify any person who was or is a
party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he or she is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
liability incurred in connection with such proceeding, including any appeal
thereof, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any proceeding by
judgment, order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

      (2) A corporation shall have power to indemnify any person, who was or is
a party to any proceeding by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made under
this subsection in respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable unless, and only to the extent
that, the court in which such proceeding was brought, or any other court of
competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

      (3) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim, issue, or matter therein, he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.

      (4) Any indemnification under subsection (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:

            (a) By the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such proceeding;

            (b) If such a quorum is not obtainable or, even if obtainable, by
majority vote of a committee duly designated by the board of directors (in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;

            (c) By independent legal counsel:

                1.    Selected by the board of directors prescribed in paragraph
(a) or the committee prescribed in paragraph (b); or

                2.    If a quorum of the directors cannot be obtained for
paragraph (a) and the committee cannot be designated under paragraph (b),
selected by majority vote of the full board of directors (in which directors who
are parties may participate); or

            (d) By the shareholders by a majority vote of a quorum consisting of
shareholders who were not parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of shareholders who were not parties to such
proceeding.

      (5) Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons specified by paragraph (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.


                                       2
<PAGE>


      (6) Expenses incurred by an officer or director in defending a civil or
criminal proceeding may be paid by the corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he or she is ultimately found
not to be entitled to indemnification by the corporation pursuant to this
section. Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.

      (7) The indemnification and advancement of expenses provided pursuant to
this section are not exclusive, and a corporation may make any other or further
indemnification or advancement of expenses of any of its directors, officers,
employees, or agents, under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
However, indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute:

            (a) A violation of the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his or her conduct was lawful
or had no reasonable cause to believe his or her conduct was unlawful;

            (b) A transaction from which the director, officer, employee, or
agent derived an improper personal benefit;

            (c)   In the case of a director, a circumstance under which the
liability provisions of s. 607.0834 are applicable; or

            (d) Willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.

      (8) Indemnification and advancement of expenses as provided in this
section shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

      (9) Unless the corporation's articles of incorporation provide otherwise,
notwithstanding the failure of a corporation to provide indemnification, and
despite any contrary determination of the board or of the shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for indemnification or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction. On receipt of an application, the
court, after giving any notice that it considers necessary, may order
indemnification and advancement of expenses, including expenses incurred in
seeking court-ordered indemnification or advancement of expenses, if it
determines that:

            (a) The director, officer, employee, or agent is entitled to
mandatory indemnification under subsection (3), in which case the court shall
also order the corporation to pay the director reasonable expenses incurred in
obtaining court-ordered indemnification or advancement of expenses;

            (b) The director, officer, employee, or agent is entitled to
indemnification or advancement of expenses, or both, by virtue of the exercise
by the corporation of its power pursuant to subsection (7); or

            (c) The director, officer, employee, or agent is fairly and
reasonably entitled to indemnification or advancement of expenses, or both, in
view of all the relevant circumstances, regardless of whether such person met
the standard of conduct set forth in subsection (1), subsection (2), or
subsection (7).

      (10) For purposes of this section, the term "corporation" includes, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any person who is or was a director, officer, employee, or agent of a
constituent corporation, or is or was serving at the request of a constituent
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving corporation as he
or she would have with respect to such constituent corporation if its separate
existence had continued.

      (11) For purposes of this section:

            (a) The term "other enterprises" includes employee benefit plans;

            (b) The term "expenses" includes counsel fees, including those for
appeal;

            (c) The term "liability" includes obligations to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to any
employee benefit plan), and expenses actually and reasonably incurred with
respect to a proceeding;


                                       3
<PAGE>

            (d) The term "proceeding" includes any threatened, pending, or
completed action, suit, or other type of proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal;

            (e) The term "agent" includes a volunteer;

            (f) The term "serving at the request of the corporation" includes
any service as a director, officer, employee, or agent of the corporation that
imposes duties on such persons, including duties relating to an employee benefit
plan and its participants or beneficiaries; and

            (g) The term "not opposed to the best interest of the corporation"
describes the actions of a person who acts in good faith and in a manner he or
she reasonably believes to be in the best interests of the participants and
beneficiaries of an employee benefit plan.

      (12) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against the
person and incurred by him or her in any such capacity or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify the person against such liability under the provisions of this
section.

     Insofar as indemnification by us for liabilities arising under the
Securities Act may be permitted to our officers and directors pursuant to the
foregoing provisions or otherwise, we are aware that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.

ITEM 8.  EXHIBITS.

Exhibit
Number        Description

5.1         Opinion of Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP.

10.1        Consulting Agreement between Yi Wan Group, Inc. and Stanley W
            underlich dated as of April 15, 2004.

10.2        Consulting Agreement between Yi Wan Group, Inc. and Yale Yu dated as
            of June 15, 2004.

23.1        Consent of Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP (included
            in Exhibit 5.1)

23.2        Consent of Moore Stephens Wurth Frazer and Torbet, LLP, Certified
            Public Accountants

ITEM 9.  UNDERTAKINGS.

         (a) We hereby undertake:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                           (i) To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of this registration
                           statement (or the most recent post-effective
                           amendment hereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in this registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in this registration statement or any
                           material change to such information in this
                           registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by our company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such


                                       4
<PAGE>

                  securities at the time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) We hereby undertake that, for purposes of determining any liability
         under the Securities Act of 1933, each filing of our annual report
         pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
         1934 that is incorporated by reference in this registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         persons controlling our company pursuant to the foregoing provisions,
         or otherwise, we have been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Securities Act of 1933 and is,
         therefore, unenforceable. In the event that a claim for indemnification
         against such liabilities (other than the payment by our company of
         expenses incurred or paid by a director, officer or controlling person
         of our company in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or controlling person
         in connection with the securities being registered, we will, unless in
         the opinion of our counsel the matter has been settled by controlling
         precedent, submit to a court of appropriate jurisdiction the question
         whether such indemnification by it is against public policy as
         expressed in the Securities Act of 1933 and will be governed by the
         final adjudication of such issue.








                                       5
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jiaozuo, province of Henan, People's Republic of
China, on this 25th day of June, 2004


                                 YI WAN GROUP, INC.
                                 (Registrant)

                                 By:

                                 /s/ CHENG WAN MING
                                 -----------------------------
                                 Cheng Wan Ming, Chairman and
                                 President


Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

      Signature                      Title                           Date
      ---------                      -----                           ----

/s/ CHENG WAN MING        Chairman of Board, President,            06/29/04
------------------        Chief Executive Officer
Cheng Wan Ming


/s/ WU ZEMING             Chief Financial Officer and Director     06/29/04
------------------
Wu Zeming


/s/ YOU YINGLIU           Director                                 06/29/04
------------------
You Yingliu


/s/ LUO GUANYING          Director                                 06/29/04
------------------
Luo Guanying


/s/ LIANG XIAOGEN         Director                                 06/29/04
------------------
Liang Xiaogen


/s/ CHENG MANLI           Director                                 06/29/04
------------------
Cheng Manli


/s/ CEN MINHONG           Director                                 06/29/04
------------------
Cen Minhong


/s/ CHENG WANQING         Director                                 06/29/04
------------------
Cheng Wanqing


/s/ CHENG DEQIANG         Director                                 06/29/04
------------------
Cheng Deqiang





                                       6
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               YI WAN GROUP, INC.
                                 --------------
             (Exact name of registrant as specified in its charter)

             FLORIDA                                     33-0960062
             -------                                     ----------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

                           101 E. 52 STREET, 9TH FLOOR
                            NEW YORK, NEW YORK 10022
                                     -------
                    (Address of principal executive offices)

                  CONSULTING AGREEMENT WITH STANLEY WUNDERLICH
                        CONSULTING AGREEMENT WITH YALE YU
                                     -------
                            (Full title of the plan)

                             ARTHUR S. MARCUS, ESQ.
                           101 E. 52 STREET, 9TH FLOOR
                          NEW YORK, NEW YORK 10022-6018
                                     -------
                     (Name and address of agent for service)

                                 (212) 752-9700
                                     -------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS                                           PROPOSED              PROPOSED
OF SECURITIES                  AMOUNT TO                   MAXIMUM OFFERING      MAXIMUM AGGREGATE
TO BE REGISTERED              BE REGISTERED (2)            PRICE PER SHARE (1)    OFFERING PRICE      AMOUNT OF REGISTRATION FEE
-------------------           -----------------------      -------------------   ------------------   --------------------------
Common Stock                       325,000                      $1.50                 $487,500                  $61.77
No Par Value Per Share
(1)  The price is estimated in accordance with Rule 457(h)(1) under the
          Securities Act of 1933, as amended, solely for the purpose of
          calculating the registration fee, based on the last sale price of the
          shares of common stock as reported on the OTC Bulletin Board on June
          21, 2004 ($1.50).

     (2)  Pursuant to a Consulting Agreement with Stanley Wunderlich dated on or
          about April 15, 2004, Yi Wan Group, Inc. intends to issue 125,000
          shares of its common stock to Stanley Wunderlich. Pursuant to a
          Consulting Agreement with Yale Yu dated on or about June 15, 2004, Yi
          Wan Group, Inc. intends to issue 200,000 shares of its common stock to
          Yale Yu.
EXPLANATORY NOTE

We prepared this registration statement in accordance with the requirements of
Form S-8 under the Securities Act of 1933, as amended, to register an aggregate
of 325,000 shares of our common stock, no par value per share, to be issued
pursuant to a Consulting Agreement between Yi Wan Group, Inc. and Stanley
Wunderlich dated on or about April 15, 2004 (the "Wunderlich Agreement") and a
Consulting Agreement between Yi Wan Group, Inc. and Yale Yu dated on or about
June 15, 2004 (the "Yu Agreement" and together with the Wunderlich Agreement,
the "Agreements").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  Plan Information

We will send or give the documents containing the information specified in Part
I of Form S-8 to the consultants as specified by the Securities and Exchange
Commission Rule 428(b)(1) under the Securities Act of 1933, as amended. We do
not need to file these documents with the Securities and Exchange Commission
either as part of this registration statement or as a prospectus or prospectus
supplement under Rule 424 of the Securities Act of 1933 Act, as amended.

ITEM 2.  Registrant Information and Employee Plan Annual Information

We will send or give the documents containing the information specified in Part
I of Form S-8 to the consultants as specified by the Securities and Exchange
Commission Rule 428(b)(1) under the Securities Act of 1933, as amended. We do
not need to file these documents with the Securities and Exchange Commission
either as part of this registration statement or as a prospectus or prospectus
supplement under Rule 424 of the Securities Act of 1933 Act, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" information into this
registration statement, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this registration
statement, except for any information superseded by information in this
registration statement.

We filed the following documents, which are incorporated into this registration
statement by reference:

       1.  Our Form 10-Q Quarterly Report for the Period Ended March 31, 2004,
           filed on May 14, 2004.

       2.  Our Form 10-K Annual Report for the Period Ended December 31, 2003,
           filed on March 30, 2004.

       3.  Our Form 10 filed with the Commission on August 24, 2001 (Commission
           File No. 0-33119), pursuant to Section 12(g) of the Exchange Act, and
           amendments to the Form 10 filed November 7, 2001, January 7, 2002,
           February 7, 2002, March 28, 2002, and May 22, 2002.

In addition to the foregoing, all documents that we subsequently file pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment indicating that
all of the securities offered have been sold or deregistering all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this registration statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in this registration statement or in any subsequently filed document that is
also incorporated by reference in this registration statement modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, UPON ORAL OR WRITTEN REQUEST, A
COPY OF ANY OR ALL DOCUMENTS INCORPORATED BY REFERENCE INTO THIS REGISTRATION
STATEMENT (EXCLUDING EXHIBITS, UNLESS THE EXHIBITS ARE SPECIFICALLY INCORPORATED
BY REFERENCE INTO THE INFORMATION THE REGISTRATION STATEMENT INCORPORATES).
REQUESTS SHOULD BE DIRECTED TO ARTHUR S. MARCUS, 101 E. 52 STREET, 9TH FLOOR,
NEW YORK, NEW YORK 10022. OUR TELEPHONE NUMBER AT THAT LOCATION IS (212)
752-9700.

You may read and copy any reports, statements or other information we have filed
at the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. Our filings are also available on the Internet at the
SEC's website at http:\\www.sec.gov.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Articles of Incorporation provide that we shall indemnify our officers and
directors to the full extent permitted by law. The Florida Statutes governing
corporations provides:

607.0850  Indemnification of officers, directors, employees, and agents.--

      (1) A corporation shall have power to indemnify any person who was or is a
party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he or she is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
liability incurred in connection with such proceeding, including any appeal
thereof, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any proceeding by
judgment, order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

      (2) A corporation shall have power to indemnify any person, who was or is
a party to any proceeding by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made under
this subsection in respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable unless, and only to the extent
that, the court in which such proceeding was brought, or any other court of
competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

      (3) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim, issue, or matter therein, he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.

      (4) Any indemnification under subsection (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:

            (a) By the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such proceeding;

            (b) If such a quorum is not obtainable or, even if obtainable, by
majority vote of a committee duly designated by the board of directors (in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;

            (c) By independent legal counsel:

                1.    Selected by the board of directors prescribed in paragraph
(a) or the committee prescribed in paragraph (b); or

                2.    If a quorum of the directors cannot be obtained for
paragraph (a) and the committee cannot be designated under paragraph (b),
selected by majority vote of the full board of directors (in which directors who
are parties may participate); or

            (d) By the shareholders by a majority vote of a quorum consisting of
shareholders who were not parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of shareholders who were not parties to such
proceeding.

      (5) Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons specified by paragraph (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

                                       2
(6) Expenses incurred by an officer or director in defending a civil or
criminal proceeding may be paid by the corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he or she is ultimately found
not to be entitled to indemnification by the corporation pursuant to this
section. Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.

      (7) The indemnification and advancement of expenses provided pursuant to
this section are not exclusive, and a corporation may make any other or further
indemnification or advancement of expenses of any of its directors, officers,
employees, or agents, under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
However, indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute:

            (a) A violation of the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his or her conduct was lawful
or had no reasonable cause to believe his or her conduct was unlawful;

            (b) A transaction from which the director, officer, employee, or
agent derived an improper personal benefit;

            (c)   In the case of a director, a circumstance under which the
liability provisions of s. 607.0834 are applicable; or

            (d) Willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.

      (8) Indemnification and advancement of expenses as provided in this
section shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

      (9) Unless the corporation's articles of incorporation provide otherwise,
notwithstanding the failure of a corporation to provide indemnification, and
despite any contrary determination of the board or of the shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for indemnification or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction. On receipt of an application, the
court, after giving any notice that it considers necessary, may order
indemnification and advancement of expenses, including expenses incurred in
seeking court-ordered indemnification or advancement of expenses, if it
determines that:

            (a) The director, officer, employee, or agent is entitled to
mandatory indemnification under subsection (3), in which case the court shall
also order the corporation to pay the director reasonable expenses incurred in
obtaining court-ordered indemnification or advancement of expenses;

            (b) The director, officer, employee, or agent is entitled to
indemnification or advancement of expenses, or both, by virtue of the exercise
by the corporation of its power pursuant to subsection (7); or

            (c) The director, officer, employee, or agent is fairly and
reasonably entitled to indemnification or advancement of expenses, or both, in
view of all the relevant circumstances, regardless of whether such person met
the standard of conduct set forth in subsection (1), subsection (2), or
subsection (7).

      (10) For purposes of this section, the term "corporation" includes, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any person who is or was a director, officer, employee, or agent of a
constituent corporation, or is or was serving at the request of a constituent
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving corporation as he
or she would have with respect to such constituent corporation if its separate
existence had continued.

      (11) For purposes of this section:

            (a) The term "other enterprises" includes employee benefit plans;

            (b) The term "expenses" includes counsel fees, including those for
appeal;

            (c) The term "liability" includes obligations to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to any
employee benefit plan), and expenses actually and reasonably incurred with
respect to a proceeding;

                                       3
(d) The term "proceeding" includes any threatened, pending, or
completed action, suit, or other type of proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal;

            (e) The term "agent" includes a volunteer;

            (f) The term "serving at the request of the corporation" includes
any service as a director, officer, employee, or agent of the corporation that
imposes duties on such persons, including duties relating to an employee benefit
plan and its participants or beneficiaries; and

            (g) The term "not opposed to the best interest of the corporation"
describes the actions of a person who acts in good faith and in a manner he or
she reasonably believes to be in the best interests of the participants and
beneficiaries of an employee benefit plan.

      (12) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against the
person and incurred by him or her in any such capacity or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify the person against such liability under the provisions of this
section.

     Insofar as indemnification by us for liabilities arising under the
Securities Act may be permitted to our officers and directors pursuant to the
foregoing provisions or otherwise, we are aware that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.

ITEM 8.  EXHIBITS.

Exhibit
Number        Description

5.1         Opinion of Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP.

10.1        Consulting Agreement between Yi Wan Group, Inc. and Stanley W
            underlich dated as of April 15, 2004.

10.2        Consulting Agreement between Yi Wan Group, Inc. and Yale Yu dated as
            of June 15, 2004.

23.1        Consent of Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP (included
            in Exhibit 5.1)

23.2        Consent of Moore Stephens Wurth Frazer and Torbet, LLP, Certified
            Public Accountants

ITEM 9.  UNDERTAKINGS.

         (a) We hereby undertake:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                           (i) To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of this registration
                           statement (or the most recent post-effective
                           amendment hereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in this registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in this registration statement or any
                           material change to such information in this
                           registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by our company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such

                                       4
securities at the time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) We hereby undertake that, for purposes of determining any liability
         under the Securities Act of 1933, each filing of our annual report
         pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
         1934 that is incorporated by reference in this registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         persons controlling our company pursuant to the foregoing provisions,
         or otherwise, we have been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Securities Act of 1933 and is,
         therefore, unenforceable. In the event that a claim for indemnification
         against such liabilities (other than the payment by our company of
         expenses incurred or paid by a director, officer or controlling person
         of our company in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or controlling person
         in connection with the securities being registered, we will, unless in
         the opinion of our counsel the matter has been settled by controlling
         precedent, submit to a court of appropriate jurisdiction the question
         whether such indemnification by it is against public policy as
         expressed in the Securities Act of 1933 and will be governed by the
         final adjudication of such issue.

                                       5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jiaozuo, province of Henan, People's Republic of
China, on this 25th day of June, 2004

                                 YI WAN GROUP, INC.
                                 (Registrant)

                                 By:

                                 /s/ CHENG WAN MING
                                 -----------------------------
                                 Cheng Wan Ming, Chairman and
                                 President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

      Signature                      Title                           Date
      ---------                      -----                           ----

/s/ CHENG WAN MING        Chairman of Board, President,            06/29/04
------------------        Chief Executive Officer
Cheng Wan Ming

/s/ WU ZEMING             Chief Financial Officer and Director     06/29/04
------------------
Wu Zeming

/s/ YOU YINGLIU           Director                                 06/29/04
------------------
You Yingliu

/s/ LUO GUANYING          Director                                 06/29/04
------------------
Luo Guanying

/s/ LIANG XIAOGEN         Director                                 06/29/04
------------------
Liang Xiaogen

/s/ CHENG MANLI           Director                                 06/29/04
------------------
Cheng Manli

/s/ CEN MINHONG           Director                                 06/29/04
------------------
Cen Minhong

/s/ CHENG WANQING         Director                                 06/29/04
------------------
Cheng Wanqing

/s/ CHENG DEQIANG         Director                                 06/29/04
------------------
Cheng Deqiang

                                       6