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. 52nd Street, 9th Floor
            New York, NY                                  10022
(Address of principal executive offices)                (Zip Code)


                           2004 CONSULTANT STOCK PLAN
                            (Full title of the plan)

                             Arthur S. Marcus, Esq.
                          101 E. 52nd 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)

                                   copies to:

                                Kevin Leung, Esq.
                             Richardson & Patel LLP
                         10900 Wilshire Blvd. Suite 500
                              Los Angeles, CA 90024


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
   TO BE REGISTERED        REGISTERED(1)           SHARE(2)              PRICE(2)         REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                           <C>                    <C>                 <C>                   <C>
Common Stock                  500,000                $0.71               $355,000              $44.98
=============================================================================================================
</TABLE>

(1) Includes an indeterminate  number of additional shares that may be issued to
adjust the number of shares issued  pursuant to the stock plan described  herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.

(2) Estimated  pursuant to Rule 457(h) solely for purposes of calculating amount
of registration  fee, based upon the average of the high and low prices reported
on December 8, 2004, as reported on the OTC Electronic Bulletin Board.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Yi Wan Group,  Inc. (the "Company")  hereby  incorporates by reference into
this registration  statement the following  documents  previously filed with the
Securities and Exchange Commission (the "Commission"):

     (a) The Annual Report for the fiscal year ended December 31, 2003, filed by
the Company with the  Commission on Form 10K on March 30, 2004,  which  contains
audited  consolidated  financial  statements for the most recent fiscal year for
which such statements have been filed.

     (b) The Quarterly  Reports for the quarter  ended March 31, 2004,  June 30,
2004 and September 30, 2004 filed by the Company with the Commission on Form 10Q
on May 14, 2004, August 16, 2004 and November 15, 2004, respectively.

     (c) The  description  of the  Company's  common  stock is  included  in the
registration statement on Form 10, file no. 000-33119, filed with the Commission
on August 24, 2001, as amended on November 7, 2001, January 7, 2002, February 7,
2002, March 28, 2002 and May 22, 2002.

     (d) In addition,  all documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference  into this  registration  statement  and to be a part
hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.  The class of securities to be offered is registered  under
Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Richardson  &  Patel  LLP has  given  an  opinion  on the  validity  of the
securities  being  registered  hereunder.  Erick  Richardson  and Nimish  Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock pursuant to this Form S-8 registration statement.


                                       2
<PAGE>

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.


                                       3
<PAGE>

(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.

(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


                                       4
<PAGE>

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


                                       5
<PAGE>

     (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;

     (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


                                       6
<PAGE>

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 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

        4.   2004 Consultant Stock Plan
        5.   Opinion regarding legality
       23.1  Consent of Moore Stephens Wurth Frazer and Torbet, LLP,
             Certified Public Accountants
       23.2  Consent of Richardson & Patel LLP (included in Exhibit 5)

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

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

     To  include  any  material   information   with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the 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  securities at that 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.

4.   The  undersigned  registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the


                                       7
<PAGE>

Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

5.   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant 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, the registrant will, unless in the opinion of its 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 Act and will be governed by the final adjudication of
such issue.



                                       8
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 6th day of December, 2004.

                                          YI WAN GROUP, INC.
                                          a Florida Corporation

                                          /s/ Cheng Wan Ming
                                          --------------------------------------
                                          By:  Cheng Wan Ming
                                          Its: Chairman and President

     Pursuant to the  requirements  of the Securities Act of 1933, this Form S-8
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

Dated:  December 6, 2004                  /s/ Cheng Wan Ming
                                          --------------------------------------
                                          Cheng Wan Ming, Chairman of the Board,
                                          President and Chief Executive Officer

Dated:  December 6, 2004                  /s/ Wu Zeming
                                          --------------------------------------
                                          Wu Zeming, Chief Financial Officer and
                                          Director

Dated:  December 6, 2004                  /s/ You Yingliu
                                          --------------------------------------
                                          You Yingliu, Director

Dated:  December 6, 2004                  /s/ Lou Guanying
                                          --------------------------------------
                                          Lou Guanying, Director

Dated:  December 6, 2004                  /s/ Liang Xiaogen
                                          --------------------------------------
                                          Liang Xiaogen, Director


                                       9
<PAGE>


Dated:  December 6, 2004                  /s/ Cheng Manli
                                          --------------------------------------
                                          Cheng Manli, Director

Dated:  December 6, 2004                  /s/ Cen Minhong
                                          --------------------------------------
                                          Cen Minhong, Director

Dated:  December 6, 2004                  /s/ Cheng Wanqing
                                          --------------------------------------
                                          Cheng Wanqing, Director

Dated:  December 6, 2004                  /s/ Cheng Deqiang
                                          --------------------------------------
                                          Cheng Deqiang, Director



                                       10
<PAGE>

                                INDEX TO EXHIBITS


Exhibit Number    Description

      4.          2004 Consultant Stock Plan
      5.          Opinion regarding legality
     23.1         Consent of Moore Stephens Wurth Frazer and Torbet, LLP,
                  Certified Public Accountants
     23.2         Consent of Richardson & Patel LLP (included in Exhibit 5)



                                       11
[{"type": "S-8", "sequence": "1", "filename": "p1237-s8.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 25244}]
{"company-data": {"conformed-name": "YI WAN GROUP INC", "cik": "0001157667", "assigned-sic": "6500", "irs-number": "330960062", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121103", "film-number": "041192488"}, "business-address": {"street1": "101 E. 52 STREET", "street2": "9TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022-6018", "phone": "212-752-9700"}, "mail-address": {"street1": "101 E. 52 STREET", "street2": "9TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022-6018"}}
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. 52nd Street, 9th Floor
            New York, NY                                  10022
(Address of principal executive offices)                (Zip Code)

                           2004 CONSULTANT STOCK PLAN
                            (Full title of the plan)

                             Arthur S. Marcus, Esq.
                          101 E. 52nd 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)

                                   copies to:

                                Kevin Leung, Esq.
                             Richardson & Patel LLP
                         10900 Wilshire Blvd. Suite 500
                              Los Angeles, CA 90024

                         CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
   TO BE REGISTERED        REGISTERED(1)           SHARE(2)              PRICE(2)         REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock                  500,000                $0.71               $355,000              $44.98
=============================================================================================================
(1) Includes an indeterminate  number of additional shares that may be issued to
adjust the number of shares issued  pursuant to the stock plan described  herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.

(2) Estimated  pursuant to Rule 457(h) solely for purposes of calculating amount
of registration  fee, based upon the average of the high and low prices reported
on December 8, 2004, as reported on the OTC Electronic Bulletin Board.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Yi Wan Group,  Inc. (the "Company")  hereby  incorporates by reference into
this registration  statement the following  documents  previously filed with the
Securities and Exchange Commission (the "Commission"):

     (a) The Annual Report for the fiscal year ended December 31, 2003, filed by
the Company with the  Commission on Form 10K on March 30, 2004,  which  contains
audited  consolidated  financial  statements for the most recent fiscal year for
which such statements have been filed.

     (b) The Quarterly  Reports for the quarter  ended March 31, 2004,  June 30,
2004 and September 30, 2004 filed by the Company with the Commission on Form 10Q
on May 14, 2004, August 16, 2004 and November 15, 2004, respectively.

     (c) The  description  of the  Company's  common  stock is  included  in the
registration statement on Form 10, file no. 000-33119, filed with the Commission
on August 24, 2001, as amended on November 7, 2001, January 7, 2002, February 7,
2002, March 28, 2002 and May 22, 2002.

     (d) In addition,  all documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference  into this  registration  statement  and to be a part
hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.  The class of securities to be offered is registered  under
Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Richardson  &  Patel  LLP has  given  an  opinion  on the  validity  of the
securities  being  registered  hereunder.  Erick  Richardson  and Nimish  Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock pursuant to this Form S-8 registration statement.

                                       2
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.

                                       3
(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.

(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

                                       4
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

                                       5
(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;

     (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

                                       6
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 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

        4.   2004 Consultant Stock Plan
        5.   Opinion regarding legality
       23.1  Consent of Moore Stephens Wurth Frazer and Torbet, LLP,
             Certified Public Accountants
       23.2  Consent of Richardson & Patel LLP (included in Exhibit 5)

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

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

     To  include  any  material   information   with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the 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  securities at that 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.

4.   The  undersigned  registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the

                                       7
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

5.   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant 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, the registrant will, unless in the opinion of its 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 Act and will be governed by the final adjudication of
such issue.

                                       8
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 6th day of December, 2004.

                                          YI WAN GROUP, INC.
                                          a Florida Corporation

                                          /s/ Cheng Wan Ming
                                          --------------------------------------
                                          By:  Cheng Wan Ming
                                          Its: Chairman and President

     Pursuant to the  requirements  of the Securities Act of 1933, this Form S-8
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

Dated:  December 6, 2004                  /s/ Cheng Wan Ming
                                          --------------------------------------
                                          Cheng Wan Ming, Chairman of the Board,
                                          President and Chief Executive Officer

Dated:  December 6, 2004                  /s/ Wu Zeming
                                          --------------------------------------
                                          Wu Zeming, Chief Financial Officer and
                                          Director

Dated:  December 6, 2004                  /s/ You Yingliu
                                          --------------------------------------
                                          You Yingliu, Director

Dated:  December 6, 2004                  /s/ Lou Guanying
                                          --------------------------------------
                                          Lou Guanying, Director

Dated:  December 6, 2004                  /s/ Liang Xiaogen
                                          --------------------------------------
                                          Liang Xiaogen, Director

                                       9
Dated:  December 6, 2004                  /s/ Cheng Manli
                                          --------------------------------------
                                          Cheng Manli, Director

Dated:  December 6, 2004                  /s/ Cen Minhong
                                          --------------------------------------
                                          Cen Minhong, Director

Dated:  December 6, 2004                  /s/ Cheng Wanqing
                                          --------------------------------------
                                          Cheng Wanqing, Director

Dated:  December 6, 2004                  /s/ Cheng Deqiang
                                          --------------------------------------
                                          Cheng Deqiang, Director

                                       10
INDEX TO EXHIBITS

Exhibit Number    Description

      4.          2004 Consultant Stock Plan
      5.          Opinion regarding legality
     23.1         Consent of Moore Stephens Wurth Frazer and Torbet, LLP,
                  Certified Public Accountants
     23.2         Consent of Richardson & Patel LLP (included in Exhibit 5)

                                       11