As filed with the Securities and Exchange Commission on December 26, 2001
                                 Reg. No. 33

                     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
 incorporation or organization)                        identification No.)

                         No. 189 Middle Min Zhu Road
                 Jiaozuo, Henan, People's Republic of  China
                                   454150
                  (Address of principal executive offices)
                     ___________________________________

                    LEGAL SERVICES COMPENSATION AGREEMENT
                            (Full title of plan)
                     ___________________________________

                                Chen Wan Ming
                         No. 189 Middle Min Zhu Road
                         Jiaozuo, Henan, P. R. China
                                   454150
                   (Name and address of agent for service)

                               86-391-262-3227
        (Telephone number, including area code of agent for service)

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
___________________________________________________________________________________________
                                          Proposed                             Proposed
                                           maximum                             maximum
Title of securities    Amount to be    offering price      Aggregate          Amount of
 to be registered       Registered        per share      offering Price    registration fee
___________________________________________________________________________________________

<s>                       <c>               <c>            <c>                  <c>
Common Stock              250,000           $1.00          $250,000             $62.51
___________________________________________________________________________________________
</TABLE>

      Estimated solely for the purpose of determining the amount of
registration fee and pursuant to Rules 457(c) and 457 (h) of the General
Rules and Regulations under the Securities Act of 1993, based upon the book
value of the Company's common stock existing at September 30, 2001.

<PAGE>


                                   PART I

            INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

          *     Information required by Part 1 to be contained in the
                Section 10(a) prospectus is omitted from the registration
                statement in accordance with Rule 428 under the Securities
                Act of 1933.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

      The following documents filed by Yi Wan Group, Inc. (the ACompany@)
with the Securities and Exchange Commission (the ACommission@) are
incorporated by reference herein:

      (a)   the Company's Form 10/A filed with the Commission on November
7, 2001 (Commission File No. 0-33119), pursuant to Section 12 of the
Exchange Act, in which there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock;

      (b)   all other reports filed by the Company pursuant to Section
13(a) or Section 15 (d) of the Securities Exchange Act of 1934, as amended
(the AExchange Act@), since December 7, 2001 through the date hereof;

      (c)   the Company's quarterly  report on Form 10-Q for the period
ended September 30, 2001 (Commission File No. 0-33119): and

      (d)   any document filed by the Company with the Commission pursuant
to Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of
filing of such documents.

Item 4.   Description of Securities

      Not applicable.

<PAGE>  1


Item 5.   Interests of Named Experts and Counsel

      None

Item 6.   Indemnification of Directors and Officers

      The Company's articles of incorporation provides that the Company
for indemnification of 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

<PAGE>  2


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.

      (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:

<PAGE>  3


            (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;

<PAGE>  4


            (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 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 the Company for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Company 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

      The Exhibits to this registration statement are listed in the index
to Exhibits on page 7.

Item 9.   Undertakings

      (a)   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:

<PAGE>  5


                  (i)   To include any prospectus required by Section
            10(a)(3) of the securities Act 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 thereof) which,
            individually or in the aggregate, represent a fundamental
            change in the information set forth in this 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 paragraph (1)(i) and (I)(ii) do not apply if the
            information required to be included in a post-effective
            amendment by those paragraph is contained in periodic reports
            filed by the Company pursuant to Section 13 or Section 15 (d)
            of the Exchange Act 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 amendments 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.

             To remove from registration by mean of a post-effective
      amendment any of the securities being registered hereunder that
      remain unsold at the termination of the offering.

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

            (3)   Insofar as indemnification for liabilities arising under
      the Securities Act of 1933 may be permitted to directors, officers
      and controlling persons of the Company pursuant to the above-
      described provisions or otherwise, the Company has been advised that
      in the opinion of the 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
      the Company of expenses incurred or paid by a director, officer or
      controlling person of the 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, the Company 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

<PAGE>  6


      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.


                                 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 a form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Beijing, People's Republic of China,
December 20, 2001.

Yi Wan Group, Inc.

Date:  December 20, 2001

By /s/ Cheng Wan Ming
Cheng Wan Ming, President


                              INDEX TO EXHIBITS

Exhibit
No.             Description
-------         -----------

4.1             Legal Services Agreement (Brenda Hamilton, Esq. qua sole
                shareholder of Hamilton, Lehrer & Dargan, P.A.)

5.1             Opinion of Counsel, regarding the legality of the
                securities registered hereunder.

23.1            Consent of Independent Public Accountants.

                Consent of Counsel (included as part of Exhibit 5.1)

<PAGE>  7
[{"type": "S-8", "sequence": "1", "filename": "yiwan-s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23084}]
{"company-data": {"conformed-name": "YI WAN GROUP INC", "cik": "0001157667", "assigned-sic": "6770", "irs-number": "330960062"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75986", "film-number": "1823536"}, "business-address": {"phone": "011860165156373"}}
As filed with the Securities and Exchange Commission on December 26, 2001
                                 Reg. No. 33

                     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
 incorporation or organization)                        identification No.)

                         No. 189 Middle Min Zhu Road
                 Jiaozuo, Henan, People's Republic of  China
                                   454150
                  (Address of principal executive offices)
                     ___________________________________

                    LEGAL SERVICES COMPENSATION AGREEMENT
                            (Full title of plan)
                     ___________________________________

                                Chen Wan Ming
                         No. 189 Middle Min Zhu Road
                         Jiaozuo, Henan, P. R. China
                                   454150
                   (Name and address of agent for service)

                               86-391-262-3227
        (Telephone number, including area code of agent for service)

                       CALCULATION OF REGISTRATION FEE
___________________________________________________________________________________________
                                          Proposed                             Proposed
                                           maximum                             maximum
Title of securities    Amount to be    offering price      Aggregate          Amount of
 to be registered       Registered        per share      offering Price    registration fee
___________________________________________________________________________________________
Common Stock              250,000           $1.00          $250,000             $62.51
___________________________________________________________________________________________
Estimated solely for the purpose of determining the amount of
registration fee and pursuant to Rules 457(c) and 457 (h) of the General
Rules and Regulations under the Securities Act of 1993, based upon the book
value of the Company's common stock existing at September 30, 2001.
PART I

            INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

          *     Information required by Part 1 to be contained in the
                Section 10(a) prospectus is omitted from the registration
                statement in accordance with Rule 428 under the Securities
                Act of 1933.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

      The following documents filed by Yi Wan Group, Inc. (the ACompany@)
with the Securities and Exchange Commission (the ACommission@) are
incorporated by reference herein:

      (a)   the Company's Form 10/A filed with the Commission on November
7, 2001 (Commission File No. 0-33119), pursuant to Section 12 of the
Exchange Act, in which there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock;

      (b)   all other reports filed by the Company pursuant to Section
13(a) or Section 15 (d) of the Securities Exchange Act of 1934, as amended
(the AExchange Act@), since December 7, 2001 through the date hereof;

      (c)   the Company's quarterly  report on Form 10-Q for the period
ended September 30, 2001 (Commission File No. 0-33119): and

      (d)   any document filed by the Company with the Commission pursuant
to Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of
filing of such documents.

Item 4.   Description of Securities

      Not applicable.
1

Item 5.   Interests of Named Experts and Counsel

      None

Item 6.   Indemnification of Directors and Officers

      The Company's articles of incorporation provides that the Company
for indemnification of 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
2

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.

      (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:
3

            (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;
4

            (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 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 the Company for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Company 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

      The Exhibits to this registration statement are listed in the index
to Exhibits on page 7.

Item 9.   Undertakings

      (a)   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:
5

                  (i)   To include any prospectus required by Section
            10(a)(3) of the securities Act 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 thereof) which,
            individually or in the aggregate, represent a fundamental
            change in the information set forth in this 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 paragraph (1)(i) and (I)(ii) do not apply if the
            information required to be included in a post-effective
            amendment by those paragraph is contained in periodic reports
            filed by the Company pursuant to Section 13 or Section 15 (d)
            of the Exchange Act 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 amendments 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.

             To remove from registration by mean of a post-effective
      amendment any of the securities being registered hereunder that
      remain unsold at the termination of the offering.

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

            (3)   Insofar as indemnification for liabilities arising under
      the Securities Act of 1933 may be permitted to directors, officers
      and controlling persons of the Company pursuant to the above-
      described provisions or otherwise, the Company has been advised that
      in the opinion of the 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
      the Company of expenses incurred or paid by a director, officer or
      controlling person of the 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, the Company 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
6

      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.

                                 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 a form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Beijing, People's Republic of China,
December 20, 2001.

Yi Wan Group, Inc.

Date:  December 20, 2001

By /s/ Cheng Wan Ming
Cheng Wan Ming, President

                              INDEX TO EXHIBITS

Exhibit
No.             Description
-------         -----------

4.1             Legal Services Agreement (Brenda Hamilton, Esq. qua sole
                shareholder of Hamilton, Lehrer & Dargan, P.A.)

5.1             Opinion of Counsel, regarding the legality of the
                securities registered hereunder.

23.1            Consent of Independent Public Accountants.

                Consent of Counsel (included as part of Exhibit 5.1)
7