SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON DC 20549

                                ______________

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)   January 12, 2001
                                                   ----------------

                           HOLMES MICROSYSTEMS, INC.
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               (Exact name of Registrant as Specified in Charter)


           Texas                     000-18257              91-1939829
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(State of Other Jurisdiction       (Commission            (IRS Employer
     of Incorporation)             File Number)         Identification No.)


      80 Zhong Shan Er Road, Guangzhou, People's Republic of China 510080
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(Address of Principal Executive Offices)


Registrant's telephone number, including area code    (8620) 8387-9773
                                                      --------------------------


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         (Former name or Former Address, if Changed Since Last Report)


Item 1.  Changes in Control of Registrant.

Holmes Microsystems, Inc. (the "Registrant") entered into an Exchange Agreement,
dated as of January 12 , 2001 (the "Exchange Agreement") by and among the
Registrant, Guangdong Gosun Communication Equipment Sales Co., Ltd. ("Gosun"),
Kip Eardley, Howard Oveson and the shareholders of Gosun named therein (the
"Gosun Shareholders").  Pursuant to the Exchange Agreement, on January 12, 2001
(the "Closing"), the Registrant acquired from the Gosun Shareholders all of the
equity interests of Gosun (the "Acquisition") in exchange for fifteen million
seven hundred nine thousand one hundred thirty (15,709,130) shares of the
Registrant's common stock representing 89% of the issued and outstanding shares
of the Registrant after giving effect to the Acquisition.

On the Closing, Kip Eardly resigned from the board of directors and Yi-biao
Chen, Jie-chao Yang, Jin-qiu Mai, Xue-hou Liu and Hung Kee Lai became members of
the board of directors of the Registrant.  The directors then elected Yi-biao
Chen as the Chairman of the Board.

The following table sets forth certain information after giving effect to the
issuance of the securities at the Closing with respect to the beneficial
ownership of the outstanding shares of common stock by the Registrant's
directors, executive officers and each person known to the Registrant who owns
in excess of 5% of the outstanding shares of common stock and the directors and
executive officers of the Registrant as a group.

Each person listed below has personal and sole beneficial ownership of the
shares of common stock listed with their name:




              Name                                               Total Number
                                                                   of Shares          Percentage Ownership
                                                                                
Yi-biao Chen                                                       9,803,197                 55.55%
Business Affairs Entertainment Inc.                                1,109,322                  6.27%
All Directors and Executive Offiicers (5 persons)                 11,805,038                 66.90%



Item 2.  Acquisition or Disposition of Assets.

The information set forth above under "Item 1.  Changes in Control of
Registrant" is incorporated herein by reference.

As described in Item 1 above, pursuant to the Exchange Agreement, the Registrant
acquired all of the issued and outstanding equity interest of Gosun.  In
consideration therefor, the Registrant issued to the Gosun Shareholders fifteen
million seven hundred nine thousand one hundred thirty (15,709,130) shares of
the Registrant's common stock.  The consideration for the acquisition of Gosun
was negotiated on an arms length basis.

Gosun is a company organized under the laws of the People's Republic of China
and is engaged in the operation of a retail chain selling cellular phones and
related products in the People's Republic of China.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)  On January 25, 2001 the Registrant advised Pritchett, Siler & Hardy, P.C.
     ("Pritchett") that it would not be appointed as the Registrant's auditors
     for the year ended December 31, 2000.

(b)  During either of the past two fiscal years, and any subsequent interim
     period, Pritchett's reports on the Registrant's financial statements have
     not contained adverse opinions or disclaimers of opinion except that
     Pritchett's report for the fiscal year ended January 31, 2000 contained a
     going concern qualification.  During either of the past two fiscal years,
     and any subsequent interim period, there have not been any


     disagreements between Pritchett and the Registrant on any matter of
     accounting principles or practices, financial statement disclosure, or
     auditing scope or procedure or any reportable events between Pritchett and
     the Registrant.

(c)  The Registrant has requested Pritchett to furnish it with a letter
     addressed to the Securities and Exchange Commission stating whether or not
     it agrees with the statements made by the Registrant in response to Item 4
     and, if not, stating the respects in which it does not agree.  The
     Registrant delivered a copy of this Form 8-K report to Pritchett on January
     25, 2001.  The Registrant will file such letter as an amendment to this
     Form 8-K.

(d)  On January 22, 2001, the Board of Directors of the Registrant appointed BDO
     International as independent auditors of the Registrant for the fiscal year
     ended December 31, 2000.  Prior to the engagement of BDO International,
     neither the Registrant nor anyone on its behalf consulted with such firm
     regarding the application of accounting principles to a specified
     transaction whether completed or uncompleted, or type of audit opinion that
     might be rendered on the Registrant's financial statements.

Item 5.  Other Events.

a)  The Registrant has moved its principal executive offices from  57 West 200
South, Suite 310, Salt Lake City, Utah 84101 to 80 Zhong Shan Er Road,
Guangzhou, People's Republic of China 510080.

b)  The Registrant has elected to change its fiscal year from January 31 to
December 31 effective with the fiscal year ended December 31, 2000.


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

a)  Financial Statements of Businesses Acquired.

b)  Pro Forma Financial Information.

    The financial statements required by these items are not included in this
    initial report on form 8-K. Such financial statements will be filed by
    amendment not later than 60 days from the date hereof.

(c) Exhibits.
    10.1  Share Exchange Agreement, dated as of January 12, 2001 by and among,
          Holmes Microsystems, Inc., Guangdong Gosun Communication Equipment
          Sales Co., Ltd. ("Gosun"), Kip Eardly and Howard Overson and the
          shareholders of Gosun.


                                   SIGNATURES

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

                                             HOLMES MICROSYSTEMS, INC.
Date  January 24, 2001
                                             By /s/ Yi-biao Chen
                                                ----------------
                                             Name: Yi-biao Chen
                                             Title:  Chairman of the Board