**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM 10-QSB**










o
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934****For
                the quarter ended March 31,
                2006**




**-OR-**





o
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934****For
                the transition period from to**







**Commission
      File Number 0-12423**










**ALONG
      MOBILE TECHNOLOGIES, INC.**


(Exact
      Name of Registrant as Specified in Its Charter)




**NEVADA**
            
            **94-2906927**(State
                or other jurisdiction of
            
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)







**No.
                88, 9****th****Floor, Western Part of the 2****nd****South Ring Road,**
              **Xi’an
                City, Shaanxi Province, PRC**
              (Address
                of principal executive offices)
            
            **710065**
              (Zip
                code)





Registrant’s
      telephone number, including area code: **011-86-29-88360097**





Former
      fiscal year ended: August 31


(Former
      name, former address or former fiscal year, if changed since last
      report)





Check
      whether the issuer: (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past
      90 days. Yes þ No o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one): Large accelerated filer o 
      Accelerated filer o 
      Non-accelerated filer þ





Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange) Yes oNo þ





The
      number of shares outstanding of each of the Registrant’s classes of common
      stock, as of July 11, 2006 was 70,000,000 shares, all of one class of $0.001
      par
      value Common Stock.








-1-


**ALONG
        MOBILE TECHNOLOGIES, INC.**
 **FORM
        10-QSB**
 **Quarter
        Ended March 31, 2006**
 
 **TABLE
        OF CONTENTS**
  **FINANCIAL
                  INFORMATION**
              **PAGE**Item
                  1.
              Consolidated
                  Financial StatementsUnaudited
                  Condensed Consolidated BalanceSheet
                  as of March 31, 2006
              3Unaudited
                  Condensed Statements of Operations and Comprehensive
                  Incomefor
                  the Three Months Ended March 31, 2006 (Consolidated) and
                  2005
              4Unaudited
                  Condensed Statements of Cash Flows for the Three MonthsEnded
                  March 31, 2006 (Consolidated) and 2005
              5Notes
                  to Unaudited Condensed Consolidated Financial Statementsas
                  of March 31, 2006
              6Item
                  2.
              Managements
                  Discussion and Analysis of Financial Condition orPlan
                  of Operation
              9Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              18Item
                  4.
              Controls
                  and Procedures
              19**PART
                  II—OTHER INFORMATION**Item
                  1.
              Legal
                  Proceedings
              19Item
                  1A
              Risk
                  Factors
              19Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              28Item
                  3.
              Defaults
                  Upon Senior Securities
              28Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              28Item
                  5.
              Other
                  Information
              28Item
                  6.
              Exhibits
                  and Reports on Form 8-K
              28**SIGNATURES**
              **28**
 
 -2-
 **PART
                  1: FINANCIAL INFORMATION**ALONG
                  MOBILE TECHNOLOGIES, INC.CONDENSED
                  CONSOLIDATED BALANCE SHEET
  March
                  31,2006**ASSETS**
              
              (Unaudited)Current
                  AssetsCash
                  and Cash
                  Equivalents
              
              $
              8,729,948Accounts
                  Receivable, net
              
              
              62,614Inventories
              
              
              60,996Other
                  Receivables
              
              
              4,319Total
                  Current Assets
              
              
              8,857,877Property
                  and Equipment, net
              
              
              1,907,275Other
                  AssetsIntangible
                  Assets
              
              
              927,083Total
                  Assets
              
              $
              11,692,235**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Current
                  LiabilitiesAccounts
                  Payable
              
              $
              10,481Other
                  Payables and
                  Accrued Liabilities
              
              
              528,379Value
                  Added Tax
                  Payable
              
              
              717,440Other
                  Taxes
                  Payable
              
              
              50,221Accrued
                  Dividends
                  Payable
              
              
              312,500Total
                  Liabilities
              
              
              1,619,021Stockholders'
                  EquityCommon
                  Stock
                  ($0.001 par value, 200,000,000 shares authorized,70,000,000
                  shares issued and outstanding as ofMarch
                  31,
                  2006)
              
              
              70,000Additional
                  Paid-in
                  Capital
              
              
              7,418,123Retained
                  EarningsUnappropriated
              
              
              1,899,203Appropriated
              
              
              547,895Accumulated
                  Other
                  Comprehensive Income
              
              
              137,993Total
                  Stockholders'
                  Equity
              
              
              10,073,214Total
                  Liabilities and Stockholders' Equity
              
              $
              11,692,235The
                  accompanying notes are an integral part of these
                  statements
  -3-
 ALONG
                  MOBILE TECHNOLOGIES, INC.UNAUDITED
                  CONDENSED STATEMENTSOF
                  OPERATIONS AND COMPREHENSIVE INCOME
  Three
                  Months Ended March 31,2006
                  (Consolidated)
              
              
              
              2005IncomeSales
              
              $
              1,296,159
              
              
              $
              998,166Cost
                  of Sales
              
              
              (209,763
              )
              
              
              (397,293
              )Gross
                  Profit
              
              
              1,086,396
              
              
              
              600,873Operating
                  ExpensesSelling
                  and Distribution
              
              
              183,819
              
              
              
              75,200General
                  and Administrative
              
              
              181,803
              
              
              
              108,896Professional
                  fees
              
              
              7,000
              
              
              
              8,570Depreciation
              
              
              23,850
              
              
              
              20,326Total
                  Expenses
              
              
              396,472
              
              
              
              212,992Income
                  from Operations
              
              
              689,924
              
              
              
              387,881Other
                  Income:Interest
                  Income
              
              
              20,919
              
              
              
              6,039Income
                  before Provisionfor
                  Income Taxes
              
              
              710,843
              
              
              
              393,920Provision
                  for Income Taxes
              
              
              -
              
              
              
              -Net
                  Income
              
              
              710,843
              
              
              
              393,920Other
                  Comprehensive IncomeCurrency
                  Translation gain
              
              
              161,496
              
              
              
              -Comprehensive
                  Income
              
              $
              872,339
              
              
              $
              393,920Basic
                  and DilutedEarnings
                  per
                  Share
              
              $
              0.012
              
              
              $
              0.007Weighted
                  AverageNumber
                  of Shares
              
              
              61,288,197
              
              
              
              56,911,443The
                  accompanying notes are an integral part of these
                  statements
 
 
 -4-
 ALONG
                  MOBILE TECHNOLOGIES, INC.UNAUDITED
                  CONDENSED STATEMENTS OF CASH FLOWS
  Three
                  Months Ended March 31,2006
                  (Consolidated)
              
              
              2005Operating
                  ActivitiesNet Income
              
              $
              710,843
              
              $
              393,920Adjustments to reconcile Net Income to Net CashProvided by Operating ActivitiesIn-Kind
                  Contribution
              
              
              8,438
              
              
              5,435Amortization on intangible assets
              
              
              31,250
              
              
              30,192Depreciation on property and equipment
              
              
              23,850
              
              
              20,326Changes in Operating Assets and LiabilitiesDecrease/(Increase) in Accounts Receivable
              
              
              85,285
              
              
              (6,575
              )(Increase)/Decrease in Inventories
              
              
              (6,491
              )
              
              134,520Decrease/(Increase) in Other Receivables
              
              
              9,858
              
              
              (1,915
              )Increase/(Decrease) in Accounts Payable
              
              
              104
              
              
              (2,504
              )(Decrease)/Increase in Other Payablesand Accrued Liabilities
              
              
              (5,582
              )
              
              18,668Increase in Value Added Tax Payable
              
              
              84,098
              
              
              60,246Increase
                  in Other Taxes Payable
              
              
              6,098
              
              
              4,146Net
                  Cash Provided by Operating Activities
              
              
              947,751
              
              
              656,459Investment
                  ActivitiesDecrease
                  in Note Receivable
              
              
              1,237,624
              
              
              724,638Net
                  Cash Provided by Investment Activities
              
              
              1,237,624
              
              
              724,638Financing
                  Activities
              
              
              -
              
              
              -Net
                  Cash Provided by Financing Activities
              
              
              -
              
              
              -Effect
                  of Exchange Rates on Cash
              
              
              67,922
              
              
              -Net
                  Increase in Cash and Cash Equivalents
              
              
              2,253,297
              
              
              1,381,097Cash
                  and Cash Equivalents, Beginning of Period
              
              
              6,476,651
              
              
              4,025,402Cash
                  and Cash Equivalents, End of Period
              
              $
              8,729,948
              
              $
              5,406,499The
                  accompanying notes are an integral part of these
                  statements


-5-






**ALONG
      MOBILE TECHNOLOGIES, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**As
      of March 31, 2006 (Unaudited)**





**NOTE:
      1.**  **BASIS
      OF PRESENTATION**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America for interim financial information and pursuant to
      the
      rules and regulations of the Securities and Exchange Commission. Accordingly,
      they do not include all of the information and footnotes required by generally
      accepted accounting principles for complete financial statements.





In
      the
      opinion of management, the unaudited condensed consolidated financial statements
      contain all adjustments consisting only of normal recurring accruals considered
      necessary to present fairly the Company’s consolidated financial position at
      March 31, 2006, the consolidated results of operations for the three months
      ended March 31, 2006 and 2005, and consolidated cash flows for the three months
      ended March 31, 2006 and 2005. The consolidated results for the three months
      ended March 31, 2006 are not necessarily indicative of the results to be
      expected for the entire fiscal year ending December 31, 2006. These consolidated
      financial statements should be read in conjunction with the consolidated
      financial statements and notes for the year ended December 31, 2005 appearing
      in
      the Company’s annual report on Form 10-KSB as filed with the Securities and
      Exchange Commission.





**NOTE
      2.**  **GENERAL
      ORGANIZATION AND BUSINESS**





Along
      Mobile Technologies, Inc. (“AMT”), formerly International Synergy Holding
      Company, Ltd., was originally organized in the State of Utah in 1976 as Merit
      Diversified International, Inc. and subsequently reincorporated in the state
      of
      Nevada on August 9, 1994. Since its inception AMT has made several attempts
      to
      acquire and operate various businesses and has gone through several
      reorganizations and name changes since inception.





On
      January 11, 2002 AMT acquired 100% of the outstanding stock of AppleJuice
      Productions, Inc. (“AppleJuice”), a Michigan corporation founded on November 18,
      1987. It was acquired for its name and connections in the entertainment industry
      to complement the intangible assets owned by the Company. On November 28, 2005,
      the Directors of AMT resolved to spin-off one hundred percent of the common
      stock of AppleJuice to the Company’s stockholders on the basis of one share of
      common stock of the subsidiary for every one share of common stock of the
      Company held of record on November 27, 2005.





Main
      Glory Holdings Limited (“Main Glory”) was incorporated in Hong Kong on July 13,
      2005 as an investment holding company.





Shaanxi
      Jialong Hi-Tech Incorporated Company (“Jialong”) was incorporated as a joint
      stock company in the People’s Republic of China (“PRC”) on December 28, 2000
      with its principal place of business in Xian, Shaanxi Province,
      PRC.





Jialong
      is a mobile high technology corporation in the PRC. It is principally engaged
      in
      producing and selling wireless entertainment applications including ring-tone,
      games, images and e-books services for mobile devices through its unique
      downloading terminals. Jialong is also engaged in the research, development
      and
      sale of hardware including routers, firewalls, downloading terminals, PMP,
      MP3
      and MP4.





On
      November 23, 2005, the stockholders of Jialong entered into a definitive
      agreement with Main Glory in which they exchanged 100% of their ownership of
      Jialong for 100% of ownership in Main Glory. As both companies are under common
      management, the exchange of shares has been accounted for as a reorganization
      of
      entities and the financial statements have been prepard as if the reorganization
      had occurred retroactively.





-6-


On
      December 1, 2005 the Company changed its name from International Synergy Holding
      Company, Ltd. to Along Mobile Technologies, Inc. and acquired all the issued
      and
      outstanding shares of Main Glory by issuing 56,911,443 shares of common stock
      of
      the Company to the shareholders of Main Glory and 6,900,000 shares of common
      stock of the Company to a third party consultant under an Exchange Agreement.





The
      merger of AMT and Main Glory was treated for accounting purposes as a capital
      transaction and recapitalization by Main Glory (“the accounting acquirer”) and
      re-organization by AMT (“the accounting acquiree”). The financial statements
      have been prepared as if the reorganization had occurred
      retroactively.





Accordingly,
      the financial statements include the following:





(1)
            The
                balance sheet consists of the net assets of the acquirer at historical
                cost and the net assets of the acquiree at historical
                cost.





(2)
            The
                statement of operations includes the operations of the acquirer for
                the
                periods presented and the operations of the acquiree from the date
                of the
                merger.





AMT,
      Main
      Glory and Jialong are hereafter referred to as (“the Company”)





**NOTE
      3.**  **PRINCIPLES
      OF CONSOLIDATION**





The
      accompanying unaudited condensed consolidated financial statements as of March
      31, 2006 reflect the reverse acquisition and consolidate the financial
      statements of AMT, Main Glory and its 100% owned subsidiary Jialong.





The
      accompanying unaudited condensed financial statements as of March 31, 2005
      reflect the financial statements of Jialong only.





All
      significant inter-company accounts and transactions have been eliminated in
      consolidation.





**NOTE
      4.**  **STOCKHOLDERS’
      EQUITY**





In-Kind
      Contribution





During
      the three months ended March 31, 2006 and 2005, the Company recorded $8,438
      and
      $5,435 respectively as contributed capital by a stockholder for the usage of
      office equipment and office spaces occupied.





**NOTE
      5.**  **SEGMENTS**





The
      Company operates in two reportable segments, Wireless Entertainment Applications
      and Hardware. The accounting policies of the segments are the same as described
      in the summary of significant accounting policies. The Company evaluates segment
      performance based on income from operations. As a result, the components of
      operating income for one segment may not be comparable to another segment.
      The
      following is a summary of the Company’s segment information for the three months
      ended March 31, 2006 and 2005:





-7-




WirelessEntertainmentApplications
              
              Hardware
              
              TotalFor
                  the three months ended March 31,2006Revenues
              $
              1,214,606
              $
              81,553
              $
              1,296,159Gross
                  Profit
              
              1,056,699
              
              29,697
              
              1,086,396Total
                  Assets
              
              5,902,021
              
              5,790,214
              
              11,692,235Additions
                  to Long-lived Assets
              
              -
              
              -
              
              -Intangible
                  Assets
              
              927,083
              
              -
              
              927,083Depreciation
                  on Fixed Assets
              
              23,850
              
              -
              
              23,850Amortization
                  on Intangible Assets
              
              31,250
              
              -
              
              31,250For
                  the three months ended March 31,2005Revenues
              $
              555,944
              $
              442,222
              $
              998,166Gross
                  Profit
              
              409,699
              
              191,174
              
              600,873Total
                  Assets
              
              3,835,195
              
              4,787,735
              
              8,622,930Additions
                  to Long-lived Assets
              
              -
              
              -
              
              -Intangible
                  Assets
              
              1,016,506
              
              -
              
              1,016,506Depreciation
                  on Fixed Assets
              
              20,326
              
              -
              
              20,326Amortization
                  on Intangible Assets
              
              30,192
              
              -
              
              30,192




**NOTE
      6.**  **RELATED PARTY TRANSACTIONS**





The
      Company used certain office equipment and occupied spaces rented by a
      stockholder of the Company totaling $8,438 and $5,435 during the three months
      ended March 31, 2006 and 2005 respectively.





**NOTE
      7.**  **CONCENTRATIONS AND RISKS**





During
      the three months ended March 31, 2006 and 2005, 100% of the Company’s assets
      were located in China and 100% of the Company’s revenues were derived from
      companies and customers located in China.





The
      Company relied on one supplier for approximately $57,750 representing in
      aggregate 99% of purchases for the three months ended March 31, 2006, and two
      suppliers for approximately $43,920 and $43,623 respectively representing in
      aggregate 38% and 37% of purchases for the three months ended March 31, 2005.
      At
      March 31, 2006 and 2005, accounts payable to those suppliers totaled $17,062
      and
      $0 respectively.





**NOTE
      8.**  **RECENTLY ISSUED ACCOUNTING STANDARDS**





Statement
      No. 154 *-* Accounting
      Changes and Error Corrections (a replacement of APB Opinion No. 20 and FASB
      Statement No. 3) (Issued 05/05)





This
      Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement
      No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes
      the requirements for the accounting for and reporting of a change in accounting
      principle. This Statement applies to all voluntary changes in accounting
      principle. It also applies to changes required by an accounting pronouncement
      in
      the unusual instance that the pronouncement does not include specific transition
      provisions. When a pronouncement includes specific transition provisions, those
      provisions should be followed.





Statement
      No. 155 - Accounting for Certain Hybrid Financial Instruments (Issued
      02/06)





This
      Statement amends SFAS No. 133 “Accounting for Derivatives Instruments and
      Hedging Activities” (“SFAS 133”) and SFAS No. 140 “Accounting for Transfers and
      Servicing of Financial Assets and Extinguishment of Liabilities” (“SFAS 140”).
      This Statement amends SFAS 133 to narrow the scope exception for interest-only
      and principal-only strips on debt instruments to include only such strips
      representing rights to receive a specified portion of the contractual interest
      or principle cash flows. SFAS 155 also amends SFAS 140 to allow qualifying
      special-purpose entities to hold a passive derivative financial instrument
      pertaining to beneficial interests that itself is a derivative
      instruments.





-8-


The
      adoption of these new Statements is not expected to have a material effect
      on
      the Company’s current financial position, results or operations, or cash flows.





**ITEM
      2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS OR PLAN OF OPERATION**





The
      following review concerns the three months ended March 31, 2006 and March 31,
      2005, which should be read in conjunction with the financial statements and
      notes thereto presented in the Form 10-QSB.





*Forward
      Looking Statements*





*The
      information in this discussion contains forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. These forward-looking
      statements involve risks and uncertainties, including statements regarding
      our
      capital needs, business strategy and expectations. Any statements contained
      herein that are not statements of historical facts may be deemed to be
      forward-looking statements. In some cases, you can identify forward-looking
      statements by terminology such as "may", "will", "should", "expect", "plan",
      "intend", "anticipate", "believe", “estimate", "predict", "potential" or
      "continue", the negative of such terms or other comparable terminology. Actual
      events or results may differ materially. We disclaim any obligation to publicly
      update these statements, or disclose any difference between its actual results
      and those reflected in these statements. The information constitutes
      forward-looking statements within the meaning of the Private Securities
      Litigation Reform Act of 1995.*





**Overview**




ALONG
      MOBILE TECHOLOGIES, INC. (“AMT”, “we” or the “Company”) is a mobile value-added
      services (“MVAS”) provider in the People’s Republic of China (the “PRC” or
“China”). The Company designs, produces, publishes, manufactures, provides and
      distributes proprietary wireless entertainment applications such as ring-tones,
      games, images, videos and e-books (“Wireless Applications”) to its customers.
      The Company also designs, produces and distributes portable digital hardware
      products such as MP3, MP4 and PMP’ s (“Hardware Products”) which, together with
      mobile communication devices manufactured and/or distributed by unaffiliated
      third party manufacturers and distributors of such products, may be used in
      conjunction with the Company’s proprietary Wireless Applications. Our Wireless
      Applications are intended to be downloaded by our customers on a fee-basis
      by
      means of our proprietary public downloading terminals (“Terminals”) which are
      installed by us in strategic locations such as shopping centers, universities,
      entertainment centers, cinemas, hotels, airports, restaurants and parks and
      additionally, through our customers access to and, use of, the Internet. The
      customers for our Wireless Applications include anyone in Greater China who
      has
      a mobile telephone or other personal digital assistant communications device.
      The customers for our Hardware Products are targeted throughout Greater China
      and these customers can purchase our Hardware Products through non-affiliated
      resellers and retailers located throughout China with whom the Company has
      established working agreements.





The
      Company was initially incorporated in the State of Nevada in 1994 as Merit
      Diversified International Incorporated. From 1994 through 2005, the Company’s
      name was changed several times beginning in 1994 to Allied Artists Entertainment
      Group, Inc., in 2001 to International Synergy Holding Company, Ltd., and we
      adopted our current name, Along Mobile Technologies, Inc. in December, 2005.
      Our
      world headquarters is located at No. 88, 9 th Floor,
      Western Part of the 2 nd South
      Ring Road, Xi’an City, Shaanxi Province, PRC 710065. In November, 2005, the
      Company, then named International Synergy Holding Company, Ltd., (“ISYH”)
      acquired, as a wholly owned subsidiary, Main Glory Holdings, Ltd., a Hong Kong
      company (“Main Glory”). The acquisition of Main Glory as a wholly owned
      subsidiary of ISYH was accomplished through the use of a Stock Exchange
      Agreement wherein ISYH received one hundred percent, (100%) of all of the issued
      and outstanding common shares of Main Glory in return for the issuance to the
      Main Glory shareholders and consultants to such shareholders of Sixty Three
      Million Eight Hundred Eleven Thousand Four Hundred and Forty Three, (63,811,443)
      shares of ISYH common stock. Prior to ISYH’s acquisition of Main Glory as a
      wholly owned subsidiary in November 2005, Main Glory consummated a Stock
      Exchange Agreement with Shaanxi JiaLong Hi-Tech Incorporated Company, a company
      formed in the PRC in 2002, (“JiaLong”) whereby, JiaLong became a wholly owned
      subsidiary of Main Glory.





-9-


The
      Company’s goal is to enhance the value to its user base and thereby continue the
      expansion of its customer base throughout Greater China.  Through its
      efforts, the Company has established a significant scale and customer reach
      and
      has built a significant leadership position in the MVA market in China. AMT
      continues to develop new products and build strategic partnerships to enhance
      its offerings and increase its customer base. These initiatives are designed
      to
      leverage AMT’s brand strength and expand its presence in the MVA industry in
      China.





**Strategy**




Our
      aim
      is to be the leader in the Greater China market for MVA products and services.
      The core of our business is our on-going effort to provide AMT’s customers with
      continuously evolving and changing Wireless Applications and Hardware Products
      and the upgrading of technological platforms such as our Mobile Information
      & Entertainment Service Platform, (“MIESP”) all of which allow our customers
      easy, immediate and affordable access to our products. To advance this core
      business, we are growing our business in ways that we believe complement our
      strategic focus.




We
      have
      made a fundamental determination to remain in control of the dissemination
      of
      our products and direct oversight of our billing for the use of our products.
      We
      have determined that the possible negatives associated with being dependent
      upon
      third party communication providers such as China Mobile and China Unicom for
      the delivery of our products and services, the billing of our fees and
      collection of those fees can and, should be, avoided for the present time.
      We
      have determined that by vending our products into our own established and
      controlled distribution network we can make our products and services available
      to any one who uses a mobile telephone or other PDA device through direct
      connection over their mobile telephone or PDA; through the use of our
      proprietary web site and finally through the use of our proprietary public
      Terminals. In this manner we continue to have direct control over the promotion,
      sale and dissemination of our Wireless Application products and services as
      well
      as the ability to directly control the billing of our customers and collection
      from our customers without the use of a middleman or the fees that usually
      accompany the use of middleman providers such as China Mobile and China Unicom.





We
      own
      and control our own studios and development center where we are constantly
      engaged in the research and development of the refinement and expansion of
      our
      product lines and services as well as the concepts embodied and required for
      the
      building and growing of our controlled distribution network. We are working
      to
      implement a growth strategy around expanding product and service lines and
      our
      controlled network infrastructure that includes the following key elements:





o
            a
                heightened focus on the needs of our customer, delivering
                customer-specific solutions, high quality products and world-class
                customer service;





o
            sales
                growth through market share gains, new products introductions and
                expansion into adjacent and related
                markets;





o
            development
                of new sales channels and market opportunities through the use of
                partnerships and alliances with other application, service and equipment
                vendors, distributors, resellers and systems
                integrators;





o
            lowering
                our cost structure through improved operational efficiencies and
                economies
                of scale to compete effectively in a more cost-conscious marketplace;
                and





-10-





o
            applications,
                products and services portfolio additions and enhancements through
                both
                strategic acquisitions and our own research and development
                process.




*Customer
      Focus.* We are
      committed to maximizing our efforts to better understand those Wireless
      Applications, Hardware Products and Services required and desired by our
      customers and then delivering those same Wireless Applications, Hardware
      Products and Services to our customers in a simple, direct and economical
      fashion. We strive to offer customer-specific solutions, price competitive
      products that offer great functionality and quality, and world-class customer
      service that offers on-time product delivery and highly responsive support.
      We
      believe those companies that best service their customers with compelling value
      propositions that include the aforementioned elements hold a competitive
      advantage in efforts to grow their businesses.





*Growing
      Sales.* In the
      current environment of constrained capital spending by MVA’s, we believe that we
      must grow our market share to significantly grow our business. We are
      undertaking several initiatives in our efforts to gain market share.
      Specifically, we look to sell more of our current portfolio of Wireless
      Applications and Hardware Products to our existing customers, introduce new
      products and services to our existing customers, and introduce the entire AMT
      product and services portfolio to new customers. The cornerstone of these
      initiatives is our commitment to focus on the needs and demands of our
      customers. We also are committed to the development and introduction of new
      products that have applications in our current markets and as adjacent
      markets





*Lowering
      Cost Structure.* We
      remain committed to lower our overall cost structure and be a low-cost industry
      leader. Over the next three years we want to work toward lowering our operating
      margin (exclusive of impairment, restructuring and acquisition-related charges,
      amortization of purchased intangibles and stock-based compensation expenses).
      To
      meet this goal we must contain costs.





*Product
      Portfolio Additions.* We
      continue to invest in research and development initiatives and to search for
      appropriate acquisition opportunities to strengthen our core product portfolio.
      Our efforts are focused on opportunities within our existing markets, as well
      as
      opportunities in adjacent or related markets that will strengthen our product
      offerings. In addition, we are focused on acquisitions that may enhance our
      geographic operations. We also will continue to evaluate and monitor our
      existing business and product lines for growth and profitability potential.
      If
      we believe it necessary, we will deemphasize or divest product lines that we
      no
      longer believe can advance our strategic vision.





Our
      ability to implement our strategy effectively is subject to numerous
      uncertainties, the most significant of which are described below in “Risk
      Factors” in this Form 10-Q. We cannot assure you that our efforts will be
      successful.





**Market
      Opportunity**





The
      Company’s primary focus is the China market. The success of the Company’s
      business is tied to the sheer size and vitality of the Chinese economy.
      According to government reports issued at the Tenth National People’s Congress
      of China in March 2006, China’s Gross Domestic Product, or GDP, was $2.2
      trillion in 2005 and is targeted to grow at 7.5% over the next five years,
      making China one of the largest and fastest growing economies in the world.
      The
      growth of China’s economy and its expanding middle class has meant tremendous
      opportunities in its MVA market. According to the China Internet Network
      Information Center (CNNIC) at the end of 2005, China had approximately
      111 million Internet users, up 18% from one year ago, making it the
      second-largest Internet user base in the world, behind the U.S. According to
      analysts’ estimates, the number of Chinese Internet users is projected to reach
      338 million by 2010. The growth of the Internet in China has been driven by
      the increasing availability of Internet connected personal computers. In its
      17th China Internet Development Report, CNNIC reported that by December 31,
      2005 China had 49.5 million Internet connected personal computers,
      representing a 19% year-over-year increase.





The
      mobile service sector in China also represents an important market for AMT,
      as
      China has the largest number of mobile phone users in the world. According
      to
      the Ministry of Information Industry, at the end of 2005 China had
      393 million mobile phone users, representing a 30% penetration rate. The
      wide user base combined with the growth potential makes China’s mobile service
      sector a vital and attractive market segment for AMT.





-11-


Broadband
      adoption continued to increase in 2005. According to CNNIC, as of
      December 2005, China had 64.3 million broadband users, representing
      50% growth from one year ago. The rapid rise in broadband access will allow
      us
      to provide richer and more diversified services across our products delivered
      online.





**Competition**





There
      is
      significant competition among MVAS providers. A large number of independent
      MVAS
      providers compete against us. We may be unable to continue to grow our revenues
      from these services in this competitive environment. In addition, the major
      mobile operators in China, China Mobile and China Unicom, may potentially enter
      the business of content development. Any of our present or future competitors
      may offer MVAS which provide significant technology, performance, price,
      creativity or other advantages, over those offered by us, and therefore achieve
      greater market acceptance than ours.





The
      Chinese market for Internet content and services is competitive and rapidly
      changing. Barriers to entry are relatively low, and current and new competitors
      can launch new websites or services at a relatively low cost. Many companies
      offer Chinese language content and services, including informational and
      community features, fee-based services and email and electronic commerce
      services in the Greater China market that may be competitive with our offerings.
      In addition, providers of Chinese language Internet tools and services may
      be
      acquired by, receive investments from or enter into other commercial
      relationships with large, well-established and well-financed Internet, media
      or
      other companies. In addition, entities that sponsor or maintain high-traffic
      websites or provide an initial point of entry for Internet users, such as ISPs,
      including large, well-capitalized entities such as Microsoft (MSN), Yahoo!
      Inc.,
      eBay Inc., Google Inc. (“Google”) and America Online Inc, currently offer and
      could further develop or acquire content and services that compete with those
      that we offer. Companies such as these may have greater financial resources
      and
      assets, better brand recognition, more developed sales and other internal
      organizations, more customers and more extensive operating histories. As a
      result, such companies may be able to quickly provide competitive services
      and
      obtain a significant number of customers. We expect that as Internet and mobile
      telephone usage in Greater China increases and the Greater China market becomes
      more attractive to advertisers and for conducting electronic commerce, large
      global competitors may increasingly focus their resources on the Greater China
      market. In the areas of online games there is intense competition from domestic
      and international companies. These include domestic companies each focusing
      on
      one sector and large, international companies that intend to extend their
      businesses in the China market. The online gaming industry, for example, is
      dominated by domestic online game operators such as Shanda, Netease and The9.
      Many of our competitors have a longer history of providing these online services
      and currently offer a greater breadth of products which may be more popular
      than
      our product offerings. Many of these companies are focused solely on one area
      of
      our business and are able to devote all of their resources to that business
      area
      and to more quickly adapt to changing technology or market conditions. These
      companies may therefore have a competitive advantage over us with respect to
      these business areas. A number of our current and potential future competitors
      have greater financial and other resources than we have, and may be able to
      more
      quickly react to changing consumer requirements and demands, deliver competitive
      services at lower prices and more effectively respond to new Internet
      technologies or technical standards.





Many
      of
      AMT’s primary competitors are dependent on the cooperation arrangements with
      China Mobile Communication Corporation and its subsidiaries and China Unicom
      Co., Ltd. and its subsidiaries for the delivery of their products, services,
      customer billing and the collection of their fees. Our competitors rely on
      China
      Mobile and China Unicom in the following ways: utilizing their network and
      gateway to provide MVAS to subscribers; utilizing their billing systems to
      charge the fees to their customers through the customers’ mobile phone bill;
      utilizing their collection services to collect payments from customers; and
      relying on their infrastructure development to further develop their new
      products and services. If either China Mobile or China Unicom chooses not to
      continue the cooperation arrangements with our competitors, their MVAS revenues
      and operating profitability could be materially and negatively affected.





-12-


It
      is
      possible and, even likely, that through the use of cooperation arrangements
      with
      China Mobile and China Unicom we could experience a more rapid growth of our
      core business through an immediate increase in our potential customer base.
      However, we believe that given our commitment to and, use of, our own direct
      distribution network for the sale and dissemination of our Wireless Applications
      and Hardware Products, exclusive of third party purveyors such as China Mobile
      and China Unicom and the cost affiliated with the use of their services, we
      will, in the long run, have gained a distinct advantage over many of our
      competitors by avoiding such cooperation arrangements for the following reasons:





o
            China
                Mobile and China Unicom may choose to increase the fees charged for
                providing their services in the future, and if they choose to increase
                such fees, our competitors gross margin for MVAS and operating
                profitability may be negatively impacted. Based on the arrangements
                with
                China Mobile and its subsidiaries, China Mobile generally retains
                15% of
                the fee for content value-added services our competitors provide
                to their
                users via their platform for fee collection. In addition, China Mobile
                deducts transmission fees from our competitors portion of the service
                fees. The amount of such transmission fee is charged on a per message
                basis and varies for different products and the message volume. For
                the
                fiscal years 2005 and 2004, some of our competitors received on average
                75% and 77%, respectively, of the amount they charged to their users
                from
                the China Mobile platform after China Mobile deducted the fees for
                collection and transmission. Based on the arrangements with China
                Unicom
                and its subsidiaries, China Unicom typically retains 20% of the fee
                for
                content value-added services some of our competitors provide to their
                users via their platform if they charge our competitors for transmission
                cost or between 21% and 29% if they do not charge some of our competitors
                for transmission cost. For fiscal years 2005 and 2004, our competitors
                received on average 69% and 72%, respectively, of the amount they
                charged
                to their users from the China Unicom platform after China Unicom
                deducted
                the fees for collection and transmission.o
            Our
                competitors mobile operators could make further changes at any time,
                including requiring service providers (SP’s) to use the mobile operators’
                customer service and/or marketing service and charging for these
                services;
                implementing new billing rules, such as reducing MVAS fees that can
                be
                charged to users, disallowing SPs to bill certain inactive users
                and
                limiting the amount of MVAS fees that can be billed; issuing new
                rules on
                how WAP SPs are placed on their browsers, which significantly determines
                WAP revenues; and limiting the product offerings of SPs by working
                directly with content providers to launch competing services or giving
                exclusive rights to certain SPs to offer certain MVAS. Any change
                in
                policy, process or system by the mobile operators could result in
                a
                material reduction of our MVAS revenues.





o
            If
                China Mobile or China Unicom restricts or disallows some or all MVAS
                to be
                charged on a monthly subscription basis, some of our competitors
                revenues
                from MVAS could be severely impacted. Many of our competitors currently
                charge their customers who have registered to be billed on a monthly
                basis
                even if they do not use the service in a particular month. If China
                Mobile
                or China Unicom does not allow the charging of monthly fees for users
                who
                do not use a competitors service in a particular month, some of our
                competitors MVAS revenues could be negatively impacted.




o
            In
                the past, China Mobile and China Unicom have imposed penalties on
                MVAS
                providers for violating certain operating policies relating to MVAS.
                In
                some cases, they stopped making payments to certain service providers
                for
                severe violations. To date, the penalties some of our competitors
                have
                received have been insignificant in dollar amounts , but it is difficult
                to determine the specific conduct that might be interpreted as violating
                such operating policies.





o
            Some
                of our competitors are subject to potential liability and penalty
                for
                delivering inappropriate content through their MVAS. One of the violations
                cited a notice for temporary termination of one of our competitors
                IVR
                service at the end of July 2004 was that they had provided
                inappropriate content to their mobile subscribers through their IVR
                service. The definition and interpretation of inappropriate content
                in
                many cases are vague and subjective. It is difficult with any precision
                to
                determine if and when mobile operators including China Mobile and
                China
                Unicom will find mobile content inappropriate and therefore prevent
                a
                cooperative arrangement partner from operating the MVAS relating
                to such
                content in the future which would cause revenues from MVAS will suffer
                significantly.





-13-


If
      China
      Mobile’s or China Unicom’s systems encounter technical problems, or if they
      refuse to cooperate with our competitors, some of our competitors’ MVAS
      offerings may cease or be severely disrupted, which could have a significant
      and
      adverse impact on their operating results.





**Intellectual
      Property and Proprietary Rights**





We
      rely
      on a combination of copyright, trademark and trade secret laws and restrictions
      on disclosure to protect our intellectual property rights. Despite our efforts
      to protect our proprietary rights, unauthorized parties may attempt to copy
      or
      otherwise obtain and use our technology. Monitoring unauthorized use of our
      products is difficult and costly, and we cannot be certain that the steps we
      have taken will prevent misappropriations of our technology, particularly in
      foreign countries where the laws may not protect our proprietary
      rights.





In
      addition, third parties may initiate litigation against us alleging infringement
      of their proprietary rights. In the event of a successful claim of infringement
      and our failure or inability to develop non-infringing technology or license
      the
      infringed or similar technology on a timely basis, our business could be harmed.
      In addition, even if we are able to license the infringed or similar technology,
      license fees could be substantial and may adversely affect our results of
      operations. See “We may not be able to adequately protect our intellectual
      property, which could cause us to be less competitive” and “We may be exposed to
      infringement claims by third parties, which, if successful, could cause us
      to
      pay significant damage awards” under the Risk Factors section.





**Government
      Regulation and Legal Uncertainties**





*The
      following description of PRC laws and regulations is based upon the opinions
      of
      Lawyers from Jun He Law Offices, our PRC counsel. For a description of legal
      risks relating to our ownership structure and business, see “Risk
      Factors.”*





**Overview**





The
      Chinese government has enacted an extensive regulatory scheme governing the
      operation of business with respect to the Internet, such as telecommunications,
      Internet information services, international connections to computer information
      networks, information security, censorship and administrative protection of
      copyright. Besides the Ministry of Information Industry, or MII, the various
      services of the PRC Internet industry are also regulated by various other
      governmental authorities, such as the State Administration for Industry and
      Commerce, or SAIC, the State Council Information Office, or SCIO, the General
      Administration for Press and Publication, or GAPP (formerly the State Press
      and
      Publications Administration, or SPPA), the Ministry of Education, or MOE, the
      Ministry of Culture, or MCPRC, the Ministry of Health, or MOH, and the Ministry
      of Public Security.





Among
      all
      the regulations, *the
      Telecommunications Regulations of the People’s Republic of
      China* ,
      or
      Telecom Regulations, promulgated on September 25, 2000, is the primary
      governing law. Telecom Regulations set out the general framework under which
      domestic Chinese companies such as AMT’s subsidiaries may engage in various
      types of telecommunications services in the PRC. They reiterate the
      long-standing principle that telecommunications service providers need to obtain
      operating licenses as a mandatory precondition to begin operation. The Telecom
      Regulations differentiate the telecommunications services into basic
      telecommunications services and value-added telecommunications services.
      Value-added telecommunications services are defined as telecommunications and
      information services provided through public networks. The “Catalogue of
      Telecommunications Business”, an attachment to the Telecom Regulations and
      updated by MII’s Notice on Adjusting the Catalogue of Telecommunications
      Business of April 1, 2003, categorizes various types of telecommunications
      and telecommunications-related activities into basic or value-added services.





-14-


On
      December 11, 2001, after China’s formal entry into the WTO, the PRC State
      Council promulgated the *Regulations
      for the Administration of Foreign-Invested Telecommunications
      Enterprises* ,
      or the
      FITE Regulations, which became effective on January 1, 2002. The FITE
      Regulations stipulate that foreign-invested telecommunications enterprises,
      or
      FITEs, may undertake operations in basic telecom services and value-added
      telecom services. Currently, the foreign party to a value-added FITE may hold
      up
      to 50% of the equity, with no geographic restrictions on its operations. Before
      that, foreign investors were prohibited from investing in Internet content
      services. The PRC government has not made any further commitment to loosen
      the
      regulation on FITEs.





According
      to the *Measures
      for the Administration of Internet Information Services described
      below* ,
      an
      enterprise must obtain a Value-added Telecommunication Services Operating
      License in the first place to conduct Internet content service businesses.
      When
      the Internet content involves areas of news, publishing, education, health
      care,
      medicine and medical equipment, which are regulated by the MCPRC, the GAPP,
      the
      MOE, the MOH and other governmental authorities, respectively (as the case
      may
      be), the enterprise must also obtain permission from the responsible authorities
      prior to its application for the ICP license.





**PRC
      Corporate Structure**





Below
      are
      material wholly owned subsidiaries held by AMT in China:





o
            Main
                Glory Holdings Ltd., a Hong Kong Company
                (“MainGlory”)





o
            Shaanxi
                JiaLong Hi-Tech Incorporated Company, a PRC Company
                (“JiaLong”)





*MVAS*





On
      December 26, 2001, the MII published the *Administrative
      Measures for Telecommunication Business Operating Licenses* ,
      or the
      Telecom License Measures to supplement the FITE Regulations. The Telecom License
      Measures confirm that the MII is the competent approval authority for
      foreign-invested telecom enterprises. There are two types of telecom operating
      licenses in China (including FITEs): license for basic telecom services and
      license for value-added telecom services. Furthermore, a distinction is made
      as
      to whether a value-added telecom services license is granted for
“intra-provincial” or “trans-regional” (inter-provincial) activities. An
      appendix to the license will detail the permitted activities to be conducted
      by
      the enterprise. An approved telecom service operator must conduct its business
      (basic or value-added) in accordance with the specifications recorded on its
      Telecom Service Operating License. However, there are still ambiguities
      regarding the interpretation and application of the FITE Regulations.





*Results
      of Operations for three months ended March 31, 2006 and 2005.*




The
      following table sets forth selected statement of operations data as a percentage
      of revenues for the periods indicated.





-15-




Three
                Months Ended March 31,2006
                (Consolidated)
            
            2005Revenues
            
            100.00%
            
            100.00%Cost
                of revenues
            
            (16.18%)
            
            (39.80%)Gross
                margin
            
            83.82%
            
            60.20%Selling
                and distribution expenses
            
            14.18%
            
            7.53%General
                and administrative expenses
            
            14.03%
            
            10.91%Professional
                fees
            
            0.54%
            
            0.86%Depreciation
                and amortization
            
            1.84%
            
            2.04%Interest
                income
            
            1.61%
            
            0.61%Income
                tax expense
            
            -
            
            -Net
                income
            
            54.84%
            
            39.46%Currency
                Translation
            
            12.46%
            
            -Comprehensive
                Income
            67.30%
            
            39.46%







**Three
      months ended March 31, 2006 Compared to Three months ended March 31,
      2005**




*Revenues,
      Cost of Revenues and Gross Profit Margin*





Revenues
      increased from $998,166 for the three months ended March 31, 2005 to $1,296,159
      for the three months ended March 31, 2006, representing an increase of $297,993.
      The increase was mainly attributable to the increase in sales of our Wireless
      Applications products which resulted from the continuing expansion of our
      downloading terminals in the north-western part of the PRC and success in
      enhancing our brand-awareness through marketing activities. Sales of our
      hardware products decreased as the management of the Company decided to
      concentrate our efforts on Wireless Applications and cease certain Hardware
      Products business.





**Revenue**
            
            For
                three months ended March 31,Product
            
            2006
            
            2005
            
            Increase/(Decrease)Wireless
                Entertainment Applications
            $
            1,214,606
            
            $
            555,944
            
            $
            658,662Hardware
            
            
            81,553
            
            
            442,222
            
            
            (360,669)TOTAL
            
            $
            1,296,159
            
            $
            998,166
            
            $
            297,993





-16-


Cost
      of
      revenues decreased from $397,293 for the three months ended March 31, 2005
      to
      $209,763 for the three months ended March 31, 2006. The decrease in cost of
      sales of our products was mainly due to the decrease in cost of our Hardware
      products which was in line with the decrease in revenues of this
      business.





**Cost
                of revenue**
            
            For
                three months ended March 31,Product
            
            2006
            
            2005
            
            Increase/(Decrease)Wireless
                Entertainment Applications
            $
            157,907
            
            $
            146,245
            
            $
            11,662Hardware
            
            
            51,856
            
            
            251,048
            
            
            (199,192)TOTAL
            
            $
            209,763
            
            $
            397,293
            
            $
            (187,530)




Our
      gross
      profit for the three months ended March 31, 2006 was $1,086,396, an increase
      of
      $485,523 as compared with $600,873 for the three months ended March 31,
      2005.





Our
      overall gross profit margin increased from 60.20% for the three months ended
      March 31, 2005 to 83.82% for the three months ended March 31, 2006. Our gross
      profit margin for Wireless Applications increased from 73.69% for the three
      months ended March 31, 2005 to 87.00% for the three months ended March 31,
      2006
      and for Hardware Products decreased from 43.23% for the three months ended
      March
      31, 2005 to 36.41% for the three months ended March 31, 2006. The increase
      in
      our gross profit margin for Wireless Applications was mainly due to the success
      in controlling the costs. The decrease in gross profit margin for Hardware
      Products was due to our decision to cease certain Hardware Products business
      and
      dispose the inventories at cheaper selling prices.





*General
      and Administrative Expenses*





General
      and Administrative expenses were $181,803 for the three months ended March
      31,
      2006, an increase of $72,907 from $ 108,896 for the three months ended March
      31,
      2005. General and administrative expenses include directors’ expenses, printing,
      salaries, research and development expenses and office supplies. The
      increase in general and administrative expenses was mainly due to the increase
      in the following expenses:





1.
            Office
                supplies
            :
            This
                expense increased because of expansion of our business and more office
                supplies were consumed.2.
            Entertainment
            :
            These
                costs increased because of more lunches and dinners with our potential
                customers.3.
            Research
                and Development expenses
            :
            We
                are now developing 3D engine and other new applications and significant
                Research and Development expenses were incurred on these new
                applications.





*Selling
      and Distribution Expenses*





Selling
      and distribution expenses amounted to $ 183,819 for the three months ended
      March
      31, 2006, an increase of $108,619 from $ 75,200 for the three months ended
      March
      31, 2005. Selling and distribution expenses include salaries, general traveling,
      advertising and marketing, postage and office supplies. The increase in our
      selling and distribution expenses in the first quarter of 2006 as compared
      to
      the first quarter of 2005 was mainly due to more marketing and promotion
      activities during the first quarter of 2006. These activities include
      participating in exhibitions and purchases of gift items for our existing and
      potential customers.




-17-


*Liquidity
      and Capital Resources*




*Cash*




Our
      cash
      balance amounted to $ 8,729,948 as of March 31, 2006, which was increased by
      $3,323,449 as compared to $5,406,499 as of March 31, 2005. The increase was
      principally attributable to the cash generated from our profitable
      operation.




For
      the
      three months ended March 31, 2006, our cash provided by operating activities
      amounted to $ 947,751 as compared to $656,459 for the three months ended March
      31, 2005. The increase was mainly because we are able to increase the revenues
      and control the costs at the same time in the first quarter of 2006. For the
      three months ended March 31, 2006, cash provided by investing activities
      amounted to $1,237,624. This was mainly due to the repayment of loan by a third
      party.





*Working
      Capital*




As
      of
      March 31, 2006, we had cash and cash equivalents of $ 8,729,948, other current
      assets of $127,629 and current liabilities of $1,619,021. We believe we have
      sufficient cash to continue our current business. However, additional funds
      from
      sources other than operating activities have to be obtained if we wish to grow
      our business.  We
      estimate that the upgrading
      of our existing technological platforms such as our MIESP so as to allow our
      customers easy, immediate and affordable access to our products together with
      subsequent development and marketing expenses will cost us approximately
      $10,000,000. W e
      plan to
      finance this capital expenditure through the issuance of debt or equity
      securities.




**Employees**





As
      of
      March 31, 2006, we had approximately 178 full-time employees employed in Greater China. From time to time we employ
      independent contractors to support our production, engineering, marketing,
      and
      sales departments.








**Web
      Site Access to Our Periodic SEC Reports**





Our
      corporate Internet address is http://www.Alonggame.com .
      We make
      available free of charge on or through our web site our annual reports on Form
      10-KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K, and
      amendments to those reports filed or furnished pursuant to Section 13(a) or
      15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as
      soon as reasonably practicable after we electronically file such material with,
      or furnish it to, the Securities and Exchange Commission (“SEC”). We may from
      time to time provide important disclosures to investors by posting them in
      the
      investor relations section of our web site, as allowed by SEC rules. Information
      contained on AMT’s web site is not part of this report or any other report filed
      with the SEC. You may read and copy any public reports we filed with the SEC
      at
      the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
      20549. You may obtain information on the operation of the Public Reference
      Room
      by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site http://www.sec.gov that
      contains reports and information statements, and other information that we
      filed
      electronically.




**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK.**





**Foreign
      Currency Exchange Rate Risk**




The
      majority of our revenues derived and expenses and liabilities incurred are
      in
      Chinese renminbi with a relatively small amount in Hong Kong dollars and U.S.
      dollars. Thus, our revenues and operating results may be impacted by exchange
      rate fluctuations in the currencies of China and Hong Kong. We have not tried
      to
      reduce our exposure to exchange rate fluctuations by using hedging transactions.
      However, we may choose to do so in the future. The availability and
      effectiveness of any hedging transactions may be limited and we may not be
      able
      to successfully hedge our exchange rate risks. Accordingly, we may experience
      economic losses and negative impacts on earnings and equity as a result of
      foreign exchange rate fluctuations.





-18-


**ITEM
      4. CONTROLS AND PROCEDURES.**





Evaluation
      of Disclosure Controls and Procedures .
      Our
      Chief Executive Officer and Chief Financial Officer performed an evaluation
      of
      our disclosure controls and procedures, which have been designed to permit
      us to
      effectively identify and timely disclose important information. They concluded
      that the controls and procedures were effective as of March 31, 2006 to provide
      reasonable assurance that the information required to be disclosed by the
      Company in reports it files under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in the rules and
      forms
      of the SEC. While our disclosure controls and procedures provide reasonable
      assurance that the appropriate information will be available on a timely basis,
      this assurance is subject to limitations inherent in any control system, no
      matter how well it may be designed or administered.




Changes
      in Internal Controls .
      There
      was no change in our internal control over financial reporting during the
      quarter ended March 31, 2006, that materially affected, or is reasonably likely
      to materially affect, our internal control over financial
      reporting.




**PART
      II - OTHER INFORMATION**





**ITEM
      1.**  **LEGAL
      PROCEEDINGS**





We
      are
      not involved in any material pending legal proceedings at this time, and
      management is not aware of any contemplated proceeding by any governmental
      authority.





**ITEM
      1A.**   **RISK
      FACTORS**





*Because
      our operating history is limited and the revenue and income potential of our
      business and markets are unproven, we cannot predict whether we will meet
      internal or external expectations of future performance.*





We
      believe that our future success depends on our ability to significantly increase
      revenue from our operations, of which we have a limited history. Accordingly,
      our prospects must be considered in light of the risks, expenses and
      difficulties frequently encountered by companies with a limited operating
      history. These risks include our ability to:





o
            Offer
                new and innovative products;





o
            attract
                buyers for our MVAS;




o
            attract
                advertisers;





o
            attract
                a larger audience to our network;





o
            derive
                revenue from our users from fee-based Internet
                services;





o
            respond
                effectively to competitive pressures and address the effects of strategic
                relationships or corporate combinations among our
                competitors;





o
            maintain
                our current, and develop new, strategic
                relationships





o
            increase
                awareness of our brand and continue to build user
                loyalty;





-19-


o
            attract
                and retain qualified management and
                employees;





o
            upgrade
                our technology to support increased traffic and expanded services;
                and





o
            expand
                the content and services on our network.





*We
      are relying on MVAS for a significant portion of our future
      revenue.*





Our
      revenues are derived primarily from our MVAS services. If users do not adopt
      our
      MVAS at a sufficient rate our revenue growth could be negatively affected.
      Factors that may prevent us from maintaining or growing our MVAS revenues
      include:





o
            our
                ability to develop new services that become accepted by the
                market.





o
            our
                ability to retain existing customers of our subscription
                services.





o
            our
                ability to attract new subscribers in a cost-effective
                manner.





o
            competitors,
                including mobile operators, may launch competing or better products
                that
                ours.




o
            changes
                in government regulations, which could restrict our MVAS offering
                and/or
                our ability to market our services.





*The
      markets for MVAS services are highly competitive, and we may be unable to
      compete successfully against new entrants and established industry competitors,
      some of which have greater financial resources than we do or currently enjoy
      a
      superior market position than we do.*





There
      is
      significant competition among MVAS providers. A large number of independent
      MVAS
      providers compete against us. We may be unable to continue to grow our revenues
      from these services in this competitive environment. In addition, the major
      mobile operators in China, China Mobile and China Unicom, may potentially enter
      the business of content development. Any of our present or future competitors
      may offer MVAS which provide significant technology, performance, price,
      creativity or other advantages, over those offered by us, and therefore achieve
      greater market acceptance than ours.





The
      Chinese market for MVAS services is competitive and rapidly changing. Barriers
      to entry are relatively low, and current and new competitors can launch new
      websites or services at a relatively low cost. Many companies offer Chinese
      language content and services, including informational and community features,
      fee-based services and email and electronic commerce services in the Greater
      China market that may be competitive with our offerings. In addition, providers
      of Chinese language Internet tools and services may be acquired by, receive
      investments from or enter into other commercial relationships with large,
      well-established and well-financed Internet, media or other companies. In
      addition, entities that sponsor or maintain high-traffic websites or provide
      an
      initial point of entry for Internet users, such as ISPs, including large,
      well-capitalized entities such as Microsoft (MSN), Yahoo! Inc., eBay Inc.,
      Google Inc. (“Google”) and America Online Inc, currently offer and could further
      develop or acquire content and services that compete with those that we offer.
      Companies such as these may have greater financial resources and assets, better
      brand recognition, more developed sales and other internal organizations, more
      customers and more extensive operating histories. As a result, such companies
      may be able to quickly provide competitive services and obtain a significant
      number of customers. We expect that as Internet usage in Greater China increases
      and the Greater China market becomes more attractive for conducting electronic
      commerce, large global competitors may increasingly focus their resources on
      the
      Greater China market.




In
      the
      areas of online games there is intense competition from domestic and
      international companies. These include domestic companies each focusing on
      one
      sector and large, international companies that intend to extend their businesses
      in the China market. The online gaming industry, for example, is dominated
      by
      domestic online game operators such as Shanda, Netease and The9. Many of our
      competitors have a longer history of providing these online services and
      currently offer a greater breadth of products which may be more popular than
      our
      offerings. These companies may therefore have a competitive advantage over
      us
      with respect to these business areas. A number of our current and potential
      future competitors have greater financial and other resources than we have,
      and
      may be able to more quickly react to changing consumer requirements and demands,
      deliver competitive services at lower prices and more effectively respond to
      new
      Internet technologies or technical standards.





-20-


*Our
      investment in online games may not be successful.*





Online
      games, are currently some of the fastest growing online services in the PRC.
      We
      have invested and intend to expand in this area. Some of our competitors have
      entered this market ahead of us and have achieved significant market positions.
      Our main competitors in online games include Shanda, Netease, The9, Baidu,
      Yahoo!/Alibaba and Tencent’s QQ. Our competitors may have access to greater
      resources, which may give them a competitive advantage over us. We cannot assure
      you that we will succeed in this market despite our investments of time and
      funds to address this market. If we fail to achieve a significant position
      in
      this market, we will fail to realize our intended returns in this investment.
      Moreover, our competitors who succeed may enjoy increased revenues and profits
      from an increase in market share, and our results and share price could suffer
      as a result.





*We
      may not be able to manage our expanding operations effectively, which could
      harm
      our business.*





We
      have
      expanded rapidly by acquiring companies and entering into strategic agreements.
      We anticipate continuous expansion in our business, both through further
      acquisitions and internal growth, as we address growth in our customer base
      and
      market opportunities. In addition, the geographic dispersion of our operations
      as a result of acquisitions and overall internal growth requires significant
      management resources that our locally-based competitors do not need to devote
      to
      their operations. In order to manage the expected growth of our operations
      and
      personnel, we will be required to improve and implement operational and
      financial systems, procedures and controls, and expand, train and manage our
      growing employee base. Further, our management will be required to maintain
      and
      expand our relationships with various other third parties necessary to our
      business. We cannot assure you that our current and planned personnel, systems,
      procedures and controls will be adequate to support our future operations.
      If we
      are not successful in establishing, maintaining and managing our personnel,
      systems, procedures and controls, our business will be materially and adversely
      affected.





*If
      we
      fail to successfully develop and introduce new products and services, our
      competitive position and ability to generate revenues could be
      harmed.*





We
      are
      developing new products and services. The planned timing or introduction of
      new
      products and services is subject to risks and uncertainties. Actual timing
      may
      differ materially from original plans. Unexpected technical, operational,
      distribution or other problems could delay or prevent the introduction of one
      or
      more of our new products or services. Moreover, we cannot be sure that any
      of
      our new products and services will achieve widespread market acceptance or
      generate incremental revenue. If our efforts to develop, market and sell new
      products and services to the market are not successful, our financial position,
      results of operations and cash flows could be materially adversely affected,
      the
      price of our ordinary shares could decline and you could lose part or all of
      your investment.





*Our
      strategy of acquiring complementary assets, technologies and businesses and
      entering into joint ventures may fail and may result in equity or earnings
      dilution.*





As
      part
      of our business strategy, we have acquired and intend to continue to identify
      and acquire assets, technologies and businesses that are complementary to our
      existing business. In December 2005 we acquired Main Glory and its wholly owned
      subsidiary, JiaLong, a MVAS company. We have significant potential ongoing
      financial obligations with respect to this transaction. Acquired businesses
      or
      assets may not yield the results we expected. In addition, acquisitions could
      result in the use of substantial amounts of cash, potentially dilutive issuances
      of equity securities, significant amortization expenses related to goodwill
      and
      other intangible assets and exposure to potential unknown liabilities of the
      acquired business. Moreover, the costs of identifying and consummating
      acquisitions, and integrating the acquired business into ours, may be
      significant. In addition, we may have to obtain approval from the relevant
      PRC
      governmental authorities for the acquisitions and have to comply with any
      applicable PRC rules and regulations, which may be costly. In the event our
      acquisitions are not successful, our financial conditions and results of
      operation may be materially adversely affected.





-21-


*Our
      business and growth could suffer if we are unable to hire and retain key
      personnel that are in high demand.*





We
      depend
      upon the continued contributions of our senior management and other key
      personnel, many of whom are difficult to replace. The loss of the services
      of
      any of our executive officers or other key employees could harm our business.
      Our future success will also depend on our ability to attract and retain highly
      skilled technical, managerial, editorial, marketing, and customer service
      personnel, especially qualified personnel for our international operations
      in
      Greater China. Qualified individuals are in high demand, and we may not be
      able
      to successfully attract, assimilate or retain the personnel we need to succeed.





*Even
      if we are in compliance with Chinese governmental regulations relating to
      licensing and foreign investment prohibitions, the Chinese government may
      prevent us from distributing content that it believes is inappropriate and
      we
      may be liable for such content or we may have to stop profiting from such
      content.*





China
      has
      enacted regulations governing Internet access and the distribution of news
      and
      other information. In the past, the Chinese government has stopped the
      distribution of information over the Internet or through MVAS that it believes
      to violate Chinese law, including content that it believes is obscene, incites
      violence, endangers national security, is contrary to the national interest
      or
      is defamatory. Even if we comply with Chinese governmental regulations relating
      to licensing and foreign investment prohibitions, if the Chinese government
      were
      to take any action to limit or prohibit the distribution of information through
      our MVAS, or to limit or regulate any current or future content or services
      available to users on our network, our business could be significantly harmed.
      Because the definition and interpretation of prohibited content is in many
      cases
      vague and subjective, it is not always possible to determine or predict what
      and
      how content might be prohibited under existing restrictions or restrictions
      that
      might be imposed in the future.




*The
      law of the Internet remains largely unsettled, which subjects our business
      to
      legal uncertainties that could harm our business.*





Due
      to
      the increasing popularity and use of the Internet and other online services,
      it
      is possible that a number of laws and regulations may be adopted with respect
      to
      the Internet or other online services including MVAS covering issues such as
      user privacy, pricing, content, copyrights, distribution, antitrust and
      characteristics and quality of products and services. Furthermore, the growth
      and development of the market for electronic commerce may prompt calls for
      more
      stringent consumer protection laws that may impose additional burdens on
      companies conducting business online. The adoption of any additional laws or
      regulations may decrease the growth of the Internet or other online services,
      which could, in turn, decrease the demand for our products and services and
      increase our cost of doing business.




Moreover,
      the applicability to the Internet and other online services of existing laws
      in
      various jurisdictions governing issues such as property ownership, sales and
      other taxes, libel and personal privacy is uncertain and may take years to
      resolve. For example, new tax regulations may subject us to additional sales
      and
      income taxes. Any new legislation or regulation, the application of laws and
      regulations from jurisdictions whose laws do not currently apply to our
      business, or the application of existing laws and regulations to the Internet
      and other online services could significantly disrupt our operations.





*The
      Chinese legal system has inherent uncertainties that could limit the legal
      protections available to you.*





-22-


Our
      operations in the PRC are governed by the laws of the People’s Republic of
      China. China’s legal system is based upon written statutes. Prior court
      decisions may be cited for reference but are not binding on subsequent cases
      and
      have limited value as precedents. Since 1979, the Chinese legislative bodies
      have promulgated laws and regulations dealing with economic matters such as
      foreign investment, corporate organization and governance, commerce, taxation
      and trade. However, because these laws and regulations are relatively new,
      and
      because of the limited volume of published decisions and their non-binding
      nature, the interpretation and enforcement of these laws and regulations involve
      uncertainties, and therefore you may not have legal protections for certain
      matters in China.





*You
      may experience difficulties in effecting service of legal process, enforcing
      foreign judgments or bringing original actions in China based on United States
      or other foreign laws against us.*





We
      conduct our operations in China and a significant portion of our assets are
      located in China. In addition, most of our directors and executive officers
      reside within China, and substantially all of the assets of these persons are
      located within China. As a result, it may not be possible to effect service
      of
      process within the United States or elsewhere outside China upon those directors
      or executive officers, including with respect to matters arising under U.S.
      federal securities laws or applicable state securities laws. Moreover, our
      Chinese counsel has advised us that China does not have treaties with the U.S.
      and many other countries that provide for the reciprocal recognition and
      enforcement of judgment of courts. As a result, recognition and enforcement
      in
      China of judgments of a court of the U.S. or any other jurisdiction in relation
      to any matter may be difficult or impossible.





*We
      may have to register our encryption software with Chinese regulatory
      authorities, and if they request that we change our encryption software, our
      business operations could be disrupted as we develop or license replacement
      software.*





Pursuant
      to the *Regulations
      for the Administration of Commercial Encryption* promulgated
      at the end of 1999, foreign and domestic Chinese companies operating in China
      are required to register and disclose to Chinese regulatory authorities the
      commercial encryption products they use. Because these regulations do not
      specify what constitutes encryption products, we are unsure as to whether or
      how
      they apply to us and the encryption software we utilize. We may be required
      to
      register, or apply for permits with the relevant Chinese regulatory authorities
      for, our current or future encryption software. If Chinese regulatory
      authorities request that we change our encryption software, we may have to
      develop or license replacement software, which could disrupt our business
      operations.





*Concerns
      about the security of electronic commerce transactions and confidentiality
      of
      information on the Internet may reduce use of our network and impede our
      growth.*





A
      significant barrier to electronic commerce and communications over the Internet
      in general has been a public concern over security and privacy, especially
      the
      transmission of confidential information. If these concerns are not adequately
      addressed, they may inhibit the growth of the Internet and other online services
      generally, especially as a means of conducting commercial transactions. If
      a
      well-publicized Internet breach of security were to occur, general Internet
      usage could decline, which could reduce traffic to our destination sites and
      impede our growth.




*We
      may not be able to adequately protect our intellectual property, which could
      cause us to be less competitive.*





We
      rely
      on a combination of copyright, trademark and trade secret laws and restrictions
      on disclosure to protect our intellectual property rights. Despite our efforts
      to protect our proprietary rights, unauthorized parties may attempt to copy
      or
      otherwise obtain and use our technology. Monitoring unauthorized use of our
      products is difficult and costly, and we cannot be certain that the steps we
      have taken will prevent misappropriations of our technology, particularly in
      foreign countries where the laws may not protect our proprietary rights as
      fully
      as in the United States. From time to time, we may have to resort to litigation
      to enforce our intellectual property rights, which could result in substantial
      costs and diversion of our resources.





-23-


*We
      may be exposed to infringement claims by third parties, which, if successful,
      could cause us to pay significant damage awards.*





Third
      parties may initiate litigation against us alleging infringement of their
      proprietary rights. In the event of a successful claim of infringement and
      our
      failure or inability to develop non-infringing technology or license the
      infringed or similar technology on a timely basis, our business could be harmed.
      In addition, even if we are able to license the infringed or similar technology,
      license fees could be substantial and may adversely affect our results of
      operations.





*We
      may be subject to claims based on the content we provide over our network and
      the products and services sold on our network, which, if successful, could
      cause
      us to pay significant damage awards.*





As
      a
      publisher and distributor of content and a provider of services over the
      Internet and mobile telecommunications systems, we face potential liability
      for
      defamation, negligence, copyright, patent or trademark infringement and other
      claims based on the nature and content of the materials that we publish or
      distribute. We may incur significant costs in investigating and defending any
      potential claims, even if they do not result in liability.





*We
      have contracted with third parties to provide content and services for our
      MVAS
      products and we may lose users and revenue if these arrangements are
      terminated.*





We
      have
      arrangements with a number of third parties to provide content and services
      to
      our MVAS business and its various products. Although no single third party
      content provider is critical to our operations, if these parties fail to develop
      and maintain high-quality and successful products and services, or if a large
      number of our existing relationships are terminated, we could lose customers
      and
      market share and our business could be harmed.





*Underdeveloped
      telecommunications infrastructure has limited, and may continue to limit, the
      growth of the MVAS market in China which, in turn, could limit our ability
      to
      grow our business.*





The
      telecommunications infrastructure in China is not well developed. Although
      private sector ISPs exist in China, almost all access to the Internet is
      accomplished through ChinaNet, China’s primary commercial network, which is
      owned and operated by China Telecom and China Netcom under the administrative
      control and regulatory supervision of MII. The underdeveloped Internet
      infrastructure in China has limited the growth of Internet usage in China.
      If
      the necessary Internet infrastructure is not developed, or is not developed
      on a
      timely basis, future growth of the Internet in China could be limited and our
      business could be harmed.





*We
      must rely on the Chinese government to develop China’s Internet infrastructure
      and, if it does not develop this infrastructure, our ability to grow our
      business could be hindered.*





The
      Chinese government’s interconnecting, national networks connect to the Internet
      through government-owned international gateways, which are the only channels
      through which a domestic Chinese user can connect to the international Internet
      network. We rely on this backbone and China Telecom and China Netcom to provide
      data communications capacity primarily through local telecommunications lines.
      Although the Chinese government has announced plans to aggressively develop
      the
      national information infrastructure, we cannot assure you that this
      infrastructure will be developed. In addition, we have no guarantee that we
      will
      have access to alternative networks and services in the event of any disruption
      or failure. If the necessary infrastructure standards or protocols or
      complementary products, services or facilities are not developed by the Chinese
      government, the growth of our business could be hindered.





-24-




*Future
      outbreaks of Severe Acute Respiratory Syndrome (“SARS”), Avian flu or other
      widespread public health problems could adversely affect our
      business.*





Future
      outbreaks of SARS, Avian flu or other widespread public health problems in
      China
      and surrounding areas, where most of our employees work, could negatively impact
      our business in ways that are hard to predict. Prior experience with the SARS
      virus suggests that a future outbreak of SARS, Avian flu or other widespread
      public health problems may lead public health authorities to enforce
      quarantines, which could result in closures of some of our offices and other
      disruptions of our operations. A future outbreak of SARS, Avian flu or other
      widespread public health problems could result in reduction of our advertising
      and fee-based revenues.





*Political
      and economic conditions in Greater China and the rest of Asia are unpredictable
      and may disrupt our operations if these conditions become unfavorable to our
      business.*





We
      expect
      to derive a substantial percentage, if not all, of our revenues from the Greater
      China market. Changes in political or economic conditions in the region are
      difficult to predict and could adversely affect our operations which could
      reduce our revenues. We maintain a strong local identity and presence in each
      of
      the regions in the Greater China market in which we offer our products and
      we
      cannot be sure that we will be able to effectively maintain this local identity
      if political conditions were to change. Furthermore, many countries in Asia
      have
      experienced significant economic downturns since the middle of 1997, resulting
      in slower GDP growth for the entire region as a result of higher interest rates
      and currency fluctuations. If declining economic growth rates persist in these
      countries, expenditures for Internet and mobile telecommunications access could
      decrease, which could negatively affect our business and our profitability
      over
      time.





Economic
      reforms in the region could also affect our business in ways that are difficult
      to predict. For example, since the late 1970s, the Chinese government has been
      reforming the Chinese economic system to emphasize enterprise autonomy and
      the
      utilization of market mechanisms. Although we believe that these reform measures
      have had a positive effect on the economic development in China, we cannot
      be
      sure that they will be effective or that they will benefit our business.





*Currency
      fluctuations and restrictions on currency exchange may adversely affect our
      business, including limiting our ability to convert Chinese renminbi into
      foreign currencies and, if Chinese renminbi were to decline in value, reducing
      our revenues in U.S. dollar terms.*





Our
      reporting currency is the U.S. dollar and our operations in China and Hong
      Kong
      use their respective local currencies as their functional currencies. The
      majority of our revenues derived and expenses incurred are in Chinese renminbi
      with a relatively small amount in Hong Kong dollars and U.S. dollars. We are
      subject to the effects of exchange rate fluctuations with respect to any of
      these currencies. For example, the value of the renminbi depends to a large
      extent on Chinese government policies and China’s domestic and international
      economic and political developments, as well as supply and demand in the local
      market. Since 1994, the official exchange rate for the conversion of renminbi
      to
      U.S. dollars had generally been stable and the renminbi had appreciated slightly
      against the U.S. dollar. However, on July 21, 2005, the Chinese government
      changed its policy of pegging the value of Chinese renminbi to the U.S. dollar.
      Under the new policy, Chinese renminbi may fluctuate within a narrow and managed
      band against a basket of certain foreign currencies. As a result of this policy
      change, Chinese renminbi appreciated approximately 2.5% against the U.S. dollar
      in 2005. It is possible that the Chinese government could adopt a more flexible
      currency policy, which could result in more significant fluctuation of Chinese
      renminbi against the U.S. dollar. We can offer no assurance that Chinese
      renminbi will be stable against the U.S. dollar or any other foreign currency.





The
      income statements of our international operations are translated into U.S.
      dollars at the average exchange rates in each applicable period. To the extent
      the U.S. dollar strengthens against foreign currencies, the translation of
      these
      foreign currencies denominated transactions results in reduced revenues,
      operating expenses and net income for our international operations. Similarly,
      to the extent the U.S. dollar weakens against foreign currencies, the
      translation of these foreign currency denominated transactions results in
      increased revenues, operating expenses and net income for our international
      operations. We are also exposed to foreign exchange rate fluctuations as we
      convert the financial statements of our foreign subsidiaries into U.S. dollars
      in consolidation. If there is a change in foreign currency exchange rates,
      the
      conversion of the foreign subsidiaries’ financial statements into U.S. dollars
      will lead to a translation gain or loss which is recorded as a component of
      other comprehensive income. In addition, we have certain assets and liabilities
      that are denominated in currencies other than the relevant entity’s functional
      currency. Changes in the functional currency value of these assets and
      liabilities create fluctuations that will lead to a transaction gain or loss.
      We
      have not entered into agreements or purchased instruments to hedge our exchange
      rate risks, although we may do so in the future. The availability and
      effectiveness of any hedging transactions may be limited and we may not be
      able
      to successfully hedge our exchange rate risks.





-25-


Although
      Chinese governmental policies were introduced in 1996 to allow the
      convertibility of Chinese renminbi into foreign currency for current account
      items, conversion of Chinese renminbi into foreign exchange for capital items,
      such as foreign direct investment, loans or securities, requires the approval
      of
      the State Administration of Foreign Exchange, or SAFE, which is under the
      authority of the People’s Bank of China. These approvals, however, do not
      guarantee the availability of foreign currency. We cannot be sure that we will
      be able to obtain all required conversion approvals for our operations or that
      Chinese regulatory authorities will not impose greater restrictions on the
      convertibility of Chinese renminbi in the future. Because a significant amount
      of our future revenues may be in the form of Chinese renminbi, our inability
      to
      obtain the requisite approvals or any future restrictions on currency exchanges
      could limit our ability to utilize revenue generated in Chinese renminbi to
      fund
      our business activities outside China, or to repay foreign currency obligations,
      including our debt obligations, which would have a material adverse effect
      on
      our financial conditions and results of operation.





*We
      may be required to record a significant charge to earnings if we must reassess
      our goodwill or amortizable intangible assets arising from
      acquisitions.*





We
      are
      required under GAAP to review our amortizable intangible assets for impairment
      when events or changes in circumstances indicate the carrying value may not
      be
      recoverable. Goodwill is required to be tested for impairment at least annually.
      Factors that may be considered a change in circumstances indicating that the
      carrying value of our amortizable intangible assets may not be recoverable
      include a decline in stock price and market capitalization and slower growth
      rates in our industry. We may be required to record a significant charge to
      earnings in our financial statements during the period in which any impairment
      of our goodwill or amortizable intangible assets is determined.





*While
      we believe that we currently have adequate internal control procedures in place,
      we are still exposed to potential risks from recent legislation requiring
      companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act
      of 2002.*





While
      we
      believe that we currently have adequate internal control procedures in place,
      we
      are still exposed to potential risks from recent legislation requiring companies
      to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002.
      Under the supervision and with the participation of our management, we have
      evaluated our internal controls systems in order to allow management to report
      on, and our registered independent public accounting firm to attest to, our
      internal controls, as required by Section 404 of the Sarbanes-Oxley Act. We
      have performed the system and process evaluation and testing required in an
      effort to comply with the management certification and auditor attestation
      requirements of Section 404. As a result, we have incurred additional
      expenses and a diversion of management’s time. If we are not able to continue to
      meet the requirements of Section 404 in a timely manner or with adequate
      compliance, we might be subject to sanctions or investigation by regulatory
      authorities, such as the SEC. Any such action could adversely affect our
      financial results and the market price of our ordinary shares.





-26-




*You
      should not place undue reliance on our financial guidance, nor should you rely
      on our quarterly operating results as an indication of our future performance
      because our results of operations are subject to significant
      fluctuations.*





We
      may
      experience significant fluctuations in our quarterly operating results due
      to a
      variety of factors, many of which are outside of our control. Significant
      fluctuations in our quarterly operating results could be caused by any of the
      factors identified in this section, including but not limited to our ability
      to
      retain existing customers, attract new customers at a steady rate and maintain
      customer satisfaction; the announcement or introduction of new or enhanced
      services, content and products by us or our competitors; significant news events
      that increase traffic to our websites; technical difficulties, system downtime
      or Internet and mobile communications failures; the amount and timing of
      operating costs and capital expenditures relating to expansion of our business,
      operations and infrastructure; governmental regulation; seasonal trends in
      Internet and mobile telecommunications use; a shortfall in our revenues relative
      to our forecasts and a decline in our operating results due to our inability
      to
      adjust our spending quickly; and general economic conditions and economic
      conditions specific to the Internet, mobile telecommunications and the Greater
      China market. As a result of these and other factors, you should not place
      undue
      reliance on our financial guidance, nor should you rely on quarter-to-quarter
      comparisons of our operating results as indicators of likely future performance.
      Our quarterly revenue and earnings per share guidance is our best estimate
      at
      the time we provide guidance. Our operating results may be below our
      expectations or the expectations of public market analysts and investors in
      one
      or more future quarters. If that occurs, the price of our ordinary shares could
      decline and you could lose part or all of your investment.





*Our
      stock price has been historically volatile and may continue to be volatile,
      which may make it more difficult for you to resell shares when you want at
      prices you find attractive.*





The
      trading price of our ordinary shares has been and may continue to be subject
      to
      considerable daily fluctuations. Our stock price may fluctuate in response
      to a
      number of events and factors, such as quarterly variations in operating results,
      announcements of technological innovations and new products by us or our
      competitors, changes in financial estimates and recommendations by securities
      analysts, the operating and stock price performance of other companies that
      investors may deem comparable, new governmental restrictions or regulations
      and
      news reports relating to trends in our markets. In addition, the stock market
      in
      general, and the market prices for China-related and Internet-related companies
      in particular, have experienced extreme volatility that often has been unrelated
      to the operating performance of such companies. These broad market and industry
      fluctuations may adversely affect the price of our ordinary shares, regardless
      of our operating performance.





*We
      may be classified as a passive foreign investment company, which could result
      in
      adverse U.S. tax consequences to U.S. investors.*





Based
      upon the nature of our income and assets, we may be classified as a passive
      foreign investment company, or PFIC, by the United States Internal Revenue
      Service for U.S. federal income tax purposes. This characterization could result
      in adverse U.S. tax consequences to you. For example, if we are a PFIC, our
      U.S.
      investors will become subject to increased tax liabilities under U.S. tax laws
      and regulations and will become subject to more burdensome reporting
      requirements. The determination of whether or not we are a PFIC is made on
      an
      annual basis, and those determinations depend on the composition of our income
      and assets, including goodwill, from time to time. You should be aware that
      certain factors that could affect our classification as PFIC are out of our
      control. For example, the calculation of assets for purposes of the PFIC rules
      depends in large part upon the amount of our goodwill, which in turn is based,
      in part, on the then market value of our shares, which is subject to change.
      Similarly, the composition of our income and assets is affected by the extent
      to
      which we spend the cash we have raised on acquisitions and capital expenditures.
      In addition, the relevant authorities in this area are not clear and so we
      operate with less than clear guidance in our effort to minimize the risk of
      PFIC
      treatment. Therefore, we cannot be sure whether we are not and will not be
      a
      PFIC for the current or any future taxable year. In the event we are determined
      to be a PFIC, our stock may become less attractive to U.S. investors, thus
      negatively impacting the price of our stock.





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**ITEM
      2.**  **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





None





**ITEM
      3.**  **DEFAULTS
      UPON SENIOR SECURITIES**





None





**ITEM
      4.**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None





**ITEM
      5.**  **OTHER
      INFORMATION**





None





**ITEM
      6.**  **EXHIBITS**





**INDEX
      TO EXHIBITS**


**OF**


**ALONG
      MOBILE TECHNOLOGIES, INC.**





31.1
            Rule
                13a-14 (a)/15d-14 (a) Certification of Chief Executive
                Officer.31.2
            Rule
                13a-14 (a)/15d-14 (a) Certification of Chief Financial
                Officer.32
            Section
                1350 Certifications.








**SIGNATURES**





Pursuant
      to the requirements of Section 13 of 15(d) of the Securities and Exchange Act
      of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




**ALONG
                MOBILE TECHNOLOGIES, INC.**
              (Registrant)Date:
              July 11, 2006
            By:
            /s/ Jianwei
              LiJianwei
              Li, President


-28-