**SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 
 **FORM
        10-QSB**
 
 
 **Quarterly
        Report Pursuant to Section 13 or 15(d) of**
 
 **The
        Securities Exchange Act of 1934**
 
 **For
        the quarterly period ended: March 31, 2007**
 
 **Commission
        file number 0-26559**
 
 **CIK
        No. 0001082603**
 
 
 **CHINA
                  MOBILITY SOLUTIONS, INC.**(Exact
                  name of registrant as specified in this
                  charter)
 
 **Florida**
              
              **330-751560**(State
                  of other jurisdiction
                of
                  incorporation or organization)
              
              (I.R.S.
                  Employer
                Identification
                  No.)
 
 **#407-1270
                  Robson, Vancouver, B.C. Canada**
              
              **V6E
                  3Z6**(Address
                  of principal executive offices)
              
              (Zip
                  Code)**Registrant's
                  telephone number, including area code:**
              
              **(604)
                  632-9638**
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to the filing requirements
        for
        at least the past 90 days.
  
 Yes
        [X] No[ 
        ]
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 
 Yes
        [  ]  No
        [X]
 
 As
        of May
        17, 2007, there were 61,650,295 shares of $0.001 par value common stock
        outstanding.
 
 
 
  **CHINA
        MOBILITY SOLUTIONS, INC.**
 **INDEX
        TO QUARTERLY REPORT**
 **ON
        FORM 10-QSB**
 **March
        31, 2007**
 **INDEX
                            TO FORM 10-QSB**Page
                            No.**PART
                            I**Item
                            1.Financial
                            Statements
                        3Consolidated
                            Balance Sheet - March 31, 2007
                            (unaudited)
                        4Consolidated
                            Statements of Operations - Three Months Ended
                            March 31, 2007 and 2006 (unaudited)
                        5Consolidated
                            Statements of Stockholders’ Equity
                        6Consolidated
                            Statements of Cash Flows - Three
                            Months Ended March 31, 2007 and 2006 (unaudited)
                        7Notes
                            to Consolidated Financial Statements
                            (unaudited)
                        9-14Item
                            2.Management's
                            Discussion and Analysis of Financial Condition and Results of
                            Operation
                        15Item
                            3.Controls
                            and Procedures
                        18**PART
                            II**Item
                            1.Legal
                            Proceedings
                        19Item
                            2.UnregisteredSales of Equity Securities and Use of Proceeds
                        19Item
                            3.Defaults
                            Upon Senior Securities
                        21Item
                            4.Submission
                            of Matters to a Vote of Security Holders
                        21Item
                            5.Other
                            Information
                        21Item
                            6.Exhibits
                            and Reports on Form 8-K
                        21**Signature
                            Page**
                        22
 **PART
                1. FINANCIAL INFORMATION**
  
 **ITEM
            1. FINANCIAL STATEMENTS**
  The
            financial statements have been adjusted with all adjustments, which,
            in the
            opinion of management, are necessary in order to make the financial statements
            not misleading.
  For
            financial information, please see the financial statements and the notes
            thereto, attached hereto and incorporated herein by this reference.
  The
            financial statements have been prepared by China Mobility Solutions,
            Inc.
            without audit pursuant to the rules and regulations of the Securities
            and
            Exchange Commission. Certain information and note disclosures normally
            included
            in financial statements prepared in accordance with accounting principles
            generally accepted in the United States of America, have been condensed
            or
            omitted as allowed by such rules and regulations, and management believes
            that
            the disclosures are adequate to make the information presented not misleading.
            These financial statements include all of the adjustments which, in the
            opinion
            of management, are necessary to a fair presentation of financial position
            and
            results of operations. All such adjustments are of a normal and recurring
            nature. These financial statements should be read in conjunction with
            the
            audited financial statements at December 31, 2006, included in the
            Company's and Form 10-KSB.
  **China
                          Mobility Solutions, Inc. and
                          Subsidiaries****Consolidated
                          Balance Sheets****(Expressed
                          in US Dollars)**March
                          31,
                      
                      December
                          31,2007
                      
                      2006(Unaudited)**ASSETS****Current
                          Assets**Cash
                          and cash equivalents
                      $
                      181,942
                      $
                      288,149Accounts
                          receivable
                      
                      3,361
                      
                      3,373Prepaid
                          expenses and other current assets
                      
                      2,283
                      
                      4,615Due
                          from related parties
                      
                      39,549
                      
                      25,973Net
                          assets of subsidiaries in liquidation
                      
                      1
                      
                      1**Total
                          Current Assets**
                      
                      227,136
                      
                      322,111**Property
                          and Equipment, net of accumulated depreciation of $52,070
                          and 51,442,
                          respectively**
                      
                      10,501
                      
                      11,129**Other
                          Assets**Deposit
                          paid in connection with contemplated acquisition of Beijing
                          Topbiz,less
                          allowance for doubtful recoverability
                      
                      50,000
                      
                      50,000Investment
                      
                      1
                      
                      1Goodwill
                      
                      127,124
                      
                      127,124Other
                          assets
                      
                      785
                      
                      785**Total
                          Assets**
                      $
                      415,547
                      $
                      511,150**LIABILITIES
                          AND STOCKHOLDERS' EQUITY (DEFICIENCY)****Current
                          Liabilities**Accounts
                          payable and other accrued liabilities
                      $
                      297,515
                      $
                      537,200Deferred
                          revenue
                      
                      13,338
                      
                      12,849Convertible
                          debentures
                      
                      1,650,000
                      
                      3,325,000**Total
                          current liabilities**
                      
                      1,960,853
                      
                      3,875,049**Commitments
                          and Contingencies**
                      
                      -
                      
                      -**Stockholders'
                          Equity (Deficiency)**Common
                          stock, $0.001 par value; authorized 500,000,000 shares,issued
                          and outstanding: 59,534,292 and 20,011,792 shares,
                          respectively
                      
                      59,534
                      
                      20,012Additional
                          paid-in capital
                      
                      20,429,429
                      
                      18,492,826Accumulated
                          deficit
                      
                      -21,833,974
                      
                      -21,683,854Accumulated
                          other comprehensive income (loss)
                      
                      -200,295
                      
                      -192,883**Total
                          stockholders' equity (deficiency)**
                      
                      -1,545,306
                      
                      -3,363,899**Total
                          Liabilities and Stockholders' Equity (Deficiency)**
                      $
                      415,547
                      $
                      511,150**See
                          notes to consolidated financial statements.**
   **China
                            Mobility Solutions, Inc. and
                            Subsidiaries****Consolidated
                            Statements of Operations****(Expressed
                            in US Dollars)**Three
                            Months Ended March 31,2007
                        
                        2006(Unaudited)
                        
                        (Unaudited)**Revenue**Tuition
                            fees
                        $
                        21,009
                        $
                        19,027**Cost
                            of Sales**Tuition
                            fees
                        
                        154
                        
                        4,632**Gross
                            Profit**
                        
                        20,855
                        
                        14,395**Selling,
                            general, and administrative expenses**
                        
                        108,031
                        
                        231,174**Income
                            (loss) from Operations**
                        
                        (87,176)
                        
                        (216,779)**Other
                            income (Expense)**Interest
                            income
                        
                        -
                        
                        17,653Interest
                            expense on convertible debentures
                        
                        (64,647)
                        
                        (54,312)Costs
                            relating to convertible debentures:Late
                            registration penalty fees
                        
                        -
                        
                        (201,000)Other
                            income
                        
                        1,703
                        
                        -Other
                            income (expense) - net
                        
                        (62,944)
                        
                        (237,659)**Income
                            (loss) before Income Taxes**
                        
                        (150,120)
                        
                        (454,438)**Income
                            tax expense**
                        
                        -
                        
                        -**Income
                            (loss) from continuing operations**
                        
                        (150,120)
                        
                        (454,438)**Discontinued
                            operations:**Income
                            (loss) from discontinued operations
                        
                        -
                        
                        396,839**Total**
                        
                        -
                        
                        396,839**Net
                            income (loss)**
                        $
                        (150,120)
                        $
                        (57,599)**Net
                            income (loss) per share**Continuing
                            operations
                        $
                        0
                        $
                        (0.02)Discontinued
                            operations
                        
                        
                        
                        0.02**Total**
                        $
                        0
                        $
                        0**Weighted
                            average number of common shares used to compute net income
                            (loss) per
                            share**Basic
                            and Diluted
                        
                        41,090,459
                        
                        20,011,792**See
                            notes to consolidated financial statements.**
    **China
                            Mobility Solutions, Inc. and
                            Subsidiaries****Consolidated
                            Statements of Stockholders' Equity (Deficiency)****(Expressed
                            in US Dollars)**Accumulated
                            otherCommon
                              Stock, $0.001 parvalue
                        Additional
                            paid-in
                        
                        Accumulated
                        
                        comprehensiveShares
                        
                        Amount
                        
                        capital
                        
                        deficit
                        
                        income
                        
                        TotalBalance
                            at December 31, 2004
                        15,826,792
                        $
                        15,827
                        $
                        8,770,378
                        $
                        (4,640,956)
                        $
                        (183,532)
                        $
                        3,961,717Issuance
                            of common stock for cash onexercise
                            of stock options on February24,
                            2005 at $0.30
                        495,000
                        
                        495
                        
                        148,005
                        
                        -
                        
                        -
                        
                        148,500Issuance
                            of common stock for services
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        -rendered
                        600,000
                        
                        600
                        
                        350,700
                        
                        -
                        
                        -
                        
                        351,300Issuance
                            of common stock for cash onexercise
                            of stock options on September1,
                            2005 at $0.40
                        500,000
                        
                        500
                        
                        199,500
                        
                        -
                        
                        -
                        
                        200,000Issuance
                            of common stock for cash onexercise
                            of stock options on September1,
                            2005 at $0.35
                        2,590,000
                        
                        2,590
                        
                        903,910
                        
                        -
                        
                        -
                        
                        906,500Stock-based
                            compensation
                        -
                        
                        -
                        
                        126,000
                        
                        -
                        
                        -
                        
                        126,000Fair
                            value of new Series "A" warrants issued
                        -
                        
                        -
                        
                        3,254,305
                        
                        -
                        
                        
                        
                        3,254,305Fair
                            value of new Series "B" warrants issued
                        -
                        
                        -
                        
                        3,637,165
                        
                        -
                        
                        -
                        
                        3,637,165Intrinsic
                            value of the conversion feature of theconvertible
                            debenture
                        -
                        
                        -
                        
                        1,052,863
                        
                        -
                        
                        -
                        
                        1,052,863Net
                            loss for the year endedDecember
                            31, 2005
                        -
                        
                        -
                        
                        -
                        
                        (9,163,453)
                        
                        -
                        
                        (9,163,453)Foreign
                            currency translation adjustment
                        -
                        
                        -
                        
                        -
                        
                        -
                        
                        (17,829)
                        
                        (17,829)Balance
                            at December 31, 2005
                        20,011,792
                        
                        20,012
                        
                        18,442,826
                        
                        (13,804,409)
                        
                        (201,361)
                        
                        4,457,068Fair
                            value of 200,000 Series "C" warrants issued forservices
                            rendered
                        -
                        
                        -
                        
                        50,000
                        
                        -
                        
                        -
                        
                        50,000Net
                            loss for the year endedDecember
                            31, 2006
                        -
                        
                        -
                        
                        -
                        
                        (7,879,445)
                        
                        -
                        
                        (7,879,445)Foreign
                            currency translation adjustment
                        -
                        
                        -
                        
                        -
                        
                        -
                        
                        8,478
                        
                        8,478Balance
                            at December 31, 2006
                        20,011,792
                        
                        20,012
                        
                        18,492,826
                        
                        (21,683,854)
                        
                        (192,883)
                        
                        (3,363,899)Unaudited:Conversion
                            of convertible debentures tocommon
                            stock at $0.05 per share
                        33,500,000
                        
                        33,500
                        
                        1,641,500
                        
                        
                        
                        
                        
                        1,675,000Issuance
                            of common stock in satisfaction ofunpaid
                            accrued interest and late regisrationpenalty
                            fees relating to convertible debenturesat
                            $0.05 per share
                        6,022,500
                        
                        6,022
                        
                        295,103
                        
                        
                        
                        
                        
                        301,125Net
                            loss for the three months ended March 31, 2007
                        
                        
                        
                        
                        
                        
                        (150,120)
                        
                        
                        
                        (150,120)Foreign
                            currency translation adjustment
                        
                        
                        
                        
                        
                        
                        
                        
                        (7,412)
                        
                        (7,412)Balance
                            at March 31, 2007
                        59,534,292
                        $
                        59,534
                        $
                        20,429,429
                        $
                        (21,833,974)
                        $
                        (200,295)
                        $
                        (1,545,306)**See
                            notes to consolidated financial statements.**
    **China
                          Mobility Solutions, Inc. and
                          Subsidiaries****Consolidated
                          Statements of Cash Flows****(Expressed
                          in US Dollars)**Three
                          Months Ended March 31,2007
                      
                      2006(Unaudited)
                      
                      (Unaudited)**Cash
                          Flows from Operating Activities**Net
                          loss
                      $
                      (150,120)
                      $
                      (57,599)Adjustments
                          to reconcile net income (loss)to
                          net cash provided by (used for) operating activities:Depreciation
                      
                      628
                      
                      611Foreign
                          currency translation adjustment
                      
                      (7,412)
                      
                      3,025Changes
                          in operating assets and liabilitiesAccounts
                          receivable
                      
                      12
                      
                      (965)Prepaid
                          expenses and other current assets
                      
                      2,332
                      
                      122,034Due
                          from related parties
                      
                      (13,576)
                      
                      (12,472)Accounts
                          payable and other accrued liabilities
                      
                      61,440
                      
                      (25,278)Deferred
                          revenue
                      
                      489
                      
                      (426,396)**Net
                          cash provided by (used for) operating activities**
                      
                      (106,207)
                      
                      (397,040)**Cash
                          Flows from Investing Activities**
                      
                      -
                      
                      -**Cash
                          Flows from Financing Activities**
                      
                      -
                      
                      -**Increase
                          (decrease) in cash and cash equivalents**
                      
                      (106,207)
                      
                      (397,040)**Cash
                          and cash equivalents, beginning of period**
                      
                      288,149
                      
                      6,138,609**Cash
                          and cash equivalents, end of period**
                      $
                      181,942
                      $
                      5,741,569**Supplemental
                          disclosures of cash flow information:**Cash
                          paid for:Interest
                          paid
                      $
                      -
                      $
                      53,600Income
                          taxes paid
                      $
                      -
                      $
                      -**Schedule
                          of non-cash financing activities:**Conversion
                          of convertible debentures tocommon
                          stock at $0.05 per share
                      $
                      1,675,000
                      $
                      -Issuance
                          of common stock in satisfaction of unpaidaccrued
                          interest and late registrationpenalty
                          fees relating to convertible debentures
                      $
                      301,125
                      $
                      -**See
                          notes to consolidated financial statements.**
 
 **CHINA
            MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
            31, 2007**
 **(Stated
            in U.S. dollars)**
 **(Unaudited)**
 
 
 **NOTE** **1
            - BASIS OF PRESENTATION**
 
 The
            accompanying unaudited financial statements have been prepared in conformity
            with accounting principles generally accepted in the United States of
            America.
            However, certain information and footnote disclosures normally included
            in
            financial statements prepared in accordance with generally accepted accounting
            principles have been omitted or condensed pursuant to the rules and regulations
            of the Securities and Exchange Commission (“SEC”). In the opinion of management,
            all adjustments of a normal recurring nature necessary for a fair presentation
            have been included. The results for interim periods are not necessarily
            indicative of results for the entire year. These condensed consolidated
            financial statements and accompanying notes should be read in conjunction
            with
            the Company's annual consolidated financial statements and the notes
            thereto for
            the fiscal year ended December 31, 2006 included in its Annual Report
            on Form
            10-KSB.
 
 The
            unaudited condensed consolidated financial statements include China Mobility
            Solutions, Inc. and its subsidiaries. All inter-company transactions
            and
            accounts have been eliminated.
 
 Certain
            items have been reclassified to conform to the current period presentation.
            There is no effect on total results of operations or stockholders'
            equity.
  **NOTE
            2 - DISCONTINUED OPERATIONS**
 
 On
            August
            15, 2006, a total of $3,350,000 of convertible debentures became due
            and
            payable. In October 2006, the Company was notified by the PRC State
            Administration of Foreign Exchange (“SAFE”) that its application to convert
            certain cash held by the Company’s two subsidiaries organized under the laws of
            the People’s Republic of China (the “PRC Subsidiaries”) into U.S. dollars and
            repay the debentures was denied. Later, in the three months ended December
            31,
            2006, based upon advice of PRC counsel that the Beijing Rule of Liquidation
            was
            the sole means to repay the outstanding debentures, the PRC subsidiaries
            submitted applications to a PRC regulatory authority to liquidate pursuant
            to
            the Beijing Rule of Liquidation. In connection therewith, the accounting
            responsibilities for the operations of the PRC subsidiaries were transferred
            from the Company to a PRC accounting firm approved by the PRC regulatory
            authority. The Company has been unable to obtain reports from this accounting
            firm and has not received a definitive opinion regarding the ultimate
            outcome of
            these liquidations; accordingly, the Company reduced the carrying value
            of the
            net assets of the PRC Subsidiaries to $1 at December 31, 2006 and reflected
            operations of the PRC Subsidiaries to September 30, 2006 as discontinued
            operations. In the event that the Company receives more that $1 from
            the
            liquidations, it will recognize a gain in such future periods that the
            proceeds
            are realized.
 
 Income
            (loss) from discontinued operations consists of:
  
 **2007**
                  
                  **2006**Revenue
                      from wireless communications services
                  $
                  -
                  $
                  1,440,917Cost
                      of revenues
                  
                  -
                  
                  291,833Gross
                      profit
                  
                  -
                  
                  1,149,084Selling,
                      general, and administrative expenses
                  
                  -
                  
                  759,150Income
                      (loss) from operations
                  
                  -
                  
                  389,934Interest
                      income
                  
                  -
                  
                  6,905Income
                      (loss) from discontinued operations
                  $
                  -
                  $
                  396,839
 **NOTE
              3 - PROPERTY AND EQUIPMENT**
 
 Property
              and equipment, net consists of:
 March
                          31,
                      
                      December
                          31,2007
                      
                      2006Equipment
                      $
                      36,913
                      $
                      36,913Library
                      
                      12,816
                      
                      12,816Furniture
                      
                      12,842
                      
                      12,842Total
                      
                      62,571
                      
                      62,571Less
                          : Accumlated depreciation
                      
                      (52,070)
                      
                      (51,442)Net
                          book value
                      $
                      10,501
                      $
                      11,129
  The
              depreciation expense charged to continuing operations for the three
              months ended
              March 31, 2007 and 2006 were $628 and $602, respectively.
  **NOTE
              4 - BEIJING TOPBIZ TECHNOLOGY DEVELOPMENT CORP., INC.**
 
 On
              August
              8, 2006, the Company subsidiary Infornet HK and Mr. Xin Wei, a citizen
              and
              resident of the PRC and President of a subsidiary of the Company (“Wei”)
              (Infornet HK and Wei together being referred to as the “Purchasers”), QiFang Niu
              and XiaoXia Chen, both citizens and residents of the PRC (together
              being
              referred to as the “Sellers”) and Beijing Topbiz Technology Development Corp.,
              Ltd. (“Topbiz”), a company organized and existing under the laws of the PRC,
              entered into a Share Purchase Agreement (the “Agreement”) providing for the
              acquisition by the Purchasers of control of Topbiz from the Sellers.
 
 Under
              the
              Agreement, Infornet HK was to directly acquire 49% of the capital stock
              of
              Topbiz, and indirectly acquire control through Mr. Wei of an additional
              11% of
              Topbiz, giving it effective control of 60% of Topbiz. Infornet HK was
              to pay the
              Sellers on a pro rata basis US$3,700,000 in cash ($950,000 on August
              8, 2006,
              $1,350,000 on November 8, 2006, and $1,400,000 on February 8, 2006)
              and issue to
              them on a pro rata basis 8,081,818 new investment shares in an offering
              which is
              intended to be exempt from registration pursuant to Regulation S under
              the
              Securities Act of 1933, as amended. This acquisition structure was
              chosen to
              comply with China's foreign ownership rules which permit the Company,
              at this
              point in time, to have a direct ownership stake in Topbiz of up to
              49%. Mr. Wei
              has agreed to execute and deliver to Infornet a Stock Option Agreement
              in the
              form and substance satisfactory to Infornet, which grants Infornet,
              among other
              things, the option to purchase his 11% ownership stake that he will
              acquire
              under the Agreement for an aggregate price of $100, upon the satisfaction
              of
              certain conditions precedent.
 
 Infornet
              HK paid a $950,000 deposit to the Sellers on August 8, 2006 in contemplation
              of
              closing of the acquisition. Infornet HK has not made any additional
              payments to
              the Sellers. Due to the matters described in Note 2, the Company presently
              does
              not have sufficient cash to make the remaining payments of $2,750,000
              required
              under the Agreement. Accordingly, the Company believes that the $950,000
              may not
              be recoverable and recorded an impairment charge of $900,000 at December
              31,
              2006 to reduce the carrying cost of the deposit from $950,000 to
              $50,000.
 
 Topbiz
              develops and customizes short messaging system, or SMS, platforms for
              banks in
              China. The 8,081,818 shares issued in connection with the acquisition
              were to be
              subject to a one-year restriction on transfer to a U.S. person pursuant
              to
              Regulation S.
  **NOTE
              5 - CONVERTIBLE DEBENTURES**
 
 On
              August
              15, 2005, the Company completed an offering of 134 units ("Units")
              for
              $3,350,000. Each Unit was sold for $25,000, consisting of $25,000 principal
              amount of senior convertible debentures (the "Debentures"), and one
              new Series
“A” Warrant and one new Series “B” Warrant. The Debentures were initially
              convertible at $0.35 per share for 71,429 shares of common stock of
              the Company;
              maturing on August 15, 2006 and accruing interest at a rate of not
              less than 6%
              per annum equal to the sum of 2% per annum plus the one-month London
              Inter-Bank
              Offer Rate (“LIBOR”). The Debentures are subject to redemption at 125% of the
              principal amount plus accrued interest commencing six months after
              August 7,
              2006.
  Each
              Unit
              also included: (i) new Series “A” Warrants exercisable at $0.44 per share to
              purchase 71,429 shares of Common Stock of the Company until February
              15, 2008;
              and (ii) new Series “B” Warrants exercisable at $0.52 per share to purchase
              71,429 shares of Common Stock until February 15, 2009. The new Series
“A” and
              new Series “B” Warrants are subject to redemption by the Company at $0.001 per
              Warrant at any time commencing six months and twelve months, respectively,
              from
              August 7, 2006, provided the average closing bid price of the common
              stock of
              the Company equals or exceeds 175% of the respective exercise prices
              for 20
              consecutive trading days.
 
 On
              January 18, 2006, the Company received a letter (the “Default Notice”) from
              the attorney for Southridge Partners, LP, (the “Lender”), the holder
              of $500,000 principal amount of the Company's Senior Convertible
              Debentures (the “Debenture”) stating that the Company was in default
              of certain transaction agreements (the “Transaction Agreements”) issued in
              connection with the Debenture by virtue of the Company's issuance of
              registered
              shares of stock to employees and consultants under a Form S-8 registration
              statement and the filing of the Form S-8 prior to the date of effectiveness,
              August 7, 2006, of the Company's SB-2 Registration Statement required
              under the
              Registration Rights Agreement (one of the Transaction
              Agreements).
  The
              Company denied that it was in default of the Transaction Agreements.
              However, in
              order to avoid costly litigation, the parties entered into a waiver/settlement
              agreement on May 4, 2006 (the “Waiver/Settlement Agreement”).
 
 In
              accordance with the terms of the Waiver/Settlement Agreement, the initial
              conversion price of the Debenture was reduced from $.35 per share to
              $.30 per
              share, the new Series “A” Warrant exercise price was reduced from $.44 to $.38
              per share and the new Series “B” Warrant exercise price was reduced from $.52 to
              $.45 per share. In addition, the number of shares of the Company's
              common stock
              exercisable upon conversion of each $25,000 principal amount of Debenture
              and
              upon exercise of the new Series “A” and new Series “B” Warrants included in each
              Unit was increased from 71,429 shares to 83,333 shares for each of
              the
              Debenture, Class A Warrants and Class B Warrants, or an aggregate of
              250,000
              shares per unit.
 
 The
              Lender waived the S-8 Default set forth in the Default Notice and the
              Company
              agreed not to file any additional S-8 Registration Statements prior
              to 45 days
              after August 7, 2006.
 
 On
              August
              15, 2006, the Company did not repay the $3,350,000 of Debentures then
              due. The
              Company has paid all interest on the Debentures accrued through November
              15,
              2006. As discussed in Note 2, the Company had applied to the regulatory
              authority in China to approve converting its subsidiaries' funds into
              U.S.
              dollars and repay the Debentures and was denied. The Company was advised
              that
              the Rule of Liquidation is the sole means of assuring repayment of
              the
              Debentures and subsequently submitted applications for such liquidations
              to a
              PRC regulatory authority. At May 18, 2007, these liquidations have
              not been
              completed.
 
 The
              holder of an aggregate of $300,000 of the Debentures has agreed to
              extend the
              due date to December 31, 2007 with an interest rate of 10% per annum
              starting
              from August 15, 2006 and the exercise price of the new Series “A” Warrants and
              new Series “B” Warrants being reduced to $0.15 and $0.20 per share respectively.
              Other terms remain the same.
 
 The
              Company received letters (the “Default Letters”) from the attorneys for two
              holders of an aggregate $875,000 principal amount of Debentures stating
              that the
              Company was in default under the Debentures as a result of its failure
              to pay
              principal plus interest thereon. On September 18, 2006, one of the
              debenture
              holders commenced a lawsuit against the Company in the Supreme Court
              of the
              State of New York, New York County (No. 603266). The action is a motion
              for
              summary judgment in lieu of complaint based on the Company's Debentures
              in the
              amount of $500,000 in favor of Plaintiff which was due on August 15,
              2006, with
              interest at 12% per annum. On January 19, 2007, this motion was granted
              and a
              judgment in the amount of $545,440 was awarded the Plaintiff.
 
 The
              Company entered into conversion/settlement agreements (the “Conversion
              Agreements”) dated February 2, 2007, which provided that the conversion price
              (the “Conversion Price”) of the Debentures, as set forth in paragraph 7(d) of
              the Debentures shall be reduced to $.05 per share of Common Stock (“Underlying
              Common Stock") issuable upon conversion (the “Conversion”), provided that at
              least fifty (50%) percent in principal amount (or $1,675,000) of the
              initial
              $3,350,000 of Debentures (the “Minimum Conversion”) agree to the Conversion. The
              closing of the Conversion (the “Closing”) occurred on February 12, 2007. Those
              Debenture holders who agree to the Conversion shall also agree to convert
              all
              accrued but unpaid penalties and interest owed by the Company into
              Common Stock
              at $.05 per share. Pursuant to the terms of the May 4, 2006 Waiver/Settlement
              Agreement entered into between the Company and Debenture holders the
              Conversion
              Price of the Debentures was reduced to its current price of $.30 per
              share. A
              total of 39,522,500 shares of common stock were issued to 29 Debenture
              holders
              under Conversion Agreements in satisfaction of $1,675,000 total principal
              amount
              of Debentures and $301,125 unpaid accrued interest and late registration
              penalty
              fees.
 
 The
              Conversion Agreements provided for the Debenture holders who signed
              such
              agreements to: (i) terminate any and all pending litigation with the
              Company to
              which they are a party, without prejudice to reinstatement if and only
              if the
              Minimum Conversion is not completed, and/or the Company defaults in
              its
              obligations under the Conversion Agreement; (ii) in any vote of shareholders
              not
              vote against any nominee to the Board of Directors of the Company and
              any
              proposal designated by current management of the Company which does
              not effect
              the Conversion, and (iii) release and hold harmless the Company and
              its
              officers, directors, employees, representatives and affiliates following
              the
              Closing.
 
 The
              Company agreed to make whatever filings are necessary with the SEC,
              whether by
              way of supplement or post-effective amendment to this registration
              statement
              concerning the Underlying Common Stock, to permit the issuance of common
              stock
              at the reduced Conversion Price of $.05 per share. Notwithstanding
              the
              foregoing, only the original 214,287 shares of Common Stock issuable
              underlying
              each $25,000 Unit, including 71,429 Shares of Common Stock underlying
              each
              Debenture, are registered on this Registration Statement. Accordingly,
              at the
              reduced Conversion Price of $.05 per share an aggregate of 500,000
              shares of
              Common Stock would be issuable upon conversion of the Debentures and
              an
              additional 166,666 shares of Common Stock issuable upon exercise of
              warrants
              included in the Units. All additional shares of Common Stock not included
              in
              this Registration Statement, as well as those issuable in exchange
              for any
              interest and penalties due under the Debentures at the time of the
              Closing, have
              been included in a second registration statement filed by the Company
              on
              February 12, 2007.
 
 The
              Company shall also provide the Debenture holders with “most favored nation”
status and reduce the Conversion Price to the per share price of any
              equity
              offering made by the Company within 18 months of the Closing Date.
              The Company
              shall issue such number of additional shares to the Debenture holders
              to reduce
              their Conversion Price to that of such subsequent offering.
 
 At
              March
              31, 2007, accounts payable and accrued liabilities include interest
              payable of
              $121,676 and unpaid late registration penalty fees payable of
              $129,277.
  **NOTE
              6 - BASIC AND DILUTED EARNINGS (LOSS) PER SHARE**
 
 Basic
              earnings (loss) per share are computed by dividing net earnings (loss)
              available
              to common stockholders by the weighted-average number of common shares
              outstanding during the period. Diluted earnings per share is computed
              by
              dividing net earnings available to common stockholders by the weighted-average
              number of common shares outstanding during the period increased to
              include the
              number of additional common shares that would have been outstanding
              if
              potentially dilutive common shares had been issued.
 
 The
              following table sets forth the computations of shares and net loss
              used in the
              calculation of basic and diluted loss per share for the three months
              ended March
              31, 2007 and 2006:
 **2007**
                    
                    **2006**Net
                        loss for the period
                    
                    (150,120)
                    
                    (57,599)Weighted-average
                        number of shares outstanding
                    
                    41,090,459
                    
                    20,011,792Effective
                        of dilutive securities :Dilutive
                        options - $0.30
                    
                    -
                    
                    -Dilutive
                        warrants new Series "A" - $0.15
                    
                    -
                    
                    -Dilutive
                        warrants new Series "A" - $0.38
                    
                    -
                    
                    -Dilutive
                        warrants new Series "B" - $0.20
                    
                    -
                    
                    -Dilutive
                        warrants new Series "B" - $0.45
                    
                    -
                    
                    -Dilutive
                        warrants Series "C" - $0.45
                    
                    -
                    
                    -Dilutive
                        potential common shares
                    
                    -
                    
                    -Adjusted
                        weighted-average shares and
                    
                    41,090,459
                    
                    20,011,792assumed
                        conversionsBasic
                        income (loss) per share attributable tocommon
                        shareholders
                    $
                    0
                    $
                    0Diluted
                        income (loss) per share attributable tocommon
                        shareholders
                    $
                    0
                    $
                    0
  The
              effect of outstanding options and warrants was not included as the
              effect would
              be anti-dilutive.
 
 **NOTE
              7 - SHARE PURCHASE WARRANTS**
 
 During
              the three months ended March 31, 2007, no share purchase warrants were
              issued,
              exercised or cancelled.
 
 As
              of
              March 31, 2007, 122 new Series “A” warrants were outstanding which entitle the
              holders to purchase 83,333 common shares of the Company at $0.38 until
              February
              15, 2008. 122 new Series “B” warrants were outstanding which entitle the holders
              to purchase 83,333 common shares of the Company at $0.45 until February
              15,
              2009. 12 amended new Series “A” warrants were outstanding which entitle the
              holders to purchase 83,333 common shares of the Company at $0.15 each
              until
              February 15, 2008. 12 amended new Series “B” warrants were outstanding which
              entitle the holders to purchase 83,333 common shares of the Company
              at $0.20
              until February 15, 2009. 200,000 Series “C” warrants were outstanding which
              entitle the holders to purchase 200,000 common shares of the Company
              at $0.45
              each expiring on May 5, 2010.
 
 **NOTE
              8 - STOCK OPTIONS**
 
 The
              Company filed Form S-8 for its 2006 non-qualified Stock Option Plan
              with the
              Securities and Exchange Commission on November 3, 2005. The total number
              of
              shares of the Company available for grants of stock options and common
              stock
              under the Plan shall be 4,000,000 common shares. Stock options may
              be granted to
              non-employees and directors of the Company or other persons who are
              performing
              or who have been engaged to perform services of special importance
              to the
              management, operation or development of the Company. All stock options
              granted
              hereunder must be granted within ten years from the earlier of the
              date of this
              Plan is adopted or approved by the Company's shareholders. No stock
              option
              granted to any employee or 10% shareholder shall be exercisable after
              the
              expiration of ten years from the date such non qualifying stock option
              (“NQSO”)
              is granted. The Company, in its discretion, may provide that an option
              shall be
              exercisable during such ten year period or during any lesser period
              of time. At
              the discretion of the Company, through the delivery of fully paid and
              non-assessable common shares, with an aggregate fair market value on
              the date
              the NQSO is exercised equal to the option price, provided such tendered
              shares
              have been owned by the Optionee for at least one year prior to such
              exercise.
 
 No
              options were granted, exercised, canceled or forfeited during the three
              months
              ended March 31, 2007. The weighted average remaining contractual life
              is 0.31
              years.
 
 Options
              outstanding at March 31, 2007 were 660,000 with an option exercise
              price of
              $0.30 per share.
 
 **NOTE
              9 - RELATED PARTY TRANSACTIONS**
 
 During
              the three months ended March 31, 2007, the Company paid $14,248 (2006:
              $14,738)
              to a director and an officer as wages and benefits.
 
 As
              of
              March 31, 2007, the Company has a receivable of $21,684 due from a company
              with a common ex-director without interest or specific terms of
              repayment.
 
 As
              of
              March 31, 2007, the Company has an advance receivable of $17,865 from
              a director
              of the Company, which is to be used for future Company expenses.
 **ITEM
            2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
            OPERATIONS**
  **Critical
            Accounting Policies**
  Our
            discussion and analysis is based upon our consolidated financial statements,
            which have been prepared in accordance with accounting principles generally
            accepted in the United States. The preparation of these financial statements
            requires us to make estimates and judgments that affect the reported
            amounts of
            assets, liabilities, revenues and expenses, and related disclosure of
            contingent
            assets and liabilities. On an on-going basis, we evaluate our estimates,
            including those related to revenue recognition, accounts receivable and
            allowance for doubtful accounts, intangible and long-lived assets, and
            income
            taxes. We base our estimates on historical experience and on various
            other
            assumptions that are believed to be reasonable under the circumstances,
            the
            results of which form the basis for making judgments about the carrying
            values
            of assets and liabilities that are not readily apparent from other sources.
            Actual results may differ from these estimates under different assumptions
            or
            conditions.
  An
            accounting policy is deemed to be critical if it requires an accounting
            estimate
            to be made based on assumptions about matters that are highly uncertain
            at the
            time the estimate is made, and if different estimates that reasonably
            could have
            been used or changes in the accounting estimate that are reasonably
            likely to occur could materially change the financial statements. We
            believe the
            following critical accounting policies reflect our more significant estimates
            and assumptions in the preparation of our consolidated financial
            statements:
  Contingencies
            - We may be subject to certain asserted and unasserted claims encountered
            in the
            normal course of business. It is our belief that the resolution of these
            matters
            will not have a material adverse effect on our financial position or
            results of
            operations, however, we cannot provide assurance that damages that result
            in a
            material adverse effect on our financial position or results of operations
            will
            not be imposed in these matters. We account for contingent liabilities
            when it
            is probable that future expenditures will be made and such expenditures
            can be
            reasonably estimated.
  Income
            Taxes
            - We record a valuation allowance to reduce our deferred tax assets to
            the
            amount that is more likely than not to be realized. We have considered
            future
            market growth, forecasted earnings, future taxable income, and prudent
            and
            feasible tax planning strategies in determining the need for a valuation
            allowance. We currently have recorded a full valuation allowance against
            net
            deferred tax assets as we currently believe it is more likely than not
            that the
            deferred tax assets will not be realized.
  Valuation
            Of
            Long-Lived Assets - We review property, plant and equipment and other
            assets for
            impairment whenever events or changes in circumstances indicate the carrying
            value of an asset may not be recoverable. Our asset impairment review
            assesses
            the fair value of the assets based on the future cash flows the assets
            are
            expected to generate. An impairment loss is recognized when estimated
            undiscounted future cash flows expected to result from the use of the
            asset plus
            net proceeds expected from disposition of the asset (if any) are less
            than the
            carrying value of the asset. When an impairment is identified, the carrying
            amount of the asset is reduced to its estimated fair value. Deterioration
            of our
            business in a geographic region could lead to impairment adjustments
            when
            identified. The accounting effect of an impairment loss would be a charge
            to
            income, thereby reducing our net profit.
 
 **Forward-looking
            statements**
  Statements
            contained in this report include "forward-looking statements" within
            the meaning
            of such term in Section 27A of the Securities Act of 1933, as amended
            (the
            "Securities Act") and Section 21E of the Exchange Act. Forward-looking
            statements involve known and unknown risks, uncertainties and other factors
            which could cause actual financial or operating results, performances
            or
            achievements expressed or implied by the forward-looking statements not
            to occur
            or be realized. Forward-looking statements generally are based on our
            best
            estimates of future results, performances or achievements, based upon
            current
            conditions and the most recent results of the companies involved and
            their
            respective industries. Forward-looking statements may be identified by
            the use
            of forward-looking terminology such as "may," "will," "could," "project,"
            "expect," "believe," "estimate," "anticipate," "intend," "continue,"
            "potential," "opportunity" or similar terms, variations of those terms
            or the
            negative of those terms or other variations of those terms or comparable
            words
            or expressions.
 
 Potential
            risks and uncertainties include, among other things, such factors
            as:
 
 ·
                  the
                      Liquidation of our PRC Subsidiaries as set forth in Item
                      1,
 
 ·
                  our
                      business strategies and future plans of
                      operations,
 
 ·
                  general
                      economic conditions in the United States and elsewhere, as
                      well as the
                      economic conditions affecting the industries in which we
                      operate,
 
 ·
                  the
                      market acceptance and amount of sales of our products and
                      services,
 
 ·
                  our
                      historical losses,
 
 ·
                  the
                      competitive environment within the industries in which we
                      compete,
  ·
                  our
                      ability to raise additional capital, currently needed for expansion,
                      the
                      other factors and information discussed in other sections of
                      this report
                      and in the documents incorporated by reference in this
                      report.
 
 Persons
            reading this report should carefully consider such risks, uncertainties
            and
            other information, disclosures and discussions which contain cautionary
            statements identifying important factors that could cause actual results
            to
            differ materially from those provided in the forward-looking statements.
            We
            undertake no obligation to publicly update or revise any forward-looking
            statements, whether as a result of new information, future events or
            otherwise.
 
  **Working
            Capital Needs**
  For
            the
            education services, the Company will use the working capital to explore
            the
            local market, launch new courses, set up new market campaign, sign up
            with more
            agents, both domestic and international agents and provide some marketing
            materials and financial support to those agents.
 
 
 **Future
            Strategy**
  The
            Company accumulated nearly 500,000 corporate leads from its previous
            domain name
            registration and web hosting services in China.
  In
            January 2007, the Beijing Bureau of Commerce approved the Liquidation
            of the
            Company’s operating subsidiaries in China. In connection with the Liquidation,
            the accounting responsibilities for the operations of the PRC subsidiaries
            were
            transferred from the Company to a PRC accounting firm approved by the
            PRC
            regulatory authority. The Company has been unable to obtain reports from
            this
            accounting firm and has not received a definitive opinion regarding the
            ultimate
            outcome of these liquidations; accordingly, the Company has reduced the
            carrying
            value of the net assets of the PRC subsidiaries to $1 at December 31,
            2006 and
            has reflected operations of the PRC Subsidiaries for the years ended
            December
            31, 2006 (which only includes these operations to September 30, 2006)
            and 2005
            as discontinued operations.
  In
            view
            of the foregoing, as a result of the Liquidation, the Company’s sole operations
            are those of Windsor Education Academy Inc., a British Columbia based
            school
            specializing in English as a Second Language courses for foreign students.
            This
            business had total revenues of $21,009 for the period ends at March 31,
            2007.
            Accordingly, we intend to seek to expand our business through acquisitions
            or
            mergers with other entities. Any decision to make an acquisition or merge
            will
            be based upon a variety of factors, including, among others, the purchase
            price
            and other financial terms of the transaction, the business prospects
            of the
            target company and the extent to which any acquisition/merger would enhance
            our
            prospects. We will continue to try to complete the acquisition of Topbiz,
            as
            described below. While we have had discussions with various potential
            acquisitions targets, we presently have no agreements, understandings
            or
            arrangements for any other acquisitions or mergers. As part of the Liquidation,
            it is necessary to appoint an auditor to do the appraisal of an evaluation
            of
            the assets of the Company and to submit such appraisal to the BOMOC for
            its
            approval.
  At
            such
            time as the Company is able to convert the Debentures and/or repay the
            remainder
            though the Liquidation process it will need to seek additional funds
            in order to
            implement its business plan. No commitments to provide additional funds
            have
            been made by management or other stockholders. Accordingly, there can
            be no
            assurance that any additional funds will be available to the Company
            when it is
            needed.
  **Liquidation
            of Quicknet Subsidiary to Repay Debentures in Default**
  On
            August
            15, 2006, the Company’s Debentures in the principal amount of $3,350,000
            matured. While the Company had sufficient cash on hand to repay the Debentures
            in their entirety with accrued interest, the Company's operating subsidiary
            in
            China, Quicknet was denied the ability to withdraw funds from China,
            as
            described below. The Company received letters from the attorneys for
            two holders
            of an aggregate $875,000 principal amount of Debentures stating that
            the Company
            was in default under the Debentures as a result of its failure to pay
            principal
            plus interest thereon. One of such debenture holders obtained a default
            judgment
            against the Company for $500,000 principal amount of Debenture plus interest
            and
            expenses. The Company had paid all interest on the Debentures accrued
            through
            August 15, 2006. Interest accrued on the Debentures though maturity,
            at the rate
            of not less than 6% per annum equal to the sum of 2% per annum plus the
            one
            month LIBOR rate. From the maturity date of August 15, 2006, interest
            on
            outstanding principal amount of Debentures
 and
            unpaid accrued interest accrues at the rate of 12% per annum.
  The
            Company disclosed in a Current Report on Form 8-K for August 31, 2006,
            that it
            had applied to the banking authorities (State Administration of Foreign
            Exchange
            (“SAFE”)) in China to convert its subsidiaries' funds into U.S. dollars and
            repay the Debentures. The Company's operating subsidiary in China has
            advised
            the Company that its application to SAFE to withdraw the funds from China
            had
            been denied. On October 25, 2006, the Company retained the law firm of
            Wyatt
& Wang in Beijing to assist it comply with the Beijing Rule of Liquidation
            of companies with foreign investment (the “Rule of Liquidation”). The Company
            has been advised by PRC Counsel that the Rule of Liquidation is the sole
            means
            of assuring repayment of the Debentures. The Company began the process
            to submit
            an application for such liquidation to the Bureau of Ministry of Commerce
            (“BOMOC”). On January 16, 2007, the Beijing Bureau of Commerce approved the
            Liquidation. As part of the Liquidation, the PRC Subsidiaries were ordered
            to
            discontinue operations and set up a liquidation committee. Their accounting
            responsibilities were transferred from the Company to a PRC accounting
            firm
            approved by the PRC regulatory authority. As reflected in the financial
            statements included in this Report, the operations of the PRC Subsidiaries
            for
            the years ended December 31, 2006 (which only includes these operations
            to
            September 30, 2006) and 2005 are reflected as discontinued
            operations.
  Upon
            the
            Liquidation of the PRC Subsidiaries and the repayment of outstanding
            Debentures,
            the Company does not know whether the PRC subsidiaries will continue
            to operate
            as subsidiaries of the Company in new entities, although it is not currently
            expected they will.
 
 **Liquidity
            And Capital Resources**
  The
            Company had cash capital of $181,942 at March 31, 2007. The Company has
            no other
            capital resources other than the ability to use its common stock to achieve
            additional capital raising. Other than cash capital, its other assets
            would be
            illiquid.
  At
            the
            end of March, 2007, the Company had $227,136 in current assets and current
            liabilities of $1,960,853, consisting primarily of $1,650,000 of Debentures
            which matured on August 15, 2006 and were in default. At March 31, 2005,
            the
            Company had current liabilities of $3,875,049, consisting of the $3,350,000
            principal amount of Debentures which were matured on August 15,
            2006.
  The
            cash
            capital at the end of the period of $181,942 will be used to fund continuing
            operations. The Company had a decrease in cash of $106,207 for this quarter,
            mainly for general and administrative expenses. The Company has received
            no cash
            from investing activities in this quarter.
  On
            August
            15, 2006, $3.35 million principal amount of Debentures matured. **** The
            Company offered to lower the conversion price of the Debentures to $.05
            per
            share conditioned upon at least 50% in principal amount of Debentures
            agreeing
            to convert all of their Debentures in accordance with the terms and conditions
            for a Conversion/Settlement Agreement dated as of February 2, 2007. This
            transaction was completed in February 2007 and approximately 58 % of
            the
            Debenture has been converted at $.05 per share. The Debenture holder
            who
            executed the Agreement relieved the company from all claims.
  The
            Company has tuition fees from Windsor Education Academy ("Windsor").
            However,
            capital from additional private placements, borrowing against assets
            and/or from
            warrants being exercised by warrant holders, may be required to fund
            future
            operations. As of December 31, 2006, 134 new Series “A” warrants issued in the
            August 2005 Offering were outstanding which entitle the holders to purchase
            71,429 common shares of the Company at $0.44 each within two years from
            the
            Effective Date, but no later than February 15, 2008. 134 new Series “B” warrants
            were outstanding issued in the August 2005 offering which entitle the
            holders to
            purchase 71,429 common shares of the Company at $0.52 each within three
            years
            from the Effective Date but no later than February 15, 2009.
  On
            August
            8, 2006, and as referenced in Item 1(a) above, the Company and President
            of a
            subsidiary of the Company consummated the acquisition of a 49% interest
            in
            Topbiz, pursuant to the Share Purchase Agreement referenced in Exhibit
            10.8
            hereto. As of September 30, 2006, $950,000 had been paid by the Company.
            According to the Share Purchase Agreement, the Company should make a
            payment of
            US$1,350,000 three months after closing date which is before end of November,
            2006. However, since the Company had started the liquidation process
            by then, it
            could not make such payment on time. The Company and Topbiz stopped the
            ownership transferring process. As of December 31, 2006, the Company
            and Topbiz
            had not reached an amended agreement on the payment schedule. Furthermore,
            the
            Company has not issued any stock under Regulation S under the Securities
            Act in
            connection with this transaction
 
 **Need
            for Additional Financing:**
  The
            Company believes it has sufficient capital to meet its short-term
            cash needs, including the costs of compliance with the continuing reporting
            requirements of the Securities Exchange Act of 1934, but it will have
            to seek
            loans or equity placements to cover longer term cash needs to continue
            operations and expansion.
  No
            commitments to provide additional funds have been made by management
            or other
            stockholders. Accordingly, there can be no assurance that any additional
            funds
            will be available to the Company to allow it to cover operation
            expenses.
  If
            future
            revenue declines or operations are unprofitable, the Company will be
            forced to
            develop another line of business, or to finance its operations through
            the sale
            of its assets, or enter into the sale of stock for additional capital,
            none of
            which may be feasible when needed. The Company has neither specific management
            ability, nor financial resources or plans to enter any other business
            as of this
            date.
  The
            effect of inflation has not had a material impact on its operation, nor
            is it
            expected to in the immediate future.
 
 **Market
            Risk:**
  The
            Company does not hold any derivatives or investments that are subject
            to market
            risk. The carrying values of any financial instruments, approximate fair
            value
            as of those dates because of the relatively short-term maturity of these
            instruments which eliminates any potential market risk associated with
            such
            instruments.
 
 **Material
            Changes in Results of Operations For the Three Months Ended March 31,
            2007 As
            Compared to the Three Months Ended March 31, 2006.**
  Revenues.
            The Company has revenues of $21,009 from tuition fees for the three months
            ended
            March 31, 2007, compared to $19,027 for the same period in 2006 from
            its
            subsidiary: Windsor Education Academy. The gross profit in 2007 was $20,855
            compared to $14,395 in 2006 for the three months ended March
            31.
  Operating
            Expenses. The Company incurred operating expenses of $87,176 in this
            quarter,
            compared to operating expenses of $216,779 for the same period in
            2006.
  Loss
            from
            Continuing Operations. Loss from continuing operations for this quarter
            was
            ($150,120) compared to the same period in 2006 of ($454,438). This was
            caused
            largely by the cost relating to convertible debentures’ late registration
            penalty fees in 2006.
  Net
            Loss.
            Net Loss to Common Stockholders as of March 31, 2007 was ($150,120))
            in contrast
            to a Net Loss of ($57,599) in 2006. This was caused largely by the income
            from
            discontinued operations of $396,839 in 2006.
 
 Loss
            per
            Share. Loss per share was Nil for the period ended March 31, 2007, unchanged
            from the same period in 2006.
  **ITEM
            3.  CONTROLS AND PROCEDURES**
  **Quarterly
            Evaluation of Controls**
  **CONTROLS
            AND PROCEDURES**
  As
            of the
            end of the period covered by this Quarterly Report on Form 10-QSB, we
            evaluated
            the effectiveness of the design and operation of our disclosure controls
            and
            procedures ("Disclosure Controls") as defined in Rules 13a -15(e) or
            15d-15(e)
            under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This
            evaluation ("Evaluation") was performed by our Chief Executive Officer
            and
            Principal Accounting Officer, XiaoQing Du, ("CEO") and Ernest Cheung,
            our
            Principal Financial Officer ("CFO"). In this section, we present the
            conclusions
            of our CEO and CFO based on and as of the date of the Evaluation, with
            respect
            to the effectiveness of our Disclosure Controls and Procedures.
  Based
            upon the Evaluation, our CEO and CFO determined that our disclosure controls
            and
            procedures are effective to ensure same that information required to
            be
            disclosed by the issuer in the reports that it files or submits under
            the
            Exchange Act is recorded, processed, summarized and reported, within
            time
            periods specified in the Commission’s rules and forms. Our CEO and CFO have
            concluded that our disclosure controls and procedures are effective to
            ensure
            that information required to be disclosed by an issuer in the reports
            it files
            or submits under the Exchange Act is accumulated and communicated to
            the
            issuer’s management including the CEO and CFO, to allow timely decisions
            regarding required disclosure.
  As
            a
            non-accelerated issuer, the Company is not required to provide management’s
            assessment and report on the Company’s internal control over financial
            reporting. However, in our Form 10-QSB for the period ended March 31,
            2005, we
            determined that there were material weaknesses in our internal controls
            in our
            operations in China, that needed to be addressed by management.
  The
            changes which we were in the process of implementing during the fourth
            quarter
            to our internal controls over financial reporting could materially affect
            or are
            reasonably likely to materially affect those controls. These changes
            were
            completed during the fourth quarter. Management does not believe such
            material
            weakness in our internal controls did, in fact, affect our disclosure
            controls
            and procedures.
  The
            Company has implemented document control procedures for its subsidiary
            QuickNet
            in its manual. These include:
  A.  Expenditure
            controls/approvals and documentation by Board Committee for the subsidiary
            in
            China, Beijing QuickNet; and
  B.  Subscription
            accounting and tracking for its subsidiary in China, Beijing
            QuickNet.
  The
            Company has completed the implementation of such changes to our internal
            controls and procedures based on the model framework created by the Committee
            of
            Sponsoring Organizations of the Treadway Commission (or “COSO”).
  There
            were changes in the Company’s document control procedures as stated above for
            its subsidiary Quick Net that were completed during the Company’s fourth fiscal
            quarter in 2005. However, no other changes in the Company’s internal controls
            over financial reporting identified in connection with the Evaluation
            occurred
            during the Company’s fourth fiscal quarter that has materially affected, or is
            reasonably likely to materially affect the Company’s internal controls over our
            financial reports.
  
 
  **PART
            II**
   **OTHER
            INFORMATION**
  **ITEM
            1. LEGAL PROCEEDINGS**
  In
            the
            ordinary course of business, the Company may be involved in legal proceedings
            from time to time. As of the date of this report, the only legal proceedings
            to
            report were that:
 
 On
            September 18, 2006, Southridge Partners, L.P. (“Plaintiff”) commenced a lawsuit
            against the Company in the Supreme Court of the State of New York, New
            York
            County (No. 603266) for an alleged default on repayment of its Senior
            Convertible Debentures due August 15, 2006 (the “Debentures”). The motion for
            summary judgment in lieu of complaint was granted based on the Company’s
            Debentures in the amount of $500,000 in favor of Plaintiff which was
            due on
            August 15, 2006, with interest at 12% per annum. The Plaintiff is taking
            steps
            to execute its default judgment.
 
 On
            November 25, 2006, Iroquois Management Fund LTD (“Plaintiff”) commenced a
            lawsuit against the Company in the Supreme Court of the State of New
            York, New
            York County (No. 6604397/06). The action is a motion for summary judgment
            in
            lieu of complaint based on the Company’s Debentures in the amount of $375,000 in
            favor of Plaintiff which was due on August 15, 2006, with interest at
            6% per
            annum from June 30, 2005 to August 15, 2006, and with interest at 12%
            per annum
            from August 15, 2006 to the date of entry of judgment, plus costs and
            disbursements.
 
 On
            February 7, 2005, the Company was sued by Sino-I Technology Limited for
            $88,270
            for an alleged breach of warranty and a claim under a guarantee. **** The
            Company has retained separate counsel to represent it in the action.
            Counsel for
            the Company submitted a Notice of Motion to the plaintiff’s lawyer on March 7,
            2005 and is seeking an extension of response date. The Company intends
            to
            vigorously defend the suit.
  On February 22, 2007, Microsoft Corporation commenced a lawsuit against
              the
              Company and others in the King County Superior Court of the State of
              Washington
              (No.06-2-18596-0 SEA). Microsoft alleges claims for trespass to chattels,
              conversion, and violations of the Washington Commercial Electronic
              Mail Act,
              Washington Consumer Protection Act, the Controlling the Assault of
              Non-Solicited
              Pornography and Marketing Act (“CAN-SPAM”), and the Lanham Act. The Company has
              retained counsel to evaluate and defend the suit.
  No
            director, officer or affiliate of China Mobility Solutions, Inc., and
            no owner
            of record or beneficial owner of more than 5% of the securities of the
            Company,
            or any associate of any such director, officer or security holder is
            a party
            adverse to the Company or has a material interest adverse to it in reference
            to
            pending litigation.
   **ITEM
            2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
            PROCEEDS**
  None
   **ITEM
            3. DEFAULTS UPON SENIOR SECURITIES**
  The
            Company disclosed in a Current Report on Form 8-K for August 31, 2006,
            that it
            had applied to the banking authorities (State Administration of Foreign
            Exchange
            (“SAFE”)) in China to convert its subsidiaries' funds into U.S. dollars and
            repay the Debentures. The Company's operating subsidiary in China has
            advised
            the Company that its application to SAFE to withdraw the funds from China
            had
            been denied. On October 25, 2006, the Company retained the law firm of
            Wyatt
& Wang in Beijing to assist it comply with the Beijing Rule of Liquidation
            of companies with foreign investment (the “Rule of Liquidation”). The Company
            has been advised by PRC Counsel that the Rule of Liquidation is the sole
            means
            of assuring repayment of the Debentures. The Company began the process
            to submit
            an application for such liquidation to the Bureau of Ministry of Commerce
            (“BOMOC”). On January 16, 2007, the Beijing Bureau of Commerce approved the
            Liquidation.
 
  **ITEM
            4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
            HOLDERS**
  None
  **ITEM
            5. OTHER INFORMATION**
  None
  **ITEM
            6. EXHIBITS**
  The
            following are filed as Exhibits to this Quarterly Report. The numbers
            refer to
            the Exhibit Table of Item 601 of Regulation S-K:
  Number  Description
  31.1
                  Certification
                      pursuant to Rule 13a-14(a) or Rule
                      15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
                      Act of
                      2002.
  31.2
                  Certification
                      pursuant to Rule 13a-14(a) or Rule
                      15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
                      Act of
                      2002.
  32.1
                  Certification
                      pursuant to 18 U.S.C. 1350, as adopted
                      pursuant to Section 906 of the Sarbanes-Oxley Act of
                      2002.
  32.2
                  Certification
                      pursuant to 18 U.S.C. 1350, as adopted
                      pursuant to Section 906 of the Sarbanes-Oxley Act of
                      2002.
  
 
 **Signatures**
  Pursuant
            to the requirements of the Securities Exchange Act of 1934, the registrant
            has
            duly caused this report to be signed on its behalf of the undersigned
            thereunto
            duly authorized.
  
 Dated:
            May 21, 2007
 
 **CHINA
                      MOBILITY SOLUTIONS, INC.**
                  
                  
                  **CHINA
                      MOBILITY SOLUTIONS, INC.**/s/ Angela
                      Du
                  
                  
                  /s/ Ernest
                      CheungAngela
                    Du
                  
                  
                  Ernest
                    CheungName:
                      Angela Du
                    Title:
                      Chief Executive Officer
                    More
                      Title: Principal Accounting Officer
                  
                  
                  Name:
                      Ernest Cheung
                    Title:
                      Principal Financial Officer
                    More
                      Title