**SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 
 **FORM
        10-QSB/A**
 
 **Amendment
        No. 1**
 
 **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**
 *Index*
  **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
        21, 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/A**
 **March
        31, 2007**
 
 
 
 **INDEX
                  TO FORM 10-QSB/A**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.
 
 **Forward
        Looking Statements**
  Statements
        contained in this Quarterly Report on Form 10-QSB/A 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 under Item 2 under
                  “Liquidation of Quicknet Subsidiary to Repay Debentures in
                  Default”,
 
 ·
              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.
  *Index*
   **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.**
  *Index*
 **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.**
  *Index*
  **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.**
  *Index*
  **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.**
  *Index*
 
 **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.
  *Index*
  **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.
  Index
  **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.
 *Index*
  **ITEM
              2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
              OPERATIONS**
  **Discontinued
        Quicknet Operations**
  The
        liquidation of Quicknet (the “Liquidation”) began in January 2007, at which time
        the Beijing Bureau of Commerce approved the Liquidation of the Company’s
        operating subsidiaries in China, and its operations are reflected as
        discontinued operations. Management does not believe that the operations
        of
        Quicknet will be transferred to a new entity controlled by the Company following
        the completion of the Liquidation. Quicknet was engaged in the development
        of
        software for mobile/wireless communication and for Short Message Services
        ("SMS").
 
 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. For the quarter
        ended
        March 31, 2007, 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
        continues to maintain that carrying value at March 31, 2007. Likewise, the
        Company has reflected operations of the PRC Subsidiaries for the quarter
        ended
        March 31, 2007 as discontinued 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.
  *Index*
  **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 below under the
                  “Liquidation of Quicknet Subsidiary to Repay Debentures in
                  Default,”
 
 ·
              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.
  
 **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. An aggregate of $1,700,000
        of Debentures were converted into Common Stock at $.05 per share during the
        three months ended March 31, 2007. At December 31, 2006, the Company had
        current
        assets of $322,111 **** and
        current liabilities of $3,875,049, consisting of $3,325,000 principal amount
        of
        Debentures which 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
        Debentures have been converted at $.05 per share. The Debenture holders who
        executed the Agreement released the Company from all claims.
 
 As
        a
        result of the Liquidation described below, 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.
        The
        Company has limited 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 March 31, 2007, 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 $0.38 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 $0.45 each within three years
        from the Effective Date but no later than February 15, 2009.
 
 The
        Windor Education business had total revenues of $21,009 for the period ending
        March 31, 2007 and has 6 employees, consisting of three full and part time
        teachers and three administrative personnel. The key to Windsor’s success is the
        ability to attract students. The number of employees will change as the students
        change. There is no collective bargaining unit at the academy. Windsor Education
        Academy Inc. is governed by the Laws of the Province of British Columbia,
        Canada. The Company is fully licensed to conduct its business in the Province.
        The Company is unable to assess or predict at this time what effect the
        regulations or legislation could have on its activities in the future.
 
 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.
 
 On
        August
        8, 2006, the Company and President of a subsidiary of the Company consummated
        the acquisition of a 49% interest in Topbiz, pursuant to a share purchase
        agreement (the “Topbiz Agreement”). As of September 30, 2006, $950,000 had been
        paid by the Company. According to the Topbiz Agreement, the Company should
        make
        a payment of US$1,350,000 three months after closing date which was scheduled
        to
        be before the 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 March 31, 2007,
        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.
 
 Index
  **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 to 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 quarter ended March 31, 2007 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.
 
 **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,
        2006.
  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 for the quarter ended 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 continuing operations for the period
        ended
        March 31, 2007, unchanged from the same period in 2006.
 
 Cash
        Capital. The cash capital at the end of the period was $181,942 and the Company
        had a decrease in cash of $106,207 for this quarter, mainly for general and
        administrative expenses. The cash capital at December 31, 2006 was $288,149
        with
        a decrease in cash on hand of $397,040 **.** The
        Company has received no cash from investing activities in this quarter.
 
 *Index*
  **Future
        Trends:**
  On
        the
        Education Services side, we have operated for the past three years and
        competition is very fierce in the market. The Canadian government has tightened
        its budget on English training for new immigrants, which lead to the termination
        of government funding for Windsor, and this change had negative effects on
        the
        revenue of Windsor Education Academy. The Government-supported ELSA courses
        held at Windsor Education Academy ended by March 31, 2005.
 
 **Off-Balance
        Sheet Arrangements**
  None.
  **Recent
        Accounting Pronouncements:**
  Principles
        of Consolidation. The accompanying consolidated financial statements include
        the
        accounts of the Company and its wholly owned and majority-owned subsidiaries
        as
        outlined in Note 1 to the Company’s Consolidated Financial Statements. All
        significant inter-company transactions and balances have been eliminated
        on
        consolidation.
  On
        October 2002, the FASB issued SFAS No. 147 - "Acquisitions of Certain Financial
        Institutions, an amendment of FASB Statements No. 72 and 144 and FASB
        Interpretation No. 9", which applies to the acquisition of all or part of
        a financial institution, except for a transaction between two or more
        mutual enterprises. SFAS No. 147 removes the requirement in SFAS No. 72 and
        Interpretation 9 thereto, to recognize and amortize any excess of the fair
        value
        of liabilities assumed over the fair value of tangible and identifiable
        intangible assets acquired as an unidentifiable intangible asset. This statement
        requires that those transactions be accounted for in accordance with SFAS
        No.
        141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
        Assets." In addition, this statement amends SFAS No. 144, "Accounting for
        the
        Impairment or Disposal of Long-Lived Assets," to include certain financial
        institution-related intangible assets. This statement is effective for
        acquisitions for which the date of acquisition is on or after October 1,
        2002,
        and is not applicable to the Company.
  In
        December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
        Compensation - Transition and Disclosure, amending FASB No. 123, and "Accounting
        for Stock-Based Compensation". This statement amends Statement No. 123 to
        provide alternative methods of transition for an entity that voluntarily
        changes
        to the fair value-based method of accounting for stock-based employee
        compensation. SFAS No. 148 amends APB Opinion No. 28 "Interim Financial
        Reporting" to require disclosure about those effects in interim financial
        information. The Company will adopt the disclosure provisions and the amendment
        to APB No. 28 to be effective for interim periods beginning after December
        15,
        2002.
  In
        November 2002, the Emerging Issues Task Force ("EITF") reached a consensus
        on
        Issue No. 00-21 "Revenue Arrangements with Multiple Deliverables". EITF No.
        00-21 provides guidance on how to account for arrangements that involve the
        delivery or performance of multiple products, services and rights to use
        assets.
        The provisions of EITF No. 00-21 will apply to revenue arrangements entered
        into
        in the fiscal periods beginning after June 15, 2003. The Company is currently
        evaluating the impact EITF No. 00-21 will have on its financial position
        and
        results of operations.
  In
        January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation
        of
        Variable Interest Entities, an Interpretation of ARB No. 51". FIN46 requires
        certain variable interest entities to be consolidated by the primary
        beneficiary of the entity if the equity investors in the entity do not have
        the characteristics of a controlling financial interest or do not have
        sufficient equity at risk for the entity to finance its activities without
        additional subordinated financial support from other parties. FIN46 is effective
        for all new interest entities created or acquired after January 31, 2003.
        For
        variable interest entities created or acquired prior to February 1, 2003,
        the
        provisions of FIN46 must be applied for the first interim or annual period
        beginning after June 15, 2003. Adequate disclosure has been made for all
        off
        balance sheet arrangements that it is reasonably possible to consolidate
        under FIN46.
  The
        American Institute of Certified Public Accountants has issued an exposure
        draft
        SOP "Accounting for Certain Costs and Activities Related to Property, Plant
        and
        Equipment ("PP&E")". This proposed SOP applies to all non-government
        entities that acquire, construct or replace tangible property, plant and
        equipment including lessors and lessees. A significant element of the SOP
        requires that entities use component accounting retroactively for all PP&E
        assets to the extent future component replacement will be capitalized. At
        adoption, entities would have the option to apply component accounting
        retroactively for all PP&E assets, to the extent applicable, or to apply
        component accounting as an entity incurs capitalizable costs that replace
        all or
        a portion of PP&E. The Company cannot evaluate the ultimate impact of this
        exposure draft until it becomes final.
 
 *Index*
  **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/A, 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.
  There
        have been no changes in the Company's internal controls over financial reporting
        identified in connection with the Evaluation that occurred during the Company's
        last 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. During the period covered by this report, the legal
              proceedings that commenced or had material developments are as
              follows:
 
 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. During the quarter
              ended March
              31, 2007, the Plaintiff took steps to execute its default judgment.
  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.
  Index
  **ITEM
        2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS**
  The
        Company entered into the Conversion/Settlement Agreements dated February
        2, 2007
        and February 12, 2007, respectively. 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 of a Conversion/Settlement Agreement
        dated February 2, 2007. This transaction was completed in February 2007 and
        approximately 58 % of the Debentures have been converted at $.05 per share
        or an
        aggregate of 33,500,000 shares of Common Stock were issued upon conversion
        during the quarter plus an additional 6,022,500 shares in satisfaction of
        unpaid
        accrued interest and late registration fees. The Debentureholders who executed
        the Agreement released the Company from all claims.
 
 The
        Conversion/Settlement Agreements provided for an increase in the number of
        shares of Common Stock issuable upon conversion of the Debentures and exercise
        of the Warrants as a result of the reduction in the initial conversion price.
        Thus, there are now more shares issuable than were contemplated during the
        original offer. The Company believed that the offer (there was no issuance)
        of
        such additional shares was exempt from registration under the Securities
        Act and
        under applicable state securities laws pursuant to  Section
        4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.
        The offer was made some 18 months after the original sale to the same investors.
        The Company did not offer securities to any new investors, nor was it receiving
        proceeds from the issuance of additional shares. The offer was not made
        voluntarily, but solely in response to threatened litigation.
 
 The Company has not received any proceeds as a result of the registration
        statement that went effective on August 7, 2006, registering a portion of
        the
        additional shares issuable upon conversion of Debentures and exercise of
        the
        Class A and Class B Warrants, under the Settlement Agreement and the
        Conversion/Settlement Agreement, as the case may be, as well as placement
        agent
        warrants and warrants received as compensation for services
        provided.
  Since the Company entered into the May 2006 Settlement Agreement and the
        February 2007 Conversion/Settlement Agreement, it has not been threatened
        by any
        of its investors or shareholders with respect to rescission rights. Furthermore,
        notwithstanding the fact that shares of common stock have been removed from
        the
        initial Registration Statement which was declared effective by the SEC on
        August
        7, 2006, the SEC is not foreclosed from taking any enforcement action with
        respect to the filing and the Company may not assert the declaration of
        effectiveness as a defense in any proceeding initiated by the SEC.
 
 No
        dividends on outstanding common stock have ever been paid. The Company does
        presently have any plans regarding payment of dividends in the foreseeable
        future.
   **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES**
  The
        Company disclosed in a Current Report on Form 8-K for August 31, 2006, that
        it
        had not repaid $3,350,000 of Senior Convertible Debentures due August 15,
        2006
        (the “Debentures”). The Company stated that it had sufficient cash on hand to
        repay the Debentures and any accrued interest. The Company also 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.
 
 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 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. This debenture
        holder, Southridge Partners, LP, took steps to execute on its judgment in
        excess
        of $545,440 plus interest during this quarter. The second debenture holder,
        Iroquois Management Fund LTD., commenced a lawsuit on November 25, 2006 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.
 Index
  **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-B:
 
 (a)
              Filed
                  a Form 8-K on February 23, 2007 to announce the appointment of
                  John Gaetz
                  as Director of the Company.
 
  Number  Description
  10.1
              The
                  Conversion/Settlement Agreements, dated February 2, 2007, between
                  Debenture Holders and the Company. (1)10.2
              2007
                  Equity Incentive Plan of China Mobility Solutions, Inc.
                  (2)10.3
              The
                  Conversion/Settlement Agreement, dated February 12, 2007, between
                  Alpha
                  Capital AG****and
                  the Company. (3)*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.
  *
        Filed
        Herewith
  (1)  Incorporated
        by reference from Exhibit 10.11 of Form SB-2, filed with the Commission on
        February 13, 2007.
 (2)  Incorporated by reference from Exhibit 10.1 of Form S-8, filed with the
        Commission on March 5, 2007.
 (3)  Incorporated
        by reference from Exhibit 10.11 of Form 10-KSB, filed with the Commission
        on May
        17, 2007.




Index 
 
 **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 22, 2007
 
 **CHINA
                  MOBILITY SOLUTIONS, INC.**
              
              
              **CHINA
                  MOBILITY SOLUTIONS, INC.**/s/ Angela
                  Du
              
              
              /s/ Ernest
                  CheungName:
                Angela Du
              
              
              Name:
                  Ernest CheungTitle:
                  Chief Executive Officer
                More
                  Title: Principal Accounting Officer
              
              
              Title:
                  Principal Financial Officer
                More
                  Title