| UNITED      STATESSECURITIES      AND EXCHANGE COMMISSIONWASHINGTON,      D.C. 20549 FORM      10-Q ( X      ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES      EXCHANGEACTOF1934For the quarterly      period ended March 31,      2008 OR (    ) TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES      EXCHANGE ACT OF 1934 For      the transition period from ______________  to      _____________  Commission      File Number : 0 - 26559 GLOBAL      PEOPLELINE TELECOM, INC.(Exact      name of registrant as specified in its charter )  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                                                      Florida |   |   |   |   |                                                    330-751560 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | ------------------------------------------------ |   | ----------------------------------------------- |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | (      State or other jurisdiction of  incorporation or organization      ) |   |   |              ( I. R. S. Empl. Ident. No. ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
| 407      - 1270 Robson Street, Vancouver, B.C. V6E 3Z6 Canada (Address      of principal executive offices ) ( Zip Code )  1      - 604 - 632 - 9638(Registrant's      telephone number, including area code )                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Indicate      by check whether the rgistrant (1) has filed all reports required to be      filed by Section 13 or 15 (d) of |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the      Securities Exchange Act of 1934 during the past 12 months (or for such      shorter period that the registrant |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | was      required to file such reports ) and (2) has been subject to such filing      requirements for the past 90 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | days.  YES      (   )    NO ( X ) |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Indicate      by check mark whether the registrant is a large accelerated filer, an      accelerated filer, or a non- |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | accelerated      filer, or a small reporting company. See definitions of "large accelerated      filer," "accelerated filer," |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | and      "small reporting company" in Rule 12B-2 of the Exchange      Act.   (Check one) : |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | Large      accelerated filer (    ) |   | Accelerated      filer  ( X  ) |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | Non-accelerated      filer (    ) |   |   | Smaller      reporting    company   (    ) |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Indicate      by check mark whether the registrant is a shell company (as defined in      Rule 13b-2 of |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the      Securities Exchange Act      )     Yes   ( X      )         No  (    ) |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | As      of November 30, 2008, 3,145,343 shares of the registrant's common stock      wereoutstanding. |

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|                                | GLOBAL      PEOPLELINE TELECOM, INC.                                                           |                                                                   |
|-------------------------------------|------------------------------------------------------------------------------------------------|------------------------------------------------------------------------|
|                                | (      FORMERLY : CHINA MOBILITY SOLUTIONS, INC. )                                             |                                                                   |
|                                | FORM      10-Q                                                                                 |                                                                   |
|                                |                                                                                           |                                                                   |
|                                | TABLE      OF CONTENTS                                                                         |                                                                   |
|                                |                                                                                           |                                                                   |
| PART      1 - FINANCIAL INFORMATION |                                                                                           |
|                                |                                                                                           |                                                                   |
| Item      1.                        | Unaudited      Financial Statements                                                            |                                                                   |
|                                |                                                                                           |                                                                   |
|                                | Balance      Sheets as at March 31, 2008 and December 31, 2007                                 | 1                                                                      |
|                                |                                                                                           |                                                                   |
|                                | Statements      of Operations for 3 months ended March 31, 2008 and 2007                       | 2                                                                      |
|                                |                                                                                           |                                                                   |
|                                | Statements      of Cash Flows for 3 months ended March 31, 2008 and 2007                       | 3                                                                      |
|                                |                                                                                           |                                                                   |
|                                | Notes      to the Financial Statements                                                         |           4      - 8 |
|                                |                                                                                           |                                                                   |
| Item      2.                        | Management's      Discussion and Analysis of Financial Condition and Results of      Operation | 8 -      11                                                            |
|                                |                                                                                           |                                                                   |
| Item      3.                        | Quantitative      and Qualitative Disclosures About Market Risk                                | 11                                                                     |
|                                |                                                                                           |                                                                   |
| Item      4.                        | Controls      and Procedures                                                                   | 11                                                                     |
|                                |                                                                                           |                                                                   |
| PART      2 - OTHER INFORMATION     |                                                                                           |
|                                |                                                                                           |                                                                   |
| Item      1.                        | Legal      Proceedings                                                                         | 11      - 12                                                           |
|                                |                                                                                           |                                                                   |
| Item      1A.                       | Risk      Factors                                                                              | 12                                                                     |
|                                |                                                                                           |                                                                   |
| Item      2.                        | Unregistered      Sales of Equity Securities and Use of Proceeds                               | 12                                                                     |
|                                |                                                                                           |                                                                   |
| Item      3.                        | Defaults      Upon Senior Securites                                                            | 13                                                                     |
|                                |                                                                                           |                                                                   |
| Item      4.                        | Submission      of Matters to a Vote of Security Holders                                       | 13                                                                     |
|                                |                                                                                           |                                                                   |
| Item      5.                        | Other      Information                                                                         | 13                                                                     |
|                                |                                                                                           |                                                                   |
| Item      6.                        | Exhibits,      Signatures and Certification                                                    | 14                                                                     |
|                                |                                                                                           |                                                                   |
| CERTIFICATION                       | 15      - 18                                                                                   |

----

| GLOBAL      PEOPLELINE TELECOM, INC. AND SUBSIDIARIES                                                    |
|----------------------------------------------------------------------------------------------------------|
| (FORMERLY      : CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES)                                        |
| CONSOLIDATED      BALANCE SHEETS                                                                         |
| As      At 31 March, 2008 and December 31, 2007                                                          |
|                                                                                                     |   |   |   |   |
| (Stated      in U.S. dollars)                                                                            |   |   |   |   |
| (unaudited)                                                                                              |   |   |   |   |
|                                                                                                     |   | 2008 |   | 2007 |
|                                                                                                     |   |   |   |   |
| ASSETS                                                                                                   |   |   |   |   |
|                                                                                                     |   |   |   |   |
| Current      Assets                                                                                      |   |   |   |   |
|   Cash      and cash equivalents                                                               | $ |                2,778 |  $ |                2,840 |
|   Amount      due from related parties                                                         |   |              24,324 |   |              25,300 |
|   Net      assets of subsidiaries in liquidation                                               |   |                       1 |   |                       1 |
|                                                                                                     |   |   |   |   |
| Total      Current Assets                                                                                |   |              27,103 |   |              28,141 |
|                                                                                                     |   |   |   |   |
| Property      and Equipment, net of accumulated depreciation                                             |   |                8,652 |   |                9,632 |
| of $60,992 and $62,421,      respectively  (Note 3)                                            |   |   |   |   |
|                                                                                                     |   |   |   |   |
| Other      Assets                                                                                        |   |   |   |   |
|   Investment                                                                                   |   |                       1 |   |                       1 |
|   Goodwill                                                                                     |   |            127,124 |   |            127,124 |
|   Other      assets                                                                            |   |                   844 |   |                   886 |
|                                                                                                     |   |   |   |   |
| Total      Assets                                                                                        | $ |            163,724 |  $ |            165,784 |
|                                                                                                     |   |   |   |   |
| LIABILITIES      AND STOCKHOLDERS' EQUITY                                                                |   |   |   |   |
|                                                                                                     |   |   |   |   |
| Current      Liabilities                                                                                 |   |   |   |   |
|   Accounts      payable and other accrued liabilities                                          | $ |            532,916 |  $ |            474,561 |
|   Amount      due to related parties                                                           |   |            293,351 |   |            292,668 |
|   Convertible      debentures                                                                  |   |         1,650,000 |   |         1,650,000 |
|                                                                                                     |   |   |   |   |
| Total      Current Liabilities                                                                           |   |         2,476,267 |   |         2,417,229 |
|                                                                                                     |   |   |   |   |
| Commitments      and Contingencies                                                                       |   |                       - |   |                       - |
|                                                                                                     |   |   |   |   |
| Stockholders'      Equity (Deficiency)                                                                   |   |   |   |   |
|   Common      Stock : $0.001 par value                                                         |   |   |   |   |
|     authorized      : 500,000,000 common shares                                      |   |   |   |   |
|     issued      and outstanding : 314,534,292 shares (2007: 314,534,292      shares) |   |            314,534 |   |            314,534 |
|   Additional      paid in capital                                                              |   |       20,555,929 |   |       20,555,929 |
|   Accumulated      deficit                                                                     |   |     (23,183,006) |   |     (23,121,908) |
|                                                                                                     |   |   |   |   |
| Total      stockholders' equity (deficiency)                                                             |   |       (2,312,543) |   |       (2,251,445) |
|                                                                                                     |   |   |   |   |
| Total      Liabilities and Stockholders' Equity (Deficiency)                                             | $ |            163,724 |  $ |            165,784 |
|                                                                                                     |   |   |   |   |
|                                                                                                     |   |   |   |   |
| (The      accompanying notes are an integral part of these consolidated financial      statements)       |   |   |   |   |

----

| GLOBAL      PEOPLELINE TELECOM, INC. AND SUBSIDIARIES                                                    |
|----------------------------------------------------------------------------------------------------------|
| (FORMERLY      : CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES)                                        |
| CONSOLIDATED      STATEMENTS OF OPERATIONS                                                               |
| For      the three months ended March 31, 2008 and 2007                                                  |
|                                                                                                     |   |   |   |   |
| (Stated      in U.S. dollars)                                                                            |   |   |   |   |
| (unaudited)                                                                                              |   |             Three      months ended |   |   |
|                                                                                                     |   | March      31, |   | March      31, |
|                                                                                                     |   | 2008 |   | 2007 |
| Revenue                                                                                                  |   |   |   |   |
|    Tuition      fee                                                                       | $  |                                                  - |        $  |            21,009 |
|                                                                                                     |   |                                                  - |   |            21,009 |
|  Cost      of revenue                                                                               |   |   |   |   |
|    Tuition      fee                                                                       |   |                                                  - |   |                 631 |
|                                                                                                     |   |                                                  - |   |                 631 |
|                                                                                                     |   |   |   |   |
|  Gross      profit                                                                                  |   |                                                    - |     - |            20,378 |
|                                                                                                     |   |   |   |   |
|  Expenses                                                                                           |   |   |   |   |
|    Advertising      and promotion                                                         |   |                                                  - |   |                 486 |
|    Consulting      and professional                                                       |   |                                                  - |   |            35,349 |
|    Depreciation                                                                           |   |                                                617 |   |                 744 |
|    Foreign      exchange loss (gain)                                                      |   |                                             1,962 |   |              9,007 |
|    General      and administrative                                                        |   |                                                  47 |   |            33,631 |
|    Interest      expense and penalty                                                      |   |                                           58,472 |   |            64,560 |
|    Rent                                                                                   |   |                                                  - |   |              8,656 |
|    Salaries,      wages and sub-contract                                                  |   |                                                  - |   |            36,533 |
|                                                                                                     |   |                                           61,098 |   |          188,966 |
|                                                                                                     |   |   |   |   |
|  Operating      Income (Loss)                                                                       |   |                                         (61,098) |   |         (168,588) |
|                                                                                                     |   |   |   |   |
|  Other      Income (Expenses)                                                                       |   |   |   |   |
|     Other      income                                                                |   |                                                  - |   |              1,703 |
|  Other      income (expense)- net                                                                   |   |                                                  - |   |              1,703 |
|                                                                                                     |   |   |   |   |
|  Net      Loss                                                                                      |   |                                         (61,098) |   |         (166,885) |
|                                                                                                     |   |   |   |   |
|  Income      (loss) from continuing operations                                                      |   |                                         (61,098) |   |         (166,885) |
|                                                                                                     |   |   |   |   |
|  Earnings      (loss) per share attributable to common                                              |   |   |   |   |
|  stockholders:                                                                                      |   | (0.00) |   | (0.01) |
|                                                                                                     |   |   |   |   |
|  Weighted      average number of common shares used to compute net income (loss) per      share     |   |   |   |   |
|    Basic      and diluted                                                                 |   |                                    50,363,325 |   |     20,011,792 |
|                                                                                                     |   |   |   |   |
|  (The      accompanying notes are an integral part of these consolidated financial      statements) |   |   |   |   |

----

| GLOBAL      PEOPLELINE TELECOM, INC. AND SUBSIDIARIES                                              |
|----------------------------------------------------------------------------------------------------|
| (      FORMERLY : CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES    )                             |
| CONSOLIDATED      STATEMENT OF STOCKHOLDERS' EQUITY                                                |
| for      the period ended March 31, 2008                                                           |
|                                                                                               |   |   |   |   |   |   |
|                                                                                               |   |   |   |   |   |   |
|                                                                                               |   |   |   |   |   |   |
|                                                                                               |   | Stock | Additional |   |   |   |
|                                                                                               | Common | Amount      At | Paid      In | Accumulated |   |   |
| Stated      in U.S. dollars                                                                        | Shares | Par      Value | Capital | Deficit | Total |   |
|                                                                                               |   |   |   |   |   |   |
| Balance,      December 31, 2005                                                                    |      20,011,792 |  $     20,012 |  $  18,442,826 |  $  (14,005,770) |  $   4,457,068 |   |
|                                                                                               |   |   |   |   |   |   |
| Fair      value of 200,000 warrants issued for services                                            |   |   |   |   |   |   |
|   rendered                                                                               |   |   |            50,000 |   |  $        50,000 |   |
|                                                                                               |   |   |   |   |   |   |
| Net      loss for the year ended                                                                   |   |   |   |   |   |   |
|   December      31, 2006                                                                 |   |   |   |        (7,870,967) |  $  (7,870,967) |   |
|                                                                                               |   |   |   |   |   |   |
| Balance,      December 31, 2006                                                                    |      20,011,792 |  $     20,012 |  $  18,492,826 |  $  (21,876,737) |  $  (3,363,899) |   |
|                                                                                               |   |   |   |   |   |   |
| Conversion      of convertible debentures to                                                       |   |   |   |   |   |   |
|   common      shares @$0.05 per share                                                    |      33,500,000 |         33,500 |        1,641,500 |   |  $   1,675,000 |   |
|                                                                                               |   |   |   |   |   |   |
| Conversion      of penalty & liquidated damage in relation                                     |   |   |   |   |   |   |
|   to      convertible debentures to shares @$0.05 per share                              |        6,022,500 |          6,023 |          295,102 |   |  $      301,125 |   |
|                                                                                               |   |   |   |   |   |   |
| Shares      issued for directors' services                                                         |    253,000,000 |  $   253,000 |  $       126,500 |   |  $      379,500 |   |
|                                                                                               |   |   |   |   |   |   |
| Shares      issued for sevices                                                                     |        2,000,000 |  $       2,000 |   |   |  $         2,000 |   |
|                                                                                               |   |   |   |   |   |   |
| Net      loss for the year ended                                                                   |   |   |   |   |   |   |
| December      31, 2007                                                                             |   |   |   |  $    (1,245,171) |  $  (1,245,171) |   |
|                                                                                               |   |   |   |   |   |   |
| Balance,      December 31, 2007                                                                    |    314,534,292 |       314,535 |      20,555,928 |      (23,121,908) |      (2,251,445) |   |
|                                                                                               |   |   |   |   |   |   |
| Net      loss for the period                                                                       |   |   |   |            (61,098) |  $       (61,098) |   |
|                                                                                               |   |   |   |   |   |   |
| Balance,      March 31, 2008                                                                       |    314,534,292 |       314,535 |      20,555,928 |      (23,183,006) |      (2,312,543) |   |
|                                                                                               |   |   |   |   |   |   |
|                                                                                               |   |   |   |   |   |   |
|                                                                                               |   |   |   |   |   |   |
| (The      accompanying notes are an integral part of these consolidated financial      statements) |   |   |   |   |   |   |

----

| GLOBAL      PEOPLELINE TELECOM, INC. AND SUBSIDIARIES                                                          |   |                                                                                                    |   |                                                                                                                |
|----------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------|
| (FORMERLY      : CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES)                                              |   |                                                                                                    |   |                                                                                                                |
| CONSOLIDATED      STATEMENTS OF CASH FLOWS                                                                     |   |                                                                                                    |   |                                                                                                                |
| For      the three months ended March 31, 2008 and 2007                                                        |   |                                                                                                    |   |                                                                                                                |
| (Stated      in U.S. dollars)                                                                                  |   |                                                                                                    |   |                                                                                                                |
| (unaudited)                                                                                                    |   |                                                                                                    |   |                                                                                                                |
|                                                                                                           |   |                                                                                                    |   |                                                                                                                |
|                                                                                                           |   | 2008                                                                                                    |   | 2007                                                                                                                |
|                                                                                                           |   |                                                                                                    |   |                                                                                                                |
| Cash      flows from operating activities                                                                      |   |                                                                                                    |   |                                                                                                                |
|   Net      loss                                                                                      |   |  $  (61,098)                                                                             |   |  $   (166,885)                                                                                  |
|   Adjustments      to reconcile net loss to net cash                                                 |   |                                                                                                    |   |                                                                                                                |
|     Provided      by (Used in) operating activities                                        |   |                                                                                                    |   |                                                                                                                |
|     Depreciation      and amortization                                                     |   |             617                             |   |               744                             |
|     Translation      adjustments                                                           |   |             405                             |   |            9,237                                             |
|     Changes      in assets and liabilities                                                 |   |                                                                                                    |   |                                                                                                                |
|        (Increase)Decrease      in accounts receivable                       |   |             976                             |   |                 12                  |
|        (Increase)Decrease      in prepaid expenses and other current assets |   |                  - |   |            2,332                                             |
|        Increase      (Decrease) in amount due from (to) related parties     |   |             683                             |   |         (13,576)                                                            |
|        Increase      (Decrease) in accounts payable                         |   |        58,355                                                        |   |          61,440                                                        |
|        Increase      (Decrease) in deferred revenue                         |   |                  - |   |               489                             |
|   Net      cash provided by (used in) operating activities                                           |   |             (62)                            |   |       (106,207)                                                                       |
|                                                                                                           |   |                                                                                                    |   |                                                                                                                |
| Cash      flows from investing activities                                                                      |   |                  - |   |                    - |
|                                                                                                           |   |                                                                                                    |   |                                                                                                                |
| Cash      flows from financing activities                                                                      |   |                  - |   |                    - |
|                                                                                                           |   |                                                                                                    |   |                                                                                                                |
| Increase      (decrease) in cash and cash equivalents                                                          |   |             (62)                            |   |       (106,207)                                                                       |
|                                                                                                           |   |                                                                                                    |   |                                                                                                                |
| Cash      and cash equivalents - beginning of period                                                           |   |          2,840                                             |   |        288,149                                                                   |
|                                                                                                           |   |                                                                                                    |   |                                                                                                                |
| Cash      and cash equivalents - end of period                                                                 |   |  $      2,778                                                        |   |  $    181,942                                                                              |

----

|   | GLOBAL      PEOPLELINE TELECOM, INC. AND SUBSIDIARIES                                                                 |   |   |   |   |
|--------|-----------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|
|   | (FORMERLY      : CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES)                                                     |   |   |   |   |
|   | NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS                                                                       |   |   |   |   |
|   | March      31, 2008                                                                                                   |   |   |   |   |
|   | (Stated      in U.S. dollars)                                                                                         |   |   |   |   |
|   | (unaudited)                                                                                                           |   |   |   |   |
|   |                                                                                                                  |   |   |   |   |
|   |                                                                                                                  |   |   |   |   |
| 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, 2007         |   |   |   |   |
|   | included      in its Annual Report on Form 10-K.                                                                      |   |   |   |   |
|   |                                                                                                                  |   |   |   |   |
|   | In      August 2008, the Company changed its name to Global Peopleline Telecom,      Inc.                             |   |   |   |   |
|   |                                                                                                                  |   |   |   |   |
|   | The      unaudited condensed consolidated financial statements include Global      Peopleline Telecom, 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 stockholder's equity.                                                             |   |   |   |   |
|   |                                                                                                                  |   |   |   |   |
| 2      | DISCONTINUED      OPERATTIONS                                                                                         |   |   |   |   |
|   |                                                                                                                  |   |   |   |   |
|   | On      August 15, 2006, a total of $3,350,000 of convertible debentures become      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 than $1 from the liquidations, it will recognize a      gain in such future periods    |   |   |   |   |
|   | that      the proceeds are realized.                                                                                  |   |   |   |   |
|   |                                                                                                                  |   |   |   |   |

----

| 3      | PROPERTY      AND EQUIPMENT                    |   |                                                                                                              |                                                                                                        |
|--------|------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------|
|   |                                           |   |                                                                                                              |                                                                                                        |
|   | Property      and equipment, net consists of : |   |                                                                                                              |                                                                                                        |
|   |                                           |   | March      31                                                                                                     | December      31                                                                                            |
|   |                                           |   | 2008                                                                                                              | 2007                                                                                                        |
|   | Equipment                                      | $      |                  40,579      |                41,913            |
|   | Library                                        |   |                  14,530      |                15,114            |
|   | Furniture                                      |   |                  14,535      |                15,026            |
|   | Total                                          |   |                  69,644      |                72,053            |
|   | Less      : Accumulated depreciation           |   |                 (60,992)          |               (62,421)                |
|   | Net      book value                            |   |                   8,652 |                  9,632 |

|   | The      depreciation expenses charged to operations for the three months ended      March 31, 2008                 |
|--------|---------------------------------------------------------------------------------------------------------------------|
|   | were      $617.                                                                                                     |   |   |   |
|   |                                                                                                                |   |   |   |
| 4      | 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 Seris "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, 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).                                                                 |   |   |   |

----

| 4      | CONVERTIBLE      DEBENTURES (continued)                                                                           |
|--------|-------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                              |
|   | 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 $0.35 per share to $0.30 per share, the new Series "A"      Warrant exercise      |
|   | price      was reduced from $0.44 to $0.38 per share and the new Series "B" Warrant      exercise price was       |
|   | reduced      from $0.52 to $0.45 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 Debenture 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'    |
|   | fund      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      judgement 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 judgement 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 $0.05      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 $0.05 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 $0.30 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 Agreements; (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 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 issuance of common stock at the reduced Conversion Price of      $0.05 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 $0.05 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, 2008, accounts payable and accrued liabilities include interest      payable of $403,639 and         |
|   | unpaid      late registration penalty fees payable of  $129,277.                                                       |

----

| 5      | 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, 2008 and      2007.                          |   |   |   |

|                                                                                                            |   | 2008                                                                                              | 2007                                                                                                                      |
|-----------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------|
|                                                                                                            |   |                                                                                              |                                                                                                                      |
| Net      loss for the period                                                                                    |   |         (61,098)                                          |           (166,885)                                                     |
|                                                                                                            |   |                                                                                              |                                                                                                                      |
| Weighted-average      number of shares outstanding                                                              |   |  314,534,292                                                                                 |        20,011,792                                                                      |
|                                                                                                            |   |                                                                                              |                                                                                                                      |
| Effective      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 assumed conversions                                                   |   |    50,363,325                                                                      |        20,011,792                                                                      |
|                                                                                                            |   |                                                                                              |                                                                                                                      |
| Basic      income (loss) per share attributable to commonshareholders                                           | $      | (0.00)                                                                                            | (0.01)                                                                                                                    |
|                                                                                                            |   |                                                                                              |                                                                                                                      |
| Diluted      income (loss) per share attributable to commonshareholders                                         | $      | (0.00)                                                                                            | (0.01)                                                                                                                    |
|                                                                                                            |   |                                                                                              |                                                                                                                      |
| The      effect of outstanding options and warrants was not included as the effect      would be anti-dilutive. |

| 6      | SHARE      PURCHASE WARRANTS                                                                                      |   |   |   |
|--------|-------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
|   |                                                                                                              |   |   |   |
|   | During      the three months ended March 31, 2008, no share purchase warrants were      issued, exercised or      |
|   | cancelled.                                                                                                        |   |   |   |
|   |                                                                                                              |   |   |   |
|   | As      of June 30, 2007, 122 new Series "A" warrants were outstanding which      entitle the holders to purchase |
|   | 83,333      common shares of the Company at $0.38 unitl 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.                                                                                                 |   |   |   |

----

| 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 June 30, 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, 2008. Likewise, the Company has reflected      operations ot the PRC        |
| subsidiaries      for the quarter ended March 31, 2008 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 judgements      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 reaseonable under the      circumstances, the results      |
| of      which form the basis for making judgements about the carrying values of      assets and liabilities       |
| that      are 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.       |

----

| Critical      Accounting Policies (continued)                                                                                         |
|---------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                  |
| 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      taxabel 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 assess the fair value of the      assets based on the future                     |
| cash      flows the assets are expected to generate. An impairment loss is      recognized when estimate                              |
| undiscounted      future cash flows expected to result from the use of the asset plus net      proceeds expected                      |
| from      disposition of the asset (if any) are less than the carrying value of the      asset. When an impairment                    |
| is      identified, the carrying amount of the asset is reduced to its estimated      fair value. Deterioration of our                |
| business      in a geographic region could lead to impairment adjustments when      identified. The accounting                        |
| effect      of an impairment loss would be a charge to income, thereby reducing our      net profit.                                  |
|                                                                                                                                  |
| Forward-looking      Statements                                                                                                       |
|                                                                                                                                  |
| Statements      contained in this report include "forward-looking statements" within the      meaning of such                         |
| term      in Section 27A of the Securities Act of 1933, as amended (the "Securities      Act") and Section 21E                        |
| of      the Exchange Act. Forward-looking statements involve known and unknown      risks, uncertainties and                          |
| other      factors which could cause actual financial or operating results,      performances or achievements                         |
| expressed      or implied by the forward-looking statements not to occur or be realized.      Forward-looking                         |
| statements      generally are based on our best estimates of future results, performances      or achievements,                       |
| based      upon current conditions and the most recent results of the companies      involved and their                               |
| respective      industries. Forward-looking statements may be identified by the use of      forward-looking                           |
| terminology      such as "may," "will," "could," "project," "expect," "believe,"      "estimate," "anticipate,"                       |
| "intend,"      "continue," "potential," "opportunity" or similar terms, variations of      those terms or the negative                |
| of      those terms or other variations of those terms or comparable words or      expressions.                                       |
|                                                                                                                                  |
| Potential      risks and uncertainties include, among other things, such factors as      :                                            |
|                                                                                                                                  |
| *  the      Liquidation of our PRC Subsidiaries as set forth below under the      "Liquidation of Quicknet                  |
|    Subsidiaries      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 enviroment 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. |

----

| Forward-looking      Statements (continued)                                                                              |
|--------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                     |
| 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.                                                              |
|                                                                                                                     |
| ITEM      3.  QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET      RISK                                    |
|                                                                                                                     |
| The      Company does not hold any derivaties 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.                                                                                                   |
|                                                                                                                     |
| ITEM      4.  CONTROLS AND PROCEDURES                                                                          |
|                                                                                                                     |
| The      Company maintains disclosure controls and procedures that are designed to      ensure that information          |
| required      to be disclosed in the Company's Exchange Act reports is recorded,      processed and                      |
| summarized      and is reported within the time periods specified in the SEC's rules and      forms, and that            |
| such      information is accumulated and communicated to the Company's management,      including its Chief              |
| Executive      Officer and Chief Financial Officer, as appropriate, to allow timely      decisions regarding required    |
| disclosure.      In designing and evaluating the disclosure control procedures, no matter      how well designed         |
| and      operated, can provide onlyreasonable assurance of achieving the desired      control objectives, and            |
| management      necessarily was required to apply its judgement in evaluating the      cost-benefit relationship         |
| relationship      of possible controls and procedures.                                                                   |
|                                                                                                                     |
| As      of the date of this report, the Company's management, including the      President ( principal executive         |
| officer      ) and Chief Financial Officer, carried out an evaluation of the      effectiveness of the design and        |
| operation      of the Company's disclosure controls and procedures pursuant to Exchange      Act Rule 13a - 14.          |
| Based      upon the evaluation, the Company's President ( principal executive officer      ) and Chief Financial         |
| Officer      concluded that the Company's disclosure controls and procedures are      effective in timely alerting       |
| them      to material information required to be included in the Company's periodic      SEC filings. There have         |
| been      no significant changes in the Company's disclosure controls and procedures      or in other factors,           |
| which      could significantly affect disclosure controls subsequent to the date the      Companys management            |
| carried      out its evaluation. During the period covered by this quarterly report on      Form 10Q, there was no       |
| change      in our internal control over financial reporting ( as defined in Rule 13a      - 15(f) under the Exchange    |
| Act      ) that materially affected, or is reasonably likely materially affect, our      internal control over financial |
| reporting.                                                                                                               |
|                                                                                                                     |
| PART      2.  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 judgement in lieu of complaint was granted based on      the                  |
| Company's      Debentures in the amonunt of $500,000 in favor of the Plaintiff which was      due on August              |
| 15,      2006, with interest at 12% per annum. During the quarter of March 31,      2007, the Plaintiff took             |
| steps      to execute its default judgement.                                                                             |

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| ITEM      1.  LEGAL PROCEEDINGS (continued)                                                                |
|----------------------------------------------------------------------------------------------------------------------|
|                                                                                                                 |
| 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 trepass 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 Global Peopleline Telecom, Inc., and no      owner of record or beneficial |
| owner      of more than 5% of the securities of the Company, or any associate of any      such director,             |
| officer      or security holder is a party adverse to the Company or has a material      interest adverse to it      |
| in      reference to pending litigation.                                                                             |
|                                                                                                                 |
| ITEM      1A.  RISK FACTORS                                                                                |
|                                                                                                                 |
| The      Company at present does not engage in any business activities thus will      not be subjected to any        |
| risk.                                                                                                                |
|                                                                                                                 |
| 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 reponse to       |
| treatened      litigation.                                                                                           |
|                                                                                                                 |
| The      Company has not received any proceeds as a result of the registration      statement that went effective    |
| on      August 7, 2006, registering a protion of the additional shares issuable      upon conversion of Debentures   |
| and      exercise of the Class A and Class B Warrants, under the 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 effecativeness 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.                                        |

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| 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'      fund 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 through 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      judgement in lieu of          |
| camplaint      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 judgement in the amount of $545,440 was awarded the Plaintiff. This      debenture holder, Southridge   |
| Partners,      LP, took steps to execute on its judgement in excess of $545,440 plus      interest during the      |
| first      quarter of 2007. 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, New York County (No. 6604397/06). The action is a motion for summary      judgement 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      judgement, plus costs and    |
| disbursements.                                                                                                     |
|                                                                                                               |
| ITEM      4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY      HOLDERS                                   |
|                                                                                                               |
| None                                                                                                               |
|                                                                                                               |
| ITEM      5.  OTHER INFORMATION                                                                          |
|                                                                                                               |
| None                                                                                                               |

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| ITEM      6.  EXHIBITS                                                                                                          |                                                                                                                                                                     |   |
|-------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                      |                                                                                                                                                                     |   |
| Exhibit      Number                                                                                                                       | Exhibit      Description                                                                                                                                                 |   |
|                                                                                                                                      |                                                                                                                                                                     |   |
| 31.01                                                                                                                                     | Certification of Principal Executive Officer      pursuant to Rule 13a-14(a) of the Securities Exchange      Act and Section 302 of the Sarbanes-Oxley Act of      2002. |
|                                                                                                                                      |                                                                                                                                                                     |   |
| 31.02                                                                                                                                     | Certification of Principal Financial Officer      pursuant to Rule 13a-14(a) of the Securities Exchange      Act and Section 302 of the Sarbanes-Oxley Act of      2002. |
|                                                                                                                                      |                                                                                                                                                                     |   |
| 32.01                                                                                                                                     | Certification of Principal Executive Officer      pursuant to 18 U.S.C. Section 1350, adopted pursuant      to Section 906 of the Sarbanes-Oxley Act of    2002.*        |
|                                                                                                                                      |                                                                                                                                                                     |   |
| 32.02                                                                                                                                     | Certification of Principal Financial Officer      pursuant to 18 U.S.C. Section 1350, adopted pursuant      to Section 906 of the Sarbanes-Oxley Act of    2002.*        |
|                                                                                                                                      |                                                                                                                                                                     |   |
| *  These      certificates accompany Global Peopleline Telecom, Inc Quarterly Report on      Form 10-Q; they are not            |
|    deemed      "filed" with the Securities and Exchange Commission and are not to be      incorporated by reference        |
|    in      any filing of Global Peopleline Telecom, Inc. under the Securities Act of      1933, or the Securities Exchange |
|    Act      of 1934, whether made before or after the date hereof and irrespective of      any general incorporation       |
|    langauge      in any filings.                                                                                           |                                                                                                                                                                     |

|                                                                                                                                 |                                            SIGNATURES |
|--------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                 |                                                                                                                                                                                                                                                                         |   |
|    Pursuant      to the requirements of the Securities Exchange Act of 1934, the Registrant      has duly caused this |
| report      to be signed on its behalf by the undersigned, thereunto duly      authorized.                                           |

|                  |   | Global      Peopleline Telecom, Inc.  |   |
|-----------------------|--------|-------------------------------------------------|--------|
| January      22, 2009 | By:    | /s/ Angela Du          |   |
|                  |   | Angela      Du                                  |   |
|                  |   | Director      and Chief Executive Officer       |   |
|                  |   |                                            |   |
|                  |   | /s/      Ernest Cheung      |   |
|                  |   | Ernest      Cheung                              |   |
|                  |   | Chief       Financial Officer              |   |

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