SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB/A

                                  AMENDMENT #1


               Quarterly Report Pursuant to Section 13 or 15(d) of

                       The Securities Exchange Act of 1934

                For the quarterly period ended: June 30, 2005

                         Commission file number 0-26559

                               CIK No. 0001082603

                         CHINA MOBILITY SOLUTIONS, INC.
             (Exact name of registrant as specified in this charter)

                                  XIN NET CORP.
                                  (Former name)

                  Florida                         330-751560
              -------------------------------     --------------------
              (State of other jurisdiction        (I.R.S. Employer
              of incorporation or organization)    Identification No.)

          #900 - 789 West Pender Street, Vancouver, B.C. Canada V6C 1H2
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (604)632-9638

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.

                                  X  YES             NO
                                -----         -----

As of June 30, 2005, there were 16,921,670 shares of $0.001 par value common
stock outstanding.


                                       1
<PAGE>



                         CHINA MOBILITY SOLUTIONS, INC.
                            INDEX TO QUARTERLY REPORT
                                 ON FORM 10-QSB
                                  June 30, 2005


PART I. FINANCIAL INFORMATION                                               PAGE

     ITEM 1. Consolidated Financial Statements:

          Consolidated Balance Sheets....................................... F-1

          Consolidated Statements of Operations..............................F-2

              Consolidated Statements of Cash Flows..........................F-3

          Notes to Consolidated Financial Statements.........................F-4

     ITEM 2. Management's Discussion and Analysis..............................3

     ITEM 3. Controls and Procedures...........................................8

PART II. OTHER INFORMATION

     ITEM 1. Legal Proceedings.................................................9

     ITEM 2. Changes in Securities and Use of Proceeds.........................9

     ITEM 3. Defaults Upon Senior Securities...................................9

     ITEM 4. Submission of Matters to a Vote of Security Holders...............9

     ITEM 5. Other Information.................................................9

     ITEM 6. Exhibits and Reports on Form 8-K..................................9


SIGNATURE.....................................................................11

                                       2
<PAGE>

                          PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


                        CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES
                                    (formerly Xin Net Corp.)
                                  CONSOLIDATED BALANCE SHEETS
                              June 30, 2005 and December 31, 2004
                              (Unaudited - Prepared by Management)

Stated in U.S. dollars                                                                    2005                 2004
--------------------------------------------------------------------------------------------------------------------------
                                                                                       (Unaudited)          (Audited)
<S>                                                                               <C>                  <C>

ASSETS

Current Assets
  Cash and Cash Equivalents                                                       $         5,843,782  $        5,380,622
  Accounts receivable                                                                          19,293              34,560
  Prepaid Expenses and Other Current Assets                                                   321,394              33,070
  Amount due from related parties                                                              20,398              18,322
--------------------------------------------------------------------------------------------------------------------------
Total Current Assets                                                                        6,204,867           5,466,574

Investment                                                                                          1                   1
Property and Equipment, Net (Note 2)                                                            5,399               6,549
Goodwill                                                                                      973,906             973,906
--------------------------------------------------------------------------------------------------------------------------
Total Assets                                                                      $         7,184,173  $        6,447,030
==========================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts Payable and Other Accrued Liabilities                                  $           296,366  $          340,824
  Deferred Revenue                                                                          2,177,526           2,111,698
  Amount due to related parties (Note 7)                                                      129,963                   -
--------------------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                                   2,603,855           2,452,522

Minority Interest                                                                             165,119              32,791

Commitments and Contingencies                                                                       -                   -

Stockholders' Equity
  Common Stock : $0.001 Par Value
    Authorized : 50,000,000
    Issued and Outstanding : 16,921,670 (2004: 15,826,670)                                     16,922              15,827
  Additional Paid In Capital                                                                9,269,083           8,770,378
  Accumulated Deficit                                                                      (4,692,228)         (4,640,956)
  Accumulated Other Comprehensive Loss                                                       (178,578)           (183,532)
--------------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                                  4,415,199           3,961,717
--------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                                        $         7,184,173  $        6,447,030
==========================================================================================================================


             (The accompanying notes are an integral part of these financial statements)

                                                   F-1
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                         CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES
                                    (formerly Xin Net Corp.)
                              CONSOLIDATED STATEMENTS OF OPERATIONS
         For the three month period and six month period ended June 30, 2005 AND June 30, 2004
                              (Unaudited - Prepared by Management)


                                                                     Three months ended         Six months ended
                                                                  June 30,        June 30,        June 30,        June 30,
Stated in U.S. dollars                                              2005            2004            2005            2004
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                  <C>         <C>                 <C>

Revenue
  Mobile marketing services                                   $     1,131,988      $    -      $   2,186,501       $       -
  Tuition fee                                                          32,630         62,769         107,308         122,915
-----------------------------------------------------------------------------------------------------------------------------
                                                                    1,164,618         62,769       2,293,809         122,915
Cost of revenue
  Mobile marketing services                                           310,925              -         534,470               -
  Tuition fee                                                          16,579         13,828          27,018          28,373
-----------------------------------------------------------------------------------------------------------------------------
                                                                      327,504         13,828         561,488          28,373

Gross profit                                                          837,114         48,941       1,732,321          94,542

Expenses
  Advertising and promotion                                           268,112              -         409,432               -
  Consulting and professional                                          11,529         20,793          27,685          39,337
  Depreciation                                                            576            805           1,168           1,635
  Foreign exchange loss                                                 1,016          4,696           4,594           8,418
  General and administrative                                           32,576         28,622          56,893          35,341
  Investor relations                                                   87,825              -          87,825               -
  Legal settlement                                                          -         29,513               -          29,513
  Rent                                                                171,334         11,967         329,949          25,561
  Salaries, wages and sub-contract                                    389,569         34,836         690,152          71,666
  Website development                                                       -              -          80,000               -
-----------------------------------------------------------------------------------------------------------------------------
                                                                      962,537        131,232       1,687,698         211,471

Operating Income (Loss)                                              (125,423)       (82,291)         44,623        (116,929)

Other Income and Expenses
   Interest income                                                     19,172         29,555          36,414          29,556
   Other income                                                            19          1,186              19           1,461
   Equity loss                                                              -        (81,273)              -         (81,273)
-----------------------------------------------------------------------------------------------------------------------------
                                                                       19,191        (50,532)         36,433         (50,256)
Income (Loss) before minority interest and
   discontinued operations                                           (106,232)      (132,823)         81,056        (167,185)

Minority interest                                                      (5,781)         9,677        (132,328)          4,634
-----------------------------------------------------------------------------------------------------------------------------
Loss from Continuing Operations                                      (112,013)      (123,146)        (51,272)       (162,551)

Discontinued operations
  Loss from discontinued business press operations                          -        (62,142)              -         (41,654)

-----------------------------------------------------------------------------------------------------------------------------
Net Loss Available to Common Stockholders                          $ (112,013)    $ (185,288)      $ (51,272)      $(204,205)
=============================================================================================================================

Earnings (loss) per share attributable to common stockholders:
  Earnings (loss) from continuing operations                          $ (0.01)       $ (0.01)        $ (0.00)        $ (0.01)
  Earnings (loss) from discontinued operations                           0.00          (0.00)           0.00           (0.00)
-----------------------------------------------------------------------------------------------------------------------------
  Total basic and diluted                                             $ (0.01)       $ (0.01)        $ (0.00)        $ (0.01)
=============================================================================================================================

Weighted average number of common shares outstanding:
  Basic and diluted                                                16,921,670     13,966,011      16,522,057      13,876,340
=============================================================================================================================

                   (The accompanying notes are an integral part of these financial statements)

                                                      F-2
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                 CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES
                                            (formerly Xin Net Corp.)
                                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                             for the Period from December 31, 2003 to June 30, 2005
                                      (Unaudited - Prepared by Management)

                                                                                                       Accumulated
                                                              Stock      Additional                       Other
                                              Common        Amount At      Paid In     Accumulated    Comprehensive
Stated in U.S. dollars                        Shares        Par Value      Capital       Deficit           Loss           Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>         <C>           <C>               <C>           <C>

Balance, December 31, 2003                     41,360,010        41,360     8,194,045   $ (7,659,628)     $ (163,763)     $ 412,014

Issuance of common stock for
 acquisition of Quicknet on June 23, 2004       6,120,000         6,120       544,680                                       550,800

Reverse stock split 3:1 on June 24, 2004      (31,653,340)      (31,653)       31,653                                             -

Net income for the year ended December
  31, 2004                                                                                 3,018,672                      3,018,672

------------------------------------------------------------------------------------------------------------------------------------
Foreign currency translation adjustments                                                                     (19,769)       (19,769)

Balance, December 31, 2004                     15,826,670      $ 15,827   $ 8,770,378   $ (4,640,956)     $ (183,532)   $ 3,961,717

Issuance of common stock for cash on
  exercise of stock options on February
  24, 2005 @$0.30                                 495,000           495       148,005                                       148,500

Issuance of common stock for investor
   relations services                             600,000           600       350,700                                       351,300

Net loss for the six months ended
  June 30, 2005                                                                              (51,272)                       (51,272)

Foreign currency translation adjustments                                                                       4,954          4,954
------------------------------------------------------------------------------------------------------------------------------------

Balance, June 30, 2005                         16,921,670      $ 16,922   $ 9,269,083   $ (4,692,228)     $ (178,578)   $ 4,415,199
====================================================================================================================================


                   (The accompanying notes are an integral part of these financial statements)

                                                      F-3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                 CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES
                                            (formerly Xin Net Corp.)
                                   CONSOLIDATED STATEMENTS OF RETAIN EARNINGS
                 For the three month period and six month period ended June 30, 2005 AND June 30, 2004
                                      (Unaudited - Prepared by Management)

                                                  Three months ended                        Six months ended
                                           June 30,             June 30,             June 30,             June 30,
Stated in U.S. dollars                       2005                 2004                 2005                 2004
------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                  <C>                <C>                  <C>

Retained earnings (Deficit),
  beginning of period                       $(4,580,215)         $ (7,678,545)      $ (4,640,956)        $ (7,659,628)

Net Loss Available to
  Common Stockholders                          (112,013)             (185,288)           (51,272)            (204,205)
------------------------------------------------------------------------------------------------------------------------


Retained earnings (Deficit),
  end of period                             $(4,692,228)         $ (7,863,833)      $ (4,692,228)        $ (7,863,833)
========================================================================================================================







                   (The accompanying notes are an integral part of these financial statements)

                                                      F-4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                         CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES
                                    (formerly Xin Net Corp.)
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the three month period and six month period ended June 30, 2005 AND June 30, 2004
                              (Unaudited - Prepared by Management)

                                                                                         Three months ended        Six months ended
                                                                       June 30,        June 30,        June 30,         June 30,
                                                                         2005            2004            2005             2004
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>              <C>             <C>              <C>
Cash flows from operating activities
  Net loss                                                             $ (112,013)      $ (185,288)      $ (51,272)      $ (204,205)
  Adjustments to reconcile net loss to net cash
                                                                                            20,488
    Provided by (Used in) operating activities
    Depreciation and amortization                                             576            1,202           1,168            2,032
    Loss on disposal of subsidiary                                                          41,292               -           41,292
    Translation adjustments                                                 2,909            5,978           4,954            9,881
    Minority interest                                                       5,781           (9,677)        132,328           (4,634)
    Non-cash operating expenses                                            87,825                -          87,825                -
    Equity loss                                                                             81,273               -           81,273
    Changes in assets and liabilities
      (Increase)Decrease in accounts receivable                             9,931          (20,571)         15,267          (19,465)
      (Increase)Decrease in prepaid expenses and other current assets     (33,318)           6,974         (24,867)          15,237
      Increase in amount due from (to) related parties                    157,089          (41,210)        127,887          (41,210)
      Decrease in accounts payable                                       (103,980)         (85,776)        (44,458)         (68,307)
      Increase in deferred revenue                                        161,247           25,427          65,828           17,697
      Increase in liabilities to be disposed of                                            137,926               -          137,926
------------------------------------------------------------------------------------------------------------------------------------
  Net cash provided by (used in) operating activities                     176,047          (21,962)        314,660          (32,483)
------------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities
  Cash transferred in from acquisition of Quicknet                                       1,477,355               -        1,477,355
  Cash transferred out from disposal of Dawa                                               (15,217)              -          (15,217)
------------------------------------------------------------------------------------------------------------------------------------
  Net cash flows provided by financing activities                                        1,462,138               -        1,462,138
------------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Issuance of common stock for cash                                                              -         148,500                -
------------------------------------------------------------------------------------------------------------------------------------
  Net cash flows provided by financing activities                               -                -         148,500                -
------------------------------------------------------------------------------------------------------------------------------------

Effect of exchange rate changes on cash                                                     (1,084)              -           (1,084)
Net cash provided by discontinued operations                                               (10,863)

Increase in cash and cash equivalents                                     176,047        1,428,229         463,160        1,428,571

Cash and cash equivalents - beginning of period                         5,667,735        3,304,019       5,380,622        3,303,677

------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents - end of period                             $ 5,843,782      $ 4,732,248     $ 5,843,782      $ 4,732,248
====================================================================================================================================


Supplemental Information :
Cash paid for :
    Interest                                                                  $ 2              $ -             $ 2              $ -
    Income taxes                                                                -                -               -                -

Non-cash investment :
     Issuance of 2,040,000 common shares for the acquisition of Quicknet      $ -      $ 1,224,000             $ -      $ 1,224,000
     Issuance of 600,000 common shares for services rendered              351,300                -         351,300                -


           (The accompanying notes are an integral part of these financial statements)

                                              F-5
</TABLE>

<PAGE>

                         CHINA MOBILITY SOLUTIONS, INC.
                       (Previously known as Xin Net Corp.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005
                                  ( Unaudited )

1. Basis of Presentation

The accompanying unaudited financial statements have been prepared in conformity
with generally accepted  accounting  principles 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, 2004  included in its Annual  Report on Form
10-KSB.

The unaudited condensed consolidated financial statements include China Mobility
Solutions,  Inc.  and  its  subsidiaries.  All  inter-company  transactions  and
accounts have been eliminated.

Certain  items  have  been   reclassified  to  conform  to  the  current  period
presentation. There is no effect on total results of operations or stockholders'
equity.

2. Property and Equipment

                                                June 30,        December 31,
                                                    2005                2004

Equipment                                       $ 24,832        $ 24,832
Library                                            9,554           9,554
Furniture                                          9,975           9,975
                                                ---------       --------
Total                                             44,361          44,361
Less:  Acumulated depreciation                   (38,962)        (37,812)
                                                ---------       ---------
Net book figures                                $  5,399        $  6,549
                                                =========       =========

The depreciation  expenses charged to continuing  operations for the three-month
and six-month periods ended June 30, 2005 were $576 and $1,168 respectively.

                                      F-6

<PAGE>

3. 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-month  and
six-month periods ended June 30, 2005 and 2004:

<TABLE>
<CAPTION>

                                                            Three months ended                Six months ended
                                                                  June 30,                        June 30,
                                                            2005           2004               2005           2004
                                                            -------------------               -------------------
<S>                                                     <C>             <C>             <C>             <C>
Income (Loss) from continuing operations                $  (112,013)    $  (123,146)    $   (51,272)    $  (162,551)
Income (Loss) from discontinued operations                        -         (61,142)              -         (41,654)
                                                        ----------------------------    ----------------------------
Net income (loss) for the period                           (112,013)       (184,288)        (51,272)       (204,205)

Weighted-average number of shares outstanding            16,921,670      13,966,011      16,475,658      13,876,340

Effective of dilutive securities:
Dilutive options - $0.30                                          -               -               -               -
Dilutive warrants - $2.25                                         -               -               -               -
                                                        ----------------------------    ----------------------------
Dilutive potential common shares                                  -               -               -               -
                                                        ----------------------------    ----------------------------

Adjusted weighted-average shares and                     16,921,670      13,966,011      16,475,648      13,876,340
assumed conversions

Basic income (loss) per share attributable to common shareholders:
Income (loss) from continuing operations                $     (0.01)    $     (0.01)    $     (0.00)    $     (0.01)
Income (loss) from discontinued operations                     0.00           (0.00)           0.00           (0.00)
                                                        ----------------------------    ----------------------------
Total basic income (loss) per share                     $     (0.01)    $     (0.01)    $     (0.00)    $     (0.01)
                                                        ============================    ============================

Diluted income (loss) per share attributable to common shareholders:
Income (loss) from continuing operations                $     (0.01)    $     (0.01)    $     (0.00)    $     (0.01)
Income (loss) from discontinued operations                     0.00           (0.00)           0.00           (0.00)
                                                        ----------------------------    ----------------------------
Total diluted income (loss) per share                   $     (0.01)    $     (0.01)    $     (0.00)    $     (0.01)
                                                        ============================    ============================
</TABLE>

The effect of  outstanding  options and  warrants was not included as the effect
would be antidilutive.

On June 24, 2004, the Company carried out a 3 for 1 reverse stock-split. Figures
of prior periods have been  retroactively  restated to reflect the effect of the
reverse stock-split.

                                      F-7

<PAGE>

4. Share Capital

During the quarter ended June 30, 2005, the Company issued 600,000 shares of its
common  stock at a fair value of  $351,300  to a company  for one year  investor
relations services until March 2006. As of June 30, 2005,  $263,475 was recorded
as prepaid expenses and $87,825 was recorded as investor relations expense.

5. Share Purchase Warrants

5,884,990  Series "A" warrants were expired  during the  six-month  period ended
June 30, 2005.  As of June 30, 2005,  10 Series "B"  warrants  were  outstanding
which  entitle the  holders to  purchase a common  share of the Company at $2.25
each on or before March 31, 2006.

6. Stock Options

On February 24, 2005, 495,000 stock options at $0.30 each were exercised.

Options  outstanding  at June 30, 2005 were  660,000  with option price of $0.30
each. No options were granted, canceled or forfeited during the six-month period
ended June 30, 2005.  The weighted  average  remaining  contractual  life is 2.0
years.

7. Related Party Transactions

During the  three-month  and six-month  periods ended June 30, 2005, the Company
paid $5,194.31 and $10,388.62 to an officer as wages and benefits.

As of June 30, 2005,  the Company has an amount of $20,398 due to a company with
a common director without interest or specific terms of repayment.

As of June 30, 2005,  the Company has an amount of $129,963 due to a director of
the  Company  for  expenses  advanced  on behalf of the  Company.  The amount is
non-interest bearing and is repayable on demand.





                                      F-8

<PAGE>


8. Segment and Geographic Data

The  Company's  reportable  segments  are  geographic  areas  and two  operating
segments,  the  latter  comprised  of mobile  communication  and ESL  education.
Summarized financial information concerning the Company's reportable segments is
shown in the following  table.  The "Other" column  includes  corporate  related
items,  and, as it relates to segment  profit  (loss),  income and  expenses not
allocated to reportable segments.

<TABLE>
<CAPTION>
A.  By geographic areas                                 China           Canada          Other           Total
                                                        -----           ------          -----           -----
<S>                                                     <C>             <C>             <C>             <C>

Three months ended June 30, 2005
--------------------------------

Revenue from continuing operations                      $1,131,988      $  32,630       $      -        $1,164,618
Operating income (loss)                                      4,743        (37,898)       (92,268)         (125,423)
Total assets                                             6,744,355        124,682        315,136         7,184,173
Depreciation                                                     -            576              -               576
Interest income                                             19,165              7              -            19,172
Income from discontinued operations                              -              -              -                 -
Investment in equity method investee                             -              -              -                 1

Three months ended June 30, 2004
--------------------------------

Revenue from continuing operations                      $        -      $  62,769       $      -        $   62,769
Operating income (loss)                                      1,653        (53,793)       (30,151)          (82,291)
Total assets                                             8,770,544        190,008        218,708         9,179,260
Depreciation                                                     -            764             41               805
Interest income                                                  -         29,555              -            29,555
Income from discontinued operations                              -        (62,142)             -           (62,142)
Investment in equity method investee                             -              -        172,251           172,251






                                      F-9
<PAGE>

A.  By geographic areas                                 China           Canada          Other           Total
                                                        -----           ------          -----           -----

Six months ended June 30, 2005
--------------------------------

Revenue from continuing operations                      $2,186,501      $ 107,308       $      -        $2,293,809
Operating income (loss)                                    261,926        (28,702)      (188,601)           44,623)
Total assets                                             6,744,355        124,682        315,136         7,184,173
Depreciation                                                     -          1,160              8             1,168
Interest income                                             36,403             11              -            36,414
Income from discontinued operations                              -              -              -                 -
Investment in equity method investee                             -              -              1                 1

Six months ended June 30, 2004
--------------------------------

Revenue from continuing operations                      $        -      $ 122,915       $      -        $  122,915
Operating income (loss)                                        697        (86,122)       (31,504)         (116,929)
Total assets                                             8,770,544        190,008        218,708         9,179,260
Depreciation                                                     -          1,553             82             1,635
Interest income                                                  -         29,556              -            29,556
Income from discontinued operations                              -        (41,654)             -           (41,654)
Investment in equity method investee                             -              -        172,251           172,251
</TABLE>








                                      F-10

<PAGE>

<TABLE>
<CAPTION>

                                                  Mobile          ESL
B. By operating segments                        communications   education      Other           Total
                                                --------------   ---------      -----           -----
<S>                                             <C>             <C>             <C>             <C>

For the three months ended June 30, 2005
----------------------------------------
Revenue from external customers                 $1,133,972      $ (30,646)      $        -      $1,164,618
Intersegment revenue                                     -              -                -               -
Interest revenue                                     8,970              7           10,195          19,172
Interest expense                                         -              -                1               1
Depreciation                                             -            535               41             576
Segment operation profit (loss)                      2,828        (16,628)        (111,623)       (125,423)
Segment assets                                   2,446,380        121,847        4,615,946       7,184,173

For the three months ended June 30, 2004
----------------------------------------
Revenue from external customers                 $        -      $  62,769)      $        -      $   62,769
Intersegment revenue                                     -              -                -               -
Interest revenue                                         -              3           29,552          29,555
Interest expense                                         -              -                -               -
Depreciation                                             -            717               88             805
Segment operation profit (loss)                          -        (32,828)         (49,463)        (82,291)
Segment assets                                   1,593,844         75,973        7,509,443       9,179,260



                                                  Mobile          ESL
B. By operating segments                        communications   education      Other           Total
                                                --------------   ---------      -----           -----

For the six months ended June 30, 2005
----------------------------------------
Revenue from external customers                 $2,186,501      $ 170,308)      $        -      $2,293,809
Intersegment revenue                                     -              -                -               -
Interest revenue                                     8,970             11           27,433          36,414
Interest expense                                         -              -                2               2
Depreciation                                             -          1,077               91           1,168
Segment operation profit (loss)                    261,088         13,591         (230,056)        (44,623)
Segment assets                                   2,446,380        121,847        4,615,946       7,184,173


For the six months ended June 30, 2004
----------------------------------------
Revenue from external customers                 $        -      $ 122,915)      $        -      $  122,915
Intersegment revenue                                     -              -                -               -
Interest revenue                                         -              4           29,552          29,556
Interest expense                                         -              -                -               -
Depreciation                                             -          1,458              177           1,635
Segment operation profit (loss)                          -        (43,300)         (73,629)       (116,929)
Segment assets                                   1,593,844         75,973        7,509,443       9,179,260
</TABLE>

                                      F-11

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information presented here should be read in conjunction with China Mobility
Solutions, Inc.'s consolidated financial statements and related notes. In
addition to historical information, the following discussion and other parts of
this document contain certain forward-looking information. When used in this
discussion, the words "believes," "anticipate," "expects," and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, which could cause actual results
to differ materially from those projected due to a number of factors beyond the
Company's control. The Company does not undertake to publicly update or revise
any of its forward-looking statements even if experience or future changes show
that the indicated results or events will not be realized. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. Readers are also urged to carefully review and
consider the Company's discussions regarding the various factors, which affect
its business, included in this section and elsewhere in this report.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis is based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, we evaluate our estimates,
including those related to revenue recognition, accounts receivable and
allowance for doubtful accounts, intangible and long-lived assets, and income
taxes. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.

An accounting policy is deemed to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used or changes in the accounting estimate that are reasonably
likely to occur could materially change the financial statements. We believe the
following critical accounting policies reflect our more significant estimates
and assumptions used in the preparation of our consolidated financial
statements:

                                       3

<PAGE>

RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2005 AS COMPARED TO THE
QUARTER ENDED JUNE 30, 2004

Revenues.  The Company had revenues of $1,164,618 in the second  quarter of 2005
compared  to  $62,769  in the first  quarter of 2004 in the form of net sales of
Mobile marketing  services  (Quicknet) of  U.S.$1,131,988  and education courses
(Windsor) of U.S.$32,630. The Company incurred operating expenses of $962,537 in
the second  quarter of 2005  compared to  operating  expenses of $131,232 in the
second  quarter of 2004.  The Company had an operating loss of ($125,123) in the
second quarter of 2005,  and an net loss of ($112,013)  compared to an operating
loss of ($82,291) and an net loss of ($123,146) in the second quarter in 2004.

Business Segments

        During the quarter, the Company had revenues in two segments:

        Mobile marketing services            $1,131,988
        Windsor - ESL Education                 $32,630

        The cost of revenue in each segment was:

        Mobile marketing services              $310,925
            Windsor                             $16,579

        The gross profit from each of the business segments was:

        Mobile      $821,063
        Windsor      $16,051
                    --------
                    $837,114

     Note:  The  Registrant  controls  51% of the  QuickNet  because the Company
purchased  49%,  has an option to acquire 2% for U.S.$100 and controls the Board
of QuickNet. The financials are consolidated based upon the control of QuickNet.
While revenues and costs of revenues are consolidated for reporting purposes,  a
49%  minority  interest  in  QuickNet  exists,  which,  in effect,  reduces  the
allocable  gross profit by 49%.  Quicknet is the  operating  subsidiary in China
which provides mobile marketing services by cell phone ads.

     In the quarter in 2005, the Company had received revenue from both mobility
marketing  services and education  courses  whereas in the quarter in 2004,  the
Company  had  receives  from   education   courses  and  Dawa   Newsgroup   (now
discontinued) only.

     Net  Income/Loss  per share:  The per share loss for the second  quarter of
2005 was  ($0.01),  and the per share  loss for the  second  quarter of 2004 was
($0.01).

                                        4

<PAGE>

RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2005 COMPARED TO
THE SAME PERIOD ENDED JUNE 30, 2004

     The Company had  revenues of  U.S.$2,293,809  in the period  ended June 30,
2005,  compared  to  U.S.$122,915  in the same period in 2004.  The  increase in
revenue is due to the  consolidation  of  QuickNet's  (its  subsidiary in China)
revenue in 2005,  whereas in 2004,  the sole  revenues were those of Windsor for
education  services and Dawa for advertising.  The Company had a cost of revenue
of  $561,488  in the period in 2005  compared  to $28,373 in the same  period in
2004.  The Company  incurred  expenses of  $1,687,698 in the six month period in
2005 and $211,471 in expenses in the period in 2004. The operating income (loss)
in the periods in 2005 and 2004 were $44,623 and ($116,929) respectively,  after
interest  income of  $36,414  and  $29,556  in 2005 and 2004  respectively,  and
adjustment for minority  interests (in QuickNet in 2005), the Company had a loss
from  continuing  operation  in the period in 2005 of  ($51,272)  and in 2004 of
($162,551). The net loss per share was nominal in the period in 2005 compared to
($0.01) in the period in 2004.

     The Company expects  the trend of losses to continue at about the same rate
in the succeeding periods.

Business Segment Revenue

        During the six month period in 2005, the Company had revenues in two
        segments:

        Mobile marketing services            $2,186,501
        Windsor - ESL Education              $  107,308

        The operating income from each of the business segments was:

        Mobile marketing services     $261,926
        Windsor - ESL Education       ($28,702)


Changes in Financial Condition:

     At the end of the second quarter of 2005,  Company had assets of $7,184,173
compared to $6,447,030 at year-end 2004.  The current assets totaled  $6,204,867
at the  end of the  second  quarter  of  2005  compared  to  $5,466,574  at 2004
year-end.  Total  liabilities  at the end of the  second  quarter  of 2005  were
$2,603,855 compared to $2,452,522 at 2004 year-end. At June 30, 2005 the Company
had $ 5,843,782 in cash compared to $5,380,622 at year-end 2004.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had cash capital of  $5,843,782  at the quarter  ended June 30,
2005. The Company has no other capital  resources  other than the ability to use
its common stock to achieve additional capital raising. Other than cash capital,
its other assets would be illiquid.

     At the quarter ended June 30, 2005 it had  $6,204,867 in current assets and
current liabilities of $2,603,855.

     The cash  capital  at the end of the period of  $5,843,782  will be used to
fund continuing operations.

     Net cash flows provided by operating  activities  increased to $176,047 for
the quarter ended June 30, 2005.


                                       5

<PAGE>


Need for Additional Financing:

     The Company believes it has sufficient  capital to meet its short-term cash
needs,   including  the  costs  of  compliance  with  the  continuing  reporting
requirements of the Securities Exchange Act of 1934. However, if losses occur it
may have to seek loans or equity  placements  to cover longer term cash needs to
continue operations and expansion.

     No commitments to provide  additional funds have been made by management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be available to the Company to allow it to cover operations expenses.

     If future  revenue  declines,  or operations are  unprofitable,  it will be
forced to develop another line of business, or to finance its operations through
the sale of  assets  it has,  or enter  into  the sale of stock  for  additional
capital,  none of which may be feasible when needed. The Company has no specific
management  ability, or financial resources or plans to enter any other business
as of this date.

     From the aspect of  whether it can  continue  toward the  business  goal of
maintaining  and expanding the businesses in Canada and grow the new business of
mobile  marketing  services in China,  it may use all of its  available  capital
without generating a profit.

     The effects of inflation  have not had a material  impact on its operation,
nor is it expected to in the immediate future.

Market Risk:

The Company does not hold any  derivatives  or  investments  that are subject to
market risk. The carrying values of any financial instruments,  approximate fair
value as of those dates because of the relatively  short-term  maturity of these
instruments  which  eliminates any potential  market risk  associated  with such
instruments.

Future Trends:

For the  Education  Services  side, we have operated for over two years now, the
competition is very fierce in the market. The Canadian  government has tightened
its budget on English  training for new immigrants,  which lead to a termination
of government  funding for Windsor,  and this change had negative effects to the
revenue of Windsor Education Academy.

The Company has experienced growth in revenues in its Quicknet services,  and it
anticipates  future growth in revenues although China must always be viewed as a
highly  competitive  market where  profitability  may be difficult to achieve or
sustain.

                                       6

<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

a.       Evaluation of Disclosure Controls and Procedures:

Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time period
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. As of the end of the period covered by this
report, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
upon and as of the date of that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.


b.       Changes in Internal Control over Financial Reporting:

There were changes in the Company's  internal  control over financial  reporting
identified in connection  with the Company's  evaluation of these controls as of
the end of the period  covered by this  report that  materially  affected or are
reasonably  likely to materially  affect those controls.  These changes included
the corrective action taken with regard to the material  weakness  identified in
the Company's Form 10-QSB for the period ended March 31, 2005.

The Company has  implemented  document  control  procedures  for its  subsidiary
QuckNet in its manual. These include:

   A.    Expenditure controls/approvals and documentation by Board Committee for
         the subsidiary in China, Beijing Quicknet; and

   B.    Subscription accounting and tracking for its subsidiary in China,
         Beijing QuickNet.

The  Company  is still  working  on  implementing  such  internal  controls  and
procedures  based on the model framework  created by the Committee of Sponsoring
Organizations  of the Treadway  Commission  (or "COSO") and plans to finish such
revisions by December 31, 2005.




                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings

     On Feb.7,  2005,  China Mobility  Solutions,  Inc. was sued by Sino-I Tech-
nology Limited for $88,270 for breach of warranty and a claim under a guarantee.

     Our lawyer has  submitted a Notice of Motion to the  plaintiff's  lawyer on
March 7, 2005 and is seeking an extension of response date.  The Company intends
to vigorously defend the suit.

     No director, officer or affiliate of China Mobility Solutions, Inc., and no
owner of record or beneficial  owner of more than 5.0% 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.


                                       7

<PAGE>


Item 2.  Changes in securities

None


Item 3.  Defaults upon senior securities - None.


Item 4.  Submission of matters to a vote of security holders.

On July 28, 2005, the following matters were voted on and approved by the share-
holders of China Mobility Solutions, Inc. at an annual shareholders' meeting:

1.   Xiao-Qing (Angela) Du, Ernest Cheung, and Greg Ye were elected as directors
     to hold office until the next annual meeting of shareholders.

2.   The  appointment  of Moen and  Company,  as  Independent  Accountants,  was
     ratified for the annual period ending December 31, 2004.

3.   The Company's  authorized  shares were  increased to 500 million  shares of
     common stock.

4.   The Company's 2005 Stock Option Plan was adopted.


Item 5.  Other information - None.

Item 6.  Exhibits and reports on Form 8-K

(a) The following are filed as Exhibits to this Quarterly Report. The numbers
refer to the Exhibit Table of Item 601 of Regulation S-K:

Exhibit 31.1 and 31.2   CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES
                        OXLEY ACT

Exhibit 32.1 and 32.2   CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS
                        ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
                        ACT OF 2002

(b) Reports on Form 8-K filed during the three months ended June 30, 2005, which
are incorporated by reference:
                               8-K filed 04-22-05
                              8-K/A filed 04-27-05
                               8-K filed 06-30-05


                                        8
<PAGE>

                                   SIGNATURES

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


Dated: November 4, 2005

                                          CHINA MOBILITY SOLUTIONS, INC.

                                      By: /s/ Angela Du
                                          ----------------------------
                                          Angela Du,
                                          Chief Executive Officer



                                      By: /s/ Ernest Cheung
                                          -----------------------------
                                          Ernest Cheung,
                                          Secretary and Chief Financial Officer




















                                        9