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: March 31, 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 of Registrant)

                  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.

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

As of March 31, 2005, there were 15,826,670 shares of $0.001 par value common
stock outstanding.



<PAGE>



                         CHINA MOBILITY SOLUTIONS, INC.
                            (FORMERLY XIN NET CORP.)
                            INDEX TO QUARTERLY REPORT
                                 ON FORM 10-QSB
                                 March 31, 2005


                       PART I. FINANCIAL INFORMATION                    PAGE

ITEM 1. 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.............................5

ITEM 3. Controls and Procedures..........................................7

                           PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings................................................10

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds......10

ITEM 3. Defaults Upon Senior Securities..................................10

ITEM 4. Submission of Matters to a Vote of Security Holders..............10

ITEM 5. Other Information................................................10

ITEM 6. Exhibits.........................................................10


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



                                       2
<PAGE>

                          PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

     The financial statements have been adjusted with all adjustments, which, in
the  opinion  of  management,  are  necessary  in order  to make  the  financial
statements not misleading.

         For financial information,  please see the financial statements and the
notes thereto, attached hereto and incorporated herein by this reference.

     The financial  statements  have been prepared by China Mobility  Solutions,
Inc.  without audit pursuant to the rules and  regulations of the Securities and
Exchange Commission.  Certain information and note disclosures normally included
in  financial  statements  prepared in  accordance  with  accounting  principles
generally accepted accepted in the United States of America, have been condensed
or omitted as allowed by such rules and  regulations,  and  management  believes
that  the  disclosures  are  adequate  to make  the  information  presented  not
misleading.  These financial statements include all of the adjustments which, in
the opinion of  management,  are necessary to a fair  presentation  of financial
position and results of  operations.  All such  adjustments  are of a normal and
recurring nature.  These financial statements should be read in conjunction with
the audited financial statements at December 31, 2004, included in the Company's
and Form 10-KSB.

Cautionary and Forward Looking Statements

     In addition to  statements of historical  fact,  this Form 10-QSB  contains
forward-looking statements. The presentation of future aspects of China Mobility
Solutions, Inc. (the "Company") found in these statements is subject to a number
of risks and uncertainties  that could cause actual results to differ materially
from those  reflected in such  statements.  Readers are  cautioned  not to place
undue reliance on these forward-looking  statements,  which reflect management's
analysis  only as of the date hereof.  Without  limiting the  generality  of the
foregoing,  words  such as "may,"  "will,"  "expect,"  "believe,"  "anticipate,"
"intend,"  or  "could"  or  the  negative   variations   thereof  or  comparable
terminology are intended to identify forward-looking statements.

         These forward-looking statements are subject to numerous assumptions,
risks and uncertainties that may cause the Company's actual results to be
materially different from any future results expressed or implied in those
statements. Important facts that could prevent the Company from achieving any
stated goals include, but are not limited to, the following:

         Some of these risks might include, but are not limited to, the
following:

                  (a)      volatility or decline of the Company's stock price;

                  (b)      potential fluctuation in quarterly results;

                  (c)      failure of the Company to earn revenues or profits;

                  (d)      inadequate capital to continue or expand its busi-
                           ness, inability to raise additional capital or financ
                           -ing to implement its business plans;

                  (e)      failure to commercialize its technology or to make
                           sales;


                                       3
<PAGE>

                  (f)      rapid and significant changes in markets;

                  (g)      litigation with or legal claims and allegations by
                           outside parties;

                  (h)      insufficient revenues to cover operating costs.

         There is no assurance that the Company will be profitable, the Company
may not be able to successfully develop, manage or market its products and
services, the Company may not be able to attract or retain qualified executives
and technology personnel, the Company's products and services may become
obsolete, government regulation may hinder the Company's business, additional
dilution in outstanding stock ownership may be incurred due to the issuance of
more shares, warrants and stock options, or the exercise of warrants and stock
options, and other risks inherent in the Company's businesses.

The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Readers should carefully review the factors described in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB
filed by the Company in 2004 and any Current Reports on Form 8-K filed by the
Company.


                                       4
<PAGE>

<TABLE>
<CAPTION>

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

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

Current Assets
  Cash and Cash Equivalents                                                         $         5,667,735   $        5,380,622
  Accounts receivable                                                                            29,224               34,560
  Prepaid Expenses and Other Current Assets                                                      24,610               33,070
  Amount due from related parties                                                                47,524               18,322
-----------------------------------------------------------------------------------------------------------------------------
Total Current Assets                                                                          5,769,093            5,466,574

Investment                                                                                            1                    1
Property and Equipment, Net                                                                       5,966                6,549
Goodwill                                                                                        973,906              973,906
-----------------------------------------------------------------------------------------------------------------------------
Total Assets                                                                        $         6,748,966   $        6,447,030
=============================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts Payable and Other Accrued Liabilities                                    $           400,346   $          340,824
  Deferred Revenue                                                                            2,016,279            2,111,698
-----------------------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                                     2,416,625            2,452,522

Minority Interest                                                                               159,338               32,791

Commitments and Contingencies                                                                         -                    -

Stockholders' Equity
  Common Stock : $0.001 Par Value
    Authorized : 50,000,000
    Issued and Outstanding : 16,321,670 (2004: 15,826,670)                                       16,322               15,827
  Additional Paid In Capital                                                                  8,918,383            8,770,378
  Accumulated Deficit                                                                        (4,580,215)          (4,640,956)
  Accumulated Other Comprehensive Loss                                                         (181,487)            (183,532)
-----------------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                                    4,173,003            3,961,717
-----------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                                          $         6,748,966   $        6,447,030
=============================================================================================================================

              (The accompanying notes are an integral part of these financial statements)
</TABLE>

                                                 F-1

<PAGE>

<TABLE>
<CAPTION>

                 CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES
                            (formerly Xin Net Corp.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               For the three months ended March 31, 2005 AND 2004
                      (Unaudited - Prepared by Management)

Stated in U.S. dollars                                                 2005               2004
----------------------------------------------------------------------------------------------------
<S>                                                             <C>                   <C>
Revenue
  Mobile marketing services                                     $       1,052,529     $           -
  Tuition fee                                                              74,678            60,146
----------------------------------------------------------------------------------------------------
                                                                        1,127,207            60,146
Cost of revenue
  Mobile marketing services                                               223,545                 -
  Tuition fee                                                              10,439            14,545
                                                                          233,984            14,545

Gross profit                                                              893,223            45,601

Expenses
  Advertising and promotion                                               141,320             1,634
  Consulting and professional                                              16,156            18,544
  Depreciation                                                                592               830
  Foreign exchange loss (gain)                                              3,578             3,722
  General and administrative                                               24,317             5,085
  Rent                                                                    158,615            13,594
  Salaries, wages and sub-contract                                        300,583            36,830
  Website development                                                      80,000                 -
----------------------------------------------------------------------------------------------------
                                                                          725,161            80,239

Operating Income (Loss)                                                   168,062           (34,638)

Other Income
   Interest income                                                         17,242                 1
   Other income                                                             1,984               275
----------------------------------------------------------------------------------------------------
                                                                           19,226               276
Income (Loss) before minority interest and
   discontinued operations                                                187,288           (34,362)

Minority interest                                                        (126,547)           (5,043)
----------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations                                   60,741           (39,405)

Discontinued operations
  Income from discontinued business press operations                            -            20,488
----------------------------------------------------------------------------------------------------


Net Income (Loss) Available to Common Stockholders                       $ 60,741         $ (18,917)
====================================================================================================
Earnings (loss) per share attributable to common stockholders:
  Earnings (loss) from continuing operations                               $ 0.00           $ (0.00)
  Earnings (loss) from discontinued operations                               0.00              0.00
----------------------------------------------------------------------------------------------------
  Total basic and diluted                                                  $ 0.00           $ (0.00)
====================================================================================================

Weighted average number of common shares outstanding:
  Basic and diluted                                                    16,024,670        13,786,670
====================================================================================================

            (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 three months ended March 31, 2005 and December 31, 2004
                                            (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
  exercised of stock options on February
  24, 2005 @$0.30                                 495,000           495       148,005                                      148,500

Net income for the three months ended
  March 31, 2005                                                                              60,741                        60,741

Foreign currency translation adjustments                                                                      2,045          2,045

Balance, March 31, 2005                        16,321,670      $ 16,322   $ 8,918,383   $ (4,580,215)    $ (181,487)   $ 4,173,003
===================================================================================================================================


     (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 CASH FLOWS
                       For the three months ended March 31, 2005 AND 2004
                              (Unaudited - Prepared by Management)

Stated in U.S. dollars                                                                   2005               2004
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                <C>
Cash flows from operating activities
  Net income (loss)                                                                        $ 60,741          $ (18,917)
  Less: income from discontinued operations                                                       -            (20,488)
  Adjustments to reconcile net loss to net cash
    Provided by (Used in) operating activities
    Depreciation and amortization                                                               592                830
    Translation adjustments                                                                   2,045              3,903
    Minority interest                                                                       126,547              5,043
    Changes in assets and liabilities
      Decrease in accounts receivable                                                         5,336              1,106
      Decrease in prepaid expenses and other current assets                                   8,451              8,263
      Increase in amount due from related parties                                           (29,202)                 -
      Increase in accounts payable                                                           59,522             17,469
      Decrease in deferred revenue                                                          (95,419)            (7,730)
-----------------------------------------------------------------------------------------------------------------------
  Net cash provided by (used in) operating activities                                       138,613            (10,521)
-----------------------------------------------------------------------------------------------------------------------

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

Net cash provided by continuing operations                                                  287,113            (10,521)
Net cash provided by discontinued operations                                                      -             10,863
-----------------------------------------------------------------------------------------------------------------------

Increase in cash and cash equivalents                                                       287,113                342

Cash and cash equivalents - beginning of period                                           5,380,622          3,303,677

Cash and cash equivalents - end of period                                               $ 5,667,735        $ 3,304,019
=======================================================================================================================


Supplemental Information :
Cash paid for :
    Interest                                                                                    $ 1                $ -
    Income taxes                                                                                  -                  -


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

                                              F-4
</TABLE>

<PAGE>

                         CHINA MOBILITY SOLUTIONS, INC.
                       (Previously known as Xin Net Corp.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 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. Significant 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 shareholders'
equity.

2. Property and Equipment

Property and equipment consist of the followings:-

                                        March 31,       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:  Accumulated depreciation          (38,395)        (37,812)
                                        ---------       ---------
Net book value                          $  5,966        $  6,549
                                        =========       =========

The depreciation expense charged to continuing operations for the three-month
period ended March 31, 2005 was $592.

                                      F-5

<PAGE>

                         CHINA MOBILITY SOLUTIONS, INC.
                       (Previously known as Xin Net Corp.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                  ( Unaudited )


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 months ended
March 31, 2005 and 2004:

                                                      Three months ended
                                                           March 31,
                                                      2005            2004
                                                      --------------------
Income (Loss) from continuing operations        $    60,741     $    (39,405)
Income (Loss) from discontinued operations                -           20,488
                                                -----------------------------
Net income (loss) for the period                     60,741          (18,917)

Weighted-average number of shares outstanding    16,024,670       13,786,670

Effective of dilutive securities:
Dilutive options - $0.30                            220,000                -
Dilutive warrants - $2.25                                 -                -
                                                -----------------------------
Dilutive potential common shares                    220,000                -
                                                -----------------------------
Adjusted weighted-average shares and
assumed conversions                              16,244,670       13,786,670

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

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

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-6

<PAGE>

                         CHINA MOBILITY SOLUTIONS, INC.
                       (Previously known as Xin Net Corp.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                  ( Unaudited )


4. Share Purchase Warrants

5,884,990 Series "A" warrants were expired on March 31, 2005. As of March 31,
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.


--------------------------------------------------------------------------------
5. Stock Options

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

Options outstanding at March 31, 2005 were 660,000 with option price of $0.30
each. No options were granted, canceled or forfeited during the three-month
period ended March 31, 2005. The weighted average remaining contractual life is
2.3 years.

6. 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                          Canada          China           Other           Total
                                                ------          -----           -----           -----

Three months ended March 31, 2005
---------------------------------
<S>                                             <C>             <C>             <C>             <C>
Revenue from continuing operations              $ 74,678        $1,062,529      $      -        $1,127,207
Operating income (loss)                            7,212           257,183       (96,333)          168,062
Total assets                                     112,381         6,589,865        46,720         6,748,966
Depreciation                                         584                 -             8               592
Interest income                                        4            17,238             -            17,242
Income from discontinued operations                    -                 -             -                 -
Investment in equity method investee                   -                 -             1                 1

Three months ended March 31, 2004
---------------------------------

Revenue from continuing operations              $ 60,146        $        -      $      -        $   60,146
Operating income                                 (32,329)             (956)       (1,353)          (34,638)
Total assets                                     158,287         5,675,378       486,888         6,320,553
Depreciation                                         789                 -            41               830
Interest income                                        1                 -             -                 1
Income from discontinued operations               20,488                 -             -            20,488
Investment in equity method investee                   -                 -       253,524           253,524
</TABLE>

                                      F-7

<PAGE>

<TABLE>
<CAPTION>

                         CHINA MOBILITY SOLUTIONS, INC.
                       (Previously known as Xin Net Corp.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                  ( Unaudited )

                                                Mobile          ESL
B. By operating segment                     communications    education         Other           Total
                                                ------          -----           -----           -----
For the three months ended March 31, 2005
-----------------------------------------
<S>                                             <C>             <C>             <C>             <C>
Revenue from external customers                 $1,052,529      $   74,678      $        -      $1,127,207
Intersegment revenue                                     -               -               -               -
Interest revenue                                         -               4          17,238          17,242
Interest expense                                         -               -               1               1
Depreciation                                             -             542              50             592
Segment operation profit (loss)                    258,260          28,235        (118,433)        168,062
Segment assets                                   2,303,522          99,819       4,345,625       6,748,966

For the three months ended March 31, 2004
-----------------------------------------
Revenue from external customers                 $        -      $   60,146      $        -      $   60,146
Intersegment revenue                                     -               -               -               -
Interest revenue                                         -               1               -               1
Interest expense                                         -               -               -               -
Depreciation                                             -             741              89             830
Segment operation profit (loss)                          -         (10,472)        (24,166)        (34,638)
Segment assets                                           -          31,383       6,289,170       6,320,553
</TABLE>










                                      F-8

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The information presented here should be read in conjunction with China Mobility
Solutions, Inc.'s consolidated financial statements and related notes. In addi-
tion 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," "anticipates," "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.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2004 AS COMPARED TO THE
QUARTER ENDED MARCH 31, 2003

     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," "anticipates," "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.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2005 AS COMPARED TO THE
QUARTER ENDED MARCH 31, 2004

Revenues. The Company achieved revenues of $1,127,207 in the first quarter 2005
compared $60,146 in the first quarter 2004 in the form of net sales of Mobile
marketing services and education courses (Windsor). The Company had operating
income of $168,062 in the first quarter 2005 , resulting in an income of
$60,741.


Business Segments

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

        Mobile marketing services            $1,052,529
        Windsor - ESL Education                 $74,678

        The cost of revenue in each segment was:

        Mobile marketing services              $223,545
            Windsor                             $10,439

        The gross profit from each of the business segments was:

        Mobile      $828,984
        Windsor      $64,239
                    --------
                    $893,223

                                       5
<PAGE>

       Note: The Registrant owns 51% of the QuickNet. While revenues and costs
of revenues are consolidated for reporting purposes, a 49% minority interest in
the two companies exists, which, in effect, reduces the allocable gross profit
by 49% or $437,679.

Operating Expenses. The Company incurred operating expenses of $725,161 in the
first quarter 2005 compared to operating expenses of $80,239 in the first
quarter 2004.

Net Income. The net Income in the first quarter 2005 was $ 60,741 compared to
the net loss in the first quarter 2004 of $ 18,917. The per share income for the
first quarter 2005 was nominal, and the per share loss for the first quarter
2004 was nominal.


LIQUIDITY AND CAPITAL RESOURCES

The Company had cash capital of $5,667,735 at the quarter ended March 31, 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 March 31, 2005 it had $5,769,093 in current assets and
current liabilities of $2,416,625.

The cash capital at the end of the period of $5,667,735 will be used to fund
continuing operations.

Net cash flows provided by operating activities increased to $138,613 for the
quarter ended March 31, 2005 from ($10,521) for the quarter ended March 31,
2004.


Changes in Financial Condition:

     At the end of the first quarter 2005 Company had assets $6,748,966 compared
to $6,447,030 at year-end 2004. The current assets totaled $5,769,093 at the end
of the first quarter 2005 compared to $5,466,574 at 2004 year-end. Total
liabilities at the end of the first quarter 2004 were $2,416,625 compared to
$2,452,522 at 2004 year-end. At March 31, 2005 the Company had $ 5,667,735 in
cash compared to $5,380,622 2004 year-end.

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, nor 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 SMS 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.

                                       6
<PAGE>

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 a year now, the
competition is very fierce in the market. The Canadian government has tighten
its budget on English training for new immigrants, which leads to reduced
government funding for Windsor, this will have negative effects to the revenue
of Windsor Education Academy. The Canadian government also adopts more strict
system to choose schools that can be funded by the government and every school
needs to re-register with the government. There is no assurance that Windsor
Education Academy will continue receiving government funding in the coming
years.

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 continue
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, nor 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 develop new business of
SMS 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.


ITEM 3.  CONTROLS AND PROCEDURES

         The Company maintains  controls and procedures  designed to ensure that
it is able to collect the  information it is required to disclose in the reports
it files with the SEC, and process,  summarize,  and disclose  this  information
within the time periods  specified in the rules of the SEC. The Company's  Chief
Executive and Chief  Financial  Officers are responsible  for  establishing  and
maintaining  these procedures and, as required by the rules of the SEC, evaluate
their effectiveness.

         Our Chief Executive Officer and Chief Financial Officer, have evaluated
the  effectiveness  of our  disclosure  controls and procedures (as such term is
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934, as amended (the  "Exchange  Act")) as of the end of the period  covered by
this report.  The evaluation  included control areas in which we intend to make,
changes to improve and enhance  controls.  Based on such  evaluation,  our Chief
Executive Officer and Chief Financial Officer have concluded that, as of the end
of such period,  our  disclosure  controls  and  procedures  were not  effective
because of a material weakness as discussed below.



                                       7
<PAGE>

Internal Control Over Financial Reporting

         The Company maintains a system of internal controls designed to provide
reasonable  assurance  that:   transactions  are  executed  in  accordance  with
management's  general or specific  authorization;  transactions  are recorded as
necessary (1) to permit  preparation of financial  statements in conformity with
generally accepted accounting principles, and (2) to maintain accountability for
assets;  access to assets is  permitted  only in  accordance  with  management's
general or specific authorization; and the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

Material Weakness in Disclosure Controls

         A material  weakness is a condition in which the design or operation of
one or more of the internal  control  components does not reduce to a relatively
low level the risk that  misstatements  caused by error or fraud in amounts that
would be  material in relation to the  financial  statements  being  audited may
occur and not be  detected  within a timely  period by  employees  in the normal
course of performing their assigned functions.


The  Securities  and  Exchange  Commission  rulemaking  for  Section  404 of the
Sarbanes-Oxley  Act of 2002,  requires that a company's  internal  controls over
financial reporting be based upon a recognized internal control framework. While
the  Company  has an  internal  controls  and  procedures  manual in place,  and
management  believes the  controls  and  procedures  are  effective,  the manual
concerning the Company's  Subsidiary,  Beijing QuickNet,  was not based upon the
recognized (COSO) internal control framework,  because we had not found one that
fit the limited scope of our operations.

These  areas were in  expenditure  approval  and  documentation  in the  Beijing
Quicknet subsidiary and in the recording and tracking of subscription revenue in
the  Beijing  Quicknet  subsidiary.  Accordingly,  we  determined  this  to be a
material weakness.

This material weakness in the Company's  disclosure  controls and procedures was
identified by management and its internal accountants after the first quarter of
2005 as they were preparing the first quarter  financial  statements for review.
This was a  precaution  to  ensure  the  Company's  foreign  operations  were in
compliance  with  all  controls  and  procedures   necessary  to  have  accurate
financials.  This  material  weakness  did not have an effect  on the  Company's
financial  statements.  Notwithstanding the discovery of such material weakness,
management continues to believe that its disclosure controls and procedures were
effective at December 31, 2004,  because during the course of the preparation of
the financial  statements  for the December 31, 2004 audit,  the Company did not
find any significant financial  discrepancies or disclosures  discrepancies from
its internal statements or quarterly statements.

                                       8

<PAGE>

Furthermore,  during the first half of the Company's fiscal year ending December
31, 2004 management  rectified this material  weakness by revising the Company's
internal  controls  and  procedures  manual  basing this  revision  upon a model
framework  created by the Committee of Sponsoring  Organizations of the Treadway
Commission (or "COSO") as is appropriate  to our  operations.  This framework is
entitled Internal Control-Integrated Framework. The COSO Framework, which is the
common shortened  title, was published in 1992 and we believe,  will satisfy the
Securities  and  Exchange   Commission   requirements  of  Section  404  of  the
Sarbanes-Oxley Act of 2002.

In order to cure the material weakness described above, the following changes in
our internal controls over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f)  under the Exchange Act) were  implemented in our manual
during our first fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting:

   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.

All changes are expected to be fully implemented by year end 2005.


         During the first half of the Company's  fiscal year ending December 31,
2005 management will be revising the Company's  internal controls and procedures
document basing this revision upon a model framework created by the Committee of
Sponsoring   Organizations  of  the  Treadway   Commission  (or  "COSO")  as  is
appropriate   to  our   operations.   This   framework   is  entitled   Internal
Control-Integrated  Framework. The COSO Framework, which is the common shortened
title,  was published in 1992 and we believe,  will satisfy the  Securities  and
Exchange  Commission  requirements of Section 404 of the  Sarbanes-Oxley  Act of
2002.

         To address this material weakness management is committed to re-writing
its internal controls and procedures  manual based upon the Treadway  Commission
report as is appropriate to our operations  during the first half of fiscal year
ending December 31, 2005.

         Except as noted above,  there have not been any changes in our internal
control over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f)  under the  Exchange  Act) during our first  fiscal  quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.


                                       9
<PAGE>

                                     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.


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

None


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None


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

None


ITEM 5.  OTHER INFORMATION

None


ITEM 6.  EXHIBITS

           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 - Sarbanes Oxley Certifications

                Exhibit 32 - Sarbanes Oxley Certifications



                                       10
<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










                                       11