UNITED STATES				SECURITIES AND EXCHANGE COMMISSION				WASHINGTON, D.C. 20549				Form 10-KSB/A				[Amendment No. 1]

(Mark one)

[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934				         For the fiscal year ended:  December 31, 2005				[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934				          For the transition period from ___________ to _____________

Commission File Number:  333-105903				CHINA PROPERTIES DEVELOPMENTS, INC				(Name of small business issuer in its charter)				Colorado                                                                                          84-1595829(State or other jurisdiction of incorporation or organization)                     (I.R.S. Employer Identification No.)				89 Chang’an Middle Road , Yangming International Tower, 26th and 27th Floors, Xi’an , China				(Address of principal executive offices)				Issuer’s telephone number: 86-29-8525-7560

Securities registered under Section 12(b) of the Exchange Act:                 NonePreferred Class “A” Shares                                                                      Not registered                                Securities registered under Section 12(g) of the Exchange Act

                 Common Shares                (Title of class)

Check 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 past 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.          YES [X]   NO [  ]				Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  [  ]  Yes  [X] No				Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]				The Company's revenues for the most recent fiscal year were $2,486,206.				The aggregate market value of the voting stock held by non-affiliates of the Company on April 13, 2006, was $9,305,130.				As of April 13, 2006 the Company had 17,325,000 issued and outstanding shares of common stock.

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**Table of Contents**

PART I....................................................................................................................................................... 3
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ITEM 1. DESCRIPTION OF BUSINESS....................................................................................... 3ITEM 2. DESCRIPTION OF PROPERTY...................................................................................... 8ITEM 3. LEGAL PROCEEDINGS.................................................................................................. 8ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................... 8

PART II..................................................................................................................................................... 8
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.. 8ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..... 8ITEM 7. FINANCIAL STATEMENTS......................................................................................... 12ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE................................................................... 36ITEM 8A. CONTROLS AND PROCEDURES............................................................................ 36ITEM 8B. OTHER INFORMATION............................................................................................ 36

PART III.................................................................................................................................................. 37
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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT........................................ 37ITEM 10. EXECUTIVE COMPENSATION................................................................................ 38ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS.............................................. 38ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................... 39ITEM 13. EXHIBITS.................................................................................................................... 40ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.............................................. 40

SIGNATURES........................................................................................................................................ 41
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EXHIBIT 31.1 - CERTIFICATIONS.............................................................................................42EXHIBIT 31.2 - CERTIFICATIONS.............................................................................................43EXHIBIT 32.1 - CERTIFICATIONS.............................................................................................44EXHIBIT 32.2 - CERTIFICATIONS.............................................................................................45EXHIBIT 14.1 - CODE OF ETHICS.............................................................................................46

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Part I
ITEM 1. DESCRIPTION OF BUSINESS

Since 1996 the management team of CPD has successfully completed eight real estate development projects with a total investment cost of over US$ 150 million.   These projects include Jiahui Office Building (204,514 sq ft) which was completed in 2000, and Century Jingdian Building covering 510,000 sq ft. which was completed in July 2000. CPD recently completed the development of Yangming International Tower (516,668 sq ft), a class-A office, commercial, and apartment building.

The Company has generally pursued the practice of dividing its completed development projects into discrete units and selling them to third party buyers to generate development income.  Going forward, CPD intends to retain majority portions of its completed projects to earn recurring leasing income and to realize asset appreciation for shareholders.

CPD, registered in Colorado, was formerly named Bangla Property Management, Inc. (“Bangla”).  In October 2005, Bangla acquired Wollaston Industrial Limited (“Wollaston”), the owner of 90.28% equity interests of Jiahui, by the issuance of 10 million shares of common stock to Wollaston’s shareholders.  Bangla’s name was subsequently changed to China Properties Developments, Inc. to better reflect the business nature of the Company.

As of December 31, 2005, the Company had 17,325,000 shares of Common Stock outstanding.   The Board of Directors recently approved the issuance of (i) 1,685,825 shares of Common Stock to retire certain debts; and (ii) 15,000,000 shares of Common Stock and 15,000,000 of Series A Preferred Stock for the purpose of acquiring not less than 90% the equity interest of Shaanxi Real Estate Co., Ltd. (“Shaanxi”). 

**Business and Marketing Strategies**

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China Properties Developments Inc. currently has several projects underway.  A description of each follows:

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**Project: Yangming International Tower**The Yangming International Tower is a high-end office building covering 516,668 sq. ft. The tower has twenty-eight floors of offices, apartments (residential or commercial use), a multi-level shopping centre and a three-level underground parking garage with 108 parking spaces. The building was ready for occupancy in October 2005. Unlike other ordinary office/apartment buildings in Xi’an, the Yangming International Tower is protected by a full range of hi-tech security and electronic networking system. Residents, tenants, or clients of this building will have access to a multi-function club located on the fifth floor. The facilities in this club include a large conference room, greenhouse, pool room, fitness room, entertainment center, and a game room.**Project: Yan-Ta Shopping Plaza**CPD is near completing the acquisition of 90% of the equity interest of Shaanxi Xinyuan Real Estate Co., Ltd. (“Shaanxi”), which recently launched the development of the Yan-Ta Shopping Plaza and Urban Park Project (the “Yan-Ta Project”) at an expected cost of US$94 million excluding interest during construction.  The Urban Park will occupy an area of approximately 18 acres.  The shopping plaza will be a below street level, 3-story  high-end shopping and entertainment complex of nearly 1.2 million square feet.  It would be artistically integrated into the Urban Park. Listed as one of Xi’an’s Key Projects for 2005/2006, the Yan-Ta Project is one of the most anticipated commercial and urban redevelopment undertakings in recent years.  The Urban Park and Yan-Ta Shopping Plaza will serve as a major leisure and shopping landmark for Xi’an and the Xiaozhai Commercial Area, one of two major commercial areas in Xi’an.

The Yan-Ta Project is expected to draw tourists visiting Xi’an and residents from primarily three southern districts -- Yan-Ta, Qu-Jiang, and Xi Gao Xin.  There are a total of 9 districts that constitute Xi’an.  The total population of these three districts is estimated to be in the vicinity of 3 million.  As home to numerous institutions of higher learning such as the prestigious Xi’an Jiaotong University, Northwest University of Political Science and Law, Xi’an Music Institute, and Xi’an Arts Institute, Yan-Ta District is known nationally as a cultural and academic center.  There are over 100,000 college

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**Phase I of Shopping Mall**Construction under Phase I commenced in December 2003.  Phase I construction is approximately 70 – 75% completed.  Occupancy is scheduled for the last quarter of 2007.  Total construction area is approximately 32,945 square meters.  The intended use will be a mix of (i) leisure, entertainment, and dining and food services (50%), (ii) movie cinema (20%), (iii) book and electronic retailers (20%), and (iv) clothing and accessories retailers (10%).

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**Phase II of Shopping Mall**With planned construction area of 75,765 square meters (815,528 sq ft), Phase II will be significantly greater than Phase I in scope and investment amount.  Development of Phase II is scheduled to commence in 2006 and ready for occupancy in 2008.

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Shaanxi controls the land for the project through a 50-year lease granted by the government.  The total costs of the land acquisition are $35,176,125.

**Corporate History**

CPD, formerly Bangla Property Management, Inc. (“Bangla”), was incorporated in the State of Colorado on June 15, 2001.  On October 14, 2005, Bangla completed a merger with Wollaston Industrial Limited (“Wollaston”), a BVI limited liability corporation.  Wollaston is the 90.28% parent and management company of Xi’an Jiahui Real Estate Co., Ltd. (“Jiahui”).  The agreement called for the acquisition by Bangla of 100% of Wollaston for 10,000,000 shares of Bangla’s common stock.  Bangla’s name was subsequently changed to China Properties Developments, Inc. to better reflect the nature of the Company’s business.    Since Jiahui is 90% owned by a foreign entity, it is considered as a foreign joint venture company in PRC.

On February 16, 2006, CPD entered into a purchase agreement to acquire not less than 90% of the outstanding common stock of Shaanxi Xinyuan Real Estate Co. Ltd. (“Shaanxi”) for $30,000,000, payable by 15,000,000 shares of Common Stock and 15,000,000 shares of Series A Convertible Preferred Stock.   Post acquisition, Shaanxi will become a foreign joint venture company similar to Jiahui.**Operating History and Properties**

Since the mid-90’s, the senior management team of the Company collectively has developed eight real estate projects totaling over $150 million in investment cost  throughout Xi’an and surrounding areas.  CPD, through Jiahui, concurrently maintains ownership of substantial portions of two major properties that it developed within the Xiaozhai Commercial Area. 

Jiahui Office Building is a 17 story high-rise office building containing 204,514 square feet of gross area.  It is one of the first major large projects of the company.  The building has 16 floors of offices, multi-level retail centre and an underground parking garage.  The building was completed for occupancy in 2000.  more than 60% of the office space in the building have been sold to date.  CPD continues to use or lease the remaining space.

The Yangming International Tower is a high-end office building covering 516,668 sq. ft. The tower has twenty-eight floors of offices, apartments (residential or commercial use), a multi-level shopping centre and a three-level underground parking garage with 108 parking spaces. The building was ready for occupancy in October 2005. Unlike other ordinary office/apartment buildings in Xi’an, the Yangming International Tower is protected by a full range of hi-tech security and electronic networking system. Residents, tenants, or clients of this building will have access to a multi-function club located on the fifth floor. The facilities in this club include a large conference room, greenhouse, pool room, fitness room, entertainment center, and a game room

**Future Projects**

The Company is actively and aggressively pursuing other real estate opportunities within Xi’an and its surrounding areas.  Currently there are three specific projects that are in various stages of negotiations and planning.

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| **Garden Villa:**                         | A 18 floor apartment building of 538,196 sq ft of built-up area in a 10 acre lot.  Subject to funding, development is scheduled to begin in early 2007 with completion expected by mid 2009.                                                                                                                                                                                                                                                                                                                 |
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| **Bali Village**                          | Covering 4.7 acres, it is envisioned to be a modern residential development with two 18-story apartment buildings with retail, commercial and parking areas.                                                                                                                                                                                                                                                                                                                                                      |
| **The Great Tang Hibiscus								Garden** | CPD is currently negotiating the acquisition of this theme park of 164 acres that was developed by the QuJiang District.  The district is located in the southeast quadrant of Xi’an.  Opened in mid 2005, the theme park is expected to generate $19 million in net profit in its first year of operation.  In addition to the theme park, the acquisition will also include 160 acres of adjoining land.  The acquisition price is expected to be in the vicinity of US$ 250 million. |

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In addition to Yan Ta Shopping Mall, CPD is currently in various stages of discussions, planning and development for the following three projects.**The Great Tang Hibiscus Garden**The Great Tang Hibiscus Garden (the “Garden”) is a 164-acre amusement and cultural park that uses the Tang Dynasty for its theme.  The Garden is located in Yan-Ta District that was constructed by the district for an investment cost of $149 million (RMB 1.19 billion).  The park has eight attractions (total construction area of over 600,000 square feet) including a hotel and a banquet hall.  The theme park was opened in 2005 and has experienced very strong park attendance. The Garden expects to generate net income of US$19 million in its first year of operation.   CPD is currently under discussions with the district government to acquire the theme park and the surrounding land of approximately 160 acres for a purchase price of US$250 million.**Garden Villa**The Company has secured an option from the Yan-Ta district government to acquire a site to develop the Garden Villa property for a projected total cost of $17.5 million (RMB 140 million).  Garden Villa lies within the Yan-Ta District and is a short walk from Yan-Ta Shopping Plaza. The project covers 10 acres with a planned 538,196 square feet of living space. A 18-floor apartment tower will have over 350 two and three bedroom residential units, with the first two floors of the tower designed for retail and commercial use. Subject of funding, development is anticipated to commence in early 2007 with occupancy scheduled for mid 2009.**Bali Village**With a total anticipated investment cost of $43.75 million (RMB 350 million), Bali Village is a project that the Company intends to develop on a land site over which it has a purchase option with the district government.  Bali Village encompasses both sides of Chang'an Road and is situated directly south of the Yan-Ta.

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Shopping Mall.  The Bali Village project covers 4.7 acres for residential development with over 1.2 million sq ft of constructed space. The 1,100 unit project will be developed in three phases: each phase will have two freestanding towers with 18 stories. Each tower has two floors of retail space and one floor of underground parking with a capacity for 500 cars.   **Relevant Real Estate Laws and Regulations**

Real estate developers may secure land from the city government by obtaining exploitation and utilization rights over land through public tendering. The maximum term for such leasehold interest ranges from 40 to 70 years depending on the purpose of use.   Leasehold interests obtained legally may be transferred, leased, and mortgaged during the leasehold period.    Joint venture companies such as Jiahui and Shananxi (post-acquisition) may participate in auctions to obtain land for development purposes.

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**Foreign Exchange Regulations**

Under China’s existing foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade, may be made in foreign currencies without government approval, except for certain procedural requirements. The Chinese government may, however, at its discretion, restrict access in the future to foreign currencies for current account transactions and prohibit the Company from converting its RMB revenue into foreign currencies.  In addition, conversion of RMB for most capital account items, including direct investments, is subject to government approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items.****

**Products and Services Offered**China Properties Developments Inc. (OTCBB:CPDV), through its majority owned subsidiaries, is primarily engaged in the acquisition and development of land holdings, and the development, sale, and rental of mixed-use residential, commercial and office properties in the City of Xi’an, the capital of Shaanxi Province in the People’s Republic of China.

We recently launched the development of The Yan-Ta Shopping Mall — a landmark regional shopping mall, urban park and entertainment complex. The urban park covers 18 acres. Below ground, a three-story shopping mall will provide 1,291,670 sq. ft. of retail and commercial space plus 2,000 parking spaces. Located in the center of the Xiaozhai district of Xi’an, the project has the full support of both the city and the district governments.

The Company’s business strategies include the following aspects:

***Concentrate on a Few Carefully Selected Geographic Markets -***The Company’s current market focus includes Xi’an and the surrounding areas where the Company is one of the leading owners and developers. CPD selects markets and sub-markets where tenants have demonstrated a preference for high-quality office buildings, retail centers and residential communities and other facilities.

***Concentrate on Activities Where High Barriers to Entry/Exist*** - The Company focuses its development expertise on those markets where the lack of available sites and the difficulty of receiving the necessary government approvals for development and the necessary financing constitute high barriers to the creation of new supply, and where skill, financial strength and diligence are required to successfully develop, finance and manage high-quality properties.

***Leverage the Skills of our Management Team -***CPD takes on complex, technically challenging projects, leveraging the skills of its management team to successfully develop, acquire or reposition properties which other organizations may not have the capacity or resources to pursue.

***Become the Landlord of Choice -***CPD concentrates on high-quality real estate designed to meet the demands of today's tenants who require sophisticated telecommunications and related infrastructure and support services, and to manage those facilities so as to become the landlord of choice for both existing and prospective clients.

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***Opportunistically Acquire Assets -***The Company will seek to acquire assets which increase the Company’s penetration in the markets where it has chosen to concentrate and which exhibit an opportunity to improve or sustain returns through property development.**Competition**China Index Research Institute said that with the recent macroeconomic adjustments and controls made by the government, the annual growth rate of the country's real estate industry will be no less than 10 percent over the next 15 years. According to the Institute, China's real estate industry will pass through three stages of development before 2020: the first phase (1993-2000) saw the industry growing at an annual rate of 13 percent; the second phase (2000-2010) is experiencing an annual growth rate of 14 percent; and the third phase (2010-2020) should see an annual growth rate of about 10 percent.				The average price of residential land in major cities in 2004 was 1,166 Yuan per square meter, an increase of 8.94 percent as compared to 2003, 6.08 percent higher than that of land for multi-purpose use, and 6.67 percent higher than that of land

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Xi’an has a land area of 9,983 square kilometers. The city’s population has grown rapidly since the beginning of the decade, increasing from 6.9 million in 2000 to 7.4 million by 2005.  Xi’an ranks Xi’an’s regional economy produced US$15.9 billion worth of gross domestic product in 2005 as compared to slightly over US$8 billion in 2000 (15% compounded annual growth rate).  Per capita disposable income has grown in parallel with economic production.  Urban resident per capita disposable income grew from slightly less than US$ 800 in 2000 to over US$1,200.

Xi’an is located at the jointing area of the middle and western areas of China and the transportation hub linking southwest, middle and eastern China. It is also the largest central city along the Euro-Asian Land transportation network - Longhai-Lanxin section, and plays an important strategic role in the economic layout of the country. This strategic location has made Xi’an the largest distribution centre in the northwest China.

Compared with other urban centers in China, Xi’an has competitive advantages in five sectors: (i) high technologies due to the unusually large number of private and public universities, behind only Beijing and Shanghai, (ii) equipment manufacturing, (iii) service, (iv) cultural and (v) tourism.

In recent years, Xi’an has witnessed significant growth in activities in supply and demand in its real estate sector.  In 2004, over 161 million sq ft (11.4%  year on year increase) were constructed of which 22.5 million sq ft (9.8% increase) were in commercial spaces.

Xi’an is known for its historical and cultural importance.  It served as the capital city for thirteen dynasties -- Xizhou, Qin, Xihan, Xin, Donghan, Xijin, Qianzhao, Qianqin, Houqin, Xiwei, Beizhou, Sui and Tang.  From the 11th century BC to 9th century AD, Xi’an was the political, economic and cultural centre of China.  Because of its rich, ancient history, Xi’an has become one of the nation's most important tourist destinations (over 21 million visitors in 2004). Perhaps the most famous tourist attraction in Xi’an is the nearby tomb of Emperor Qin Shi Huang, who in 221 BC united China under a single kingdom.  Near his tomb, archaeologists discovered burial pits with tens of thousands of clay statutes of soldiers and horses (Terra-Cotta Army). Since the discovery in early ‘90s, the site has become a world-famous attraction visited by thousands of visitors each year.

After the establishment of the People’s Republic of China, Xi’an rapidly became an important city for national defense industries, scientific research and higher education.  Xi’an has been the capital city of Shaanxi Province since 1954 and is now categorized as a sub-provincial city under which there are nine districts including Yanta, Xi Gao Xin, and QuJiang Districts.

Yet the real estate market in Xi’an lags well behind demand. In 2004, demand for commercial and residential space was about 150 million square feet, but only 43 million square feet were constructed or approved by the government. Furthermore, Xi’an expects the real estate industry to continue to grow. In 2004, Xi’an's demand for commercial and residential space was approximately 150 million sq ft., however, there was only 43 million sq. ft. in supply that were constructed or government approved. Of this 43 million sq ft. supply, residential takes 37 million sq ft. Residential space per person in Xi’an took 108.7 sq ft in 2000 and 121.6 in 2001. It increased only about 12% during 2000-2001. However, the demand for residential space will rise to 161.4 sq ft per person in 2005 by forecast, which means a big jump for Xi’an real estate market, while still well below 219.6 national average forecast for 2005 (national average was 112 in 2000). For

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**ITEM 2. DESCRIPTION OF PROPERTY****ITEM 3. LEGAL PROCEEDINGS****ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**Part II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
**ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

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Since 1996 our management team has successfully completed eight real estate development projects with a total investment cost of over US$ 150 million.   These projects include Jiahui Office Building (204,514 sq ft) which was completed in 2000, and Century Jingdian Building covering 510,000 sq ft. which was completed in July 2000. We recently completed the development of Yangming International Tower (516,668 sq ft), a class-A office, commercial, and apartment building.

The Company has generally pursued the practice of dividing its completed development projects into discrete units and selling them to third party buyers to generate development income.  Going forward, we intend to retain majority portions of our completed projects to earn recurring leasing income and to realize asset appreciation for shareholders.

The Company, incorporated in the State of Colorado, was formerly named Bangla Property Management, Inc. (“Bangla”).  In October 2005, Bangla acquired Wollaston Industrial Limited (“Wollaston”), the owner of 90.28% equity interests of Jiahui, by the issuance of 10 million shares of common stock to Wollaston's shareholders.  Bangla's name was subsequently changed to China Properties Developments, Inc. to better reflect the business nature of the Company.**Results of Operations**

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Revenues were $4,500,000 for the year ended December 31, 2005 compared to no revenues for the year ended December 31, 2004.  The revenues were due to sales of condominium units and office space in the Yangming Building for which there were no comparable revenue items in 2004. 

Gross profit, defined as sales less cost of sales, was $1,128,000 for the year ended December 31, 2005, compared to no gross profit for the year ended December 31, 2004.

We also achieved rental income of $218,000 for the year ended December 31, 2005, compared to rental income of $226,000 for the year ended December 31, 2004. 

Our operating expenses were $927,000 for the year ended December 31, 2005 compared to operating expenses of $1,143,000 for the year ended December 31, 2004.  Operating expenses decreased primarily as a result of a decrease in general and administrative expenses for 2005 compared to the prior year as well as a decrease in bad debt expense recognized in 2005 compared to 2004.  General and administrative expenses were $397,000 for the year ended December 31, 2005, compared to $429,000 for the year ended December 31, 2004.  We recognized a bad debt expense of $100 for the year ended December 31, 2005 compared to a bad debt expense of $381,000 for the year ended December 31, 2004.

Cost of sales consist of costs such as construction and labor costs.  Cost of sales were $3,383,000 for 2005 while there were no cost of sales for 2004.  

Depreciation is calculated on a straight-line basis over the estimate their estimated useful lives.  The property, plant and equipment used in operations is being depreciated in a Straight Line method over the useful life of the assets.  The percentages applied are: machinery and equipment 20%; vehicles 20%; and, leasehold improvements 20%. Depreciation expense charged to operations was $177,000 for the year ended December 31, 2005 compared to $202,000 for the year ended December 31, 2004.**Operations Outlook**

During the next twelve months, we intend to continue to make efforts to sell and lease the remaining spaces of Jiahui Office Building and Yangming International Tower.   We currently have 30 employees.  Our Chief Executive Officer, our Chief Financial Officer and our General Manager manage the daily operations of the corporation. We believe our strategic business plan will allow us to grow more profitability over the next twelve months and we will continue to modify our efforts to meet this goal as opportunities arise. At this time we have intention to acquire Shaanxi Xinyuan Real Estate Co. Ltd for $30,000,000 of the Company’s common and preferred stock. 				We cannot predict with certainty what revenues we can expect during the next twelve months, and we believe that we probably will have enough revenue, when added to our cash on hand, to pay our operating expenses for the next twelve 

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**Liquidity and Capital Resources**On December 31, 2005, we had a working capital deficit of $3,845,000 and a stockholders’ deficit of $2,623,000.  Also, at December 31, 2005, we had cash of $615,000, total assets of $30,188,000 and total liabilities of $29,444,000.				We have funded the growth of our business through a combination of available cash and cash equivalents, and cash flows generated from operations. In addition, we have been able to obtain short-term, long-term and mortgage loans to support the growth of our business.  At December 31, 2005, we had short-term bank loans of $5,766,000 and other short-term loans of $744,000.  Such short-term bank loans have maturity dates ranging from December 2, 2005 (which loan was paid off in January 2006) to November 4, 2006.  The other short-term loans have maturity dates ranging from March 26, 2006 to July 5, 2006.  At December 31, 2005, we had long-term bank loans of $4,328,000 and mortgage loans of $2,338,000.  Such long-term bank loans are with two financial institutions and have maturity dates of October 28, 2008 and December 29, 2008.  The mortgage loans (which are obtained by us on our construction in progress) have maturity dates ranging from March 14, 2012 to January 13, 2035.  Unless cash flows from operations will be sufficient to support our needs in the future, it may be necessary for us to continue to obtain short-term, long-term and mortgage loans.  No assurance can be given that we will be able to obtain such loans on terms acceptable to the Company.  

Net cash used in operating activities was $2,074,000 for the year ended December 31, 2005 which was primarily the result of net income of $420,000, together with an increase in accounts payable and accrued expenses of $3,404,000, offset by an increase in real estate project costs in the Yangming Building of $4,219,000, an increase in advances to officers of $479,000 and a decrease in deferred revenue of $1,640,000.  This compares to net cash used by operating activities for the year ended December 31, 2004 of $1,229,000 which was primarily the result of a decrease in deferred revenue of $7,165,000 offset by a net loss of $917,000 and an increase in real estate project costs of the Yangming Building of $5,841,000. 

Net cash used by investing activities for the year ended December 31, 2005 was $3,367,000 compared to $62,000 for the year ended December 31, 2004 which change was primarily due to payments for construction in the Yangming Building of $500,000 and loans to related parties of $2,885,000 in 2005 compared to the pay back of loans to related parties of $1,151,000 in 2004 offset by the purchase of a long-term investment of $362,000 and payments for construction in the Yangming Building of $722,000 in 2004.

For the year ended December 31, 2005, we obtained $5,879,000 from financing activities, which was primarily the result of long-term loans of $4,328,000, mortgage loans of $2,067,000, proceeds from notes payable of $2,542,000, other short-term loans of $744,000, loans from related parties of $433,000 offset by an increase in restricted cash to secure loans of $2,795,000.  For the year ended December 31, 2004, we had net cash used by financing activities of $1,395,000 which was primarily due to pay back of loans from related parties of $2,041,000 offset by mortgage loans of $376,000, loans from officers of $357,000 and other short-term bank loans of $181,000.

We acknowledge, based on currently proposed plans and assumptions relating to our operations, that our current cash, together with projected cash flows from operations and projected revenues,  may not be sufficient to satisfy our contemplated cash requirements for the next twelve months.				Although we believe we are adequately capitalized, based on the risk factors for a company at our stage of development, we acknowledge we may need to raise additional capital within the next twelve months.  If cash generated from operations are insufficient to meet our long-term liquidity needs, we may need to raise additional funds or seek other financing arrangements.  In this regard, we expect that we will be able to obtain short-term and long-term loans like we have obtained in the past.  However, there can be no assurance that any such additional funding (including short-term or long-term loans) will be available on favorable terms or at all.**Other Information - Certain Relationships and Related Transactions**To date, several related party transactions have taken place.  We believe that any transactions between us and our officers, directors, principal stockholders, affiliates or advisors have been or will be on terms no less favorable to us than those reasonably obtainable from third parties.  As of December 31, 2005, there were advances to officers outstanding of $505,000, advances to employees outstanding of $1,000, and loans due from other related parties of $3,357,000.  As of 

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December 31, 2005, there was $2,356,000 due to related parties and $642,000 due to officers.  Such advances to officers and advances to employees are advances to officers and employees who are working on projects on behalf of the Company.  After the work is finished, they will submit expense reports and supporting documents to the accounting department.  Then, the expenses are debited into the relevant accounts and advances are credited out.  Loans from and to related parties represent temporary short-term loans from/to affiliates which are majority owned and controlled by directors of the Company.  These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand.  Amounts due to officers are temporary short-term loans from our officers to finance the Company’s operation due to lack of cash resources.				The Company leases office and retail space to an affiliate Shaanxi Jiahui Hantang Book Publishing Co., Ltd.  The lease period is from January 1, 2003 to December 31, 2007.  The rent is $192,100 per year and the rent is payable semi-annually.  As of December 31, 2005, the Company is not owed rents from the affiliate.**Recent Accounting Pronouncements**The following is disclosure regarding recent accounting pronouncements and their effect or potential effect on the Company’s financial statements.				The Company adopted Statement of Position No. 98-5 (SOP 98-5), Reporting the Costs of Start-Up Activities. SOP 98-5 requires that all non-governmental entities expense the cost of start-up activities, including organizational costs as those costs are incurred.				The Company adopted Statement of Financial Accounting Standards (FAS) No. 130, Reporting Comprehensive Income. FAS No.130 requires that the components and total amounts of comprehensive income be displayed in the financial statements. Comprehensive income includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities. The Company’s components of comprehensive income (loss) consist of a net loss.				In December 1999, The United States Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 101 (“SAB 101”), “Revenue Recognition in Financial Statements.”  SAB 101 summarized certain of the SEC’s views regarding the application of generally accepted accounting principles to revenue recognition in financial statements. In June 2000, the SEC amended SAB 101 to require companies with fiscal years beginning after December 15, 1999 to implement the provisions of SAB 101 no later than the fourth fiscal quarter. The Company adopted the provisions of SAB 101 at its inception. The Company does not believe that the adoption has any material effect on its financial statements.**Off-Balance Sheet Arrangements**The Company has no off-balance sheet arrangements as defined in Item 303(c) of Regulation S-B.

11

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**ITEM 7. FINANCIAL STATEMENTS**

CHINA PROPERTIES DEVELOPMENTS, INC.				FINANCIAL STATEMENTS				with				REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM				December 31, 2005

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|                                                                                                                                                 | Page        |
|-------------------------------------------------------------------------------------------------------------------------------------------------|-------------|
|                                                                                                                                       |             |
| Report of Independent Registered Public Accounting Firm                                                                                         | F-2         |
|                                                                                                                                       |             |
| Consolidated Financial Statements:                                                                                                              |             |
|                                                            |             |
|                 Consolidated Balance Sheets                          | F-3         |
|                                                                                                                                       |             |
|                 Consolidated Statements of Operations                | F-4         |
|                                                                                                                                       |             |
|                 Consolidated Statement of Stockholders’ Equity | F-5         |
|                                                                                                                                       |             |
|                 Consolidated Statements of Cash Flows                | F-6         |
|                                                                                                                                  |             |
|                 Notes to Consolidated Financial Statements           | F-7 to F-18 |
|                                                                                                                                       |             |
|                                                                                                                                       |             |

F-1

12

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| *KEMPISTY & COMPANY*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *CERTIFIED PUBLIC ACCOUNTANTS, P.C.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212) 513-1930*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| INDEPENDENT AUDITOR'S REPORT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Board of Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| China Properties Developments, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| We have audited the accompanying consolidated balance sheet of China Properties Developments, Inc. as of December 31, 2005 and the related consolidated statements of operations, changes in shareholders' equity and cash flows for each of the years in the two years then ended.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| As discussed in Note 1 to the consolidated financial statements, the accompanying consolidated balance sheet as of December 31, 2005, and the related consolidated statements of operations, cash flows, and shareholders' equity for the years ended December 31, 2005 and December 31, 2004 have been restated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of China Properties Developments, Inc. as of December 31, 2005 and the results of its operations and its cash flows for each of the years in the two years then ended in conformity with accounting principles generally accepted in the United States of America.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Kempisty & Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Certified Public Accountants PC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| New York, New York                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| March 13, 2006 (Except for Note 1, August 24, 2006)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

******

**

F-2

13

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| **CHINA PROPERTIES DEVELOPMENTS, INC.**                                                                                             |
|-------------------------------------------------------------------------------------------------------------------------------------|
| **(Formerly Bangla Property Management, Inc.) and Subsidiaries**                                                                    |
| **CONSOLIDATED BALANCE SHEET**                                                                                                      |
|                                                                                                                                     |  | December 31, |
|                                                                                                                                     |  | 2005 |
|                                                                                                                                     |  | (Restated) |
| ASSETS                                                                                                                              |  |  |
| Current Assets:                                                                                                                     |  |  |
|      Cash                                                                                                       | $ |            614,871 |
|      Prepaid expenses                                                                                           |  |                5,720 |
|      Real Estate Project Cost-Yangming Building (Note 4)                                                        |  |       14,449,778 |
|      Advance to Officers (Note 5)                                                                               |  |            505,401 |
|      Advance to employees (Note 5)                                                                              |  |                1,116 |
|      Loans to related parties (Note 5)                                                                          |  |         3,357,126 |
|                                                                                                                                     |  |  |
|           Total current assets                                                         |  |       18,934,012 |
|                                                                                                                           |  |  |
| Fixed Assets, net (Note 6)                                                                                                          |  |         7,064,319 |
|                                                                                                                           |  |  |
| Long-term Investment (Note 7)                                                                                                       |  |            353,400 |
|                                                                                                                           |  |  |
| Other assets                                                                                                                        |  |  |
|      Restricted cash                                                                                            |  |         3,735,337 |
|      Security deposit                                                                                           |  |            101,015 |
|                                                                                                                                     |  |  |
|            Total other assets                                                     |  |         3,836,352 |
|                                                                                                                                     |  | ============= |
|                                                                                                                           |  |  |
|           Total Assets                                                                 | $ |       30,188,083 |
|                                                                                                                           |  |  |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                |  |  |
| Current Liabilities:                                                                                                                |  |  |
|      Bank Loans (Note 9)                                                                                        | $ |         5,766,000 |
|      Short-term Loans (Note 10)                                                                                 |  |            744,000 |
|      Current portion of mortgage loans (Note 11)                                                                |  |            104,706 |
|      Accounts payable and accrued expenses                                                                      |  |         4,951,903 |
|      Notes payable (Note 12)                                                                                    |  |            186,000 |
|      Notes payable to a related party (Note 5)                                                                  |  |         2,356,000 |
|      Taxes payable                                                                                              |  |              98,671 |
|      Bank loan interest payable                                                                                 |  |            184,478 |
|      Deferred revenue                                                                                           |  |         6,458,648 |
|      Customer security deposit                                                                                  |  |                1,649 |
|      Due to officers                                                                                            |  |            641,696 |
|      Due to related parties (Note 5)                                                                            |  |         1,285,272 |
|                                                                                                                                     |  |  |
|           Total Current Liabilities                                                    |  |       22,779,023 |
|                                                                                                                           |  |  |
| Long-term Liabilities                                                                                                               |  |  |
|      Mortgage Loans (Note 11)                                                                                   |  |         2,337,964 |
|      Long-term Bank Loans (Note 9)                                                                              |  |         4,327,600 |
|                                                                                                                                     |  |  |
|           Total Long-term Liabilities                                                  |  |         6,665,564 |
|                                                                                                                           |  |  |
| Participating interest (Note 13)                                                                                                    |  |         3,366,836 |
|                                                                                                                           |  |  |
| Minority interest                                                                                                                   |  |                     -   |
|                                                                                                                           |  |  |
| Stockholders' Equity:                                                                                                               |  |  |
|      Common stock, no par value, 100,000,000 shares authorized;                                                 |  |  |
|             17,325,000 shares issued and outstanding as of December 31, 2005 |  |            173,250 |
|      Additional Paid-in capital                                                                                 |  |         2,858,582 |
|      Retained earnings                                                                                          |  |       (5,583,005) |
|      Accumulated comprehensive income                                                                           |  |            (72,167) |
|                                                                                                                                     |  |  |
|         Stockholders' Equity                                                                     |  |       (2,623,340) |
|                                                                                                                                     |  |  |
| Total Liabilities and Stockholders' Equity                                                                                          | $ |       30,188,083 |
|                                                                                                                                     |  | ============= |
| **See Notes to Financial Statements								F-3**                                                                                    |

14

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| **CHINA PROPERTIES DEVELOPMENTS, INC.**                                                            |
|----------------------------------------------------------------------------------------------------|
| **(Formerly Bangla Property Management, Inc.) and Subsidiaries**                                   |
| **CONSOLIDATED STATEMENTS OF OPERATIONS**                                                          |
|   						
****                                                                            | **** | **** | **** | **** |
|                                                                                          |  |  |  |  |
|                                                                                                    |  | For the Year Ended |
|                                                                                                    |  | December 31, |
|                                                                                                    |  | 2005 |  | 2004 |
|                                                                                                    |  | (Restated) |  | (Restated) |
|                                                                                          |  |  |  |  |
| Revenues                                                                                           |  |  |  |  |
|      Sales of condominium units                                                |  |  |  |  |
|            and office space in Yangming Building | $ |         4,510,328 | $ |                     -   |
|      Cost of sales                                                             |  |         3,382,746 |  |                     -   |
|                                                                                                    |  |  |  |  |
|           Gross Profit                                |  |         1,127,582 |  |                     -   |
|                                                                                          |  |  |  |  |
|      Rental Income                                                             |  |            218,289 |  |            225,567 |
|                                                                                          |  |  |  |  |
| Operating Expenses                                                                                 |  |  |  |  |
|      Sales Taxes                                                               |  |            275,393 |  |              44,183 |
|      Selling expenses                                                          |  |              28,185 |  |              86,210 |
|      Depreciation                                                              |  |            176,996 |  |            201,734 |
|      Professional fees                                                         |  |              49,492 |  |                     -   |
|      Bad debt expense                                                          |  |                   147 |  |            381,479 |
|      General and administrative                                                |  |            396,507 |  |            429,147 |
|                                                                                                    |  |  |  |  |
|           Total Operating Expenses                    |  |            926,720 |  |         1,142,753 |
|                                                                                          |  |  |  |  |
| Income (Loss) from Operation                                                                       |  |            419,151 |  |          (917,186) |
|                                                                                          |  |  |  |  |
| Other Income (Expense)                                                                             |  |                   978 |  |                     -   |
|                                                                                                    |  |  |  |  |
|                                                                                          |  |  |  |  |
| Income (Loss) before provision                                                                     |  |  |  |  |
|     for Income Tax                                                                  |  |            420,129 |  |          (917,186) |
|                                                                                          |  |  |  |  |
| Provision for Income Tax                                                                           |  |                     -   |  |                     -   |
|                                                                                                    |  |  |  |  |
|                                                                                          |  |  |  |  |
| Income before Minority Interest                                                                    |  |            420,129 |  |          (917,186) |
|                                                                                          |  |  |  |  |
| Minority Interest                                                                                  |  |                     -   |  |                     -   |
|                                                                                                    |  |  |  |  |
|                                                                                          |  |  |  |  |
| Net Income                                                                                         |  |            420,129 |  |          (917,186) |
|                                                                                          |  |  |  |  |
| Other Comprehensive Income (Loss)                                                                  |  |  |  |  |
|     Effects of Foreign Currency Conversion                                          |  |                   301 |  |                     -   |
|                                                                                                    |  |  |  |  |
|                                                                                          |  |  |  |  |
| Comprehensive Income (Loss)                                                                        | $ |            420,430 | $ |          (917,186) |
|                                                                                                    |  | ============= |  | ============= |
|                                                                                          |  |  |  |  |
| Basic and fully diluted earnings (loss) per share                                                  | $ |                  0.02 | $ |                (0.05) |
|                                                                                                    |  | ============= |  | ============= |
|                                                                                          |  |  |  |  |
| Weighted average shares outstanding                                                                |  |       17,325,000 |  |       17,325,000 |
|                                                                                                    |  | ============= |  | ============= |
|                                                                                          |  |  |  |  |
| **See Notes to Financial Statements.**                                                             |
| **F-4**                                                                                            |

15

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| **CHINA PROPERTIES DEVELOPMENTS, INC.**                          |
|------------------------------------------------------------------|
| **(Formerly Bangla Property Management, Inc.) and Subsidiaries** |
|   						
****                                          |  |  |  |  |  |  |  |  |  |  |  |
| **CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY**   |
|   						
****                                          |  |  |  |  |  |  |  |  |  |  |  |
| **FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004**               |
| **(Restated)**                                                   |
|                                                        |  |  |  |  |  |  |  |  |  |  |  |
|                                                        |  |  |  |  |  |  |  |  | Accumulated |  |  |
|                                                                  | Common Stock |  | Additional |  |  |  | Other |  |  |
|                                                                  | Par Value |  | Paid-in |  | Accumulated |  | Comprehensive |  |  |
|                                                                  | Shares |  | Amount |  | Capital |  | Deficit |  | Income |  | Totals |
|                                                                  |  |  |  |  |  |  |  |  |  |  |  |
|                                                        |  |  |  |  |  |  |  |  |  |  |  |
| Balances at                                                      |  |  |  |  |  |  |  |  |  |  |  |
|   January 1, 2004                                           |   7,325,000 | $ |   30,525 | $ | 1,379 | $ |        (17,195) | $ |                -   | $ |         14,709 |
|                                                        |  |  |  |  |  |  |  |  |  |  |  |
| Reverse merger adjustment                                        |   10,000,000 |  |      142,725 |  | 2,857,203 |  |    (5,068,753) |  |  |  |   (2,068,825) |
|                                                        |  |  |  |  |  |  |  |  |  |  |  |
| Net income                                                       |                  -   |  |                -   |  | -   |  |       (917,186) |  |                -   |  |      (917,186) |
|                                                                  |  |  |  |  |  |  |  |  |  |  |  |
| Balances at                                                      |  |  |  |  |  |  |  |  |  |  |  |
|   December 31, 2004                                         |   17,325,000 |  |      173,250 |  | 2,858,582 |  |    (6,003,134) |  |                -   |  | (2,971,302) |
|                                                        |  |  |  |  |  |  |  |  |  |  |  |
| Net income                                                       |                  -   |  |                -   |  | -   |  |        420,129 |  |                -   |  |       420,129 |
|                                                        |  |  |  |  |  |  |  |  |  |  |  |
| Accumulated effects on                                           |  |  |  |  |  |  |  |  |  |  |  |
|   foreign currency conversion                               |                  -   |  |                -   |  | -   |  |                  -   |  |       (72,167) |  |        (72,167) |
|                                                                  |  |  |  |  |  |  |  |  |  |  |  |
|                                                        |  |  |  |  |  |  |  |  |  |  |  |
| Balances at                                                      |  |  |  |  |  |  |  |  |  |  |  |
|   December 31, 2005                                         | 17,325,000 | $ | 173,250 | $ | 2,858,582 | $ |   (5,583,005) | $ |       (72,167) | $ |   (2,623,340) |
|                                                                  | ========= |  | ========= |  | ========= |  | ========== |  | =========== |  | ========= |
|                                                                  |  |  |  |  |  |  |  |  |  |  |  |

**See Notes to Financial Statements.					F-5**

16

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| **CHINA PROPERTIES DEVELOPMENTS, INC.**                           |
|-------------------------------------------------------------------|
| **(Formerly Bangla Property Management, Inc.) and Subsidiaries**  |
| **CONSOLIDATED STATEMENTS OF CASH FLOWS**                         |
|                                                         |  |  |  |  |
|                                                                   |  | For the Year Ended |
|                                                                   |  | December 31, |
|                                                                   |  | 2005 |  | 2004 |
|                                                                   |  | (Restated) |  | (Restated) |
| Operating Activities                                              |  |  |  |  |
| Net income (loss)                                                 | $ |             420,129 | $ |       (917,186) |
| Adjustments to reconcile net income (loss) to                     |  |  |  |  |
|    net cash provided (used) by operating activities:    |  |  |  |  |
| Depreciation                                                      |  |             176,996 |  |         201,734 |
| Changes in operating assets and liabilities:                      |  |  |  |  |
| (Increase) decrease in accounts receivable                        |  |                       -   |  |         201,125 |
| (Increase) decrease in prepaid expense                            |  |               46,678 |  |           43,108 |
| (Increase) decrease in real estate project cost-Yangming Building |  |         (4,218,856) |  |    (5,841,333) |
| (Increase) decrease in advance to officers                        |  |            (478,970) |  |         419,691 |
| (Increase) decrease in advance to employees                       |  |               12,956 |  |         (13,349) |
| (Increase) decrease in security deposit                           |  |              (15,280) |  |           10,267 |
| Increase (decrease) in Accounts payable and accrued expenses      |  |          3,404,122 |  |         (14,227) |
| Increase (decrease) in Taxes payable                              |  |               33,573 |  |         (25,978) |
| Increase (decrease) in bank loan interest payable                 |  |             184,478 |  |                  -   |
| Increase (decrease) in Deferred revenue                           |  |         (1,640,387) |  |      7,164,765 |
| Increase (decrease) in customer security deposit                  |  |                      83 |  |              (109) |
|                                                                   |  |  |  |  |
| Net cash provided (used) by operating activities                  |  |         (2,074,478) |  |      1,228,508 |
|                                                         |  |  |  |  |
| Investing Activities                                              |  |  |  |  |
| Purchase of long-term investment                                  |  |                       -   |  |       (362,450) |
| Dividend from long-term investment                                |  |               18,000 |  |                  -   |
| Payments for construction of                                      |  |                       -   |  |                  -   |
|       25th-27th floors of Yangming       |  |            (499,556) |  |       (721,963) |
| Purchase of fixed assets                                          |  |                       -   |  |           (5,013) |
| Loans to related parties                                          |  |         (2,885,024) |  |                  -   |
| Payback of loans to related parties                               |  |                       -   |  |      1,151,211 |
|                                                                   |  |  |  |  |
| Net cash (used) by investing activities                           |  |         (3,366,580) |  |           61,785 |
|                                                         |  |  |  |  |
| Financing Activities                                              |  |  |  |  |
| Short-term loans from banks                                       |  |                       -   |  |         181,225 |
| Repayment on Short-term loans                                     |  |         (1,543,410) |  |                  -   |
| Other short-term loans                                            |  |             744,000 |  |                  -   |
| Long-term loans                                                   |  |          4,327,600 |  |                  -   |
| Mortgage loans                                                    |  |          2,066,735 |  |         375,935 |
| Proceeds from notes payable                                       |  |          2,542,000 |  |                  -   |
| Increase in restricted cash to secure loans                       |  |         (2,795,074) |  |       (267,941) |
| Loans from officers                                               |  |             103,775 |  |         356,812 |
| Loans from related parties                                        |  |             433,127 |  |                  -   |
| Payback of Loans from related parties                             |  |                       -   |  |    (2,040,620) |
|                                                                   |  |  |  |  |
| Net cash provided (used) by financing activities                  |  |          5,878,753 |  |    (1,394,589) |
|                                                         |  |  |  |  |
| Increase (decrease) in cash                                       |  |             437,695 |  |       (104,296) |
| Effects of exchange rates on cash                                 |  |                 5,315 |  |                  -    |
| Cash at beginning of period                                       |  |             171,861 |  |         276,157 |
|                                                                   |  |  |  |  |
| Cash at end of period                                             | $ |             614,871 | $ |         171,861 |
|                                                                   |  | ============= |  | ============= |
|                                                         |  |  |  |  |
| Supplemental Disclosures of Cash Flow Information:                |  |  |  |  |
|    Cash paid (receive) during year for:                 |  |  |  |  |
|        Interest                     | $ |             626,935 | $ |         574,494 |
|                                                                   |  | ============= |  | ============= |
|        Income taxes                 | $ |                       -   | $ |                  -   |
|                                                                   |  | ============= |  | ============= |
|                                                         |  |  |  |  |
| **See Notes to Financial Statements.**                            |
| **F-6**                                                           |
|                                                                   |  |  |  |  |

17

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| **CHINA PROPERTIES DEVELOPMENTS, INC.**                          |
|------------------------------------------------------------------|
| **(Formerly Bangla Property Management, Inc.) and Subsidiaries** |
| **NOTES TO FINANCIAL STATEMENTS**                                |
| **December 31, 2005**                                            |
|                                                        |  |  |  |  |  |  |  |  |  |
|                                                        |  |  |  |  |  |  |  |  |  |
| **Note 1-**                                                      | **RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS** |  |  |
|                                                        |  |  |  |  |  |  |  |  |  |
|                                                                  | The Company’s previously issued financial statements were reviewed by the United States Securities and Exchange Commission (the "Commission"). During the course of the Commission’s  review, the Commission issued comment letters to which we provided responses and amended our financial statements per such comments.  Management also believes such restatements reflect corrections of errors and omissions of material disclosures in the historical financial statements, in accordance with US GAAP. |
|                                                                  |
|                                                                  |
|                                                                  |
|                                                                  |
|                                                        |  |  |  |  |  |  |  |  |  |
|                                                                  | In the previously issued report, we recognized revenue from the sales of condominium units and office space as we received payments from buyers. Since these condominium and office space were still under construction, we now have concluded that we should recognize revenue when we deliver the condominium units and office space to buyers.  Also, the cost of sales should change to reflect the changes in revenue.  Accordingly, we restated the revenue from sales of condominium units and office space from $2,486,206 to $4,510,328 for the fiscal year ended December 31, 2005; and from $7,694,084 to 0 for the fiscal year ended December 31, 2004.  Cost of sales were restated from $2,012,369 to $3,382,746 for the fiscal year ended December 31, 2005, and from $6,074,276 to 0 for the fiscal year ended December 31, 2004. |
|                                                                  |
|                                                                  |
|                                                                  |
|                                                                  |
|                                                                  |
|                                                                  |
|                                                                  |
|                                                        |  |  |  |  |  |  |  |  |  |
|                                                                  | In the previously issued report, we recognized rental income when we received the rent from the tenants.  We now have concluded that we should recognize rental income monthly in accordance with provisions of the lease.  Accordingly, we restated the rental income from $169,390 to $218,289 for the fiscal year ended December 31, 2005. |
|                                                                  |
|                                                                  |
|                                                                  |
|                                                        |  |  |  |  |  |  |  |  |  |
|                                                                  | These adjustments resulted in a cumulative net reduction of $1,223,905 in the Shareholders' equity as of December 31, 2005.    |
|                                                                  |
|                                                        |  |  |  |  |  |  |  |  |  |
|                                                                  | The following tables present the impact of the adjustments and restatements on a condensed basis: |
|                                                        |  |  |  |  |  |  |  |  |  |

F-7

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18

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| **CHINA PROPERTIES DEVELOPMENTS, INC.**                          |
|------------------------------------------------------------------|
| **(Formerly Bangla Property Management, Inc.) and Subsidiaries** |
| **NOTES TO FINANCIAL STATEMENTS**                                |
| **December 31, 2005**                                            |
|                                                                  |  |  |  |  |  |
| **Note 1-**                                                      | **RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)** |
|                                                        |  |  |  |  |  |
|                                                                  |  |  | Amount Previously  |  |
|                                                                  |  |  | Reported |  | As Adjusted  |
|                                                                  | Year ended December 31, 2005 |  |  |  |  |
|                                                                  | Balance Sheet |  |  |  |  |
|                                                                  |     Cash | $ |        614,871 | $ |        614,871 |
|                                                                  |     Prepaid expenses |  |        203,547 |  |            5,720 |
|                                                                  |     Inventory |  |     9,546,722 |  |   14,449,778 |
|                                                                  |     Due from related parties |  |     3,882,313 |  |     3,863,643 |
|                                                                  |      Fixed assets |  |     3,556,466 |  |     7,064,319 |
|                                                                  |      Long-term investment |  |        353,400 |  |        353,400 |
|                                                                  |     Other assets |  |     3,836,353 |  |     3,836,352 |
|                                                                  |      Bank Loans |  |     5,766,000 |  |     5,766,000 |
|                                                                  |      Short-term Loans |  |        744,000 |  |        744,000 |
|                                                                  |      Current portion of mortgage loans |  |        105,551 |  |        104,706 |
|                                                                  |      Accounts payable and accrued expenses |  |     1,716,761 |  |     4,951,903 |
|                                                                  |      Notes payable |  |     2,542,000 |  |        186,000 |
|                                                                  |      Notes payable to a related party |  |                  -   |  |     2,356,000 |
|                                                                  |      Taxes payable |  |        421,604 |  |          98,671 |
|                                                                  |      Bank loan interest payable |  |                  -   |  |        184,478 |
|                                                                  |      Deferred revenue |  |                  -   |  |     6,458,648 |
|                                                                  |      Customer security deposit |  |            1,649 |  |            1,649 |
|                                                                  |      Due to officers |  |        665,163 |  |        641,696 |
|                                                                  |      Due to related parties |  |     1,399,724 |  |     1,285,272 |
|                                                                  |      Mortgage loans |  |     2,336,219 |  |     2,337,964 |
|                                                                  |      Long-term bank loans |  |     4,327,600 |  |     4,327,600 |
|                                                                  |      Participating interest |  |     3,366,836 |  |     3,366,836 |
|                                                                  |      Shareholders' equity |  |    (1,399,435) |  |    (2,623,340) |
|                                                                  | Year ended December 31, 2005 |  |  |  |  |
|                                                                  | Statement of operations |  |  |  |  |
|                                                                  |     Revenues | $ |     2,655,596 |  $  |     4,729,595 |
|                                                                  |     Costs and expenses |  |     2,533,221 |  |     4,309,466 |
|                                                                  |     Income (loss) from operations |  |        122,375 |  |        420,129 |
|                                                                  |     Other comprehensive income (loss) |  |         (37,325) |  |               301 |
|                                                                  |     Comprehensive income (loss) |  |          85,050 |  |        420,430 |
|                                                                  |     Basic income (loss) per share |  |              0.00 |  |              0.02 |
|                                                                  |     Diluted loss per share |  |              0.00 |  |              0.02 |
|                                                                  | Year ended December 31, 2004 |  |  |  |  |
|                                                                  | Statement of operations |  |  |  |  |
|                                                                  |     Revenues | $ |     7,919,651 |  $  |        225,567 |
|                                                                  |     Costs and expenses |  |     7,861,766 |  |     1,142,753 |
|                                                                  |     Income (loss) from operations |  |          57,885 |  |       (917,186) |
|                                                                  |     Other comprehensive income (loss) |  |                  -   |  |                  -   |
|                                                                  |     Comprehensive income (loss) |  |          57,885 |  |       (917,186) |
|                                                                  |     Basic income (loss) per share |  |              0.00 |  |             (0.05) |
|                                                                  |     Diluted loss per share |  |              0.00 |  |             (0.05) |
|                                                                  |  |  |  |  |  |
| F-8                                                              |

19

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**CHINA PROPERTIES DEVELOPMENTS, INC.						(Formerly Bangla Property Management, Inc.) and Subsidiaries						NOTES TO FINANCIAL STATEMENTS						December 31, 2005**

**Note 2- ORGANIZATION AND OPERATIONS**China Properties Developments, Inc. (the "Company") was incorporated in the State of Colorado on June 15, 2001.   The Company presently engages in the business of real estate development, including sale and lease of real estate in Xi'an City, Shanxi Province, People's Republic of China ("PRC").					Effective October 14, 2005, Wollaston Industrial Limited (“Wollaston”), the parent company of Xi’an Jiahui Real Estate Co., Ltd. (“Jiahui”) completed its merger agreement (“Agreement”) with Bangla Property Management, Inc. (“Bangla”). The agreement provided for Bangla to issue 10,000,000 shares of its common stock to acquire 100% of Wollaston in a capital transaction accounted for as a reverse merger. As a result of the Agreement, the transaction was treated for accounting purposes as a recapitalization of the accounting acquirer (Wollaston) and a reorganization of the accounting acquiree (the Company, formerly Bangla). Accordingly, the historical financial statements presented prior to the merger are the historical financial statements of Wollaston, which includes Wollastons’ majority owned subsidiary Jiahui.

Wollaston was incorporated on April 21, 2004 in British Virgin Islands (“BVI”) under the International Business Companies Act, as a limited liability corporation. Wollaston owns 90.28%of Jiahui, which was established in Xi’an City, Shaanxi Province, PRC on December 17, 1996 under the Company Law of PRC. Jiahui engages in the business real estate development, including sale and lease of real estate.**Note 3- SIGNIFICANT ACCOUNTING POLICIES					Economic and Political Risks**The Company faces a number of risks and challenges since its assets are located in Xi'an City, PRC, and its revenues are derived from its operations therein.  The PRC is a developing country with an early stage market economic system, overshadowed by the state.  Its political and economic systems are very different from the more developed countries and are in a state of change.  The PRC also faces many social, economic and political challenges that may produce major shocks and instabilities and even crises, in both its domestic arena and in its relationships with other countries, including the United States.  Such shocks, instabilities and crises may in turn significantly and negatively affect the Company's performance.

F-9

20

**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

**Note 3- SIGNIFICANT ACCOUNTING POLICIES					Basis of Presentation**

****

****

The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").  This basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the "Accounting Principles of China " ("PRC GAAP").  Certain accounting principles, which are stipulated by US GAAP, are not applicable in the PRC GAAP.  The difference between PRC GAAP accounts of the Company and its US GAAP financial statements is immaterial.

The Company maintains its books and accounting records in PRC currency "Renminbi" ("RMB"), which is determined as the functional currency.  Assets and liabilities of the Company are translated at the prevailing exchange rate at each year end. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Income statement accounts are translated at the average rate of exchange during the year. Translation adjustments arising from the use of different exchange rates from period to period are include in the cumulative translation adjustment account in shareholders' equity. Gain and losses resulting from foreign currency transactions are included in operations.

Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss) in the consolidated statement of shareholders’ equity and amounted to $(72,167) and $0 as of December 31, 2005 and 2004, respectively. The balance sheet amounts with the exception of equity at December 31, 2005 were translated at 8.06 RMB to $1.00 USD as compared to 8.28 RMB at December 31, 2004. The equity accounts were stated at their historical rate. The average translation rate of 8.18 RMB for the year ended December 31, 2005 was applied to income statement accounts as compared to 8.28 RMB for the year ended December 31, 2004.

**Use of Estimates**

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.  Actual results when ultimately realized could differ from those estimates.

**Cash and Cash Equivalents**

For purpose of the statements of cash flows, cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments with original maturities of three months or less. 

****

**Fair Value of Financial Instruments**

The carrying value of financial instruments including cash and cash equivalents, receivables, accounts payable and accrued expenses, approximates their fair value at December 31, 2005 due to the relatively short-term nature of these instruments.

F-10

21

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**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

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**Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)****Valuation of Long-Lived assets**				The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized balances through measurement of undiscounted operating cash flows on a basis consistent with accounting principles generally accepted in the United States of America. **Real Estate Projects**				The Company  currently holds majority interest in following two buildings:				Jiahui Office Building				Jiahui Office Building (“Jiahui Building”) is a commercial office building.  We commenced the construction of Jiahui Building in 1998.  We ceased major construction in December 1999,  finished tenant improvements and held available for occupancy on June 30, 2000.  We leased the first to fourth floors to a related party, Hantang Bookstore.  We used the 5th  floor, west part of 14th floor, 15th floor, and the underground parking garage for our own operations from July 2000 through September 2005 when we moved into Yangming International Tower.  We intend to hold these spaces for rental. We classified these spaces as fixed assets and depreciation have been provided since July 1, 2000.  The rest of the spaces in Jiahui Building have been sold out in 2002.  We refer first to fifth floors, west part of 14th floor, 15th floor, and the underground parking garage collectively as "Jiahui Building" in the fixed assests section. 				Yangming International Tower 				Yangming International Tower (“Yangming”) is a multi-functional building with majority commercial usage.  We commenced the construction of Yangming in May 2002 and ceased major construction in October 2005.  We moved our offices into the top two floors (26th and 27th floors) and relevant depreciation commenced in November 2005.  We rented out the twenty-fifth floor for which depreciation began in November 2005.  The twenty-fifth to twenty-seventh floors are classifies as fixed assets.  We have been selling and will continue to sell the rest space of Yangming. 

F-11

22

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**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

**Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)****Real Estate Project Costs**Costs that were directly identifiable with real estate projects and incurred before constructions were substantially completed and projects were available for occupancy, were capitalized into project costs, which mainly consist of cost of land usage right, preconstruction costs, construction costs, and capitalized interest costs.  Costs subsequent to the completions of construction were expensed as incurred. Capitalized costs were allocated to the portion that the Company uses for its operations and the portion held for sale and rental, based on area method.  Costs associated with rental portion and portion using for the Company’s own operations are classified to fixed assets and depreciations commenced when projects changed from nonoperating to operating.  Costs associated with portions held for sale remain in project costs unitl relevant spaces are sold, at which, will be classified to cost of sales. The real estate project cost increased $4,521,981 and $4,537,746 in 2005 and 2004, respectively. **Land Usage Right **All land belongs to the State in PRC.  Enterprises and individuals can pay the State a fee to obtain a right to use a piece of land for commercial purpose or residential purpose for a period of 50 years or 70 years, respectively.  The right of land usage can be sold, purchased, and exchange in the market.  The Company obtained the right to use the piece of land at which Jiahui Building is located for a period of 50 years, from 1999 to 2045, and the piece of land on which Yangming is located for a period of 70 years from 2003 to 2073.   We combine the cost of land usage right to the cost of real estate project, which is depreciated over 40 years, using straight-line method with no residual value. **Capitalized Interest Cost **Interest cost incurred to real estate projects are capitalized during construction period, which normally begins when payments are made for land usage right, and ends when the real estate project is substantially completed and held available for occupation.  When portion of a real estate project is substantially complete and held available for occupation, interest expenditures are allocated to capitalized interest cost and interest cost, based on area method.  Form May 2002 to October 2005, all our loans are directly incurred to construction of Yangming, we capitalized all interest expenditures into cost of  Yangming.  After that, capital expenditures are allocated to capitalized interest cost and interest expenses, based on area method.  The capitalized interest cost was 725,808 and 574,494 in 2005 and 2004, respectively. **Rental Costs**Lessees decorates the spaces rented. The Company's initial direct costs incurred to rental real estate projects are immaterial and therefore expense as incurred.  Rental costs incurred to rental activities are also deem immaterial, and therefore all rental costs are included into general and administrative costs. 

F-12

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23

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**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

**Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)					Revenue Recognition**Revenue from sales of condominium unites and office spaces are recognize when relevant unites and spaces are available for occupancy and delivered to buyers, using full accrual method.  We recognized revenue from sales of condominium unites and office spaces in Yangming Building when we began to deliver relevant properties to buyers in October 2005.				Rental incomes are recognized monthly in accordance with  provisions of the  leases on a straight-line basis.**Deferred Revenue**We record proceeds from pre-sale of condominium units and office spaces in deferred revenue.  When spaces are available for occupation and delivered to buyers, we reclassify relevant proceeds to revenue.**Costs of sales**We estimate total sales price and total project cost annually throughout the real estate project.  At the end of each financial reporting period, we use the ratio of total project cost to total sales price, to allocate real estate project cost to all condominium units or spaces that have been sold and delivered to buyers, if any.  Costs of sales are revised and reallocated as necessary for material changes on the basis of current reporting period estimation.

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|                    |  |                                           |  |                                           |  | Ratio of Estimated |                                                                                                                            |                                                                                                                                  |
|--------------------|--|-------------------------------------------|--|-------------------------------------------|--|--------------------|----------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|
|                    |  |                                           |  |                                           |  | Sales Price to     |                                                                                                                            |                                                                                                                                  |
| Real Estate        |  | Total Estimated                           |  | Total Estimated                           |  | Project Cost       | Revenue                                                                                                                    | Cost of                                                                                                                          |
| Project            |  | Sales Price                               |  | Project Cost                              |  | Ratio              | Recognize                                                                                                                  | Sales                                                                                                                            |
|          |  |                                           |  |                                           |  |                    |                                                                                                                            |                                                                                                                                  |
| Year 2005          |  |                                           |  |                                           |  |                    |                                                                                                                            |                                                                                                                                  |
| Yangming           |  |       32,388,000 |  |       24,291,000 |  | 75.00%             |       4,510,328                                                                                   |         3,382,746                                                                             |
|     |  |                                           |  |                                           |  |                    |                                                                                                                            |                                                                                                                                  |
| Year 2004          |  |                                           |  |                                           |  |                    |                                                                                                                            |                                                                                                                                  |
|          |  |                                           |  |                                           |  |                    |                                                                                                                            |                                                                                                                                  |
| Yangming           |  |       32,375,000 |  |       24,200,000 |  | 74.75%             |                    -   |                     -   |
|          |  |                                           |  |                                           |  |                    |                                                                                                                            |                                                                                                                                  |

				F-13

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24

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**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

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**Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)					Related Party Transactions**“Advance to officers” and “Advance to employee” are advances to officers and employees who are working on projects on behalf of the Company.  After the work is finished, they will submit expense reports with supporting documents to the accounting department. Then, the expenses are debited into the relevant accounts and the advances are credited out. Cash flows from these activities are classified into operating activities.  The total advance to officers was 482,060 and 492,260 in 2005 and 2004, respectively. The total advance to employees was 51,550 and 64,815 in 2005 and 2004, respectively.				“Loans to related parties” and “Due to related parties” represent temporally short-term loans from/to affiliates, which are majority owned and controlled by directors of the Company.  These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand.  Cash flows from due from related parties are classified as cash flows from investing activities.  Cash flows from due to related parties are classified as cash flows from financing activities.  The total loans to related parties was 9,851,545 and 4,756,237 in 2005 and 2004, respectively. The total borrowing from related parties was 7,437,465 and 1,698,455 in 2005 and 2004, respectively.				“Notes payable to an affiliate” represents notes payable to an affiliate, Shaanxi Ruize Industrial Co., Ltd., which is majority owned and controlled by directors of the Company.  The total borrowing from this related party is $2,356,000 and 0 in 2005 and 2004, respectively.				“Due to officers” are temporally short-term loans from our officers to finance the Company’s operation due to lack of cash resources.  Cash flows from these activities are classified as cash flows from financing activates.  The total borrowing from officers was 220,000 and 381,325 in 2005 and 2004, respectively.

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Sales

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In July 2005, the Company received $734,224 from pre-selling three condominium units and one store space in Yangming to Sino Real Co, Inc., which is wholly owned by US Sino Real LLC.  Our CFO, Mr. Steven Lou, and his wife are members of US Sino Real LLC, in which there are totally 12 members.   All these units were delivered to the buyer and relevant proceeds were recognized in revenue in 2005.				Lease				The Company leases office and retail space to an affiliate, Shaanxi JiaHui Hantang Book Publishing Co., Ltd., which is majority owned and controlled by directors of the Company.  The lease period is from January 1, 2003 to December 31, 2007.  The rent is $192,100 per year and the rent is payable semi-annually.

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F-14

25

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**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

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**Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)					Foreign Currency Translation**The functional currency of the Company is the Chinese Renminbi (“RMB”). Transactions denominated in currencies other than RMB are translated into United States dollars using year end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transaction occurred. Net gains and losses resulting from foreign currency exchange translations are included in the statements of operations and stockholder’s equity as other comprehensive income (loss).				Prior to July 21, 2005, translation of amounts from RMB into United States dollars ("US$") has been made at the single rate of exchange of US$1.00:RMB8.277.  No representation is made that RMB amounts could have been or could be, converted into US dollars at that rate.  On January 1, 1994, the PRC government introduced a single rate of exchange, quoted daily by the People's Bank of China (the "Unified Exchange Rate").  The quotation of the exchange rates does not imply free convertibility of RMB to other foreign currencies.  All foreign exchange transactions continue to take place either through the Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People's Bank of China.  Approval of foreign currency payments by the Bank of China or other institutions requires submission of a payment application form together with supplier's invoices, shipping documents and signed contracts.

On July 21, 2005, the People's Bank of China, China's central bank, announced that, beginning on July 21, 2005, China will implement a regulated, managed floating exchange rate system based on market supply and demand and with reference to a package of currencies.  RMB will no longer be pegged to the US dollar and the RMB exchange rate structure will be subject to some fluctuation.				The People's Bank of China will announce the closing price of a foreign currency, such as the US dollar against the RMB, in the inter-bank foreign exchange market after the closing of the market on each working day, and will make it the central parity for the trading against the RMB on the following working day.				The exchange rate of the US dollar against the RMB was adjusted to 8.11 yuan per US dollar on July 21, 2005.  On December 31, 2005, the exchange rate is US$1.00:RMB8.065.				The daily trading price of the US dollar against the RMB in the inter-bank foreign exchange market will be allowed to float within a band of 0.3 percent around the central parity published by the People's Bank of China, while the trading prices of the non-US dollar currencies against the RMB will be allowed to move within a certain band announced by the People's Bank of China.

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The People's Bank of China will make adjustment of the RMB exchange rate band when necessary, according to market developments as well as economic and financial situations. The People's Bank of China is responsible for stabilizing and adapting the RMB exchange rate.

F-15

26

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**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

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**Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)					Income Taxes**

****

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates in the US and the PRC expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.**Property, Plant and Equipment**

Property, plant and equipment are carried at cost.  The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

****

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets.  The percentages or depreciable life applied are:
|  | Vehicles               | 20%      |
|--|------------------------|----------|
|  | Machines and equipment | 20%      |
|  | Office equipment       | 20%      |
|  | Office furniture       | 20%      |
|  | Buildings              | 40 years |

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F-16

27

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**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

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**Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)					Minority Interest**The Company has accumulated deficit in its operation, no minority interest has been recognized. The Company absorbed the entire accumulated deficit.**Earnings (Loss) Per Share**

****

The Company reports earnings per share in accordance with the provisions of SFAS No. 128, “Earnings Per Share.” SFAS No. 128 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share.  Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period.  Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  There are no potentially dilutive securities for 2005 and 2004.**Recent Accounting Pronouncements**In May 2005, the Financial Accounting Standards Board ("FASB") issued FASB Statement No. 154  "Accounting Changes and Error Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3".  This statement replaces APB Opinion No. 20 "Accounting Changes" and FASB Statement No. 3 "Reporting Accounting Changes in Interim Financial Statements", and changes the requirements for the accounting for and reporting of a change in accounting principle.  It applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement which does not include specific transition provisions.  FASB No. 154 requires retrospective application to prior periods' financial statements of changes in accounting principle,  unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change.

When it is impracticable to determine the period-specific effects of an accounting change on one or more individual prior periods presented, this statements requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings for that period rather than being reported in an income statement.  When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, this statement requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date applicable.  We adopted this Statement and retrospectively restate our results of operation, financial position, and statement of cash flows in 2004.				                                                                                                                                                                 **                **

F-17

28

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****

**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

**Note 3- SIGNIFICANT ACCOUNTING POLICIES (continued)**In December 2004, the FASB issued SFAS No. 123R "Share-Based Payment." This Standard addresses the accounting for transactions in which a company receives employee services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company's equity instruments or that may be settled by the issuance of such equity instruments. This Standard eliminates the ability to account for share-based compensation transactions using Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and requires that such transactions be accounted for using a fair-value-based method. The Standard is effective for periods beginning after June 15, 2005.  The adoption of the statement had no impact on the Company's results of operation or financial position.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity."  SFAS No. 150 clarifies the accounting for certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position.  Previously, many of those financial instruments were classified as equity.  SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003.  The adoption of the provisions of SFAS No. 150 did not have a material effect on the Company's financial position.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities."  This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities."  This Statement is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003.  Management believes that this statement did not have a material impact on the Company's results of operations or financial position.

In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities.  In December 2003, the FASB issued FIN No. 46 (Revised) ("FIN 46-R") to address certain FIN 46 implementation issues.  This interpretation requires that the assets, liabilities, and results of activities of a Variable Interest Entity ("VIE") be consolidated into the financial statements of the enterprise that has a controlling interest in the VIE.  FIN 46R also requires additional disclosures by primary beneficiaries and other significant variable interest holders.  For entities acquired or created before February 1, 2003, this interpretation is effective no later than the end of the first interim or reporting period ending after March 15, 2004, except for those VIE's that are considered to be special purpose entities, for which the effective date is no later than the end of the first interim or annual reporting period ending after December 15, 2003.  For all entities that were acquired subsequent to January 31, 2003, this interpretation is effective as of the first interim or annual period ending after December 31, 2003.  The adoption of FIN 46 did not have a material impact on the Company's  results  of operations or financial position.

****

F-18

29

----

****

**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

****

**Note 4- REAL ESTATE PROJECT COST - YANGMING BUILDING (Restated)**Real estate project in progress - Yangming Building consist of the following:
|       |                                |      | December 31,                                                                                                                           |
|--------------------------------|--------------------------------|------|----------------------------------------------------------------------------------------------------------------------------------------|
|                                |                                |      | 2005                                                                                                                                   |
|                                |   						
****        | **** | ****                                                                                                                                   |
|                                | Cost of land usage right       | $    |            103,982                                                                   |
|                                | Compensation for demolition    |      |            437,267                                                                   |
|                                | Preconstruction cost           |      |            356,798                                                                   |
|                                | City engineering fees          |      |              81,868                                                        |
|                                | Supporting facilities          |      |            360,059                                                                   |
|                                | Construction materials         |      |         3,894,778                                                                                   |
|                                | Equipment                      |      |            598,605                                                                   |
|                                | Foundation engineering         |      |         2,346,126                                                                                   |
|                                | Construction cost              |      |         8,899,020                                                                                   |
|                                | Utility                        |      |                      -   |
|                                | Salary and benefit             |      |            129,856                                                                   |
|                                | Architecture fees              |      |              48,335                                                        |
|                                | Supervision expense            |      |            251,934                                                                   |
|                                | Interest on loan               |      |         2,288,962                                                                                   |
|                                | Close to cost of sales         |      |        (3,432,012)                                                                                       |
|                                | Close to Yangming 26-27 Floors |      |        (1,277,200)                                                                                       |
|                                | Close to Yangming 25 Floor     |      |           (638,600)                                                                       |
|                                |                                |      |                                                                                                                                        |
|                                |                                | $    |       14,449,778                                                                                              |
|                                |                                |      | ===============                                                                                                                        |

****
|       |                 |  |                      |   | December 31,                                                                                               |
|--------------------------------|-----------------|--|----------------------|---|------------------------------------------------------------------------------------------------------------|
|                                | Name of officer |  | Title                |   | 2005                                                                                                       |
|       |       |  |                      |   |                                                                                                            |
|                                | Jia, Yongxin    |  | Account Manager      | $ |                   645 |
|                                | Cheng, Jianhua  |  | Vice General Manager |   |                   621 |
|                                | Wang, Yianming  |  | General Manager      |   |                1,240                 |
|                                | Luo, Xiuzhen    |  | Vice General Manager |   |                   434 |
|                                | Zhao, Xiaoguang |  | Vice General Manager |   |                   372 |
|                                | Xu, Zhiqiang    |  | Assistant to CEO     |   |            470,716                                       |
|                                | Feng, Chunhuo   |  | Secretary of Board   |   |              31,373                            |
|                                |                 |  |                      |   |                                                                                                            |
|                                |                 |  |                      | $ |            505,401                                       |
|                                |                 |  |                      |   | ==============                                                                                             |

****

				F-19

30

----

****

**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS**

****

**Note 5- RELATED PARTY TRANSACTIONS (continued) (Restated)						Advance to employees**Advance to officers consists of the following:

****
|      						
**** |                                                     |                               |                                                                  | December 31,                                                                                                                      |
|-------------------------------------------|-----------------------------------------------------|-------------------------------|------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------|
| ****                                      | Name of employees                                   | Title                         |                                                                  | 2005                                                                                                                              |
| ****                                      |                                           |                               |                                                                  |                                                                                                                                   |
| ****                                      | Ma, Guang                                           | Car Driver of CEO             | $                                                                |                     496            |
| ****                                      | Zhao, Junfang                                       | Car Driver of General Manager |                                                                  |                     372            |
| ****                                      | Dong, Xiangbo                                       | Car Driver                    |                                                                  |                       62 |
| ****                                      | Ju, Junling                                         | Car Driver                    |                                                                  |                       62 |
| ****                                      | Wu, Zhenxi                                          | Car Driver                    |                                                                  |                       62 |
| ****                                      | Pu, Chao                                            | Secretary                     |                                                                  |                       62 |
|                                           |                                                     |                               |                                                                  |                                                                                                                                   |
| ****                                      |                                                     |                               | $                                                                |                  1,116                            |
|                                           |                                                     |                               |                                                                  | =============                                                                                                                     |
| ****                                      |   						
****                             |                               |                                                                  |                                                                                                                                   |
| ****                                      | **Due from related parties**                        |                               |                                                                  |                                                                                                                                   |
| ****                                      |                                           |                               |                                                                  |                                                                                                                                   |
| ****                                      | Due from related parties consists of the following: |                               | December 31,                                                     |
| ****                                      |                                           |                               |                                                                  | 2005                                                                                                                              |
| ****                                      | Name of related parties                             |                               |                                                                  |                                                                                                                                   |
| ****                                      |                                           |                               |                                                                  |                                                                                                                                   |
| ****                                      | Shaanxi Lezhan Property                             |                               |                                                                  |                                                                                                                                   |
| ****                                      |      Management Co., Ltd.       |                               | $                                                                |                43,451                                       |
| ****                                      | Jiahui Restaurant                                   |                               |                                                                  |                43,167                                       |
| ****                                      | Xi'an Qi'an Ceramics Factory                        |                               |                                                                  |              216,478                                                  |
| ****                                      | Shaanxi Jiahui (Group) Real Estate Co., Ltd.        |                               |           2,381,751 |
| ****                                      | Shaanxi Han Tang Trading Ltd.                       |                               |                                                                  |              672,279                                                  |
|                                           |                                                     |                               |                                                                  |                                                                                                                                   |
| ****                                      |                                                     |                               | $                                                                |           3,357,126                                                                  |
|                                           |                                                     |                               |                                                                  | =============                                                                                                                     |
|                                           |                                           |                               |                                                                  |                                                                                                                                   |
|                                           | **Due to related parties**                          |                               |                                                                  |                                                                                                                                   |
|                                           |                                           |                               |                                                                  |                                                                                                                                   |
|                                           | Due to related parties consists of the following:   |                               | December 31,                                                     |
|                                           | Name of related parties                             |                               |                                                                  | 2005                                                                                                                              |
|                                           |                                           |                               |                                                                  |                                                                                                                                   |
|                                           | Shaaxni Ruize Industrial Co., Ltd.                  |                               | $                                                                |              371,431                                                  |
|                                           | Shaanxi Han-tang Publishing Co., Ltd.               |                               |                                                                  |                  9,596                            |
|                                           | Shaanxi Zhengyang Real Estate Co., Ltd.             |                               |                                                                  |              193,973                                                  |
|                                           | Shaanxi Brothers Real Estate Co., Ltd.              |                               |                                                                  |              324,804                                                  |
|                                           | Shaanxi Xinyuan Industrial Co., Ltd.                |                               |                                                                  |              385,468                                                  |
|                                           |                                                     |                               |                                                                  |                                                                                                                                   |
|                                           |                                                     |                               | $                                                                |           1,285,272                                                                  |
|                                           |                                                     |                               |                                                                  | =============                                                                                                                     |

****

F-20

31

----

****

****
| **CHINA PROPERTIES DEVELOPMENTS, INC.**                          |
|------------------------------------------------------------------|
| **(Formerly Bangla Property Management, Inc.) and Subsidiaries** |
| **NOTES TO FINANCIAL STATEMENTS**                                |
| **December 31, 2005**

****                                      |
|                                                        |  |  |  |  |
|                                                        |  |  |  |  |
| **Note 5-**                                                      | **RELATED PARTY TRANSACTIONS (continued) (Restated)** |  |  |
|   						
****                                          |  |  |  |  |
| ****                                                             | **Due to officers** |  |  |  |
|   						
****                                          |  |  |  |  |
| ****                                                             | Due to officers consists of the following: |  | December 31, |
|   						
****                                          |  |  |  | 2005 |
| ****                                                             | Name of officer | Title |  |  |
|   						
****                                          |  |  |  |  |
| ****                                                             | Wu, Pingan | CEO | $ |            344,355 |
| ****                                                             | Gao, Yian | Assistant to CEO |  |                1,437 |
|                                                                  | Wang, Xianming | General Manager |  |              21,357 |
|                                                                  | Zhang, Yi | Assistant to CEO |  |            204,028 |
|                                                                  | Wu, Xiuying | Assistant to CEO |  |              70,519 |
|                                                                  |  |  |  |  |
|                                                                  |  |  | $ |            641,696 |
|                                                                  |  |  |  | ============ |
|                                                                  |  |  |  |  |
| ****                    | **Notes Payable to an Affiliate**                              |                                                          |                                          |                   |                  |               |
|-------------------------|----------------------------------------------------------------|----------------------------------------------------------|------------------------------------------|-------------------|------------------|---------------|
|   						
**** | ****                                                           |                                                          |                                          |                   |                  |               |  |  |
| ****                    | Notes payable consist of the following as of December 31, 2005 |                                                          |                                          |                   |
|   						
**** |                                                                |                                                          | Loan                                     |                   |                  | Monthly       |  |  |
| ****                    | Name of creditor                                               |                                                          | Amount                                   |                   | Duration         | Interest Rate |  | Collateral |
|   						
**** |                                                                |                                                          |                                          |                   |                  |               |  |  |
| ****                    | Shaanxi Ruize							Industrial Co., Ltd.                       | $                                                        |       1,860,000 |                   | 10/13/05-4/13/06 | 0             |  | Full Amount of Restricted CD |
| ****                    |                                                                |          248,000 |                                          | 11/01/05-05/01/06 | 0                |               |
| ****                    |                                                                |          248,000 |                                          | 11/15/05-5/15/06  | 0                |               |
|                         |                                                                |                                                          |                                          |                   |                  |               |  |  |
| ****                    |                                                                | $                                                        |       2,356,000 |                   |                  |               |  |  |
| ****                    |                                                                |                                                          |                                          |                   |                  |               |  |  |
|                         |                                                                |                                                          |                                          |                   |                  |               |  |  |

****

****

				F-21

32

----

****

****

****

**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

****

**Note 6- PROPERTY AND EQUIPMENT (Restated)**

The following is a summary of property, plant and equipment-at cost, less accumulated depreciation:
|      						
**** |                                                                                                      |   | December 31,                                                                                               |
|-------------------------------------------|------------------------------------------------------------------------------------------------------|---|------------------------------------------------------------------------------------------------------------|
| ****                                      |                                                                                                      |   | 2005                                                                                                       |
|   						
****                   |                                                                                                      |   |                                                                                                            |
| ****                                      | Vehicles                                                                                             | $ |            329,741                                       |
| ****                                      | Machinery and equipment                                                                              |   |                   483 |
| ****                                      | Office equipment                                                                                     |   |              34,059                            |
| ****                                      | Office furniture                                                                                     |   |              67,619                            |
| ****                                      | Jiahui Building                                                                                      |   |         5,822,880                                                       |
| ****                                      | 25th to 27th Floors of Yangming                                                                      |   |         1,915,800                                                       |
|                                           |                                                                                                      |   |                                                                                                            |
|  						
****                         |                                                                                                      |   |         8,170,582                                                       |
|   						
****                   |                                                                                                      |   |                                                                                                            |
| ****                                      | Less: Accumulated depreciation                                                                       |   |       (1,106,263)                                                                 |
|                                           |                                                                                                      |   |                                                                                                            |
|   						
****                   |                                                                                                      |   |                                                                                                            |
| ****                                      |      Total                                                                       | $ |         7,064,319                                                       |
|                                           |                                                                                                      |   | =============                                                                                              |
|   						
****                   |                                                                                                      |   |                                                                                                            |
| ****                                      | Depreciation expense charged to operations was $176,996 and $201,734 in 2005 and 2004, respectively. |
| ****                                      |

****

****

F-22

33

----

****

****

**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

**Note 8-  BANK LOANS**Bank loans consist of the following as of December 31, 2005: 

|       | **Current**                                                                                                                                                            |                                                      |                                                                      |                   |                   |          |               |                 |                   |
|--------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------|----------------------------------------------------------------------|-------------------|-------------------|----------|---------------|-----------------|-------------------|
|                                |                                                                                                                                                              |                                                      | Loan                                                                 |                   |                   |          | Monthly       |                 |                   |
|                                | Financial Institutions                                                                                                                                                 |                                                      | Amount                                                               |                   | Duration          |          | Interest Rate |                 | Collateral        |
|                                |                                                                                                                                                              |                                                      |                                                                      |                   |                   |          |               |                 |                   |
|                                | Tumen Branch of Commercial                                                                                                                                             |                                                      |                                                                      |                   |                   |          |               |                 |                   |
|                                |   Bank                                                                                                                                                            | $                                                    |         1,860,000                 |                   | 09/29/05-09/29/06 |          | 0.69750%      |                 | Yangming Building |
|                                | Southern Subbranch of							Bank of China                                                                                                                              |                                                      |                                                                      |                   |                   |          |               |                 |                   |
|                                |                                                                                                                                                                        |         2,976,000 |                                                                      | 06/15/05-06/15/06 |                   | 0.68961% |               | Jiahui Building |
|                                | Tumen Credit Corp.                                                                                                                                                     |                                                      |            372,000 |                   | 11/04/05-11/04/06 |          | 0.79050%      |                 | Jiahui Building   |
|                                | Changyanbao Credit Corp.                                                                                                                                               |                                                      |            558,000 |                   | 12/02/04-12/02/05 |          | 0.66375%      |                 | Yangming Building |
|                                |                                                                                                                                                                        |                                                      |                                                                      |                   |                   |          |               |                 |                   |
|                                |                                                                                                                                                                        | $                                                    |         5,766,000                 |                   |                   |          |               |                 |                   |
|                                |                                                                                                                                                                        |                                                      | ===========                                                          |                   |                   |          |               |                 |                   |
|                                |   						
****                                                                                                                                                |                                                      |                                                                      |                   |                   |          |               |                 |                   |
|                                | The loan from Changyanbao Credit Corp. was paid off in January 2006. The Company paid one month interest of $3,704 in January 2006. No penalty was paid for this loan. |
|                                |
|       | **Long-term**                       |   |           |  |                   |  |               |  |                                                                                       |
|--------------------------------|-------------------------------------|---|-----------|--|-------------------|--|---------------|--|---------------------------------------------------------------------------------------|
|                                |                           |   | Loan      |  |                   |  | Monthly       |  |                                                                                       |
|                                | Financial Institutions              |   | Amount    |  | Duration          |  | Interest Rate |  | Collateral                                                                            |
|                                |                           |   |           |  |                   |  |               |  |                                                                                       |
|                                |                                     |   |           |  |                   |  |               |  | Basements of yangming (1-3 floors) Floor 4 5 25 26 partially used for guaranty        |
|                                |                                     |   |           |  |                   |  |               |  |
|                                | Dengjiapo Credit							Cooperatives | $ | 1,723,600 |  | 12/28/05-10/28/08 |  | 0.67200%      |  |
|                                |                                     |   |           |  |                   |  |               |  |                                                                                       |
|                                |                                     |   |           |  |                   |  |               |  | Basement of Jiahui Office Building part of Floors 5 13 14 and floors 6 7 for guaranty |
|                                |                                     |   |           |  |                   |  |               |  |
|                                | Qujiang Credit							Cooperatives   |   | 2,604,000 |  | 12/29/05-12/29/08 |  | 0.67200%      |  |
|                                |                                     |   |           |  |                   |  |               |  |
|                                |                                     | $ | 4,327,600 |  |                   |  |               |  |
|                                |                                     |   |           |  |                   |  |               |  |
|       | At December 31, 2005, future minimum principle and interest payments are as follows, interest payments are made quarterly. |
|--------------------------------|----------------------------------------------------------------------------------------------------------------------------|
|                                |
|                                |                                                                                                                  |  |  |  |  |  |  |
|                                | Year ending December 31,                                                                                                   |  | Principle |  | Interest |  | Total |
|                                | 2006                                                                                                                       | $ | -   | $ |                 348,978 | $ | 348,978 |
|                                | 2007                                                                                                                       |  | -   |  |                 348,978 |  | 348,978 |
|                                | 2008                                                                                                                       |  | 4,327,600 |  |                 348,978 |  | 4,676,578 |
|                                |                                                                                                                            |  |  |  |  |  |  |
|                                | Total                                                                                                                      | $ | 4,327,600 | $ |              1,046,934 | $ | 5,374,534 |
|                                |                                                                                                                            |  | =========== |  | ============== |  | ============= |

****

****

				F-23

34

----

****

****

****

**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

**Note 9- SHORT-TERM LOANS**

Short-term loans consist of the following as of December 31, 2005:

|       | **Current**      |   |                                             |  |                   |  |               |  |                                             |
|--------------------------------|------------------|---|---------------------------------------------|--|-------------------|--|---------------|--|---------------------------------------------|
|                      |                  |   | Loan                                        |  |                   |  | Monthly       |  |                                             |
|                                | Name of Creditor |   | Amount                                      |  | Duration          |  | Interest Rate |  | Collateral                                  |
|                                |                  |   |                                             |  |                   |  |               |  | All are units of Yangming Inter'l Building  |
|                                |                  |   |                                             |  |                   |  |               |  |
|                                | Zhai, Yuzhen     | $ |        74,400 |  | 06/14/05-06/13/06 |  | 0.833%        |  | Unit 11-08 Unit 15-11                       |
|                                | Niu, Yan         |   |      111,600            |  | 06/09/05-06/08/06 |  | 0.833%        |  | Unit 14-02 Unit 10-08 Unit 09-08            |
|                                | Jin, Aiguo       |   |        62,000 |  | 06/17/05-06/16/06 |  | 0.833%        |  | Unit 09-05 Unit 15-10                       |
|                                | Li, Yanping      |   |        62,000 |  | 08/02/05-08/01/06 |  | 1.000%        |  | Unit 16-09 Unit 18-10                       |
|                                | Gu, Hong         |   |      124,000            |  | 09/26/05-03/26/06 |  | 1.250%        |  | Unit 14-02; Unit 10-08 Unit 09-08           |
|                                | Li, Mengzhou     |   |        62,000 |  | 06/17/05-06/16/06 |  | 0.833%        |  | Unit 08-05 Unit 11-09 Unit 24-10 Unit 14-03 |
|                                |                  |   |                                             |  |                   |  |               |  |
|                                | Zhang, Yi        |   |      124,000            |  | 06/16/05-06/15/06 |  | 0.833%        |  | Unit 10-05 Unit 12-10 Unit 17-11            |
|                                | Zhang, Yi        |   |        62,000 |  | 10/26/05-07/05/06 |  | 0.833%        |  | Unit 19-10 Unit 16-08                       |
|                                | Wang, Yinming    |   |        12,400 |  | 12/29/05-03/29/06 |  | 0.783%        |  | None                                        |
|                                | Feng, Chunhua    |   |        12,400 |  | 12/29/05-03/29/06 |  | 0.783%        |  | None                                        |
|                                | Li, Mengzhou     |   |        12,400 |  | 12/29/05-03/29/06 |  | 0.783%        |  | None                                        |
|                                | Chen, Jianhui    |   |        12,400 |  | 12/29/05-03/29/06 |  | 0.783%        |  | None                                        |
|                                | Zhao, Xiaoguang  |   |        12,400 |  | 12/29/05-03/29/06 |  | 0.783%        |  | None                                        |
|                                |                  |   |                                             |  |                   |  |               |  |                                             |
|                                |        |   |                                             |  |                   |  |               |  |                                             |
|                                |                  | $ |      744,000            |  |                   |  |               |  |                                             |
|                                |                  |   | ==========                                  |  |                   |  |               |  |                                             |
|       | Year ending December 31, |   | Principle   |   | Interest                                                 |   | Total       |
|--------------------------------|--------------------------|---|-------------|---|----------------------------------------------------------|---|-------------|
|                                | 2006                     | $ | 104,706     | $ |          136,329 | $ | 241,035     |
|                                | 2007                     |   | 110,777     |   |          130,258 |   | 241,035     |
|                                | 2008                     |   | 117,204     |   |          123,831 |   | 241,035     |
|                                | 2009                     |   | 124,008     |   |          117,027 |   | 241,035     |
|                                | 2010                     |   | 131,211     |   |          109,823 |   | 241,035     |
|                                | After 2010               |   | 1,854,765   |   |       1,065,050                 |   | 2,919,814   |
|                                |                          |   |             |   |                                                          |   |             |
|                                | Total                    | $ | 2,442,670   | $ |       1,682,318                 | $ | 4,124,988   |
|                                |                          |   | =========== |   | ===========                                              |   | =========== |
|                                |                |   |             |   |                                                          |   |             |

F-24

35

----

**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

**Note 10- MORTGAGE LOANS  (continued) (Restated)**Mortgage Loans consist of the following:

****
| ****                                                   |   |                                                                                 |  |           |            |         |               |       | Outstanding Balance                      |
|--------------------------------------------------------|---|---------------------------------------------------------------------------------|--|-----------|------------|---------|---------------|-------|------------------------------------------|
|                                                        |   | Principle                                                                       |  | Duration  |            | Monthly |               | as of |
| Collateral                                             |   | Amount                                                                          |  | From      | To         |         | Interest Rate |       | December 31, 2005                   |
|                                         |   |                                                                                 |  |           |            |         |               |       |                                          |
| All are units of							Yangming Inter'l							Building |   |                                                                                 |  |           |            |         |               |       |                                          |
|                                                        |   |                                                                                 |  |           |            |         |               |       |
| #2707                                                  | $ |              51,903 |  | 2/19/2004 | 2/19/2032  |         | 0.420%        | $     | 50,451                                   |
| #2702                                                  |   |              49,432 |  | 2/19/2004 | 2/19/2019  |         | 0.420%        |       | 42,270                                   |
| #2703                                                  |   |              48,196 |  | 2/19/2004 | 2/19/2019  |         | 0.420%        |       | 44,213                                   |
| #2706                                                  |   |              29,659 |  | 2/19/2004 | 2/18/2019  |         | 0.420%        |       | 26,948                                   |
| #2710                                                  |   |              40,781 |  | 2/19/2004 | 2/19/2019  |         | 0.420%        |       | 36,150                                   |
| #2711                                                  |   |              51,903 |  | 2/19/2004 | 2/19/2020  |         | 0.420%        |       | 48,010                                   |
| #907                                                   |   |              42,017 |  | 4/21/2005 | 4/21/2033  |         | 0.551%        |       | 41,805                                   |
| #2002                                                  |   |              43,253 |  | 4/11/2005 | 4/11/2013  |         | 0.551%        |       | 40,592                                   |
| #2708                                                  |   |              49,432 |  | 2/19/2004 | 2/19/2014  |         | 0.420%        |       | 42,270                                   |
| #2406                                                  |   |              24,716 |  | 4/26/2005 | 4/26/2023  |         | 0.551%        |       | 24,310                                   |
| #1310                                                  |   |              35,838 |  | 7/25/2005 | 7/24/2025  |         | 0.459%        |       | 35,544                                   |
| #1207                                                  |   |              45,724 |  | 2/25/2005 | 2/24/2030  |         | 0.443%        |       | 45,130                                   |
| #2705                                                  |   |              50,667 |  | 2/19/2004 | 2/19/2019  |         | 0.420%        |       | 49,250                                   |
| #1911                                                  |   |              49,432 |  | 1/13/2005 | 1/13/2017  |         | 0.443%        |       | 46,822                                   |
| #1808                                                  |   |              48,196 |  | 1/13/2005 | 1/13/2024  |         | 0.443%        |       | 46,974                                   |
| #701                                                   |   |              80,326 |  | 1/13/2005 | 1/13/2032  |         | 0.443%        |       | 79,339                                   |
| #2301                                                  |   |              86,505 |  | 1/13/2005 | 1/13/2024  |         | 0.443%        |       | 84,312                                   |
| #2310                                                  |   |              39,545 |  | 1/13/2005 | 1/13/2035  |         | 0.443%        |       | 39,174                                   |
| #1501                                                  |   |              71,676 |  | 1/1/2005  | 1/1/2031   |         | 0.443%        |       | 70,713                                   |
| #1801                                                  |   |              49,432 |  | 3/14/2005 | 3/14/2022  |         | 0.443%        |       | 48,922                                   |
| #2302                                                  |   |              48,196 |  | 1/13/2005 | 1/13/2028  |         | 0.443%        |       | 47,350                                   |
| #2309                                                  |   |              46,960 |  | 1/13/2005 | 1/13/2035  |         | 0.443%        |       | 46,519                                   |
| #2308                                                  |   |              34,602 |  | 1/1/2005  | 1/1/2026   |         | 0.443%        |       | 33,874                                   |
| #2211                                                  |   |              49,432 |  | 1/13/2005 | 1/13/2022  |         | 0.443%        |       | 47,911                                   |
| #2303                                                  |   |              46,960 |  | 1/13/2005 | 1/13/2035  |         | 0.443%        |       | 46,519                                   |
| #2701                                                  |   |              80,326 |  | 3/14/2005 | 3/14/2029  |         | 0.443%        |       | 79,327                                   |
| #2408                                                  |   |              34,602 |  | 1/13/2005 | 1/13/2034  |         | 0.443%        |       | 34,246                                   |
| #1807                                                  |   |              49,432 |  | 1/27/2005 | 1/13/2031  |         | 0.443%        |       | 48,706                                   |
| #2201                                                  |   |              85,269 |  | 3/14/2005 | 3/14/2021  |         | 0.443%        |       | 82,961                                   |
| #2401                                                  |   |              82,798 |  | 3/14/2005 | 3/14/2022  |         | 0.443%        |       | 80,775                                   |
| #1508                                                  |   |              46,960 |  | 1/1/2005  | 1/1/2013   |         | 0.443%        |       | 42,677                                   |
| #2710                                                  |   |              40,781 |  | 3/14/2005 | 3/14/2030  |         | 0.443%        |       | 40,319                                   |
| #711                                                   |   |              46,960 |  | 3/14/2005 | 3/14/2012  |         | 0.443%        |       | 42,866                                   |
| #105                                                   |   |            173,010            |  | 4/21/2005 | 4/21/2015  |         | 0.510%        |       | 165,029                                  |
| #1308                                                  |   |              40,781 |  | 4/11/2005 | 4/11/2034  |         | 0.551%        |       | 40,601                                   |
| #2404                                                  |   |              74,147 |  | 4/11/2005 | 4/11/2027  |         | 0.551%        |       | 73,376                                   |
| #2003                                                  |   |              39,545 |  | 4/11/2005 | 4/11/2030  |         | 0.551%        |       | 39,255                                   |
| #1311                                                  |   |              43,253 |  | 4/11/2005 | 4/11/2026  |         | 0.551%        |       | 42,748                                   |
| #1309                                                  |   |              39,545 |  | 4/11/2005 | 4/11/2021  |         | 0.551%        |       | 38,727                                   |
| #1301                                                  |   |              74,147 |  | 4/11/2005 | 4/11/2026  |         | 0.551%        |       | 73,283                                   |
| #2405                                                  |   |              42,017 |  | 4/11/2005 | 4/11/2014  |         | 0.551%        |       | 39,821                                   |
| #2407                                                  |   |              43,253 |  | 4/11/2005 | 4/11/2020  |         | 0.551%        |       | 42,245                                   |
| #1401                                                  |   |              74,147 |  | 4/11/2005 | 4/11/2021  |         | 0.551%        |       | 72,614                                   |
| #2107                                                  |   |              42,017 |  | 4/21/2005 | 4/21/2030  |         | 0.551%        |       | 41,766                                   |
| #2704                                                  |   |              61,789 |  | 2/25/2005 | 2/24/2030  |         | 0.443%        |       | 56,950                                   |
| #1404                                                  |   |              72,912 |  | 4/11/2005 | 4/11/2033  |         | 0.551%        |       | 72,622                                   |
| #1405                                                  |   |              28,423 |  | 1/1/2004  | 12/31/2030 |         | 0.4200%       |       | 26,384                                   |
|                                                        |   |                                                                                 |  |           |            |         |               |       |                                          |
| Total                                                  | $ |          2,530,895                      |  |           |            |         |               | $     |       2,442,670 |
|                                                        |   | =============                                                                   |  |           |            |         |               |       | ===============                          |

				F-25

36

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**CHINA PROPERTIES DEVELOPMENTS, INC.					(Formerly Bangla Property Management, Inc.) and Subsidiaries					NOTES TO FINANCIAL STATEMENTS					December 31, 2005**

**Note 11- NOTES PAYABLE (Restated)**Notes payable consist of the following as of December 31, 2006:

****
|       | ****                                          |                                                   |                                        |                   |          |        | Monthly  |                              |            |
|--------------------------------|-----------------------------------------------|---------------------------------------------------|----------------------------------------|-------------------|----------|--------|----------|------------------------------|------------|
|                                |                                               |                                                   | Loan                                   |                   |          |        | Interest |                              |            |
|                                | Name of Creditor                              |                                                   | Amount                                 |                   | Duration |        | Rate     |                              | Collateral |
|                                |                                     |                                                   |                                        |                   |          |        |          |                              |            |
|                                | Shaanxi Tangxin Fire Equipment Co., Ltd.      |                                                   |                                        |                   |          |        |          |                              |            |
|                                |                                               |         24,800 |                                        | 11/15/05-05/15/06 |          | 0.000% |          | Full amount of restricted CD |
|                                |                                     |                                                   |                                        |                   |          |        |          |                              |            |
|                                | Shaanxi No. 3 Construction Co., Ltd.          |                                                   |                                        |                   |          |        |          |                              |            |
|                                |                                               |         86,800 |                                        | 11/03/05-05/03/06 |          | 0.000% |          | Full amount of restricted CD |
|                                |                                     |                                                   |                                        |                   |          |        |          |                              |            |
|                                | Xi'an Henli Electronic Installation Co., Ltd. |                                                   |                                        |                   |          |        |          |                              |            |
|                                |                                               |         37,200 |                                        | 11/15/05-05/15/06 |          | 0.000% |          | Full amount of restricted CD |
|                                |                                     |                                                   |                                        |                   |          |        |          |                              |            |
|                                | Shaanxi Hangtian Construction Co., Ltd.       |                                                   |                                        |                   |          |        |          |                              |            |
|                                |                                               |         37,200 |                                        | 11/24/05-05/24/06 |          | 0.000% |          | Full amount of restricted CD |
|                                |                                               |                                                   |                                        |                   |          |        |          |                              |            |
|                                |                                     |                                                   |                                        |                   |          |        |          |                              |            |
|                                |                                               | $                                                 |       186,000 |                   |          |        |          |                              |            |
|                                |                                               |                                                   | ==========                             |                   |          |        |          |                              |            |

On March 6, 2006 the interest holders have agreed to convert their participating interests into 1,685,825 shares of common stock of the Company, and the interest holders have no more interests in the profits, losses, and distributions from the Jiahui Office Building project.  The conversion accounted as an increase of $16,858 in common stock,  and an addition of $3,371,699 in paid-in capital of the Company.

F-26

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**ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE****ITEM 8A. CONTROLS AND PROCEDURES**
****

****

As of the end of the period being reported upon, 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 the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, the our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

There have been no significant changes in our internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation.

**Recent Accounting Pronouncements**

The following is disclosure regarding recent accounting pronouncements and their effect or potential effect on the Company’s financial statements.

The Company adopted Statement of Position No. 98-5 (“SOP 98-5”), “Reporting the Costs of Start-Up Activities.” SOP 98-5 requires that all non-governmental entities expense the cost of start-up activities, including organizational costs as those costs are incurred.

The Company adopted Statement of Financial Accounting Standards (“FAS”) No. 130, “Reporting Comprehensive Income”. FAS No.130 requires that the components and total amounts of comprehensive income be displayed in the financial statements. Comprehensive income includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities. The Company’s components of comprehensive income (loss) consist of a net loss.

In December 1999, The United States Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements."  SAB 101 summarized certain of the SEC's views regarding the application of generally accepted accounting principles to revenue recognition in financial statements. In June 2000, the SEC amended SAB 101 to require companies with fiscal years beginning after December 15, 1999 to implement the provisions of SAB 101 no later than the fourth fiscal quarter. The Company adopted the provisions of SAB 101 at its inception. The Company does not believe that the adoption has any material effect on its financial statements.**ITEM 8B. OTHER INFORMATION**None to Report.

38

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Part III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

**Chairman, Chief Executive Officer and President**
**Pingan Wu**
**Director, ExecutiveVice President and Chief Financial Officer and Chief Accounting Officer**
**Steven Lou**
**Director, Vice President and Chief Operating Officer**
**Yingming Wang**
**Independent Director**
**Wang Xingguo**

39

****

----

**Board Advisor**
**Howard Li**

Compliance with Section 16(a) of Securities Exchange Act of 1934

During the fiscal year ended December 31, 2005, our Directors and Officers complied with all applicable Section 16(a) filing requirements. This statement is based solely on a review of the copies of such reports that reflect all reportable transactions furnished to us by our Directors and Officers and their written representations that such reports accurately reflect all reportable transactions.**ITEM 10. EXECUTIVE COMPENSATION**The following table sets forth the salaries and directors’ fees paid to our executives on an annual basis.

| Person            | Director’s Position   | Stock Based Salary | Fees | Compensation | Total |
|-------------------|-----------------------------|--------------------|------|--------------|-------|
|         | 2004                        | 2005               | 2004 | 2005         | 2004  | 2005 | 2004 | 2005 |
| Ping’an Wu  | Chair, CEO                  | 0                  | 0    | 0            | 0     | $50,000 | $60,000 |    |    |
| Shuo Lou          | Director, CFO,						CAO, VP | 0                  | 0    | 0            | 0     | $100,000 | $100,000 |    |    |
| Yingming Wang**** | Director, COO, VP           | 0                  | 0    | 0            | 0     | $75,000 | $75,000 |    |    |
| Xingguo Wang****  | Independent Director        | 0                  | 0    | 0            | 0     | 0 | 0 |    |    |
| Howard Li         | Board Advisor               | 0                  | 0    | 0            | 0     | 0 | 0 |    |    |

As of December 31, 2005, there are no other arrangements, standard or otherwise, with any director or officer wherein the director or officer is compensated other than as stated above.

We intend to do one or a combination of the following to compensate our employees, officers and directors so that they are retained and so that we can attract qualified personnel as we deem appropriate.

Develop a stock option plan and have our employees, officers and directors opt in to the plan at their choosing; and/or issue shares to our employees, officers and directors.

We do not have an audit committee or a compensation committee.**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**Subsequent to December 31, 2005, year-end, the board of directors approved and authorized the issuer to enter into an Acquisition Agreement whereby the issuer will acquire the shares from nine individuals who are prepared to sell their 

40

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**ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
| Name                                      | No. of Shares |
|-------------------------------------------|---------------|
| Xingzhi Lin                               | 100,000       |
| Zhenghuan Lou                             | 200,000       |
| Wuxian Shi                                | 200,000       |
| Yun Lou                                   | 200,000       |
| Xiaoqiu Wang                              | 400,000       |
| Shuo Lou, CFO, Director                   | 300,000       |
| Rong Wu, >5% Holder                    | 1,533,000     |
| Yingming Wang, COO, Director              | 300,000       |
| Lin Wu, >5% Holder                     | 1,534,000     |
| Zhendong Wu, >5% Holder                | 1,533,000     |
| Zhenxi Wu                                 | 500,000       |
| Zhiqiang Xu                               | 20,000        |
| Jianhua Chen                              | 20,000        |
| Chunhua Feng                              | 15,000        |
| Xiaoguang Zhao                            | 10,000        |
| Rongxin Jia                               | 10,000        |
| Yongxi Bai                                | 2,000         |
| Mei Zhang                                 | 1,000         |
| Yi Zhang                                  | 10,000        |
| Ping’an Wu, Chairman, CEO, Director | 2,712,000     |
| Xingguo Wang, Independent Director        | 200,000       |
| Jinman Liu                                | 200,000       |

41

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| Name                                      | No. of Shares |
|-------------------------------------------|---------------|
| Dongguan Plastic Cement Factory Guangdong | 846,406       |
| Shaanxi Ruize Industrial Co. Ltd.         | 839,419       |

**ITEM 13. EXHIBITS**

(b)  Reports on Form 8-K – February 21, 2006 and March 15, 2006      None.			(c)  Exhibit			          14.1 Code of Ethics (1)			          31.1 Certification of Chief Executive          31.2 Chief Financial Officer and Chief Accounting Officer          32.1  Certification of Chief Executive          32.2  Certification of Chief Financial Officer and Chief Accounting Officer

> 
(1) Filed as an exhibit to the Company's Form 10-KSB for the year ended December 31, 2005, filed on April 17, 2006 and incorporated by reference herein.  

**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**Although our audit fees have increased because we are a reporting company and filing the requisite quarterly and annual reports with the Securities and Exchange Commission, many of these same expenses have been incurred to date due to our merger, and during the last fiscal year we have had two full audits performed whereas only one would be done in a typical year. However, we are aware that audit fees have generally increased as a function of the increased reporting requirements mandated by the recently enacted Sarbanes-Oxley Act.  We are also optimistic that our business activities will increase, which will require auditing procedures over a greater transaction base. 			The auditor’s fee for fiscal 2005 is $55,000.

42

```
****
```

----

**SIGNATURES**

43

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