UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

For the fiscal year ended December 31, 2008

                                       or

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________

                             Commission file number
                                    000-20936

                             China Ivy School, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Nevada                                        98-0338263
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                 1 Suhua Road, Shiji Jinrong Building Suite 801,
          Suzhou Industrial Park, Jiangsu Province, 215020, P.R. China
          ------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                +86-512-6762-5632
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

   Title of each class                Name of each exchange on which registered
   -------------------                -----------------------------------------
         None

           Securities registered pursuant to section 12(g) of the Act:

                                  Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K |_|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer |_|                        Accelerated filer |_|
Non-accelerated filer |_|                          Smaller reporting company |X|
Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes |_| No |X|

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. The aggregate market value of the common stock of the registrant held
by non-affiliates (excluding shares held by directors, officers and others
holding more than 5% of the outstanding shares of the class) was $457,788 based
upon a closing sale price of $1.06 on June 30, 2008 as reported by Bloomberg
Finance.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15 of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed
by a court. Yes |_| No |_|

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. As of April 10, 2008, the
registrant had outstanding 23,082,500 shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any report filed pursuant to Rule 424(b) or (c)
under the Securities Act of 1933.

<PAGE>

TABLE OF CONTENTS

PART I

Item 1.  Business ...........................................................  1
Item 1A. Risk Factors .......................................................  5
Item 2.  Properties ......................................................... 14
Item 3.  Legal Proceedings .................................................. 14
Item 4.  Submission of Matters to Vote of Security Holders .................. 14

PART II

Item 5.  Market for Registrant's Common Equity, Related
         Stockholder Matters and Issuer Purchases of Equity Securities ...... 14
Item 6.  Selected Financial and Other Data .................................. 16
Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations ................................ 16
Item 8.  Financial Statements and Supplementary Data ........................ 19
Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure. ............................... 19
Item 9A. Controls and Procedures ............................................ 20
Item 9B. Other Information .................................................. 22

PART III

Item 10. Directors, Executive Officers and Corporate Governance ............. 23
Item 11. Executive Compensation Item 12 Security Ownership of
         Certain Beneficial Owners and Management and Related
         Stockholder Matters ................................................ 25
Item 13. Certain Relationships and Related Transactions, and
         Director Independence .............................................. 27
Item 14. Principal Accounting Fees and Services ............................. 28

PART IV

Item 15. Exhibits and Financial Statement Schedules ......................... 29

            Signatures ...................................................... 31

               Special Note Regarding Forward Looking Information

      This report contains forward-looking statements that reflect management's
current views and expectations with respect to our business, strategies, future
results and events, and financial performance. All statements made in this
report other than statements of historical fact, including statements that
address operating performance, events or developments that management expects or
anticipates will or may occur in the future, including statements related to
future reserves, cash flows, revenues, profitability, adequacy of funds from
operations, statements expressing general optimism about future operating
results and non-historical information, are forward-looking statements. In
particular, the words "believe," "expect," "intend," "anticipate," "estimate,"
"plan," "may," "will," variations of such words and similar expressions identify
forward-looking statements, but are not the exclusive means of identifying such
statements and their absence does not mean that the statement is not
forward-looking. Readers should not place undue reliance on forward-looking
statements which are based on management's current expectations and projections
about future events, are not guarantees of future performance, are subject to
risks, uncertainties and assumptions. Our actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, these forward-looking statements. Factors that could cause or contribute to
such differences include those discussed in this report, particularly under the
caption "Risk Factors." Except as required under the federal securities laws, we
do not undertake any obligation to update the forward-looking statements in this
report.

<PAGE>

                                     PART I

Item 1. Business.

Introduction

      We operate an educational facility under the name "Blue Tassel School"
which provides a comprehensive curriculum required by the government of the
Peoples Republic of China, supplemented by a broad range of elective courses
which may be chosen from by our students. In addition, as a result of an
acquisition completed in March 2009, we also provide recruitment and contract
labor services to companies in the Su Zhou region of China. To the present date,
we have only operated within the People's Republic of China. As used in this
report, the terms "we," "our," "Company" and "China Ivy Schools" refers to China
Ivy Schools, Inc. and its wholly-owned subsidiaries. All information in this
report gives effect to a 1 for 20 reverse stock split effected in December 2008.

      The Company's functional currency is the Renminbi, which had an average
exchange rate of $0.13167 and $0.14396 during fiscal year 2007 and 2008
respectively.

BLUE TASSEL SCHOOL

      Blue Tassel School ("BTS") is an education center located in Suzhou and
organized under the laws of China. BTS is accredited by the Jiangsu Educational
Committee as a boarding school comprising grades from kindergarten through
senior school, including an international school. The five schools that comprise
BTS are kindergarten, primary school, junior high school, senior high school,
and international school.

      The BTS International School has 15 foreign teachers with international
teacher certification. They are primarily responsible for the teaching of
English. BTS has built a cooperative relationship with other schools located in
the United Kingdom, Australia, New Zealand and Hong Kong. The BTS International
School has established preparatory classes with the BATH ACADEMY located in the
United Kingdom, as the BLUE TASSEL-BATH ACADEMY. BTS has also established a
program for exchange students, providing long- and short-term study abroad
program, exchange of teachers, sharing of resources, and collaboration of
courses. The BTS Kindergarten has 3 classes for children aged 2-6 years, and has
developed appropriate learning programs for such students which include art,
music and musical instruments performance, dance, skating, and computer
programming. In order to develop the potential abilities of its students, BTS
provides diverse options for its students.

      The BTS Primary School provides elementary education for children aged 6
-12 years and has 14 classes and 47 teachers in the six-year school.

      The BTS Junior High School is a three-year middle school for children aged
12 - 15 years with 16 classes and 40 teachers.

      The BTS Senior High School is a three-year high school for children aged
15 - 18 years with 24 classes and over 1,200 students. The curriculum and
program are designed for preparing students to enter top tier universities.

      BTS's education program includes compulsory level education, ample
elective courses, activity courses, students' societies, clubs, and seminars
presented by famous scholars and successful individuals. Large-scale social
practices and educational activities compose a highly selective and personal


                                        1
<PAGE>

curriculum, where children can fully develop their personalities and discover
their potentials. The comprehensive education system of BTS includes science,
art, multi-language, information technology, international understanding, ethics
and behavior, adolescence, and ideal seminars. Interaction between students and
instructors, an efficient learning environment, and small class teaching are the
core ideas for attentive learning and effective study.

      BTS possesses facilities for teaching, learning, living, extracurricular
activities and health care purposes. Such facilities are at the vanguard of
educational platform, including a Chinese-English library, e-reading room,
computer lab, multi-functional network system, varieties of labs for group study
and experimental use, halls for music rehearsal and scholarly presentations.
Other than academic facilities, BTS also has tennis courts, gyms, and other
athletic facilities, as well as student apartments.

      There were 1,925 students enrolled at BTS as of December 31, 2008.

Our Corporate History

      The Company was incorporated on September 14, 1999, in and under the laws
of the state of Nevada. At the time of our incorporation we were engaged in the
business of developing an internet computer software program known as Clear
Switch; a program that processes submission of internet web page information to
major internet search engines. Although we attempted to develop this software
program, we suspended these efforts due to our insufficient cash flow and
inability to obtain financing to conduct further development of this software
program.

      On August 22, 2003, a share exchange agreement between the Company and the
shareholders of Safe Cell Tab, Inc. ("SCT"), was executed whereby the Company
acquired 100% of the shares of SCT, making SCT a wholly owned subsidiary. On
March 31, 2004, an amendment to the share exchange agreement was entered into by
the parties.

      The share exchange agreement with SCT was undertaken as a means of
complementing, augmenting and extending the early stage activities and business
plans of the Company. As a result, the Company focused its resources on further
development of SCT's business initiatives, resulting in SCT becoming the sole
operating entity of the Company. The company anticipated that revenues resulting
from sales of the SCT's product offerings and other complimentary SCT
initiatives would provide additional gross revenues to the consolidated balance
sheet and benefit of the Company. Complimentary SCT business initiative
undertaken by the Company and SCT included the acquisition of, a master
distributor Wi-Fi License and an inventory of the Mobius disposable cell phone,
together with certain sales, distribution, and marketing rights.

      On August 25, 2006, Xu Zuqiang ("Zuqiang"), the Company's former officer
and director, and the Company consummated an Amendment to Stock Purchase
Agreement (the "Amendment") whereby the parties modified certain provisions of
the Stock Purchase Agreement between them dated as of June 1, 2006 (as so
amended, the "Purchase Agreement"). Specifically, instead of the fifty thousand
(50,000) (on a post-reverse stock split adjusted basis (see below)) shares of
the Common Stock of the Company which Zuqiang purported to acquire pursuant to
the original Purchase Agreement, Zuqiang acquired thirty seven thousand five
hundred (37,500) (on a post-reverse stock split adjusted basis (see below))
shares of Common Stock of the Company and twelve thousand five hundred (12,500)
(on a post-reverse stock split adjusted basis (see below)) shares of the
preferred stock, par value $.001 per share (the "Preferred Stock"), of the
Company for an aggregate purchase price of $550,000 (the "Stock Transaction").
After giving effect to the Stock Transaction, Zuqiang held, on a post-reverse
stock split adjusted basis (see below), in addition to twelve thousand five
hundred (12,500) shares of the Company's Preferred Stock, thirty seven thousand
five hundred (37,500) of the fifty thousand (50,000) shares of our Common Stock,
then issued and outstanding, constituting, in the aggregate, 75% of the issued
and outstanding shares of Common Stock of the Company (80% after giving effect
to the conversion of the Preferred Stock into Common Stock) effecting a change
in the controlling interest of the Company.


                                       2
<PAGE>

      The Stock Transaction effected a change in control of the Company. Prior
to the closing of the Stock Transaction, Mr. Gus Rahim had been Chief Executive
Officer, Chief Financial Officer, Secretary and a director of the Company, and
William Russell had been a director of the Company. Effective upon the closing
of the Stock Transaction and the filing and distribution of such documents as
required under the Securities Exchange Act of 1934, as amended, and the
expiration of all applicable grace periods, Zuqiang was appointed to, and
Messrs. Russell and Rahim resigned from, the Board of Directors of the Company.
In addition, Zuqiang was elected to serve as Chief Executive Officer and
Secretary of the Company.

      On September 5, 2006, the Company's Board of Directors and the then holder
of a majority of the Company's then outstanding Common Stock approved the
implementation of a one-for-one-hundred (1-for-100) reverse stock split (the
"Reverse Stock Split") of the outstanding shares of the Company's Common Stock.
The Reverse Stock Split became effective on October 11, 2006, whereby each 100
shares of the Company's issued and outstanding Common Stock was automatically
combined into and became one share of Common Stock, thereby reducing the
6,250,000 of shares of Common Stock which were outstanding on a fully diluted
basis immediately prior to the effectiveness of the Reverse Stock Split (which
consisted of (i) 5,000,000 shares of Common Stock and (ii) 1,250,000 shares of
Common Stock automatically issuable upon effectiveness of the Reverse Stock
Split in respect of the 1,250,000 shares of Preferred Stock then outstanding) to
approximately 62,500 shares of Common Stock.

      Upon the effectiveness of the Reverse Stock Split, all issued and
outstanding shares of Preferred Stock of the Company automatically converted on
a one-for-one basis into shares of Common Stock of the Company. Pursuant to the
Company's Certificate of Designation, if the Company effected a reverse stock
split, the number of shares of Common Stock issuable upon conversion of the
Preferred Stock immediately prior to such reverse stock split are to be
proportionately decreased. Therefore, the issued and outstanding shares of
Preferred Stock converted into 12,500 shares of Common Stock.

      On October 12, 2006 (the "Effective Date"), the Company entered into and
consummated a Share Exchange Agreement with Brighter International Limited
("BIL"), Blue Tassel School ("BTS"), and the shareholders of BIL (the "BIL
Shareholders"), pursuant to which the Company acquired BIL in exchange for
issuance of 2,762,500 shares of Common Stock of the Company to the BIL
Shareholders (the "Share Exchange Transaction"), which was divided
proportionally among the BIL Shareholders in accordance with their respective
ownership interests in BIL immediately before the completion of the Share
Exchange Transaction.

      As a result of the Share Exchange Transaction, a change of control of the
Company occurred as of the Effective Date. Prior to the Effective Date, the
controlling shareholder of Company was Zuqiang, who held approximately 80% of
the then issued and outstanding shares of Common Stock of the Company. As of the
Effective Date, the BIL Shareholders became the controlling shareholders of the
Company, owning in the aggregate 98% of the issued and outstanding shares of
Common Stock of the Company as of the Effective Date. Yongqi Zhu ("Zhu"), the
Company's present Chairman and Chief Executive Officer acquired 1,745,900 shares
of the Common Stock of the Company. After giving effect to the Share Exchange
Transaction, Zhu held 56.7% of the then-issued and outstanding shares of the
Common Stock of the Company.


                                       3
<PAGE>

      Prior to the closing of the Share Exchange Transaction, Zuqiang had been
Chief Executive Officer, Chief Financial Officer, and sole director of the
Company. Effective upon the filing and distribution of such documents as
required under the Securities Exchange Act of 1934, as amended, and the
expiration of all applicable grace periods, which occurred on November 12, 2006,
Zhu (who prior to the Share Exchange Transaction was a shareholder of BIL), Qian
Gao, Yipeng Lu, Fugeng Xia and Haiming Zhang were appointed, and Zuqiang
resigned from, the Board of Directors of the Company.

      Effective upon the close of business of October 27, 2006, Zuqiang resigned
from his positions as Chief Executive Officer and Chief Financial Officer of the
Company. As Sole Director of the Company, Zuqiang elected Zhu to serve as
Chairman and Chief Executive Officer, Qian Gao to serve as Secretary and Jian
Xue to serve as Chief Financial Officer; such appointments became effective upon
the close of business of October 27, 2006, and continue to the date hereof.

Recent Developments

      On March 18, 2008 Blue Tassel School sold the Land Use Right of 91,993.32
square meters and twenty Buildings of 50,113.81 square meters to its former
shareholder Minglong Industry Co. Ltd. with the sales price of RMB 38,961,432.00
(approximately $5,563,692) and RMB 72,868,026 (approximately $10,405,554),
respectively, totaling RMB 111,829,458.00 (approximately $15,969,246). Blue
Tassel School leased back the buildings from Minglong Industry Co., Ltd. from
the date of sales.

      The lease payments made equal the amounts received from the sale. The
leases are of RMB24 per square meter annually (approximately $3.4 per square
meter annually), totaling RMB 2,207,840 (approximately $315,280) per year for
using the land and RMB180 per square meter annually (approximately $35.6 per
square meter annually), totaling RMB9,020,486 (approximately $1,288,125) per
year for leasing the buildings. The total annual lease is RMB11, 228,326
(approximately $1,603,405).

      On March 6, 2009, Blue Tassel School acquired 90% of the outstanding
shares of the capital stock of Youbang Human Resource Company ("Youbang"), a
Chinese company, from Jianwei Wu, Wei Li, Surong Gong, Changgen Ma, Yongxia Tan,
Junhua Tang, and Xuehui Jiang in exchange for an aggregate of 20,000,000 shares
of the Company's common stock pursuant to the Purchase Agreement.

      Youbang provides recruitment and contract labor services to domestic and
multinational manufacturing corporations in the Su Zhou region of China. It
engages in "general labor assignment," in which the client company pays, insures
and allocates work to personnel recruited by Youbang, and "special labor
assignment," in which Youbang's employees, entirely directed, compensated and
insured by Youbang, comprise the entirety of the client's workforce. In either
circumstance Youbang's clients benefit from the intensive training it provides
to its workers, and the high-quality labor management with which it directs
them.

      On March 6, 2009, the Board of Directors of the Company appointed Mr.
Jianwei Wu, the chief executive officer of Youbang Human Resource Company since
2006, a director. From 1996 to 2006, Mr. Wu worked with Jiang Su Wu Zhong
Economic and Technological Development Corporation as a Logistics Office
director. From 1993 to 1995, he worked with Wu Zhong Economic Development Zone
Materials Corporation as the manager in respect of marketing and sales
activities.

Location of our Facilities

      Our educational facilities are located in the city of Suzhou, in Jiangsu
Province on the eastern coast of China. We are within 2 hours driving distance
of Shanghai.

      Youbang operates in SuZhou, China, in proximity to SuZhou Industrial Park,
which is home to numerous global corporations.


                                       4
<PAGE>

Business Strategy

Through the acquisition of Youbang, we have expanded our operations into the
sector of recruitment and contract labor services. We believe the acquisition of
Youbang will diversify our operations, reduce our operation risk, and improve
the profitability of the Company.

Competition

Our principal competitors in the education sector in our regon are

      o     Suzhou Foreign Language School(Kindergarten to Senior high)

      o     Suzhou Zhenhua School(Junior High)

      o     Suzhou Pingjiang School(Junior High)

Also competing with us are the public schools in our region, examples of which
are:

      o     Suzhou Middle School

      o     Wuxi Guanghua School.

Government Regulation

      We are responsible for compliance with all laws of the relevant to
education within the country, as administered by the Ministry of Education of
the Peoples Republic of China. These include, in pertinent part, the Education
Law of the People's Republic of China, Higher Education Laws of the People's
Republic of China, and the Vocational Education Laws of the Peoples Republic of
China. Standards of teacher qualification, facilities management and
suitability, student assessment and program content are among the most important
of the areas which are specified in these regulations.

      Because of our arrangements with the Bath Academy, as well as with
educational institutions in Hong Kong, Australia, and New Zealand, we are also
regulated by the Ministry's Department of International Cooperation and
Exchanges.

Item 1A. Risk Factors.

      You should consider carefully each of the following business and
investment risk factors and all of the other information in this report. If any
of the following risks and uncertainties develops into actual events, the
business, financial condition or results of our operations could be materially
adversely affected. If that happens, the trading price of our shares of common
stock could decline significantly. The risk factors below contain
forward-looking statements regarding our business. Actual results could differ
materially from those set forth in the forward-looking statements. See "Special
Note Regarding Forward-Looking Information."


                                       5
<PAGE>

Risks Relating to Our Business

The unsuccessful integration of a business or business segment we acquire could
have a material adverse effect on our results.

      As part of our business strategy, we expect to acquire assets and
facilities, some of which may not be related to or complementary to our
operations. These acquisitions will involve risks commonly encountered in
acquisitions. These risks include exposure to unknown liabilities of the
acquired facilities, additional acquisition costs and unanticipated expenses.
Our quarterly and annual operating results could fluctuate due to the costs and
expenses of acquiring and integrating new facilities. We may also experience
difficulties in assimilating the operations and personnel of acquired
facilities. Our ongoing operations may be disrupted and our management's time
and attention diverted from existing operations. Our acquisition strategy will
likely require additional equity or debt financing, resulting in additional
leverage or dilution of ownership. We cannot assure you that any future
acquisition will be consummated, or that if consummated, that we will be able to
integrate such acquisition successfully.

We depend on our students for our revenues, and any loss, cancellation,
reduction, or interruption in our ability to provide educational services could
harm our business.

      In general, we have derived a material portion of our revenue from tuition
payments from our students. If our student base were to be significantly
reduced, our revenues and net income could significantly decline. Our success
will depend on our continued ability to enroll significant numbers of new
students. Any adverse change in our relationship with our students or employees
may have a material adverse effect on our business. Although we are attempting
to expand awareness of our services, we expect that our student enrollment will
not change significantly in the near future. We cannot be sure that we will be
able to retain our students or that we will be able to attract additional
students, or that students will continue to enroll in our school in the same
amounts as in prior years. Any reduction or interruption in the provision of
educational services to our students, our inability to successfully enroll
additional students, or future concessions in tuition rates or fees that we may
have to make could significantly harm our business.

Attracting and retaining key personnel is an essential element of our future
success.

      Our future success depends to a significant extent upon the continued
service of our executive officers, other key management, and our faculty, and on
our ability to continue to attract, retain and motivate executive and other key
employees, including those in managerial, technical, marketing and information
technology support positions. Experienced teaching and technical, marketing and
support personnel are in demand and competition for their talents is intense.
The loss of the services of one or more of our key employees or our failure to
attract, retain and motivate qualified personnel could have a material adverse
effect on our business, financial condition and results of operations.

If we lose the services of our chairman and chief executive officer, our
business may suffer.

      We are dependent on Mr. Yongqi Zhu, our chairman and chief executive
officer. The loss of his services could materially harm our business because of
the cost and time necessary to retain and train a replacement. Such a loss would
also divert management attention away from operational issues. We do not have
key-man term life insurance policy on Mr. Zhu.


                                       6
<PAGE>

The labor assignment industry is relatively new in China and may not be
maintained

      Youbang, our newly acquired subsidiary, is engaged in recruiting and
providing labor to other companies. This is a relatively new industry and there
can be can be no assurance it will gain market acceptance.

Our inability to successfully manage the growth of our business may have a
material adverse effect on our business, results or operations and financial
condition.

      We expect to experience growth in the number of employees and the scope of
our operations as a result of internal growth and acquisitions. Such activities
could result in increased responsibilities for management. Our future success
will be highly dependent upon our ability to manage successfully the expansion
of operations. Our ability to manage and support our growth effectively will be
substantially dependent on our ability to implement adequate improvements to
financial, inventory, management controls, reporting, order entry systems and
other procedures, and hire sufficient numbers of financial, accounting,
administrative, and management personnel.

      Our future success depends on our ability to address potential market
opportunities and to manage expenses to match our ability to finance operations.
The need to control our expenses will place a significant strain on our
management and operational resources. If we are unable to control our expenses
effectively, our business, results of operations and financial condition may be
adversely affected.

Our management is comprised almost entirely of individuals residing in the PRC
with very limited English skills

      Our management is comprised almost entirely of individuals born and raised
in the PRC. As a result of differences in culture, educational background and
business experiences, our management may analyze, evaluate and present business
opportunities and results of operations differently from the way they are
analyzed, evaluated and presented by management teams of public companies in
Europe and the United States. In addition, our management has very limited
skills in English. Consequently, it is possible that our management team will
emphasize or fail to emphasize aspects of our business that might customarily be
emphasized in a different manner by comparable public companies from different
geographical and political areas.

We will face many of the difficulties that companies in the early stage may
face.

      We have a limited operating history as an education provider, which may
make it difficult for you to assess our ability to identify merger or
acquisition candidates and our growth and earnings potential. Therefore, we may
face many of the difficulties that companies in the early stages of their
development in new and evolving markets often face. We may continue to face
these difficulties in the future, some of which may be beyond our control. If we
are unable to successfully address these problems, our future growth and
earnings will be negatively affected.

We cannot accurately forecast our future revenues and operating results, which
may fluctuate.

      Our short operating history and the rapidly changing nature of the markets
in which we compete make it difficult to accurately forecast our revenues and
operating results. Furthermore, our revenues and operating results may fluctuate
in the future due to a number of factors, including the following:

      o     the success of identifying and completing mergers and acquisitions;
      o     the introduction of competitive products by different or new
            competitors;
      o     reduced demand for any given product;
      o     difficulty in keeping current with changing technologies;


                                       7
<PAGE>

      o     increased or uneven expenses, whether related to sales and
            marketing, product development or administration;
      o     deferral of recognition of our revenue in accordance with applicable
            accounting principles due to the time required to complete projects;
            and
      o     costs related to possible acquisitions of technology or other
            educational facilities.

Due to these factors, forecasts may not be achieved, either because expected
revenues do not occur or because they occur at lower prices or on terms that are
less favorable to us. In addition, these factors increase the chances that our
results could be lower than the expectations of investors and analysts. If so,
the market price of our stock would likely decline.

Risks Related to Doing Business in the People's Republic of China

      Our business operations take place primarily in the People's Republic of
China. Because Chinese laws, regulations and policies are changing, our Chinese
operations will face several risks summarized below.

- Limitations on Chinese economic market reforms may discourage foreign
investment in Chinese businesses.

      The value of investments in Chinese businesses could be adversely affected
by political, economic and social uncertainties in China. The economic reforms
in China in recent years are regarded by China's central government as a way to
introduce economic market forces into China. Given the overriding desire of the
central government leadership to maintain stability in China amid rapid social
and economic changes in the country, the economic market reforms of recent years
could be slowed, or even reversed.

- Any change in policy by the Chinese government could adversely affect
investments in Chinese businesses.

      Changes in policy could result in imposition of restrictions on currency
conversion, imports or the source of supplies, as well as new laws affecting
joint ventures and foreign-owned enterprises doing business in China. Although
China has been pursuing economic reforms, events such as a change in leadership
or social disruptions that may occur upon the proposed privatization of certain
state-owned industries, could significantly affect the government's ability to
continue with its reform.

- We face economic risks in doing business in China.

      As a developing nation, China's economy is more volatile than that of
developed Western industrial economies. It differs significantly from that of
the U.S. or a Western European country in such respects as structure, level of
development, capital reinvestment, legal recourse, resource allocation and
self-sufficiency. Only in recent years has the Chinese economy moved from what
had been a command economy through the 1970s to one that during the 1990s
encouraged substantial private economic activity. In 1993, the Constitution of
China was amended to reinforce such economic reforms. The trends of the 1990s
indicate that future policies of the Chinese government will emphasize greater
utilization of market forces. For example, in 1999 the Government announced
plans to amend the Chinese Constitution to recognize private property, although
private business will officially remain subordinate to state-owned companies,
which are the mainstay of the Chinese economy. However, we cannot assure you
that, under some circumstances, the government's pursuit of economic reforms
will not be restrained or curtailed. Actions by the central government of China
could have a significant adverse effect on economic conditions in the country as
a whole and on the economic prospects for our Chinese operations.


                                       8
<PAGE>

- The Chinese legal and judicial system may negatively impact foreign investors.

      In 1982, the National People's Congress amended the Constitution of China
to authorize foreign investment and guarantee the "lawful rights and interests"
of foreign investors in China. However, China's system of laws is not yet
comprehensive. The legal and judicial systems in China are still under
development, and enforcement of existing laws is inconsistent. Many judges in
China lack the depth of legal training and experience that would be expected of
a judge in a more developed country. Because the Chinese judiciary is relatively
inexperienced in enforcing the laws that exist, anticipation of judicial
decision-making is more uncertain than would be expected in a more developed
country. It may be impossible to obtain swift and equitable enforcement of laws
that do exist, or to obtain enforcement of the judgment of one court by a court
of another jurisdiction. China's legal system is based on written statutes; a
decision by one judge does not set a legal precedent that is required to be
followed by judges in other cases. In addition, the interpretation of Chinese
laws may shift to reflect domestic political changes.

      The promulgation of new laws, changes to existing laws and the pre-emption
of local regulations by national laws may adversely affect foreign investors.
However, the trend of legislation over the last 20 years has significantly
enhanced the protection of foreign investment and allowed for more control by
foreign parties of their investments in Chinese enterprises. We cannot assure
you that a change in leadership, social or political disruption, or unforeseen
circumstances affecting China's political, economic or social life, will not
affect the Chinese government's ability to continue to support and pursue these
reforms. Such a shift could have a material adverse effect on our business and
prospects.

      The practical effect of the People's Republic of China's legal system on
our business operations in China can be viewed from two separate but intertwined
considerations. First, as a matter of substantive law, the Foreign Invested
Enterprise laws provide significant protection from government interference. In
addition, these laws guarantee the full enjoyment of the benefits of corporate
articles and contracts to Foreign Invested Enterprise participants. These laws,
however, do impose standards concerning corporate formation and governance,
which are not qualitatively different from the general corporation laws of the
several states. Similarly, the accounting laws and regulations of the People's
Republic of China mandate accounting practices which are not consistent with
U.S. Generally Accepted Accounting Principles. China's accounting laws require
that an annual "statutory audit" be performed in accordance with People's
Republic of China's accounting standards and that the books of account of
Foreign Invested Enterprises are maintained in accordance with Chinese
accounting laws. Article 14 of the Peoples Republic of China Wholly
Foreign-Owned Enterprise Law requires a Wholly Foreign-Owned Enterprise to
submit certain periodic fiscal reports and statements to designated financial
and tax authorities, at the risk of business license revocation. Second, while
the enforcement of substantive rights may appear less clear than United States
procedures, Foreign Invested Enterprises and Wholly Foreign-Owned Enterprises
are Chinese registered companies, which enjoy the same status as other Chinese
registered companies in business-to-business dispute resolution. Generally, the
Articles of Association provide that all business disputes pertaining to Foreign
Invested Enterprises are to be resolved by the Arbitration Institute of the
Stockholm Chamber of Commerce in Stockholm, Sweden, applying Chinese substantive
law. Any award rendered by this arbitration tribunal is, by the express terms of
the respective Articles of Association, enforceable in accordance with the
"United Nations Convention on the Recognition and Enforcement of Foreign
Arbitral Awards (1958)." Therefore, as a practical matter, although no
assurances can be given, the Chinese legal infrastructure, while different in
operation from its United States counterpart, should not present any significant
impediment to the operation of Foreign Invested Enterprises.


                                       9
<PAGE>

      Because our principal assets are located outside of the United States and
some of our directors and all of our executive officers reside outside of the
United States, it may be difficult for you to enforce your rights based on the
United States Federal securities laws against us and our officers and directors
in the United States or to enforce judgments of United States courts against us
or them in the People's Republic of China.

      In addition, our operating subsidiaries and substantially all of our
assets are located outside of the United States. You will find it difficult to
enforce your legal rights based on the civil liability provisions of the United
States Federal securities laws against us in the courts of either the United
States or the People's Republic of China and, even if civil judgments are
obtained in courts of the United States, to enforce such judgments in the courts
of the People's Republic of China. In addition, it is unclear if extradition
treaties in effect between the United States and the People's Republic of China
would permit effective enforcement against us or our officers and directors of
criminal penalties, under the United States Federal securities laws or
otherwise.

- Economic Reform Issues

      Although the Chinese government owns the majority of productive assets in
China, during the past several years the government has implemented economic
reform measures that emphasize decentralization and encourage private economic
activity. Because these economic reform measures may be inconsistent or
ineffectual, we are unable to assure you that:

      o     We will be able to capitalize on economic reforms;
      o     The Chinese government will continue its pursuit of economic reform
            policies;
      o     The economic policies, even if pursued, will be successful;
      o     Economic policies will not be significantly altered from time to
            time; and
      o     Business operations in China will not become subject to the risk of
            nationalization.

      Since 1979, the Chinese government has reformed its economic systems.
Because many reforms are unprecedented or experimental, they are expected to be
refined and improved. Other political, economic and social factors, such as
political changes, changes in the rates of economic growth, unemployment or
inflation, or in the disparities in per capita wealth between regions within
China, could lead to further readjustment of the reform measures. This refining
and readjustment process may negatively affect our operations.

      Over the last few years, China's economy has registered a high growth
rate. Recently, there have been indications that rates of inflation have
increased. In response, the Chinese government recently has taken measures to
curb this excessively expansive economy. These measures have included
revaluations of the Chinese currency, the Renminbi (RMB), restrictions on the
availability of domestic credit, and limited re-centralization of the approval
process for purchases of some foreign products. These austerity measures alone
may not succeed in slowing down the economy's excessive expansion or control
inflation, and may result in severe dislocations in the Chinese economy. The
Chinese government may adopt additional measures to further combat inflation,
including the establishment of freezes or restraints on certain projects or
markets.

      To date, reforms to China's economic system have not adversely impacted
our operations and are not expected to adversely impact operations in the
foreseeable future; however, there can be no assurance that the reforms to
China's economic system will continue or that we will not be adversely affected
by changes in China's political, economic, and social conditions and by changes
in policies of the Chinese government, such as changes in laws and regulations,
measures which may be introduced to control inflation, changes in the rate or
method of taxation, imposition of additional restrictions on currency conversion
and remittance abroad, and reduction in tariff protection and other import
restrictions.


                                       10
<PAGE>

Risks Associated with Doing Business in China

We are subject to risks associated with our operations which may affect our
results.

      The field of education in the PRC has drawbacks that the same industry
does not have within the United States. For instance:

      o     In China, insurance coverage is a relatively new concept compared to
            that of the United States and for certain aspects of a business
            operation, insurance coverage is restricted or expensive. Workers
            compensation for employees in the PRC may be unavailable or, if
            available, insufficient to adequately cover such employees.

      o     The laws and regulations in the PRC set various standards regulating
            certain aspects of health and environmental quality, including, in
            some cases, the environment in which educational activities and
            teaching facilities may be located, or what methods, procedures or
            substances may be used in the conduct of certain classes. Violation
            of those standards could result in a temporary or permanent
            restriction by the PRC of our operations.

We cannot assure you that we will be able to adequately address any of these or
other limitations.

Our earnings and, therefore our profitability, may be affected by price
volatility.

      We anticipate that the majority of our future revenues will be derived
from the providing of educational services, and, as a result, our earnings are
directly related to the prices of these services. There are many factors
influencing the price of these services including expectations for inflation;
regional demand and our ability to meet it; political and economic conditions;
and labor costs. These factors are beyond our control and are impossible for us
to predict. As a result, price changes may adversely affect our operating
results.

Our educational business operations and related activities are subject to PRC
government regulations concerning education.

      We may have to make a significant financial commitment to ensure that we
remain compliant with the regulations affecting education providers. Compliance
with existing and future regulations may increase our operating costs and may
adversely affect our operating results.

Risks Relating to our Common Stock and our Status as a Public Company

The price of our common stock may be affected by a limited trading volume and
may fluctuate significantly.

      There has been a limited public market for our common stock and we cannot
assure you that an active trading market for our stock will develop or if
developed, will be maintained. The absence of an active trading market may
adversely affect our stockholders' ability to sell our common stock in short
time periods, or possibly at all. In addition, we cannot assure you that you
will be able to sell shares of common stock that you have purchased without
incurring a loss. The market price of our common stock may not necessarily bear
any relationship to our book value, assets, past operating results, financial


                                       11
<PAGE>

condition or any other established criteria of value, and may not be indicative
of the market price for the common stock in the future. In addition, the market
price for our common stock may be volatile depending on a number of factors,
including business performance, industry dynamics, and news announcements or
changes in general economic conditions.

We have not and do not anticipate paying any dividends on our common stock;
because of this our securities could face devaluation in the market.

      We have paid no dividends on our common stock to date and it is not
anticipated that any dividends will be paid to holders of our common stock in
the foreseeable future. While our dividend policy will be based on the operating
results and capital needs of the business, it is anticipated that any earnings
will be retained to finance our future expansion and for the implementation of
our business plan. As an investor, you should take note of the fact that a lack
of a dividend can further affect the market value of our stock, and could
significantly affect the value of any investment in our Company.

We will continue to incur significant increased costs as a result of operating
as a public company, and our management will be required to devote substantial
time to new compliance requirements.

      As a public company we incur significant legal, accounting and other
expenses under the Sarbanes-Oxley Act of 2002, together with rules implemented
by the Securities and Exchange Commission and applicable market regulators.
These rules impose various requirements on public companies, including requiring
certain corporate governance practices. Our management and other personnel will
need to devote a substantial amount of time to these new compliance
requirements. Moreover, these rules and regulations will increase our legal and
financial compliance costs and will make some activities more time-consuming and
costly.

      In addition, the Sarbanes-Oxley Act requires, among other things, that we
maintain effective internal controls for financial reporting and disclosure
controls and procedures. In particular, commencing in 2007, we must perform
system and process evaluations and testing of our internal controls over
financial reporting to allow management and our independent registered public
accounting firm to report on the effectiveness of our internal controls over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our
testing, or the subsequent testing by our independent registered public
accounting firm, may reveal deficiencies in our internal controls over financial
reporting that are deemed to be material weaknesses. Compliance with Section 404
may require that we incur substantial accounting expenses and expend significant
management efforts. If we are not able to comply with the requirements of
Section 404 in a timely manner, or if our accountants later identify
deficiencies in our internal controls over financial reporting that are deemed
to be material weaknesses, the market price of our stock could decline and we
could be subject to sanctions or investigations by the SEC or other applicable
regulatory authorities.

Lack of management control by owners of our common stock .

      Our Board of Directors has the authority, without stockholder approval, to
issue preferred stock with terms that may not be beneficial to common stock
holders and with the ability to adversely affect stockholder voting power and
perpetuate the board's control over the Company.

      Our certificate of incorporation authorizes the issuance of up to
50,000,000 shares of preferred stock. Our Board of Directors by resolution may
authorize the issuance of preferred stock in one or more series with such
limitations and restrictions as it may determine, in its sole discretion, with
no further authorization by security holders required for the issuance thereof.
The Board may determine the specific terms of the preferred stock, including:
designations; preferences; conversions rights; cumulative; relative;
participating; and optional or other rights, including: voting rights;
qualifications; limitations; or restrictions of the preferred stock.


                                       12
<PAGE>

      The issuance of preferred stock may adversely affect the voting power and
other rights of the holders of common stock. Preferred stock may be issued
quickly with terms calculated to discourage, make more difficult, delay or
prevent a change in control of our company or make removal of management more
difficult. As a result, the Board of Directors' ability to issue preferred stock
may discourage the potential hostile acquirer, possibly resulting in beneficial
negotiations. Negotiating with an unfriendly acquirer may result in terms more
favorable to us and our stockholders. Conversely, the issuance of preferred
stock may adversely affect any market price of, and the voting and other rights
of the holders of the common stock. We presently have no plans to issue any
preferred stock.

We may issue shares of our capital stock or debt securities to complete an
acquisition, which would reduce the equity interest of our stockholders or
subject our company to risks upon default

      We may issue our securities to acquire companies or assets. Most likely,
we will issue additional shares of our common stock or preferred stock, or both,
to complete acquisitions. If we issue additional shares of our common stock or
shares of our preferred stock, the equity interest of our existing stockholders
may be reduced significantly, and the market price of our common stock may
decrease. The shares of preferred stock we issue are likely to provide holders
with dividend, liquidation and voting rights, and may include participation
rights, senior to, and more favorable than, the rights and powers of holders of
our common stock.

      If we issue debt securities as part of an acquisition, and we are unable
to generate sufficient operating revenues to pay the principal amount and
accrued interest on that debt, we may be forced to sell all or a significant
portion of our assets to satisfy our debt service obligations, unless we are
able to refinance or negotiate an extension of our payment obligation. Even if
we are able to meet our debt service obligations as they become due, the holders
of that debt may accelerate payment if we fail to comply with, and/or are unable
to obtain waivers of, covenants that require us to maintain certain financial
ratios or reserves or satisfy certain other financial restrictions. In addition,
financial and other covenants in the agreements we may enter into to secure debt
financing may restrict our ability to obtain additional financing and our
flexibility in operating our business.

      We have significant indebtedness. We are significantly leveraged and our
indebtedness is substantial in relation to our stockholders' equity. Our ability
to make principal and interest payments will depend on future performance, which
is subject to many factors, some of which are outside our control. In the case
of a continuing default with respect to this indebtedness, the lender will have
the right to foreclose on our assets, which would have a material adverse effect
on our business. Payment of principal and interest on this indebtedness may
limit our ability to pay cash dividends to stockholders and the documents
governing this indebtedness prohibit the payment of cash dividends in certain
situations. Our leverage may also adversely affect our ability to finance future
operations and capital needs, may limit our ability to pursue business
opportunities and may make our results of operations more susceptible to adverse
economic conditions.

Future sales of our common stock, or the perception that such sales could occur,
could have an adverse effect on the market price of our common stock.

      We have approximately 23,082,500 shares of our common stock outstanding.
There are a limited number of holders of our common stock. Future sales of our
common stock, pursuant to a registration statement or Rule 144 under the
Securities Act, or the perception that such sales could occur, could have an
adverse effect on the market price of our common stock. The number of our shares
available for sale pursuant to registration statements or Rule 144 is very large
relative to the trading volume of our shares. Any attempt to sell a substantial
number of our shares could severely depress the market price of our common
stock. In addition, we may use our capital stock in the future to finance
acquisitions and to compensate employees and management, which will further
dilute the interests of our existing shareholders and could also depress the
trading price of our common stock.


                                       13
<PAGE>

Our business may be adversely affected by conditions in the financial markets
and economic conditions generally.

      In recent months, economic conditions worldwide and particularly in China
have deteriorated significantly, and may remain depressed for the foreseeable
future. These conditions make it difficult for us to accurately forecast and
plan future business requirements, and could cause us to slow or reduce our
business activities. Furthermore, during challenging economic times, we may face
issues gaining timely access to financing or capital infusion, which could
result in an impairment of our ability to continue our business activities. We
cannot predict the timing, strength or duration of any economic slowdown or
subsequent economic recovery, worldwide, in China, or in our industry.

      These and other economic factors could have a material adverse effect on
our financial condition and operating results. In addition, further negative
market developments may affect consumer confidence levels and may cause adverse
changes in payment patterns, lessened demand for our products and services, and
increased default rates among our clients . A worsening of these conditions
would likely exacerbate the adverse effects of these difficult market conditions
on us and others in our industry.

Item 2. Properties.

Our educational and principal operating facilities are located at 1 Suhua Road,
Shiji Jinrong Building Suite 801, Suzhou Industrial Park, Jiangsu Province,
215020, P.R. China. Our facilities consist of twenty buildings with 50,113
square feet of space housed on approximately 92,000 square meters of land. The
term of the lease expires March 2018 and the minimum rent for the next five
years is $1,645,735 per annum.

The principal facility from which Youbang operates is located at 105-205 Labor
Service Market, Huashan Road, Suzhou New District, Jiangsu Province, P.R. China
215129.

Item 3. Legal Proceedings.

We are not a party to any legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

On September 30, 2008, a majority of the holders of our issued and outstanding
stock approved, by written consent of in lieu of a special meeting, a 1-for-20
reverse split of our stock.

                                     PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.

Market for Our Common Stock

Our common stock is traded in the over-the-counter market (the OTC Bulletin
Board). From December 29, 2008, the date we effected a 1-for-20 reverse stock
split of our common stock, to the present, our common stock has been quoted
under the symbol "CIVS.OB".

The prices set forth below reflect the quarterly high and low closing price
information for shares of our common stock for the periods indicated. These
quotations reflect inter-dealer prices, without retail markup, markdown or
commission, and may not represent actual transactions. The prices set forth
below have been adjusted to reflect out 1-for-20 reverse stock split effected
December 29, 2008.

                                   High          Low
                                   ----          ---
2008
First Quarter                   $    4.10     $    1.60
Second Quarter                  $    2.20     $    0.60
Third Quarter                   $    1.06     $    0.60
Fourth Quarter                  $    0.18     $   0.024

2007
First Quarter                   $   22.00     $   13.00
Second Quarter                  $   35.00     $   10.30
Third Quarter                   $   30.00     $    5.20

Fourth Quarter                  $   10.00     $    4.00


                                       14
<PAGE>

      As of March 30, 2009, our common stock was held of record by approximately
27 stockholders, some of whom may hold shares for beneficial owners and have not
been polled to determine the extent of beneficial ownership.

      We have never paid cash dividends on our common stock. Holders of our
common stock are entitled to receive dividends, if any, declared and paid from
time to time by the Board of Directors out of funds legally available. We intend
to retain any earnings for the operation and expansion of our business and do
not anticipate paying cash dividends in the foreseeable future. Any future
determination as to the payment of cash dividends will depend upon future
earnings, results of operations, capital requirements, our financial condition
and other factors that our Board of Directors may consider.

Our Equity Compensation Plans

      The following table provides information as of December 31, 2008 about our
equity compensation plans and arrangements.

Equity Compensation Plan Information - December 31, 2008

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                            Number of securities to      Weighted-average         Number of securities remaining
                            be issued upon exercise      exercise price of      available for future issuance under
                            of outstanding options,    outstanding options,    equity compensation plans (excluding
   Plan category              warrants and rights       warrants and rights     securities reflected in column (a))
-------------------------------------------------------------------------------------------------------------------
                                      (a)                       (b)                             (c)
-------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                        <C>                             <C>
Equity compensation
plans approved by                    none                       none                            none
security holders
-------------------------------------------------------------------------------------------------------------------
Equity compensation
plans not approved by                none                       n/a                              0
security holders
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Purchases of Equity Securities by the Company and Affiliated Purchasers

      During the fourth quarter of our fiscal year ended December 31, 2008,
neither we nor any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under
the Exchange Act) purchased any shares of our common stock, the only class of
our equity securities registered pursuant to section 12 of the Exchange Act.


                                       15
<PAGE>

Recent Sales of Unregistered Securities

      On March 6, 2009, the Company issued an aggregate of 20,000,000 shares of
its common stock to Jianwei Wu, Wei Li, Surong Gong, Changgen Ma,Yongxia Tan,
Junhua Tang, and Xuehui Jiang in connection with the acquisition by Su Zhou Blue
Tassel School, its wholly-owned subsidiary, of 90% of the outstanding shares of
the capital stock of Youbang Human Resource Company, a Chinese company, pursuant
to the Purchase Agreement.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation

The following discussion should be read in conjunction with our financial
statements and notes thereto included in this report. All information presented
herein is based on our fiscal years ended December 31, 2008 and 2007. Because
the acquisition of Youbang occurred in March 2009, the financial statements
included with this filing and the financial discussion below do not reflect its
operations. Financial statements reflecting the operations of Youbang will be
filed in an 8-K in accordance with the regulations of the Securities and
Exchange Commission.

Results of Operations

Comparison of Revenue for the Years Ended December 31, 2008 and 2007

                                           2008          2007
                                       -----------   -----------
     Revenue
     Tuition fees                      $ 5,253,656   $ 6,254,262
     Accommodation fees                    570,454       604,141
     Other                                 256,667       271,112
                                       -----------   -----------
     Total Revenue                     $ 6,080,777   $ 7,129,515
                                       ===========   ===========

Net revenue for the year ended December 31, 2008 totaled $6,080,777, a decrease
of $1,048,738, or approximately 15% compared to $7,129,515 for the year ended
December 31, 2007. The revenue from tuition fees was $5,253,656 for the year
ended December 31, 2008, a decrease of $1,000,606, or 16% compared to $6,254,262
for the year ended December 31, 2007. The decrease in tuition fees was primarily
contributable to reduced enrollment fees and reduced collections of tuition fees
from third parties. Our current enrollment (as of December 31, 2008) was 1,925
students, a decrease of 145 students, or 7%, compared to an enrollment of 2,070
students as of December 31, 2007.


                                       16
<PAGE>

Comparison of Operating Expenses for the Years Ended December 31, 2008 and 2007

                                                      2008          2007
                                                  -----------   -----------
     Operating Expenses
     Teachers salaries and related expenses       $ 1,789,290   $ 1,878,743
     Professional and consulting fees               1,897,765     1,928,440
     Rental and related expenses                    1,481,290       176,017
     Depreciation and amortization expenses         1,146,903       983,247
     Other general and administrative expenses      1,141,823     1,026,533
                                                  -----------   -----------
     Total Operating Expenses                     $ 7,457,071   $ 5,992,980
                                                  ===========   ===========

Operating expenses for the year ended December 31, 2008 totaled $7,457,071,
representing an increase of $1,464,091, compared to $5,992,980 for the year
ended December 31, 2007. The increase in operating expenses was mainly due to an
increase in rental and related expenses of $1,305,273 as a result of the sale
and lease back of our buildings and land use right in March 2008.

Comparison of Other Income and Expenses for the Years Ended December 31, 2008
and 2007

Other income and expense for the year ended December 31, 2008 totaled a net
expense of $3,826,275, an increase of $3,055,117, compared to net expense of
$771,758 for the year ended December 31, 2007. The increased net expense mainly
resulted from the loss on sale and leaseback of real property to a related
party. (See note 4 to Financial Statements). The loss represents the difference
between the carrying value of the property sold and the fair value of the
consideration received - i.e., the present value of future cash inflows (lease
payments). The Company recorded a loss of $5,169,294 at the date of the
transaction. The discount will be accreted in proportion to the payments
received and will be recorded under the caption "accretion of discount" in the
other income section. During 2008, the accretion of discount totaled $2,280,191.
The net effect is a $2,889,103 increase of other expenses for the year ended
December 31, 2008.

Comparison of Income (Loss) from Continuing Operations for the Years Ended
December 31, 2008 and 2007

Our loss from continuing operations was $5,203,169 for the year ended December
31, 2008 compared to income from continuing operations of $364,777 for the year
ended December 31, 2007. The net loss in 2008 was a consequence of the decrease
in revenue and increase in operating expenses and other expenses described
above.

Liquidity and Capital Resources

Cash has historically been generated from operations. Operations and liquidity
needs are funded primarily through cash flows from operations and short-term
borrowings. Cash and cash equivalents were $58,984 and $227,887 at December 31,
2008 and 2007, respectively. The current assets totaled $62,955 and $928,502 at
December 31, 2008 and 2007, respectively. The Company's total current
liabilities were $13,320,723 and $11,444,022 at December 31, 2008 and 2007,
respectively. Working capital deficit was $13,257,768 and $10,515,520 at
December 31, 2008 and 2007, respectively.


                                       17
<PAGE>

Net cash provided by operating activities was $2,455,012 and $3,723,962 for the
year ended December 31, 2008 and 2007, respectively. The decrease in net cash
provided by operating activities was a result of a decrease in our accounts
payable and accrued expenses. As of December 31, 2008, our accounts payable and
accrued expenses were $938,120, a decrease of $2,042,288, compared to
$$2,980,408 at December 31, 2007.

During 2008, repayment of bank borrowings was $4,606,720, compared to $1,975,050
in 2007. Net cash received from related party was $1,641,232 during 2008.

Historically, operations, short term financing and the sale of our company stock
have been sufficient to meet our cash needs. Our school is a reputable school in
the City of Suzhou. The tuition income will be relatively stable in the
foreseeable future. We believe that we will be able to generate enough cash
through our school to cover our daily operating needs in the next twelve months,
and that the acquisition of Youbang will not require substantial cash infusions
in the immediate future. We will focus our efforts on reducing operating costs,
especially administrative expenses in the next twelve months. However, our
actual working capital needs for the long and short term will depend upon
numerous factors, including operating results, competition, and the availability
of credit facilities, none of which can be predicted with certainty. Future
expansion will be limited by the availability of capital.

Critical Accounting Policies and Estimates

Financial Reporting Release No. 60, published by the SEC, recommends that all
companies include a discussion of critical accounting policies used in the
preparation of their financial statements. While all these significant
accounting policies impact our financial condition and results of operations, we
view certain of these policies as critical. Policies determined to be critical
are those policies that have the most significant impact on our consolidated
financial statements and require management to use a greater degree of judgment
and estimates. Actual results may differ from those estimates.

We believe that given current facts and circumstances, it is unlikely that
applying any other reasonable judgments or estimate methodologies would cause a
material effect on our consolidated results of operations, financial position or
liquidity for the periods presented in this report.

General

The Company's Consolidated Financial Statements are prepared in accordance with
U.S. generally accepted accounting principles, which require management to make
estimates, judgments and assumptions that affect the reported amounts of assets,
liabilities, net revenue and expenses, and the disclosure of contingent assets
and liabilities. Management bases its estimates on historical experience and on
various other assumptions that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Senior management has discussed the development, selection and
disclosure of these estimates with the Board of Directors. Management believes
that the accounting estimates employed and the resulting balances are
reasonable; however, actual results may differ from these estimates under
different assumptions or conditions.

Revenue Recognition

The Company's revenue consists of tuition fees, donated tuition fees,
accommodation fees and others. Those fees will usually be paid in advance at the
beginning of a semester. Spring semester runs from February to July. Autumn
semester runs from August to January. The Company will prorate the fees
collected to applicable months during the semester and realize the revenue in
the corresponding period and record unrealized fees collected as deferred
income. As of December 31, 2008, the deferred income totaled $930,100, which
represents fees applied for the month of January 2009 and advance payments for
the spring semester.


                                       18
<PAGE>

Fair Value of Financial Instruments

In connection with the determination of accounts receivable from related party
(Note 4), the Company used the following assumptions to calculate the present
value at the date of the transactions: (1), annual rent payments of $1,603,405;
(2), term of ten years; (3), interest rate of 7% per annum.

Foreign Currency Translation

The consolidated financial statements of the Company are translated pursuant to
SFAS No. 52, "Foreign Currency Translation." The Company's subsidiary, Blue
Tassel School, is located and operated in China. The Chinese Yuan is the
functional currency. The financial statements of Blue Tassel School are
translated to U.S. dollars using year-end exchange rates (published by the
Federal Reserve Bank) for assets and liabilities, and average exchange rates
(published by the Federal Reserve Bank) for revenues, costs and expenses.
Translation gains and losses are recorded in accumulated other comprehensive
income as a component of stockholders' equity. Transaction gains or losses
arising from exchange rate fluctuation on transactions denominated in a currency
other than the functional currency are included in the consolidated results of
operations.

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing arrangements and have
never established any special purpose entities. We have not guaranteed any debt
or commitments of other entities or entered into any options on non-financial
assets.

Item 8. Financial Information and Supplementary Data.

The financial information required by this item is attached hereto beginning on
page F-1.

Item 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

On June 23, 2008 the Company elected to terminate the services of Kabani &
Company, Inc. as the Company's independent auditors.

Kabani & Company, Inc. performed the audits for the two year period ended
December 31, 2007 and 2006, which did not contain any adverse opinion or a
disclaimer of opinion, nor was the opinion as to either audit qualified or
modified as to uncertainty, audit scope or accounting principles.

The decision to change accountants was approved by the Company's Board of
Directors.

During the Company's two most recent fiscal years and during any subsequent
interim period prior to the June 23, 2008, termination as the Company's
independent auditors, there were no disagreements with Kabani & Company, Inc,
with respect to accounting or auditing issues of the type discussed in Item
304(a)(iv) of Regulation S-K.

On June 23, 2008, the Company's board of directors approved the engagement of
the firm of Michael T. Studer CPA, P.C., (the "Studer Group") Suite 311, 18 East
Sunrise Highway, Freeport, New York 11520 as the Company's independent auditors.
Such appointment was accepted by Michael T. Struder, principal partner of the
firm.


                                       19
<PAGE>

During the Company's two most recent fiscal years or any subsequent interim
period prior to engaging the Studer Group, neither the Company, nor any other
person on the Company's behalf, had consulted with the Studer Group regarding
the application of accounting principles to a specified transaction or the type
of audit opinion that might be rendered on the Company's financial statements.

On June 24, 2008, Kabani & Company, Inc. was supplied a copy of this disclosure
and requested that it furnish a letter to the Company, addressed to the SEC,
stating that it agreed with the statements made herein or the reasons why it
disagreed.

Item 9A(T). Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e)
under the Exchange Act) that are designed to ensure that information that would
be required to be disclosed in Exchange Act reports is recorded, processed,
summarized and reported within the time period specified in the SEC's rules and
forms, and that such information is accumulated and communicated to our
management, including to the Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.

As required by Rule 13a-15 under the Exchange Act, under the supervision and
with the participation of our management, including Mr. Yongqi Zhu, our Chairman
and Chief Executive Officer and Mr. Jian Xue, our Chief Financial Officer, we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of December 31, 2008. Based on that evaluation, Mr.
Zhu and Mr. Xue concluded that because of the material weakness in internal
control over financial reporting described below, our disclosure controls and
procedures were not effective as of December 31, 2008.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in the Securities and
Exchange Act of 1934 rules. Management, under our supervision, conducted an
evaluation of the effectiveness of the company's internal control over financial
reporting based on the framework in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on our evaluation under the framework in Internal Control -
Integrated Framework, management concluded that the company's internal control
over financial reporting was not effective as of December 31, 2008.

Internal control over financial reporting refers to the process designed by, or
under the supervision of Mr. Yongqi Zhu, our Chief Executive Officer, and Mr.
Jian Xue, our Chief Financial Officer, and effected by our Board of Directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. GAAP, and includes
those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with U.S. GAAP, and
that our receipts and expenditures are being made only in accordance with the
authorization of our management and directors; and


                                       20
<PAGE>

(3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In connection with their review of our internal controls over financial
reporting for the fiscal year ended December 31, 2008, our management concluded
that there were several significant deficiencies that when combined, resulted in
a material weakness in our internal controls over our ability to produce
financial statements free from material misstatements. The material weakness
resulted from a combination of the following significant deficiencies:

      o Lack of documentation and review of financial information by our
accounting personnel with direct oversight responsibility, and lack of analysis
and reconciliation of certain accounts on a periodic basis, and the failure of
the accounting system to provide information related to expenditures on a
project-by-project basis;

      o Lack of timely identification, research and resolution of accounting
issues and lack of documentation of consideration of recent accounting
pronouncements;

      o Absence of documented controls over our related party transactions; and

      o Lack of technical accounting expertise among senior financial staff
regarding US GAAP and the requirements of the PCAOB, and regarding the
preparation of draft financial statements. The above-noted material weaknesses
were first noted in management's review for the year ended December 31, 2007.
Although the Company has attempted to rectify these deficiencies, certain of
them remain, and the Company will continue to seek to rectify them.

      These weaknesses, which caused our management to conclude that our
internal control over financial reporting was not effective as of December 31,
2007, were however improved upon significantly in 2008, and we expect that these
steps, when further implemented in the near term, will correct the material
weaknesses described above. We do not believe that the costs of remediation for
the above material weaknesses will have a material effect on our financial
position, cash flow, or results of operations.


                                       21
<PAGE>

Changes in Internal Control over Financial Reporting

      In order to further enhance our internal controls, our management, with
the participation of Mr. Zhu and Mr. Xue, has recommended the implementation of
the following changes by the end of the second quarter of 2009:

      o the restructuring of our relationships with related parties to address
our controls over related party transactions;

      o the hiring of additional accounting personnel to assist us in the timely
identification, research and resolution of accounting issues and with our
documentation processes;

      o the hiring of additional high-level accounting personnel with experience
in US GAAP to monitor all financial and accounting affairs throughout the
Company; and

      o the engagement of a third-party financial consulting firm to assist
management in evaluating complex accounting issues on an as-needed basis, and
the implementation of systems to improve control and review procedures over all
financial statement and account balances.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.

During the fiscal year ended December 31, 2008, there were no changes in our
internal control over financial reporting identified in connection with the
evaluation performed during the fiscal year covered by this report that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting, except as otherwise noted above.

Item 9B. Other Information.

Not applicable.


                                       22
<PAGE>

                                    PART III

Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate
Governance; Compliance with Section 16(a) of the Exchange Act.

      The following table sets forth information with respect to the current
directors and executive officers of the Company.

      Name of Individual      Age      Position with the Company
      -------------------------------------------------------------------
      Yongqi Zhu              51       Director, Chief Executive Officer
      Qian Gao                27       Director, Secretary
      Jian Xue                39       Chief Financial Officer
      Yipeng Lu               46       Director
      Fugeng Xia              68       Director
      Haiming Zhang           46       Director
      Jianwei Wu              38       Director

The business experience of each director and executive officer of the Company is
set forth below.

Yongqi Zhu -

      Mr. Zhu graduated from Zuzhou University and Beijing University and
received an MBA degree at Singapore Nanyang Technological University. He
previously worked at several governmental departments of Wuxian, Jiangsu
Province as office manager, deputy general manager, general manager and
Communist Party secretary. His outstanding performance at each of these
positions led to a great deal of appreciation from his colleagues and community.
With support from the government and with great enthusiasm for contributing to
the education industry, Zhu started Blue Tassel School in 2001. Zhu also served
as the manager of Brighter International Limited ("BIL").

Qian Gao -

      Ms. Gao graduated from Foreign Yangzhou University in 2004, majoring in
English. In 2003, while a student at Foreign Yangzhou University, Ms. Gao was
chosen to continue her studies at Valdosta State University, located at
Valdosta, Georgia, U.S.A. She worked at the Project Promotion Bureau of Suzhou
Wuzhong Economic Development Zone, as a project manager and served as a vice
director of the department from 2004 to 2006. In October 2006, she joined
Brighter International Limited ("BIL").

Jian Xue -

      Ms. Xue graduated from Nanjing Institute of Financial, majoring in
accounting. Ms. Xue is an experienced accountant and worked at several of
China's renowned accounting companies both as an accountant and as an auditor.
Ms. Xue has also worked at Suzhou Governmental Chemical Union as an accounting
specialist. From 1998 to 2002, she worked at Suzhou Jiatai Union, an accounting
company, and served as office manager and deputy director. Ms. Xue has
experience in the fields of administration management and financial management.
In 2002, Ms. Xue joined BIL.


                                       23
<PAGE>

Yipeng Lu -

      Mr. Lu began his teaching career at High School Affiliated to Nanjing
Normal University after graduating from Nanjing Normal University in 1983. In
1989, as a representative of China's young teachers, Mr. Lu was chosen by
China's Education Commission to continue his studies in Japan. During 1995 Mr.
Lu served as the principal of the High School Affiliated to Nanjing Normal
University. In July 2001 Mr. Lu, as one of the sponsors, joined BTS. Currently
he is the principal of BTS; serves as vice-president of the provincial
educational association; is a supervisor of post-graduate master students in the
Chemistry Department of Nanjing Normal University; and is a visiting professor
at Nanjing Xiaozhuang College. Since 1992 Mr. Lu has been recognized as one of
Nanjing's top chemistry teachers and one of the top ten teachers in Nanjing. In
1997 he was recognized as the outstanding education specialist of Jiangsu
Province and awarded the gold prize for excellence in education by Hong Kong's
Bonington Education Foundation.

Fugeng Xia -

      Mr. Xia was chosen as one of China's top educators in 1989. In 1992 he
served as vice-principal of Suzhou No. 10 High School. At the same time, he was
the director for the Olympic Mathematics Contests. Mr. Xia educated and coached
a large number of students who won the first prize in the national and
provincial Olympic Mathematics Contests. Mr. Xia has written more than ten
theses which were published by important national level journals. Mr. Xia joined
BTS in July of 2001. Currently he is not only the vice-principal of BTS, but
also serves as a director of Jiangsu Provincial High School Mathematics
Association, as well as being the vice-president of Suzhou High School
Mathematics Association. In addition to his educational activities, Mr. Xia has
been a standing member of the National People's Congress, and served as a
representative in the tenth session of the Suzhou Municipal People's Congress.

Haiming Zhang -

      Mr. Zhang graduated from Nanjing Normal University in 1983, and began his
teaching career at High School Affiliated to Nanjing Normal University in 1992.
He was the coach of the International Olympic Physics Contest in Nanjing for 10
years and trained and mentored a large number of students who won the first
prize in national and provincial Olympic Physics Contests. Mr. Zhang was the
director of the Dean's Office at High School Affiliated to Nanjing Normal
University. Mr. Zhang, as one of the sponsors, joined Blue Tassel School in July
2001. Mr. Zhang has written more than ten theses which were published in
distinguished national and provincial teaching journals in the fields of
management, science and technology education, and physics.

Jianwei Wu -

      Mr. Wu, the director of Youbang Human Resource Company since 2006, was
appointed as the director of the Company on March 6, 2009. From 1996 to 2006,
Mr. Wu worked with Jiang Su Wu Zhong Economic and Technological Development
Corporation as a Logistics Office director. From 1993 to 1995, he worked with Wu
Zhong Economic Development Zone Materials Corporation as a manager of marketing
and sales activities.

DIRECTOR COMPENSATION

      Directors of the Company are not compensated in cash for their services
but are reimbursed for out-of-pocket expenses incurred in furtherance of our
business.


                                       24
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Exchange Act, as amended, requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
China Ivy's common stock to file reports of their beneficial ownership and
changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC.
Executive officers, directors, and greater-than-ten percent holders are required
to furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of such forms received by it, except as provided below, the
Company believes that all filing requirements applicable to its directors,
executive officers and beneficial owners of 10% or more of the common stock have
been complied with since April 14, 2003, the date that the Company registered on
Form 8-A its class of common stock under Section 12(g) of the Securities
Exchange Act of 1934, as amended.

Code of Ethics

      The Company has not yet adopted a code of ethics to apply to its principal
executive officer, principal financial officer, principal accounting officer and
controller, or persons performing similar functions because, until recently, we
have not been an operating company. The Company expects to prepare a Code of
Ethics in the near future.

Audit Committee

      Presently we do not have an Audit Committee. We intend to establish an
Audit Committee and such other committees as may be required when sufficient
members and resources are available, and at such time the Company's Board of
Directors will establish the Audit Committee. The Audit Committee will have a
designated Audit Committee Financial Expert who will be responsible for
reviewing the results and scope of the audit, and other services provided by the
independent auditors, and review and evaluate the system of internal controls.
No final determination has yet been made as to the memberships of these
committees or when we will have sufficient members to establish the committees.

Item 11. Executive Compensation.

      The following sets forth the annual and long-term compensation for the
fiscal year ended December 31, 2008 and 2007, paid to the Company's Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"). No director,
officer or employee has a contract or commitment to receive annual compensation
in excess of $100,000.

                                                      2008          2007
                                                      ----          ----

Yongqi Zhu, Chief Executive Officer                 $ 17,653      $137,100
Jian Xue, Chief Financial Officer                   $ 11,805      $ 27,420


                                       25
<PAGE>

Summary Compensation Table

                           Summary Compensation Table

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                Change in
                                                                               Pension Value
                                                                                   and
                                                                               Nonqualified
      Name                                                      Non-Equity       Deferred
      and                                  Stock     Option   Incentive Plan   Compensation    All Other
    Principal            Salary   Bonus    Awards    Awards    Compensation      Earnings     Compensation    Total
    Position     Year     ($)      ($)      ($)       ($)          ($)             ($)            ($)          ($)
      (a)        (b)      (c)      (d)      (e)       (f)          (g)             (h)            (i)          (j)
---------------------------------------------------------------------------------------------------------------------
<S>              <C>      <C>     <C>       <C>       <C>          <C>             <C>            <C>         <C>
  Yongqi Zhu,    2007     None    137,100   None      None         None            None           None        137,100
      CEO
---------------------------------------------------------------------------------------------------------------------
 Jian Xue, CFO   2007     None    27,420    None      None         None            None           None        27,420
---------------------------------------------------------------------------------------------------------------------
   Qian Gao,     2007     None    None      None      None         None            None           None        None
   Secretary
---------------------------------------------------------------------------------------------------------------------
</TABLE>

      The Company currently has no formal written salary arrangement with its
Chief Executive Officer and, while no specific annual salary or length of
employment has been determined, the Company anticipates providing an annual
salary not to exceed $100,000 commencing with the successful expansion of
business. The salary will be paid out of revenues, if any, or accrued if
sufficient cash is not available to make payments.


                                       26
<PAGE>

Outstanding Equity Awards at Fiscal Year-End Table

The Company does not currently have a pension plan, stock option plan,
non-equity incentive plan or deferred compensation arrangement. We plan to
implement a more comprehensive compensation program, which takes into account
other elements of compensation, including but not limited to non-cash and other
equity-based compensation such as stock options, but did not do so during the
year ended December 31, 2008.

                                      NONE

Item 12. Security Ownership of Certain Beneficial Owners and Management Related
Stockholder Matters.

      We have 23,082,500 shares of common stock outstanding as of March 27,
2009. The following table sets forth certain information regarding the
beneficial ownership of our common stock as of March 27, 2009 by: (i) each
person who, to our knowledge, beneficially owns more than 5% of our common
stock; (ii) each of our current directors and executive officers; and (iii) all
of our current directors and executive officers as a group. Unless otherwise
noted below, we believe that all persons named in the table have sole voting and
investment power with respect to all shares of Common Stock beneficially owned
by them. For purposes hereof, a person is deemed to be the beneficial owner of
securities that can be acquired by such person within 60 days from the date
hereof upon the exercise of warrants or options or the conversion of convertible
securities. Each beneficial owner's percentage ownership is determined by
assuming that any warrants, options or convertible securities that are held by
such person (but not those held by any other person) and which are exercisable
within 60 days from the date hereof, have been exercised.

<TABLE>
<CAPTION>
Name of Beneficial Owner                                Number of Shares         Percent of Outstanding Shares
------------------------                                ----------------         -----------------------------
<S>                                                     <C>                           <C>
Yongqi Zhu                                               1,183,650                       5%

Ming Long Industry
Asia Company Limited (1)                                   335,000                       *

Yipeng Lu                                                  151,500                       *

Haiming Zhang                                               75,750                       *

Qian Gao                                                         0                       0%

Jian Xue                                                         0                       0%

Fugeng Xia                                                       0                       0%

Jianwei Wu                                               5,400,000                    23.4%

Wei Li                                                   5,000,000                    21.6%

Surong Gong                                              4,400,000                      19%

Changgen Ma                                              2,000.000                     8.7%

Yongxia Tan                                              1,600,000                     6.9%

(1)   Minglong is owned and operated by Mr. Yongqi Zhu, our President and CEO.

All Officers and Directors as a Group (7 persons):       7,145,900                     31%

</TABLE>


                                       27
<PAGE>

The address of each of our current officers and directors is 1 Suhua Road, Shiji
Jinrong Building Suite 801, Suzhou Industrial Park, Jiangsu Province, 215020,
P.R. China.

Item 13. Certain Relationships and Related Transactions.

Minglong is controlled by Yongqi Zhu, the chief executive officer and a
shareholder of the Company. On May 24, 2007 the Company obtained the Property
Titles on twenty buildings and accompanying infrastructures located in Suzhou
City Wuzhou Economy Development District from its former shareholder Minglong,
totaling 50,113.81 square meters, which were and are pledged under bank
borrowings. The net historical value of the buildings transferred amounted to
approximately $10,441,053 as of December 31, 2007.

On May 24, 2007, the Company obtained the National Land Use Right and house
property title for the land, buildings and accompanying infrastructures where
Blue Tassel School is operating from the former shareholder Minglong. The piece
of land totals 91,993.32 square meters, and was and is pledged under bank
borrowings. The land use right will expire on January 17, 2051. The land use
right was recorded at $5,516,431 net of accumulated amortization expense of
$69,929 as of December 31, 2007.

On March 12, 2008, Blue Tassel School sold the Land Use Right of 91,993.32
square meters and twenty Buildings of 50,113.81 square meters to its former
shareholder Minglong with the sales price of $5,563,692 and $10,405,554
respectively, totaling $15,969,246 (RMB111,829,458). Blue Tassel School leased
back the buildings from Minglong from the date of sale.

On March 12, 2008, Blue Tassel School sold the Land Use Right of 91,993.32
square meters and twenty Buildings of 50,113.81 square meters to its former
shareholder Minglong with the sales price of $5,563,392 and $10,405,554
respectively, totaling $15,933,526 (RMB111,829,458). Blue Tassel School leased
back the land use right and buildings from Minglong from the date of sale.

Item 14. Principal Accountant Fees and Services.

The following table sets forth the fees accrued or paid to the Company's
independent registered public accounting firms during fiscal years 2008 and
2007. The Company's financial statements for the year ended by December 31, 2008
were audited by Michael T. Studer, CPA, P.C. The Company's financial statements
for the year ended by December 31, 2007 were audited by Kabani & Company, Inc.


                                       28
<PAGE>

                                               Fiscal Year Ended
                                   December 31, 2008*        December 31, 2007
        Audit Fees                      $50,000                   $35,000
        Audit-Related Fees              None                      None
        Tax Fees                        None                      None
        All Other Fees                  None                      None

*Kabani & Company Inc. received $8,500 for its work during the first quarter of
2008, prior to its replacement by Michael Studer CPA P.C.

Item 15. Exhibits.

Exhibit No.     Description
-----------     -----------

LIST OF EXHIBITS

2.2             Share Exchange Agreement between Safe Cell Tab Inc. and
                Registrant, incorporated herein by reference to Exhibit 2 to the
                Registrant's Current Report on Form 8-K filed on September 4,
                2003.
2.3             Amended Share Exchange Agreement between Safe Cell Tab Inc. and
                Registrant, incorporated herein by reference to Exhibit 2 to the
                Registrant's Current Report on Form 8-K/A filed on March 26,
                2004.
3.1             Articles of Incorporation, incorporated herein by reference to
                Exhibit 3.1 to the Registrant's Registration Statement on Form
                SB-2 filed on January 26, 2001.
3.2             Bylaws, incorporated herein by reference to Exhibit 3.2 (I) to
                the Registrant's Registration Statement on Form SB-2 filed on
                January 26, 2001.
3.3             Amended Bylaws, incorporated herein by reference to Exhibit 3.2
                (II) to the Registrant's Registration Statement on Form SB-2
                filed on January 26, 2001.
3.4             Amended Bylaws, incorporated herein by reference to Exhibit 3 to
                the Registrant's Quarterly Report on Form 10-QSB filed on
                February 2, 2004. Disclosure Statement in favor of Plan of
                Reorganization, incorporated herein by reference to Exhibit 99.1
                to the Registrant's Current Report on Form 8-K filed on August
                29, 2004.
3.5             Certificate of Correction to the Certificate of Correction to
                the Articles of Incorporation, incorporated herein by reference
                to Exhibit 3.1 to the Registrant's Current Report on Form 8-K
                filed on August 29, 2006.
3.6             Certificate of Designations to the Articles of Incorporation,
                designating Series A Convertible Preferred Stock, incorporated
                herein by reference to Exhibit 3.2 to the Registrant's Current
                Report on Form 8-K filed on August 29, 2006.
3.7             Certificate of Amendment to Articles of Incorporation changing
                the name from Claremont Technologies Corp. to China Ivy School,
                Inc., incorporated herein by reference to Exhibit 3.1 to the
                Registrant's Current Report on Form 8-K filed on January 8,
                2007.


                                       29

<PAGE>

4.1             2007 Equity Incentive Plan, incorporated herein by reference to
                Exhibit 4.1(I) to the Registrant's Registration Statement on
                Form S-8 filed on January 22, 2007.
10.3            Stock Purchase Agreement between Xu Zuqiang and Registrant,
                incorporated herein by reference to Exhibit 10.1 to the
                Registrant's Current Report on Form 8-K filed on June 12, 2006.
10.4            Amendment to Stock Purchase Agreement between Xu Zuqiang and
                Registrant, incorporated herein by reference to Exhibit 10.1 to
                the Registrant's Current Report on Form 8-K filed on August 29,
                2006.
10.6            Share Exchange Agreement among Brighter International Limited,
                Blue Tassel School and the shareholders of Brighter
                International Limited and Registrant, incorporated herein by
                reference to Exhibit 10.1 to the Registrant's Current Report on
                Form 8-K filed on October 13, 2006.
10.7            Standby Fixed Price Equity Distribution Agreement between
                certain investors and the Registrant, incorporated herein by
                reference to Exhibit 99.1 to the Registrant's Current Report on
                Form 8-K filed on May 31, 2007.
10.8            Purchase and Sale Agreement dated as of March 6, 2009 by and
                among Su Zhou Blue Tassel School and Jianwei Wu, Wei Li, Surong
                Gong, Changgen Ma, Yongxia Tan, Junhua Tang, and Xuehui Jiang.
                incorporated herein by reference to Exhibit 10.1 to the
                Registrant's Current Report on Form 8-K filed on March 9, 2009.
16.1            Kabani & Company, Inc. letter regarding change of accountant,
                incorporated herein by reference to Exhibit 10.1 to the
                Registrant's Current Report on Form 8-K filed on June 26, 2008.
21.1            List of Subsidiaries
31.1            Chief Executive Officer pursuant to Rule 13a-14(a) under the
                Securities Exchange Act of 1934.
31.2            Certification of Chief Financial Officer pursuant to Rule
                13a-14(a) under the Securities Exchange Act of 1934.
32.1            Certification of Chief Executive Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2            Certification of Chief Financial Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).


                                       30
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated: April 14, 2009

                                            CHINA IVY SCHOOL, INC.


                                            By: /s/ Yongqi Zhu
                                                --------------------------------
                                                Yongqi Zhu
                                            Chairman and Chief Executive Officer
                                            (principal executive officer)


                                            By: /s/ Jian Xue
                                                --------------------------------
                                                Jian Xue
                                            Chief Financial Officer
                                            (principal financial
                                            and accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant on
April 14, 2009 in the capacities indicated.

Signature                          Title

/s/ Yongqi Zhu
--------------------         Chairman, Chief Executive Officer (principal
                             executive officer) and a Director
/s/ Jian Xue
--------------------         Chief Financial Officer

/s/ Qian Gao
--------------------         Director

/s/ Xipeng Liu
--------------------         Director

/s/ Fuqeng Xia
--------------------         Director

/s/ Haiming Zhang
--------------------         Director

/s/ Jianwei Wu
--------------------         Director

                                       31
<PAGE>

                     CHINA IVY SCHOOL, INC. AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS

                                                                          Page

Reports of Independent Registered Public Accounting Firms              F-1 - F-2

Consolidated Balance Sheets
   as of December 31, 2008 and 2007                                       F-3

Consolidated Statements of Operations
   for the Years ended December 31, 2008 and 2007                         F-4

Consolidated Statements of Stockholders' Equity
   for the Years ended December 31, 2008 and 2007                         F-5

Consolidated Statements of Cash Flows
   for the Years ended December 31, 2008 and 2007                         F-6

Notes to Consolidated Financial Statements                            F-7 - F-18

<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
China Ivy  School, Inc.

I have audited the accompanying consolidated balance sheets of China Ivy School,
Inc. and subsidiaries (the "Company") as of December 31, 2008 and the related
consolidated statements of operations, stockholders'(deficit) equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit. The consolidated financial statements of
China Ivy School, Inc. and subsidiaries as of December 31, 2007 and for the year
then ended were audited by another auditor whose report dated February 25, 2008
expressed an unqualified opinion on those statements.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of China Ivy School,
Inc. and subsidiaries as of December 31, 2008 and the results of their
operations and cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States.


                                           /s/ Michael T. Studer CPA P.C.
                                           ------------------------------
                                               Michael T. Studer CPA P.C.

Freeport, New York
April  9, 2009


                                      F - 1
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
China Ivy School, Inc.,

We have audited the accompanying consolidated balance sheet of China Ivy School
(the "Company") and its subsidiaries as of December 31, 2007 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year ended December 31, 2007. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit. We did
not audit the financial statements of Safe Cell Tab Inc., a wholly owned
subsidiary, whose statements reflect total assets of $11,096 as of December 31,
2007, and total loss of $16,500 for the year ended December 31, 2007. Those
statements were audited by another auditor whose report has been furnished to
us, and our opinion, insofar as it relates to the amounts included for Safe Cell
Tab Inc., is based solely on the report of the other auditor.

We conducted our audit of these statements 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. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit and the report of the other auditor provide a reasonable basis for our
opinion.

In our opinion, based on our audit and the report of other auditor, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated balance sheet of China Ivy School, Inc. and
its subsidiaries as of December 31, 2007, and the results of its consolidated
statements of operations and its cash flows for the year ended December 31, 2007
in conformity with accounting principles generally accepted in the United States
of America.


/s/ KABANI & COMPANY, INC.

CERTIFIED PUBLIC ACCOUNTANTS

Los Angeles, California
February 25, 2008


                                      F - 2
<PAGE>

                     CHINA IVY SCHOOL, INC. AND SUBSIDIARIES
                     (FORMERLY CLAREMONT TECHNOLOGIES CORP.)
                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2008 AND 2007

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                        2008              2007
                                                                                    ------------      ------------
<S>                                                                                 <C>               <C>
Current Assets
   Cash and cash equivalents                                                        $     58,984      $    227,887
   Restricted cash                                                                            --           685,500
   Prepaid expenses                                                                        3,971            12,941
   Other receivables                                                                          --             2,174
                                                                                    ------------      ------------
           Total Current Assets                                                           62,955           928,502

Receivable from related party                                                          6,026,246                --
Property, Plant and Equipment, net                                                     8,471,639        19,232,484
Land Use Right, net                                                                           --         5,516,431
                                                                                    ------------      ------------
Total Assets                                                                        $ 14,560,840      $ 25,677,417
                                                                                    ============      ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts payable and accrued expenses                                            $    938,120      $  2,980,408
   Payables to related parties                                                           752,893         1,630,650
   Deferred revenue                                                                      930,100           481,229
   Bank borrowings                                                                    10,699,610         6,169,500
   Net liabilities of the discontinued entity                                                 --           182,235
                                                                                    ------------      ------------
Total Current Liabilities                                                             13,320,723        11,444,022

Bank borrowings - long term portion                                                           --         8,226,000
                                                                                    ------------      ------------
Total Liabilities                                                                     13,320,723        19,670,022
                                                                                    ------------      ------------

Stockholders' Equity
   Preferred Stock, $0.001 par value; 50,000,000 shares authorized,
     none issued and outstanding as of December 31, 2008 and 2007                             --                --
   Common stock, $.001 par value, 100,000,000 shares authorized;
     3,082,500 shares issued and outstanding  as of December 31, 2008 and 2007             3,083             3,083
   Additional paid in capital                                                          4,302,907         4,113,446
   Statutory reserves                                                                    480,813           480,813
   Accumulated other comprehensive income                                                754,008           500,352
   Retained (deficit) earnings                                                        (4,300,694)          909,701
                                                                                    ------------      ------------
   Total Stockholders' Equity                                                          1,240,117         6,007,395
                                                                                    ------------      ------------
Total Liabilities and Stockholders' Equity                                          $ 14,560,840      $ 25,677,417
                                                                                    ============      ============
</TABLE>

                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                      F - 3
<PAGE>

                     CHINA IVY SCHOOL, INC. AND SUBSIDIARIES
                     (FORMERLY CLAREMONT TECHNOLOGIES CORP.)
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

<TABLE>
<CAPTION>
                                                                                                     2008              2007
                                                                                                  -----------      -----------
<S>                                                                                               <C>              <C>
Net revenue                                                                                       $ 6,080,777      $ 7,129,515

Operating expenses
    Depreciation and amortization                                                                   1,146,903          983,247
    General and administrative expenses                                                             6,310,168        5,009,733
                                                                                                  -----------      -----------
Total operating expenses                                                                            7,457,071        5,992,980
                                                                                                  -----------      -----------

(Loss) income from operations                                                                      (1,376,294)       1,136,535
                                                                                                  -----------      -----------

Other (income) expense
    Interest income                                                                                   (13,224)         (39,351)
    Interest expense                                                                                  950,996        1,015,355
    Miscellaneous expense                                                                                  --           11,861
    Forgiveness of debt                                                                                    --         (216,107)
    Loss on sale of real property                                                                   5,169,294               --
    Accretion of discount on receivable from related party relating  to sale of real property      (2,280,191)              --
                                                                                                  -----------      -----------
Total Other Expense                                                                                 3,826,875          771,758
                                                                                                  -----------      -----------

(Loss) income from continuing operations                                                           (5,203,169)         364,777

Loss from operations of the discontinued entity                                                        (7,226)         (16,500)
                                                                                                  -----------      -----------

Net (loss) income                                                                                  (5,210,395)         348,277

Other comprehensive item
    Foreign currency translation gain                                                                 253,656          346,053
                                                                                                  -----------      -----------

Comprehensive (loss) income                                                                       $(4,956,739)     $   694,330
                                                                                                  ===========      ===========

Basic and diluted net (loss) income per share from continuing operations                          $     (1.69)     $      0.12
                                                                                                  ===========      ===========
Basic and diluted net loss per share from operations of the discontinued entity                   $     (0.00)     $     (0.01)
                                                                                                  ===========      ===========
Basic and diluted net (loss) income per share                                                     $     (1.69)     $      0.11
                                                                                                  ===========      ===========
Weighted average  number of  basic and diluted shares outstanding                                   3,082,500        3,079,397
                                                                                                  ===========      ===========
</TABLE>

                 The accompanying notes are an integral part of
                         these consolidated financials.


                                      F - 4
<PAGE>

                     CHINA IVY SCHOOL, INC. AND SUBSIDIARIES
                     (FORMERLY CLAREMONT TECHNOLOGIES CORP.)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

<TABLE>
<CAPTION>
                                                                           Accumulated other                Retained      Total
                                        Common Stock           Additional    Comprehensive   Statutory      Earnings   Stockholders'
                               Number of Shares    Amount   Paid in Capital     Income        Reserve      (Deficit)      Equity
                               ----------------    ------   ---------------     ------        -------      ---------      ------
<S>                               <C>           <C>           <C>            <C>           <C>           <C>            <C>
 Balance December 31, 2006          2,825,000   $     2,825   $    83,860    $   154,299   $   409,612   $   632,625    $ 1,283,221
Common stock issued for accrued
  consulting fees                     250,000           250     3,249,750             --            --            --      3,250,000
Common stock issued in reverse
  acquisition                           7,500             8            (8)            --            --            --             --
Contributed capital                        --            --       779,844             --            --            --        779,844
Foreign currency translation
  adjustment                               --            --            --        346,053            --            --        346,053
Transfer to statutory reserve              --            --            --             --        71,201       (71,201)            --
Net income for the year ended
  December 31, 2007                        --            --            --             --            --       348,277        348,277
                                  -----------   -----------   -----------    -----------   -----------   -----------    -----------
 Balance December 31, 2007          3,082,500   $     3,083   $ 4,113,446    $   500,352   $   480,813   $   909,701    $ 6,007,395
                                  -----------   -----------   -----------    -----------   -----------   -----------    -----------

Spinoff of Safe Cell Tab Inc.
  on July 31, 2008                         --            --       189,461             --            --            --        189,461
Foreign currency translation
  adjustment                               --            --            --        253,656            --            --        253,656
Net loss for the year ended
  December 31, 2008                        --            --            --             --            --    (5,210,395)    (5,210,395)
                                  -----------   -----------   -----------    -----------   -----------   -----------    -----------
 Balance December 31, 2008          3,082,500   $     3,083   $ 4,302,907    $   754,008   $   480,813   $(4,300,694)   $ 1,240,117
                                  ===========   ===========   ===========    ===========   ===========   ===========    ===========
</TABLE>

                 The accompanying notes are an integral part of
                          these consolidated financials


                                      F - 5
<PAGE>

                     CHINA IVY SCHOOL, INC. AND SUBSIDIARIES
                     (FORMERLY CLAREMONT TECHNOLOGIES CORP.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

<TABLE>
<CAPTION>
                                                                                     2008              2007
                                                                                 ------------      ------------
<S>                                                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net (loss) income                                                            $ (5,210,395)     $    348,277
    Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
    Depreciation and amortization                                                   1,146,903           983,247
    Loss on sale of real property                                                   5,169,294                --
    Imputed rent and related expense                                                1,481,290                --
    Expenses paid by related party                                                  3,731,418                --
    Accretion of discount on receivable from related party                         (2,280,191)               --
    Loss from operations of the discontinued entity                                     7,226            16,500
    Changes in operating assets and liabilities
       Decrease in other receivables                                                    2,174           391,355
       Dcrease in prepaid expenses                                                      8,970            35,555
       (Decrease)/increase in accounts payable and accrued expenses                (2,042,288)        1,963,388
       Increase/(Decrease) in deferred revenue                                        448,871              (293)
                                                                                 ------------      ------------
    Net cash provided by operating activities from continuing operations            2,463,272         3,738,029
    Net cash used in operating activities of the discontinued entity                   (8,260)          (14,067)
                                                                                 ------------      ------------
    Net cash provided by operating activities                                       2,455,012         3,723,962
                                                                                 ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of property and equipment                                             (44,581)          (85,639)
                                                                                 ------------      ------------
    Net cash used in investing activities from continuing operations                  (44,581)          (85,639)
    Net cash used investing activities of the discontinued entity                          --              (544)
                                                                                 ------------      ------------
    Net cash used in investing activities                                             (44,581)          (86,183)
                                                                                 ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Repayment of bank borrowings                                                   (4,606,720)       (1,975,050)
    Decrease (increase) in restricted cash secured for bank loans                     685,500          (658,350)
    Advances from (to) related party - net                                          1,641,232        (3,339,998)
    Contribution of capital                                                                --           171,120
                                                                                 ------------      ------------
    Net cash used in financing activities from continuing operations               (2,279,988)       (5,802,278)
    Net cash provided by financing activities of the discontinued entity                7,716            13,088
                                                                                 ------------      ------------
    Net cash used in financing activities                                          (2,272,272)       (5,789,190)
                                                                                 ------------      ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                         (307,062)           66,940
                                                                                 ------------      ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 (168,903)       (2,084,471)
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE                                          227,887         2,312,358
                                                                                 ------------      ------------
CASH AND CASH EQUIVALENTS, ENDING BALANCE                                        $     58,984      $    227,887
                                                                                 ============      ============

SUPPLEMENTAL DISCLOSURES:
    Income tax payments                                                          $         --      $         --
                                                                                 ============      ============
    Interest payments                                                            $    950,996      $  1,015,355
                                                                                 ============      ============
NON CASH TRANSACTIONS:
    Transfer of land and building as capital contribution                        $         --      $    608,724
                                                                                 ============      ============
    Transfer of land and building against loan receivable                        $         --      $ 19,525,304
                                                                                 ============      ============
    Issuance of shares for consulting fees accrued in prior year                 $         --      $  3,250,150
                                                                                 ============      ============
    Sale of real property in exchange for receivable from related party          $ 11,228,703      $         --
                                                                                 ============      ============
    Spinoff of Safe Cell Tab, Inc.                                               $    189,461      $         --
                                                                                 ============      ============
</TABLE>

                 The accompanying notes are an integral part of
                         these consolidated financials.


                                      F - 6
<PAGE>

                     CHINA IVY SCHOOL, INC. AND SUBSIDIARIES
                     (FORMERLY CLAREMONT TECHNOLOGIES CORP.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

China Ivy School, Inc. (formerly Claremont Technologies Corp.) ("China Ivy") was
incorporated on September 14, 1999 under the laws of the State of Nevada. China
Ivy acquired a wholly owned subsidiary Safe Cell Tab Inc. ("Safe Cell") on
August 22, 2003. Safe Cell was incorporated on May 9, 1996 under the laws of the
Province of British Columbia, Canada and engaged in distributing Wi-Fi License
and Mobius disposable cell phones.

On October 12, 2006, China Ivy and the shareholders of Brighter International
Limited ("Brighter International") entered into a Share Exchange Agreement in
which China Ivy acquired 100% of Brighter International's outstanding common
stock. Under the Share Exchange Agreement, the shareholders of Brighter
International received 2,762,500 newly issued common shares of the company. This
acquisition was accounted for as a reverse acquisition since after the
acquisition, the former shareholders of Brighter International held a majority
of the outstanding shares of China Ivy. The financial statements of the legal
acquirer were not significant.

Brighter International Limited is an education investment enterprise and was
incorporated in accordance with the General Corporation Act of the State of
Nevada on June 1, 2006. On June 15, 2006, Brighter International entered into an
agreement with Blue Tassel School, and pursuant to the agreement, all the
shareholders of Blue Tassel School transferred all their ownership interests in
Blue Tassel School to Brighter International. Prior to the acquisition, Brighter
International and Blue Tassel School had common shareholders owning the same
percentage of ownership in both companies. Therefore, the entities were under
common control before the acquisition. This acquisition was accounted for at
historical cost in a manner similar to the pooling of interests method. After
the acquisition, Brighter International owned 100% of the outstanding shares of
Blue Tassel School.

Blue Tassel School was established on July 10, 2001 under the laws of the
Peoples' Republic of China ("PRC"). Blue Tassel School is an education center
located in Suzhou city, accredited by the Jiangsu Province Educational committee
as a boarding school comprising grades from kindergarten through senior school,
including an international school. The five schools that comprise Blue Tassel
School are kindergarten, primary school, junior high school, senior high school,
and international school.

On July 31, 2008, the Company spun off its wholly owned subsidiary Safe Cell
(now named Cellteck Inc.) to its stockholders. The distribution was completed on
August 21, 2008. Accordingly, the operations of Safe Cell have been presented as
"discontinued operations" in the accompanying consolidated financial statements.

Effective January 14, 2009, the Company effectuated a 1 for 20 reverse stock
split (thereby reducing the issued and outstanding shares from 61,650,001shares
to 3,082,500 shares). The financial statements have been retroactively adjusted
to reflect this stock split.

On March 6, 2009 (see NOTE 17), the Company through Blue Tassel School acquired
90% of the issued and outstanding shares of capital stock of Youbang Human
Resource Company ("YOUBANG"), a PRC corporation, in exchange for 20,000,000
shares of common stock of China Ivy, or approximately 86.6% of the issued and
outstanding shares of common stock of China Ivy after the transaction. YOUBANG
provides recruitment and contract labor services to businesses in the Su Zhou
region of China.


                                      F - 7
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of China
Ivy and its subsidiaries Safe Cell, Brighter International, and Blue Tassel
School (collectively, the "Company"). All significant intercompany balances and
transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America. The Company's reporting currency is the United States dollar.

Going Concern

The financial statements have been prepared on a "going concern" basis, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, as of December 31,2008, the Company had cash
of $58,984 and negative working capital of $13,257,768. Further, for the year
ended December 31, 2008, the Company incurred a loss from operations of
$1,376,294. These factors create substantial doubt as to the Company's ability
to continue as a going concern. The Company plans to improve its financial
condition through its acquisition of YOUBANG on March 6, 2009 (see NOTE 17).
However, there is no assurance that the Company will be successful in
accomplishing this objective. The financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern.

Foreign currency transactions and comprehensive income (loss)

The accounts of Blue Tassel School were maintained, and its financial statements
were expressed, in Chinese Yuan (RMB). Such financial statements were translated
into U.S. Dollars (USD) in accordance with Statement of Financial Accounts
Standards ("SFAS") No. 52, "Foreign Currency Translation," with the RMB as the
functional currency. According to the Statement, all assets and liabilities are
translated at the current exchange rate, stockholders' equity items are
translated at the historical rates and income statement items are translated at
the average exchange rate for the period. The resulting translation adjustments
are reported under other comprehensive income in accordance with SFAS No. 130,
"Reporting Comprehensive Income" as a component of shareholders' equity.

Exchange and transaction gains and losses that arise from exchange rate
fluctuations on balances and transactions denominated in a currency other than
the functional currency are included in the results of operations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States ("GAAP") requires management to make
certain 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 revenues and expenses
during the reporting periods. Actual results could differ from those estimates,
and such differences may be material to the financial statements. Certain prior
year amounts have been reclassified to conform to the current year presentation.


                                      F - 8
<PAGE>

Revenue Recognition

The revenues of the Company are tuition fees, accommodation fees and others.
Tuition fees and accommodation fees are collected in advance on or before the
new semester. Tuition fees are recognized as revenue proportionately as the
instructions are delivered, and are reported net of scholarships and tuition
refunds. Accommodation fees are recognized as revenue in proportion to semester
progressed through the end of the reporting period. Tuition and accommodation
fees paid in advance are recorded as deferred revenue.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with SFAS No.
123(R), "Share - Based Payment". As of December 31, 2008, the Company has not
issued any stock options or warrants.

Advertising

Advertising costs are expensed as incurred. Advertising expense for the years
ended December 31, 2008 and 2007 were $83,272 and $71,748, respectively.

Income Taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred income taxes are recognized for the
tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts at each period end based
on enacted tax laws and statutory tax rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.

Blue Tassel School is governed by the Income Tax Laws of the PRC. Pursuant to
the PRC relevant laws and regulations and tax law, Blue Tassel School is exempt
from income tax.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits,
certificates of deposit and all highly liquid debt instruments with original
maturities of three months or less.

Property, Plant and Equipment

Property and equipment are stated at cost. Expenditures for maintenance and
repairs are charged to earnings as incurred; additions, renewals and betterments
are capitalized. When property and equipment are retired or otherwise disposed
of, the related cost and accumulated depreciation are removed from the
respective accounts, and any gain or loss is included in operations.
Depreciation of property and equipment is provided using the straight-line
method for substantially all assets with estimated lives of:

   Buildings                                           20 years
   Infrastructure and leasehold improvements           10 years
   Equipment                                           10 years
   Automobiles                                         10 years
   Furniture and fixtures                               5 years
   Computer hardware and software                       5 years


                                      F - 9
<PAGE>

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, other
receivables, receivable from related party, accounts payable and accrued
expenses, payables to related parties, and bank borrowings. The fair value of
these financial instruments approximate their carrying amounts reported in the
consolidated balance sheets due to the short term maturity of these instruments
or based upon market quotations of instruments with similar interest rates and
maturities.

Long-Lived Assets

The Company has adopted SFAS No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets" ("SFAS 144"), which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of Operations for a
Disposal of a Segment of a Business." The Company periodically evaluates the
carrying value of long-lived assets to be held and used in accordance with SFAS
144. SFAS 144 requires impairment losses to be recorded on long-lived assets
used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amounts. In that event, a loss is recognized based on the
amount by which the carrying amount exceeds the fair market value of the
long-lived assets. Loss on long-lived assets to be disposed of is determined in
a similar manner, except that fair market values are reduced for the cost of
disposal. Based on its review, the Company believes that, as of December 31,
2008, there were no significant impairments of its long-lived assets.

Basic and Diluted Earnings Per Share

Earnings per share are calculated in accordance with the SFAS No. 128, "Earnings
per share". SFAS No. 128 superseded Accounting Principles Board Opinion No.15
(APB 15). Basic net income (loss) per share is based upon the weighted average
number of common shares outstanding. Diluted net income (loss) per share is
based on the assumption that all dilutive convertible shares and stock options
were converted or exercised. Dilution is computed by applying the treasury stock
method. Under this method, options and warrants are assumed to be exercised at
the beginning of the period (or at the time of issuance, if later), and as if
funds obtained thereby were used to purchase common stock at the average market
price during the period. Basic and diluted earnings or (loss) per share were
($1.69) and $0.11 for the years ended December 31, 2008 and 2007, respectively.

Recent Accounting Pronouncements

Certain accounting pronouncements have been issued by the FASB and other
standard setting organizations which are not yet effective and have not yet been
adopted by the company. The impact on the Company's consolidated financial
position and results of operations from adoption of these standards is not
expected to be material.

NOTE 3 - OTHER RECEIVABLES

As of December 31, 2008 and 2007, the Company had $0 and $2,174, respectively in
other receivables which represents advances made to employees and vendors. These
receivables are interest free, unsecured, and due on demand.


                                     F - 10
<PAGE>

NOTE 4 - RECEIVABLE FROM RELATED PARTY AND SALE AND LEASEBACK OF REAL PROPERTY

On March 12, 2008 Blue Tassel School sold the Land Use Right of 91,993.32 square
meters and twenty Buildings of 50,113.81 square meters to its former shareholder
Minglong Industry Co. Ltd. ("Minglong") with the sales price of $5,563,692 and
$10,405,554 respectively, totaling $15,969,247 (RMB 111,829,458). Blue Tassel
School leased back the land use right and the buildings from Minglong from the
date of sale. Minglong is controlled by the chief executive officer and major
shareholder of the Company.

The lease payments equal the total sales price of $15,969,247 (RMB 111,829,458).
The leases approximate $3.4 (RMB 24) per square meter annually, totaling
approximately $315,280 (RMB 2,207,840) per year for using the land and $35.6
(RMB 180) per square meter annually, totaling approximately $1,288,125 (RMB
9,020,486) per year for leasing the buildings. The total annual lease will be
approximately $1,603,405 (RMB 11,228,326) until a total of approximately
$15,969,247 (RMB 111,829,458) has been offset against the amount receivable from
related party over the 10 year term of the lease.

The total receivable from related party on the date of sale and lease back was
$11,228,703. This amount represents the present value of future cash inflows
(our lease payments) at the date of transactions. Assumptions used for the
present value calculation were: (1), annual rent payments of $1,603,405; (2),
term of ten years; (3), interest rate of 7% per annum.

The purpose of the sale and leaseback of the land use right and buildings was to
comply with the new regulation from the government of Suzhou City, Jiangsu
Province, China. According to the new regulation, "Public institutions like
Schools, kindergartens, hospitals etc., educational facilities and health
facilities of social organizations and other lands for the use of other social
welfare cannot be used as collateral for bank loans." As in 2007 the land use
right and buildings were pledged for bank loans, the management of the Company
decided to sell the Land Use Right and buildings to Minglong and then lease back
for the school use.

For the year ended December 31, 2008, the receivable from related party changed
as follows:

  Balance due from Minglong at March 12, 2008 in connection
    with the sale and leaseback of real property, noninterest
    bearing (discounted)                                          $ 11,228,703

      Amounts collected                                             (7,681,172)
      Accretion of discount on receivable                            2,280,191
      Foreign exchange translation adjustment                          198,524
                                                                  ------------
  Balance at December 31, 2008                                    $  6,026,246
                                                                  ============

The loss on the March 12, 2008 sale of real property was $5,169,294, as follows:

  Fair value of consideration received - $15,969,247 noninterest
  bearing receivable from Minglong due in annual installments
  of $1,603,405 until repaid (discounted at 7% interest rate)     $ 11,228,703

  Effect of change in exchange rate                                     45,893

  Net carrying value of land use right and buildings
  (less $113,057 foreign exchange translation adjustment)          (16,443,890)
                                                                  ------------
  Loss on sale of real property                                   $ (5,169,294)
                                                                  ============


                                     F - 11
<PAGE>

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

As of December 31, 2008 and 2007, property, plant and equipment consist of the
following:

                                                 December 31,    December 31,
                                                     2008            2007
                                                 ------------    ------------
    Buildings                                    $         --    $ 10,468,473
    Infrastructure and leasehold improvements      11,065,511      10,342,056
    Educational equipment                             544,394         468,509
    Automobiles                                        28,848          26,983
                                                 ------------    ------------
    Total property and equipment                   11,638,753      21,306,021
    Accumulated depreciation                       (3,167,114)     (2,073,537)
                                                 ------------    ------------
    Property and equipment, net                  $  8,471,639    $ 19,232,484
                                                 ============    ============

The Company had depreciation expense of $1,146,903 and $983,247 for the years
ended December 31, 2008 and 2007, respectively.

On May 24, 2007 the Company obtained the Property Titles on twenty buildings and
accompanying infrastructures located in Suzhou City Wuzhou Economy Development
District from its former shareholder Minglong, totaling 50,113.81 square meters,
which were and are pledged under bank borrowings. The net historical value of
the buildings transferred amounted to approximately $10,441,053 as of December
31, 2007.

In October 2007, the management of Blue Tassel School revised its estimate of
useful lives of buildings from 40 years to 20 years. In accordance with SFAS No.
154, "Accounting Changes and Error Corrections", this change of useful lives is
deemed as a change in accounting estimate and has been accounted for in the
period of change and future periods as the change affects both, without a
restatement or retrospective adjustment of the amounts reported in financial
statements of prior periods or by reporting pro forma amounts for prior periods.
The change in estimate resulted in a decrease of $126,917 of income from
continuing operations and net income and $0.04 on the related per share amounts
for the year ended December 31, 2007.

On March 12, 2008, Blue Tassel School sold the Land Use Right of 91,993.32
square meters and twenty Buildings of 50,113.81 square meters to its former
shareholder Minglong with the sales price of $5,563,692 and $10,405,554
respectively, totaling $15,969,246 (RMB111,829,458). Blue Tassel School leased
back the buildings from Minglong from the date of sale.

NOTE 6 - LAND USE RIGHT

On May 24, 2007, the Company obtained the National Land Use Right and house
property title for the land, buildings and accompanying infrastructures where
Blue Tassel School is operating from the former shareholder Minglong. The piece
of land totals 91,993.32 square meters, and was and is pledged under bank
borrowings. The land use right will expire on January 17, 2051. The land use
right was recorded at $5,516,431 net of accumulated amortization expense of
$69,929 as of December 31, 2007.

On March 12, 2008, Blue Tassel School sold the Land Use Right of 91,993.32
square meters and twenty Buildings of 50,113.81 square meters to its former
shareholder Minglong with the sales price of $5,563,392 and $10,405,554
respectively, totaling $15,933,526 (RMB111,829,458). Blue Tassel School leased
back the land use right and buildings from Minglong from the date of sale.


                                     F - 12
<PAGE>

NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The Company's accounts payable and accrued expenses as of December 31, 2008 and
2007 are summarized as follows:

                                                   December 31,    December 31,
                                                      2008             2007
                                                   -----------     -----------
   Accounts payable                                $   563,312     $   870,928
   Accrued consulting fees                                  --       1,604,070
   Accrued wages                                       109,903              --
   Other accrued expenses                              264,905         505,410
                                                   -----------     -----------
   Total accounts payable and accrued expenses     $   938,120     $ 2,980,408
                                                   ===========     ===========

NOTE 8 - PAYABLES TO RELATED PARTIES

Payables to related parties consist of the following:

                                                           December 31,
                                                   ---------------------------
                                                      2008             2007
                                                   -----------     -----------
   Due to Minglong                                 $    73,372     $ 1,219,350
   Bonuses payable to officers                              --         411,300
   Due to Mr. Yongqi Zhu                               679,521              --
                                                   -----------     -----------
   Total                                           $   752,893     $ 1,630,650
                                                   ===========     ===========

Due to Minglong in the amounts of $73,372 and $1,219,350 as of December 31, 2008
and 2007, respectively, represent the net balance of payments made by Minglong
on behalf of the Company since inception. The loan is interest free and due on
demand.

During 2008, the Company received funds from and advanced funds to Mr. Yongqi
Zhu, the Chief Executive Officer of the Company. The balance due to Mr. Zhu is
interest free and due on demand.

NOTE 9 - DEFERRED REVENUE

Tuition and accommodation revenue received from students are recognized
proportionately as the courses and accommodation services in the semesters are
delivered. Tuition and accommodation fees paid at the beginning of semesters are
recorded as deferred revenue. Tuition fees are recognized as revenue
proportionately as the instructions are delivered, and are reported net of
scholarships and tuition refunds. Accommodation fees are recognized as revenue
in proportion to semester progressed through the end of the reporting period.
The Company has recorded deferred revenue of $930,100 and $481,229 as of
December 31, 2008 and 2007, respectively.

NOTE 10 - BANK BORROWINGS

The Company has borrowed $10,699,610 and $14,395,500 from a number of banks
located in China under credit agreements as of December 31, 2008 and 2007,
respectively. Borrowings under credit lines consist of the following:


                                     F - 13
<PAGE>

NOTE 10 - BANK BORROWINGS (Continued)

<TABLE>
<CAPTION>
                                                                        December 31,      December 31,
                                                                           2008               2007
                                                                       -------------     -------------
<S>                                                                    <C>               <C>
Borrowings from Huaxia Bank Suzhou Branch
     Interest at 5.589% per annum, due by February 22, 2008            $          --     $     685,500
     Interest at 5.913% per annum, due by July 20, 2008                           --         2,742,000
     Interest at 6.723% per annum, due by September 18, 2009                      --         2,604,900
     Interest at 6.804% per annum, due by September 18, 2009               6,009,370         5,621,100
     Interest at 8.217% per annum, due by September 12, 2009               2,784,830                --
                                                                       -------------     -------------
     Borrowings from Huaxia Bank Subtotal                                  8,794,200        11,653,500
                                                                       -------------     -------------

Borrowings from Suzhou City Village Credit Union Wuzhou Branch
     Interest at 9.478% per annum, due by October 25, 2008                        --            68,550
     Interest at 9.478% per annum, due by October 25, 2008                        --         1,096,800
     Interest at 9.478% per annum, due by October 25, 2008                        --         1,233,900
     Interest at 9.478% per annum, due by October 25, 2008                        --           342,750
                                                                       -------------     -------------
     Borrowings from Suzhou City Village Credit Union Subtotal                    --         2,742,000
                                                                       -------------     -------------

Borrowings from Jiangsu Dongwu Rural Commercial Bank
     Interest at 9.711% per annum, due by June 26, 2009                      293,140                --
     Interest at 9.711% per annum, due by June 25, 2009                    1,612,270                --
                                                                       -------------     -------------
     Borrowings from Dongwu Rural Commercial Bank Subtotal                 1,905,410                --
                                                                       -------------     -------------

Total borrowings                                                          10,699,610        14,395,500
Current portion                                                           10,699,610         6,169,500
                                                                       -------------     -------------
Long term portion                                                      $          --     $   8,226,000
                                                                       =============     =============
</TABLE>

On June 17, 2008, the Company entered into a credit agreement with Jiangsu
Dongwu Rural Commercial Bank. The Company acquired a 2,000,000 RMB
(approximately $293,140) credit line from June 17, 2008 to June 17, 2011. This
credit line has collateralized a 234 square meter residential unit and 62 square
meter land use right owned by Ti Yin and Yan Hong, the third party assigned by
the bank.

On June 17, 2008, the Company entered into a credit agreement with Jiangsu
Dongwu Rural Commercial Bank. The Company acquired a 11,000,000 RMB
(approximately $1,612,270) credit line from June 17, 2008 to June 17, 2011. This
credit line has collateralized a 477 square meter residential unit and 837
square meter land use right owned by the Chief Executive Officer of the Company.

The loans of $2,784,830 and $2,604,900 as of December 31, 2008 and as of
December 31, 2007, respectively, were secured by the land use right of Blue
Tassel School. The loan of $6,009,370 and $5,621,100 as of December 31, 2008 and
December 31, 2007, respectively, were secured by four buildings totaling
20,926.86 square meters of the School. The loan of $2,742,000 as of December 31,
2007 was guaranteed by the private properties of Blue Tassel School's former
shareholder.


                                     F - 14
<PAGE>

NOTE 11 - STOCKHOLDERS' EQUITY

On January 22, 2007, for services rendered, the Company awarded eight individual
consultants a total of 250,000 shares of common stock valued at $13.00 per share
or $3,250,000, based upon the market price at the date of issuance, for
consultant services that were provided under the China Ivy School, Inc. 2007
Equity Incentive Plan. The consultants were engaged to provide various services
to the Company during the period from October 13, 2006 to December 31, 2006 for
market research, strategic planning and to identify investment bankers.

On May 30, 2007, the Company issued 7,500 shares of common stock to the officer
of Safe Cell to settle a loan owned to the officer before the reverse merger.
The stock issuance was valued at the par value and treated as consideration for
the acquisition accounted for as the reverse acquisition.

Prior to the acquisition by Brighter International, the former shareholders of
Blue Tassel School contributed a land use right, buildings and other facilities
to Blue Tassel School as capital contribution and long-term payable. However,
the titles of the land use right, buildings and attached infrastructures were
not transferred to Blue Tassel School until May 24, 2007. The transfer of titles
of these tangible and intangible assets to Blue Tassel School increased the
capital of Blue Tassel School by $608,724 in 2007.

NOTE 12 - STATUTORY RESERVES

Statutory reserves consist of the following:

                                                           December 31,
                                                   ---------------------------
                                                      2008             2007
                                                   -----------     -----------
   Statutory surplus reserve                       $   307,853     $   307,853
   Statutory common welfare fund                       172,960         172,960
                                                   -----------     -----------
                                                   $   480,813     $   480,813
                                                   ===========     ===========

As stipulated by the Company Law of the People's Republic of China (PRC), net
income after taxation can only be distributed as dividends after appropriation
has been made for the following: i. Making up cumulative prior years' losses, if
any; ii. Allocations to the "Statutory surplus reserve" of at least 10% of
income after tax, as determined under PRC accounting rules and regulations,
until the fund amounts to 50% of Blue Tassel School's registered capital; iii.
Allocations of 5-10% of income after tax, as determined under PRC accounting
rules and regulations, to Blue Tassel School's "Statutory common welfare fund",
which is established for the purpose of providing employee facilities and other
collective benefits to the School's employees; and iv. Allocations to the
discretionary surplus reserve, if approved in the stockholders' general meeting.

As an educational institution, the Blue Tassel School has an option not to make
these appropriations.

In accordance with the Chinese Company Law, Blue Tassel School allocated 10% of
its PRC net income to the statutory surplus reserve in 2007 and 2006, and 5% of
its PRC net income to the welfare fund in 2006. In 2008, no transfers to
statutory reserves were made.


                                     F - 15
<PAGE>

NOTE 13 - OTHER COMPREHENSIVE INCOME

Balances of related after-tax components comprising accumulated other
comprehensive income (loss), included in stockholders' equity at December 31,
2008 and 2007, are as follows:

                                              Foreign Currency
                                            Translation Adjustments
                                            -----------------------

     Balance at December 31, 2007             $           500,352
       Change during 2008                                 253,656
                                              -------------------
     Balance at December 31, 2008             $           754,008
                                              ===================

NOTE 14 - RELATED PARTY TRANSACTIONS

During 2008, the Company received funds from and advanced funds to Mr. Yongqi
Zhu, one of its significant shareholders and the Chief Executive Officer of the
Company. As of December 31, 2008, the balance due to Mr. Zhu was $679,520, which
was included in the payables to related parties. The balance due to Mr. Zhu is
interest free and due on demand.

Minglong is a former shareholder of Blue Tassel School. It is controlled by Mr.
Zhu, the chief executive officer of the Company. On March 12, 2008, the Company
sold a 91,933 square meters land use right and twenty buildings of 50,114 square
meters to Minglong. The Company leased back the land use right and buildings in
a ten years term with Minglong at the date of sale.

During 2008, the Company recorded rent expense of $1,296,466 to offset the
scheduled amount due from related party in connection with the sale and
leaseback of real property. Also, the Company received net cash inflow of
$2,518,989 from Minglong. Also, Company expenses of $2,181,385 and consulting
fees of $1,684,322 were paid by Minglong. The Company agreed to apply and treat
the above items totaling $7,681,172 as collections of the receivable from
related party in connection with the sale and lease back of real property.

In addition, expenses of $73,372 paid by Minglong on behalf of China Ivy were
included under the caption "Payables to Related Parties".

NOTE 15 - COMMITMENTS

Operating Lease Obligations

Blue Tassel School leases a land use right and 20 buildings located in Suzhou
City Wuzhong Economy Development District from Minglong, the former shareholder
of Blue Tassel School (Note 4). The term of the lease agreement is 10 years
starting March 12, 2008. The lease is considered an operating lease. Rent
expense and related maintenance expenses for the period March 12, 2008 to
December 31, 2008 was $1,481,290.


                                     F - 16
<PAGE>

Operating Lease Obligations (Continued)

Aggregate minimum future lease payments under operating leases as of December
31, 2008 for each of the next five years and thereafter, are as follows:

     Year ending     Minimum lease
     December 31,      payments
     ------------    ------------
         2009        $  1,645,735
         2010           1,645,735
         2011           1,645,735
         2012           1,645,735
         2013           1,645,735
     Thereafter         6,994,374
                     ------------
     Total           $ 15,223,049
                     ============

Consulting Agreements

In 2007 and 2008, the Company engaged over 50 individuals (the "Consultants") to
provide various education consulting services for the Company. The agreements
for 2008 provided for the payment of minimum consulting fees to the Consultants
totaling $1,684,332 ((Y)11,700,000) for the service period January 1, 2008 to
December 31, 2008. The payments were made by Minglong on behalf of the Company
in 2008. The Company has recorded $1,684,332 in consulting fees and reduced the
receivable from related party (see Note 4) by the same amount.

The $1,604,070 (RMB11,700,000) accrued at December 31, 2007 for services
provided in 2007 were paid in June 2008 by Minglong on behalf of the Company.
The payments made by Minglong were reflected as a Company collection of the
receivable from related party (see Note 4).

On June 13, 2008, the Company executed a 18 month consulting agreement with
Beijing JP Investment Advisors Limited (the "Advisors"). For consideration of
30,000 RMB ($4,397) per month, the Advisors are to provide services related to
business development, marketing research, and prospective acquisitions. Minglong
paid these fees in 2008 on behalf of the Company.

For the years ended December 31, 2008 and 2007, consulting fees expense was
$1,722,877 and $1,604,070, respectively.

NOTE 16 - DISCONTINUED OPERATIONS

On July 31, 2008, the Company spun off its wholly owned subsidiary Safe Cell
(now named Cellteck Inc.) to its stockholders. Accordingly, the operating
results of Safe Cell before the spinoff on July 31, 2008 is reported as
discontinued operations in the accompanying consolidated financial statements.
The $189,461 negative stockholders' equity of Safe Cell at July 31, 2008 has
been added to additional paid-in capital.


                                      F- 17
<PAGE>

NOTE 16 - DISCONTINUED OPERATIONS (Continued)

At July 31, 2008, the assets and liabilities of Safe Cell consisted of:

      Assets:
      Cash                                                    $     272
      Inventory                                                  10,300
                                                              ---------
      Total Assets                                            $  10,572
                                                              =========

      Liabilities:
      Accounts payable                                        $     350
      Due to related parties                                    199,683
                                                              ---------
      Total liabilities                                         200,033
      Stockholders' deficiency                                 (189,461)
                                                              ---------
      Total Liabilities and Stockholders' Equity              $  10,572
                                                              =========

Loss from discontinued operations consisted of:

                                                            December 31,
                                                         2008          2007
                                                       --------      --------

      Sales                                            $  6,771      $  6,833
      Cost of sales                                          --            --
                                                       --------      --------
      Gross profit                                        6,771         6,833
      Selling, general and administrative expenses      (13,997)      (23,333)
                                                       --------      --------
      Net Loss                                         $ (7,226)     $(16,500)
                                                       ========      ========

NOTE 17 - SUBSEQUENT EVENTS

Effective January 14, 2009, the Company effectuated a 1 for 20 reverse stock
split (thereby reducing the issued and outstanding shares from 61,650,001 shares
to 3,082,500 shares). The financial statements have been retroactively adjusted
to reflect this stock split.

On March 6, 2009, the Company through Blue Tassel School acquired 90% of the
issued and outstanding shares of capital stock of Youbang Human Resource Company
("YOUBANG"), a PRC corporation, in exchange for 20,000,000 shares of common
stock of China Ivy, or approximately 86.6% of the issued and outstanding shares
of common stock of China Ivy after the transaction. YOUBANG provides recruitment
and contract labor services to businesses in the Su Zhou region of China.

According to unaudited financial statements provided the Company, YOUBANG has
assets and stockholders' equity at December 31, 2008 $4,353,145 and $1,590,466,
respectively. For the year ended December 31, 2008, total revenue and net income
were $21,130,725 and $1,445,539, respectively.


                                      F-18