**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-KSB**





(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, 2006





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


For
      the
      transition period from ____________ to _____________







**Commission
      File No.** **333-132119**





**CHINA
      PUBLIC SECURITY TECHNOLOGY, INC.**





(Name
      of
      Small Business Issuer in Its Charter)





FLORIDA
            
            59-1944687(State
                or Other Jurisdiction of Incorporation or Organization)
            
            (I.R.S.
                Employer Identification No.)Unit
                D, Block 2, Tian An Cyber Park
              Chegongmiao,
                Shenzhen, Guangdong, 518040
              People’s
                Republic of China
            
            N/A(Address
                of Principal Executive Offices)
            
            (Zip
                Code)




(+86)
      755
      -8835-2899


(Registrant’s
      Telephone Number, Including Area Code)





Securities
      registered under Section 12(b) of the Exchange Act: NONE




Securities
      registered under Section 12(g) of the Exchange Act: Common stock, $0.01 par
      value




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or 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 o




Check
      if
      no disclosure of delinquent filers in response to Item 405 of Regulation S-B
      is
      contained in this form, and no disclosure will 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-KSB or any amendment
      to
      this Form 10-KSB. x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yeso No x




The
      issuer’s combined revenues for its most recent fiscal year are
      $11,819,536.




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the average bid and asked price of
      such
      common equity, as of April 9, 2007 is $53,392,080.




The
      number of shares outstanding of the issuer's common stock as of April 9, 2007
      is
      39,418,720.












**FORWARD-LOOKING
      STATEMENTS**





This
      report contains forward-looking statements and information relating to us that
      are based on the beliefs of our management as well as assumptions made by,
      and
      information currently available to, our management. When used in this report,
      the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and
      similar expressions, as they relate to us or our management, are intended to
      identify forward-looking statements. These statements reflect management's
      current view of us concerning future events and are subject to certain risks,
      uncertainties and assumptions, including among many others: our potential
      inability to raise additional capital, the possibility that third parties hold
      proprietary rights that preclude us from marketing our products, the emergence
      of additional competing technologies, changes in domestic and foreign laws,
      regulations and taxes, changes in economic conditions, uncertainties related
      to
      China's legal system and economic, political and social events in China, a
      general economic downturn, a downturn in the securities markets, Securities
      and
      Exchange Commission regulations which affect trading in the securities of “penny
      stocks,” and other risks and uncertainties. Should any of these risks or
      uncertainties materialize, or should underlying assumptions prove incorrect,
      actual results may vary materially from those described in this report as
      anticipated, estimated or expected.





**USE
      OF CERTAIN DEFINED TERMS AND TREATMENT OF STOCK SPLIT**





Except
      as
      otherwise indicated by the context, references in this report to “CPST” “we,”
“us,” or “our,” “Successor” and the “Company” are references to the combined
      business of China Public Security Technology, Inc. and its wholly-owned
      subsidiary, China Public Security Holdings Limited, a British Virgin Islands
      company, or CPSH, along with CPSH’s wholly-owned operating Chinese subsidiary,
      Bo Hai Wen Technology (Shenzhen) Company Limited, or Bo Hai
      Wen .
      The
      terms “CPST,” “we,” “us,” or “our” in each case do not include the selling
      stockholders. The Predecessor refers to Shenzhen (iASPEC) Software Engineering
      Company Limited, to whose operations we succeeded on October 9, 2006. References
      to “China” and “PRC” are references to the “People’s Republic of China.”
References to “RMB” are to Renminbi, the legal currency of China, and all
      references to “U.S. dollar,” “$” and “US$” are to the legal currency of the
      United States.





On
      October 2, 2006, we effected a 4.44444444-to-1 forward split of the outstanding
      shares of our common stock held as of September 1, 2006. All share numbers
      contained in this report are adjusted to reflect this forward split.





**USE
      OF NON-GAAP FINANCIAL MEASURES**





We
      use
      non-GAAP financial measures in the sections of this annual report captioned
      “Description of Business” and “Management’s Discussion and Analysis of Financial
      Condition and Results of Operation”. All of the non-GAAP financial measures used
      by us in this report relate to the inclusion of financial information of iASPEC,
      which for accounting purposes is treated as our Predecessor company. For our
      2005 fiscal year, revenues were generated from iASPEC. For the fiscal year
      2006,
      revenues were generated from iASPEC, during the period of January 1, 2006 to
      October 8, 2006 (the “Predecessor Period”) and by us directly through our
      turnkey arrangement with iASPEC or directly with clients for the period of
      January 17, 2006 to December 31, 2006 (the “Successor Period”). We have combined
      the Predecessor Period from January 1 through October 8, 2006 and the Successor
      Period from January 17 through December 31, 2006 for purposes of the analyses
      contained in this report. The inclusion of the financial information of iASPEC
      is not in accordance with US GAAP. The reconciliation of this non-GAAP financial
      measure to the most directly comparable GAAP measure is provided in the
      aforementioned sections where non-GAAP financial measures are present in this
      report in the columns captioned “Successor”.




**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**







***Background
      and Recent Developments***




China
      Public Security Technology, Inc. was originally organized under the laws of
      the
      State of Florida, on September 19, 1979, under the name Mark Thomas Publishing
      Inc. and on April
      29,
      2003 we
      changed our name to Irish Mag, Inc. From our inception through October 8, 2006,
      we provided consulting services in the offset printing industry, targeting
      individual retail consumers as well as small to mid-size companies. However,
      as
      a result of the transactions discussed below, we are now a provider of
      integrated solutions for the public security sector in China, specializing
      in
      providing public security information communication applications and Geographic
      Information Systems or GIS software services. On January 26, 2007, we changed
      our name to China Public Security Technology, Inc. to more accurately reflect
      our new business and commercial objectives.




2


*Reverse
      Merger Transaction*





Between
      September 6, 2006 and January 31, 2007, our shareholders approved a series
      of
      transactions whereby we purchased all the issued and outstanding stock of CPSH
      from our current Chairman and Executive Officer Jiang Huai Lin, for 25,500,000
      shares of our common stock in the aggregate. As a result of these transactions
      CPSH and its wholly-owned subsidiary, Bo Hai Wen, became our wholly-owned
      subsidiaries, and Mr. Lin became the beneficial owner of 25,500,000 shares
      of
      our common stock in the aggregate, which, at January 31, 2007, constituted
      80.8
      % of our issued and outstanding common stock. Mr. Lin has since transferred
      132,065 of these shares and now holds 21,717,935 of these shares directly and
      3,150,000 of these shares indirectly through Total Device Management Limited,
      an
      entity controlled by Mr. Lin.







*Business
      Turnkey Agreement*





On
      October 9, 2006, Bo Hai Wen, entered into an exclusive turnkey agreement with
      iASPEC, which was amended and restated on January 31, 2007. **** The
      turnkey agreement provides for an exclusive subcontracting arrangement under
      which iASPEC, as master contractor and systems integrator with various licenses
      and permits, exclusively engages Bo Hai Wen as its subcontractor to provide
      iASPEC with outsourcing services (to the extent that those services do not
      violate any special governmental permits held by iASPEC and do not involve
      the
      improper transfer of any sensitive confidential governmental or other data).
      Furthermore, under the terms of the turnkey agreement, iASPEC, grants to Bo
      Hai
      Wen a software license relating to software applications that are necessary
      for
      Bo Hai Wen to operate its business and iASPEC licenses back from Bo Hai Wen
      the
      use of the same technology on a limited basis to be used solely in connection
      with the performance by iASPEC of its existing customer contracts. The turnkey
      agreement also provides for a revenue sharing arrangement between iASPEC and
      Bo
      Hai Wen where Bo Hai Wen will receive between 90% and 100% of the revenues
      actually received by iASPEC from servicing contracts involving any iASPEC
      business. We are obligated under the terms of the turnkey agreement to pay
      for
      our own costs in providing these services and to pay iASPEC $180,000 per year
      throughout the term of the agreement.





***Overview
      of Our Business***






We
      are a
      holding company that only operates through our Chinese subsidiary, Bo Hai Wen
      Technology (Shenzhen) Company Limited. Through the subcontracting services
      provided for in our turnkey agreement with iASPEC, we are now a provider of
      integrated solutions for the public security sector in China, specializing
      in providing public security information communication applications and
      Geographic Information Systems or GIS software services. Our mostly public
      sector customers use our products and services to improve the service quality
      and management level of civil and medical emergencies, traffic control, fire
      control, medical rescue and border control. Our customers include the Guangdong
      Public Security Department, the Shenzhen Border Check Station, the Shenzhen
      Public Security Bureau, the Shenzhen Traffic Police Bureau, the Shenzhen Fire
      Department and the Dongfang Public Security Bureau of Hainan Province. In the
      future we expect to expand the application of our products and services in
      the
      public security sector and to other sectors in China as well.




We
      generate revenues through the sale of our integrated hardware and software
      products and through the provision of related support services. In fiscal year
      2006, 55% of our revenues were generated under the turnkey agreement with
      iASPEC. However, fulfillment of certain Police-Use GIS or PGIS contracts with
      PRC Government customers is restricted to entities possessing the necessary
      government licenses and approvals which Bo Hai Wen does not have. Because Bo
      Hai
      Wen does not have either the PRC required licenses or the workforce necessary
      to
      perform its obligations under the turnkey agreement in connection with such
      PGIS
      contracts, we have relied upon iASPEC’s licenses and workforce to fulfill our
      obligations thereunder. Accordingly many of our costs and expenses under the
      turnkey agreement are incurred and paid by iASPEC and amounts reported by Bo
      Hai
      Wen thereunder reflect contract amounts net of costs incurred by iASPEC. Since
      iASPEC fulfilled all our obligations for PGIS contracts under the turnkey
      agreement, substantially all costs incurred and paid for by iASPEC since our
      entry into the turnkey agreement have been allocated to Bo Hai Wen. Bo Hai
      Wen
      expects to continue to rely exclusively on iASPEC to execute Bo Hai Wen’s
      obligations under the turnkey agreement in connection with the PGIS
      contracts.





3




***Our
      Industry***




**Informatization**





Over
      the
      past two decades, the PRC government has encouraged and urged the development
      and use of new technologies for information and communication (or ICTs) and
      their application in all spheres of government, industry, education and culture.
      The term “Informatization” or “ *xinxihua* ”
has
      been coined in China to describe the overall process of ICT application in
      China
      and has in recent years become a linchpin of central and many local economic
      development strategies.





As
      a part
      of the Informatization process, the PRC government has launched a series of
      online programs to accelerate the government’s pace of implementing *and
      using* the
      information economy by improving China’s current government information
      management systems and to help promote the country’s economic development. An
      example of this has been the Government Online Project or GOP. The Government
      Online Project is a three-stage initiative: Stage One focused upon connecting
      800-1,000 government offices and agencies to the Internet; Stage Two focused
      on
      having government offices and agencies move their information systems into
      compatible electronic form; and Stage Three focused on making government offices
      and agencies paperless. The purpose of the GOP is to create a centrally
      accessible administrative system that collects and transports data to and from
      users; *users* being
      the
      public and the enterprise system, as well as government
      departments.





On
      January 22, 1999, the Government Online Project was formally launched by China
      Telecom and the State Economic and Trade Commission’s (SETCs) Economic
      Information Center along with the Information Offices of more than 40 central
      government departments. The project interconnects government offices of *every* province,
      autonomous region and municipality. The network will promote the establishment
      of formal government websites to provide information and services and then
      (in
      theory) also facilitate collaboration between the government and the nation’s
      growing number of IT enterprises. By developing the basic infrastructure and
      encouraging government agencies at all levels to incorporate Internet
      technologies, the government hopes to set the tone for online development and,
      ultimately, e-commerce. Our Three-In-One Platform and Electronic Border Control
      programs are a part of the Informatization of the public security sector in
      China.








**GIS
      Industry**





The
      GIS
      field is a rapidly growing field that incorporates geographical features with
      data in order to assess real world problems. In the strictest sense, a
      GIS is
      a computer system capable of capturing, storing, analyzing, and displaying
      geographically referenced information; that is, data identified according to
      location. The term GIS also includes the procedures, operating personnel, and
      spatial data that go into the system.




The
      power
      of a GIS comes from the ability to relate different information in a spatial
      context and reach a conclusion about this relationship. Most of the information
      we have about our world contains a location reference, placing that information
      at some point on the globe. However, GIS can be used to emphasize objects on
      a
      map, their absolute location on the Earth's surface and their spatial
      relationships, in a series of attribute tables—the “information” part of a GIS.
      For example, while a computer-aided mapping system may represent a road simply
      as a line, a GIS may also recognize that road as the boundary between wetland
      and urban development between two census statistical areas. **** A
      GIS,
      therefore, can reveal important new information (such as whether features
      intersect or whether they are adjacent) that leads to better decision making
      or
      solutions.




*Data
      Capture and Integration -* In
      order
      to utilize a GIS, data must be directly entered into (or captured by) a GIS
      in
      digital form, that is, in a form the computer can recognize. A GIS can also
      convert existing digital information, which may not yet be in map form, into
      forms it can recognize and use. Map data may also be created by (1) digitizing
      maps by hand-tracing with a computer mouse on the screen or on a digitizing
      tablet to collect the coordinates of features, (2) using electronic scanners
      to
      convert maps to digits, or (3) uploading coordinates from Global Positioning
      System or GPS receivers into a GIS. Once a time-consuming process, the data
      capture process is now made easier by the development in the GIS industry of
      software tools to automatically extract features from satellite images or aerial
      photographs and create databases in map form for use in a GIS.




4


*Information
      Retrieval and Data Output -* With
      a
      GIS you can “point” at a location, object, or area on the screen and retrieve
      recorded information about it from off-screen files. For example, using scanned
      aerial photographs as a visual guide, you can ask a GIS about the location
      of a
      fire, analyze the area around the fire and determine conditions of adjacency
      (what is next to it), containment (what is enclosed by it) and proximity (how
      close is something to it).






Another
      critical component of a GIS is its ability to produce graphics on the screen
      or
      on paper to convey the results of analyses to the people who make decisions
      about resources. Wall maps, Internet-ready maps, interactive maps and other
      graphics can be generated, allowing decision makers to visualize and thereby
      understand the results of analyses or simulations of potential
      events.




*Components
      of GIS*





·
            *Hardware*-
                Hardware comprises the equipment needed to support the many activities
                ranging from data collection to data analysis. A central piece of
                the
                equipment is a workstation, which runs the GIS software and is the
                attachment point for the equipment. Data collection efforts can also
                require the use of a digitizer for conversion of hard copy data to
                digital
                data and a GPS data logger to collect the field. The use of handheld
                field
                technology is also becoming an important tool in GIS. With the advent
                of
                web-enabled GIS, web servers have become an important piece of equipment
                for GIS.





·
            *Software*-
                Different software packages are important for GIS. Central to this
                is the
                GIS application package. Such software is essential for creating,
                editing
                and adding spatial and attribute data, therefore these packages contain
                a
                myriad of functions inherent to them. Extensions or add-ons are software
                that extend capabilities of the GIS software package. Component GIS
                software is the opposite of application software. Component GIS seeks
                to
                build software applications that meet a specific purpose and thus
                are
                limited in their spatial analysis capabilities. Utilities are stand-alone
                programs that perform a specific function. For example, a file format
                utility that converts from one type of GIS file to another. There
                is also
                web-GIS software that helps serve data through Internet browsers.





·
            *Data*-
                Data is the core of any GIS. There are two primary types of data
                that are
                used in GIS, a geodatabase and attribute data. A*geodatabase*is
                a database that is in some way referenced to locations on the earth.
                Geodatabases are grouped into two different types: vector and raster.
                A
                vector image is stored as geometric objects, such as lines and arcs,
                which
                are drawn between specific coordinates. If you magnify a vector image
                you
                see the lines more accurately, and the line edges stay smooth. A
                raster
                image is made up from pixels, like the picture obtained from a scanner,
                or
                the screen image on a computer monitor, and has a finite amount of
                detail
                which is dependent upon the image size and resolution. However, the
                closer
                you look at a raster image the more coarse it appears and you don't
                see
                any extra detail. Vector drawings are utilized in GIS and other
                applications where accuracy is important. Coupled with this data
                is
                usually data known as*attribute
                data*.
                Attribute data are data that relate to a specific, precisely defined
                location. The data are often statistical but may be text, images
                or
                multi-media. These are linked in the GIS to spatial data that define
                the
                location.





·
            *People*-
                Well-trained people knowledgeable in spatial analysis and skilled
                in using
                GIS software are essential to the GIS process.





*Public
      Sector Use of GIS*





GIS
      can
      be used by the public sector in the following ways:





·
            *Pubic
                Safety and Emergency Response Planning*-GIS
                technology gives public safety personnel the ability to manage and
                analyze
                large amounts of location-based information. Data (including files
                from
                legacy systems) can be stored in a geodatabase and used to visualize
                spatial relationships and reveal trends critical to public safety
                response
                and planning. Computer-generated maps can be shared across a network
                or
                the Internet with multiple agencies to coordinate efforts and maximize
                resources.






5




·
            *Law
                Enforcement*-GIS
                software uses geography and computer-generated maps as an interface
                for
                integrating and accessing massive amounts of location-based information.
                GIS allows law enforcement and criminal justice personnel to effectively
                plan for emergency response, determine mitigation priorities, analyze
                historical events, and predict future events. GIS can also be used
                to get
                critical information to emergency responders upon dispatch or while
                en
                route to an incident to assist in tactical planning and response.
                While
                law enforcement agencies collect vast amounts of data, only a very
                small
                part of this information can be absorbed from spreadsheets and database
                files. GIS provides a visual, spatial means of displaying data, allowing
                law enforcement agencies to integrate and leverage their data for
                more
                informed decision making.




·
            *Public
                Works and Development*-
                Use of GIS software in public worksimproves
                efficiency and productivity to better serve citizens. For example,
                GIS
                applications are in demand in connection with the building up of
                the Pan
                Asia Railway and development of the Meigong River and Tumen River
                in the
                Northwest of China. Such public works systems could use GIS to connect
                all
                divisions in a public works department from engineering to accounting,
                which streamlines work flows, asset management, operations, and planning.
                Using a GIS throughout the department allows all sections to share
                and
                easily access geographic data. GIS promotes data integrity and facilitates
                better communication and decision making throughout the organization.




·
            *Economic
                Development*-
                GIS may be used to fostereconomic
                development. Agencies could work to advance the quality of life and
                strengthen the economic base of their region by retaining and growing
                existing businesses and attracting new investment.




·
            *Urban
                Planning and Site Selection*-
                Information regarding a proposed site for parcel zoning, transportation
                planning, waste disposal or other use may be combined and manipulated
                in a
                GIS to address planning and natural resource issues (such as the
                location
                of a water well near a proposed waste disposal site)to
                guarantee the quality of life for everyone in livable communities.
                Planning agencies have realized the power of enterprise GIS to identify
                problems, respond to them efficiently, and share the results with
                the
                public.




*GIS
      in China*




The
      development of GIS has been uneven in China. With the urbanization and fast
      economic growth along the coastal areas of China, the demands for GIS by
      government agencies greatly increased, especially in the areas of urban planning
      and land management. The increase in GIS usage in China led to a demand for
      a
      China-based GIS industry and a great deal of effort at the national level to
      support GIS research and development. China’s GIS Industry first developed and
      is still largely concentrated and well-utilized in the coastal cities of Hong
      Kong and Shenzhen, Guangzhou, Zhongshan, Beihai and Xiamen. However, the
      Northwestern region of China is utilizing developing GIS, largely supported
      by
      the government for regional planning purposes, and the North and Northeast
      regions with their many public research institutes are known for their
      experimental applications of GIS.




Our
      GIS
      software services and operations have been concentrated in and are used by
      the
      public security sector (such as by the Police, Fire Department and Healthcare
      Emergency Services). The
      use
      of GIS in the private sector is still developing in China and presents a great
      growth opportunity for us. In the future we
      plan
      to target the telecommunications, logistics and insurance sectors as areas
      for
      business development within the private GIS market.




***Our
      Products and Services***





We
      offer
      the following four products and services:





·
            Consolidated
                Emergency Response or “Three-In-One”
Platform


·
            Electronic
                Border Control


·
            GIS
                Software Services and Operations


·
            Software
                Sales and Support Services







6


**Three-in-One
      Platform**




Our
      Consolidated Emer gency
      Response or “Three-In-One” Platform is a
      software program which integrates fire, traffic and general police contact
      numbers into one contact number and enables these agencies to consolidate and
      perfect their public emergency response. Though our Three-In-One Platform our
      public security customers are able to command and coordinate joint responses
      to
      provide the public with immediate, efficient and reliable assistance. As a
      result of our Three-In-One Platform, our government customers are able to adopt
      one consolidated calling number through which the public can report and seek
      help in the event of an emergency, and as a result provide the public with
      long-term security. This Three-In-One Platform allows our governmental clients
      to have an all in one notification and response system that is similar to the
      integrated “911” system used in the U.S.





**Electronic
      Border Control**





Our
      Electronic Boarder Control program will be used by our government customers
      for
      effective border control systems. By adopting biological features recognition
      technology such as fingerprint recognition and facial recognition, and by
      integrating advanced intelligent technology such as infrared checking and
      vehicle license plate recognition, our Electronic Border Control program enables
      our government customers to remotely identify persons crossing their borders.
      The border-crossing public may be identified through the use of self-operated
      automated systems that record their vehicle license plates, read their
      Identification Cards and take their fingerprints at the border. The border
      crosser may continue across the border as soon as the system confirms the
      information provided. This system will greatly improve the efficiency of our
      government customers’ border controls.





**GIS
      Software Services and Operations**




We
      provide system management and support services in connection with our Police-Use
      Geographical Information Services or PGIS Platform. The PGIS platform is a
      GIS
      that was developed by iASPEC and licensed exclusively to us, for use in
      creating, editing and adding data to our customer’s systems. The PGIS platform
      allows us to provide our law enforcement customers with different services,
      including specialized mapping services, positioning services, messaging services
      and services which monitor access to their GIS by users of different levels.
      We
      offer the PGIS platform with a full complement of services, including providing
      basic map image data from the GIS and specific data in connection with that
      map
      image (such as a bus stop), a consolidation of both basic data and specific
      data
      services for data inquiry services, **** and
      application system services, which is the application of consolidated services
      to a specific service requirement, such as the position of a police officer
      in
      the field.




We
      also
      provide application interface services which ensure that our PGIS platform
      is
      equipped to interact with other programs to the benefit of our customers. The
      data from different law enforcement command systems can be integrated with
      our
      PGIS platform to provide our law enforcement customers with more robust
      communication and location information. Typically, our platforms are integrated
      with the City Emergency Commanding System, the Police Resource Consolidated
      Management System, the Residence Management System, the Internet Surveillance
      System, the Traffic Commanding System, the Criminal Investigation System and
      the
      City Surveillance System.




**Software
      Sales and Support Services**




As
      a
      result of our turnkey agreement with iASPEC and our 16 exclusive licenses to
      iASPEC’s 16 copyrighted applications, we have inherited iASPEC’s prior service
      line involving the software sales and distribution and support services. Our
      Software Sales and Support Services include the following four categories of
      services:




·
            Software
                Operation - Application software development, including consolidating
                the
                software development and pure application software development of
                different IT projects. Currently our customers for this service mainly
                include government agencies which outsource software development
                to
                us.




·
            System
                integration - We build integrated systems with necessary hardware
                equipment purchased by iASPEC on behalf of our customers. The system
                integration project sometimes includes application software development,
                the revenue of which is incorporated into our Software Operation
                services.




·
            Consulting
                - We provide IT consulting services related to the development of
                IT
                systems. For example, if our customer needs to build an IT system,
                we
                fully investigate the customer’s requirements and then submit relevant
                solutions.






7




·
            Software
                Sales and Distribution - Through our exclusive software license from
                iASPEC, we are entitled to sell and provide relevant software services
                to
                our customers. Also, as a distributor for some specialized software
                developers, we sell software products to the end-users, which may
                occur
                during the delivery of Software Operation, System Integration or
                Consulting services.







***Product
      Warranty***




Our
      Company usually offers a one-year service warranty for our system integration
      services. The warranty includes support services, minimal updates and system
      maintenance. In our experience the cost of providing this warranty has been
      immaterial.




We
      also
      offer warranties for our hardware sales, but the suppliers of such hardware
      provide the final warranty services.




***Our
      Intellectual Property***




We
      currently license the following copyrighted software applications from iASPEC
      under our turnkey agreement with iASPEC:




Registration
                Code
            Year
                Issued
            
            Name
            
            Version2004SR09334
            
            2004
            iASPEC
                Case Tracking Management System
            
            V
                2.02004SR09335
            
            2004
            iASPEC
                Application Envelope System
            
            V
                2.12004SR09336
            
            2004
            iASPEC
                Quality System Document Management System
            
            V
                2.22004SR09337
            
            2004
            iASPEC
                e-Logistics Support Management System
            
            V
                2.02004SR09338
            
            2004
            iASPEC
                Secured and Audited Message Switching System
            
            V
                2.52004SR09084
            
            2004
            iASPEC
                Project e-TimeTracker Management System
            
            V
                2.02004SR09085
            
            2004
            iASPEC
                Application e-Monitor System
            
            V
                3.32004SR09086
            
            2004
            iASPEC
                Remote Administered Distributed Application Architecture
                System
            
            V
                2.1.32004SR09087
            
            2004
            iASPEC
                Community and Establishment Management System
            
            V
                1.12004SR09088
            
            2004
            iASPEC
                Document and WorkFlow Management System
            
            V
                3.02004SR09089
            
            2004
            iASPEC
                e-Community Management and Service System
            
            V
                1.02006SR11589
            
            2006
            iASPEC
                Content Management System
            
            V
                1.02006SR11590
            
            2006
            iASPEC
                Three In One Police Computer Assistant Dispense System
            
            V
                1.02006SR11591
            
            2006
            iASPEC
                Police Force General Management System
            
            V
                1.02006SR11592
            
            2006
            iASPEC
                General Office Automatization System
            
            V
                1.02006SR11593
            
            2006
            iASPEC
                Police Geographic Information System
            
            V
                1.0






8


All
      copyrighted software applications are effective 5 years from the date of
      registration. The Company expects to renew all copyrighted software applications
      prior to their respective expiration date.





In
      addition, we protect our know how technologies through confidentiality
      provisions in the employment contracts we enter into with our employees.





***Sales
      and Marketing***





Through
      our exclusive turnkey agreement with iASPEC, we are exploring markets outside
      Shenzhen City. We develop new business by identifying and contacting potential
      new customers and through referrals, or as a result of new customers contacting
      us because of our reputation in the industry. We strengthen our market presence
      through various types of marketing campaigns, **** such
      as
      participating in exhibitions, trade fairs and seminars, and presenting solutions
      to prospective customers. We participate in several domestic and international
      trade fairs such as the China High-Tech Fair in Shenzhen and the eGovChina
      Fair
      in Beijing. We also participate in seminars held by ESRI, IBM etc. each year,
      to
      raise our recognition and promote our products. These trade fairs not only
      promote our reputation, but also our brand name.





Our
      main
      marketing and business development focus is on public security Informatization
      and GIS software services and operations, and software sales and distribution.
      We have a good reputation and brand recognition in this market. We expect to
      expand in the market and obtain more market shares through our mature products
      and quality services.





***Our
      Major Customers***




Our
      Predecessor, iASPEC serves about 17 customers located in the Guandong Province
      and Hainan Province in China. iASPEC has begun to explore markets outside of
      Guandong and Hainan Province in China. We do not have any customers outside
      of
      China. Our largest client, Shenzhen City Police Department, accounted for 13.8%
      of our sales in 2006 and our five largest customers accounted for 31.9% of
      our
      revenue in 2006.




The
      following table provides information on our major customers in fiscal years
      2006
      and 2005. For the fiscal year 2005, revenues were generated from our Predecessor
      company, iASPEC. For the fiscal year 2006, revenues were generated from our
      Predecessor company, iASPEC, during the Predecessor period of January 1, 2006
      to
      October 8, 2006 and by us directly through our turnkey arrangement with iASPEC
      or directly with clients for the successor period of January 17, 2006 to
      December 31, 2006. We have combined the Predecessor Period from January 1
      through October 8, 2006 and the Successor Period from January 17 through
      December 31, 2006 for purposes of the following 2006 analysis. This is not
      in
      accordance with US GAAP and the periods presented are not comparable due to
      our
      reverse acquisition by CPSH.




2006No.
            Name
            Revenues
              (in
                thousands of US dollars)
            Percentage
                of Total Sales (1)**1**
            **Shenzhen
                City Police Department**
            **1,621**
            **13.8%****2**
            **Shenzhen
                City Fire Department**
            **835**
            **7.1%****3**
            **Shenzhen
                Immigration Bureau of P.R.C.**
            **791**
            **6.7%****4**
            **Shenzhen
                City Nanshan District Police Department**
            **299**
            **2.5%****5**
            **Shenzhen
                City Traffic Police Department**
            **207**
            **1.8%**TOTAL
            3,753
            31.9%








9





2005No.
            Name
            Revenues
              (in
                thousands of US dollars)
            Percentage
                of Total Sale**1**
            **Shenzhen
                City Police Department**
            **1,751**
            **34.8%****2**
            **Shenzhen
                City Traffic Police Department**
            **205**
            **4.1%****3**
            **Luen
                Rong International Investment Limited**
            **152**
            **3.0%****4**
            **Shenzhen
                City LuoHu District Police Department**
            **104**
            **2.1%****5**
            **Hainan
                Province Dongfang City Police Department**
            **68**
            **1.4%**TOTAL
            2,280
            45.4%




***Our
      Competition***




The
      markets for public security Informatization and GIS in China have developed
      in
      recent years, and currently there are only a few software developers engaged
      in
      these fields, especially in the PGIS area, where we do not currently face any
      direct competition. However, there are many potential competitors in this area
      who could enter the market without significant barriers to entry.




We
      believe that Beijing Founder Digital Company Limited and Zheng Xian Technology
      (Shenzhen) Company Limited pose a threat as potential market entrants in the
      public security Informatization and GIS areas. However, we believe that we
      will
      be able to effectively compete with these software development companies should
      they enter the market for our product and service offerings in the
      future. **** There
      are
      technical and barriers to accessing the PGIS market which give us a comparative
      advantage to other prospective competitors. Our pioneering PGIS platform and
      our
      ongoing customer relationships are enabling us to develop a reputation in the
      industry.




***Regulation***




We
      are
      subject to the PRC’s foreign currency regulations. The PRC government has
      control over RMB reserves through, among other things, direct regulation of
      the
      conversion or RMB into other foreign currencies. Although foreign currencies
      which are required for “current account” transactions can be bought freely at
      authorized Chinese banks, the proper procedural requirements prescribed by
      Chinese law must be met. At the same time, Chinese companies are also required
      to sell their foreign exchange earnings to authorized Chinese banks and the
      purchase of foreign currencies for capital account transactions still requires
      prior approval of the Chinese government.





Fulfillment
      of certain PGIS contracts with PRC Government customers is restricted to
      entities possessing the necessary government licenses and approvals which Bo
      Hai
      Wen does not have. However, through our exclusive turnkey agreement with iASPEC
      we will benefit from the following governmental licenses and permits previously
      awarded and currently held by iASPEC:






10





Name
            
            DurationComputer
                System Integration Level Two Qualification from State Information
                Bureau
            
            April
                26, 2004 - April 25, 2008Key
                Software Enterprise from State Planning Bureau
            
            December
                31, 2002 - December 31, 2003 (subject to renewal)State
                Secret related Computer Information System Integration
                Certificate
            
            April
                26, 2004 - April 25, 2008Guangdong
                Province Computer Information System Security Service
                Qualification
            
            July
                22, 2004 - July 22, 2008Shenzhen
                City Computer Integration Top Level Qualification
            
            July
                28, 2003 - July 27, 2005 (subject to renewal)Shenzhen
                City Key Software Enterprise
            
            June
                29, 2005 - June 28, 2006 (subject to renewal)Shenzhen
                City High Technology Enterprise
            
            June
                1, 2006 - May 31, 2007





Because
      Bo Hai Wen does not have either the PRC required licenses or the workforce
      necessary to perform its obligations under the turnkey agreement in connection
      with such PGIS contracts, we have relied upon iASPEC’s licenses and workforce to
      fulfill our obligations thereunder. Bo Hai Wen expects to continue to rely
      exclusively on iASPEC to execute Bo Hai Wen’s obligations under the turnkey
      agreement in connection with these PGIS contracts.





***Our
      Employees***




As
      of
      March 31, 2007, we had a total of 73 full-time employees. The following table
      illustrates the allocation of these employees among the various job functions
      conducted at our company.









**Department**
            **Number
                of Employees****Software
                Development**
            **34****Sales
                & Marketing**
            **17****Admin
                & Human Resources**
            **10****Finance**
            **5****Management**
            **7****Total**
            **73**







We
      believe that our relationship with our employees is good. The remuneration
      payable to employees includes basic salaries and allowances. We also provide
      training for our staff from time to time to enhance their technical knowledge.




We
      have
      not experienced any significant problems or disruption to our operations due
      to
      labor disputes, nor have we experienced any difficulties in recruitment and
      retention of experienced staff.




11


Our
      Chinese subsidiary has trade unions which protect employees’ rights, aim to
      assist in the fulfillment of our economic objectives, encourage employee
      participation in management decisions and assist in mediating disputes between
      us and union members.





As
      required by applicable Chinese law, we have entered into employment contracts
      with all of our officers, managers and employees.





Our
      employees in China participate in a state pension scheme organized by Chinese
      municipal and provincial governments. We are required to contribute to the
      scheme at the rates ranging from 6%
      to 8%
      of the average monthly salary. The compensation expenses related to this scheme
      was $40,556 and $27,190, respectively, for the year ended December 31, 2006
      and
      for the year ended December 31, 2005.





In
      addition, we are required by Chinese law to cover employees in China with
      various types of social insurance. We have purchased social insurance for all
      of
      our employees.





**ITEM
      2. DESCRIPTION OF PROPERTY**





All
      land
      in China is owned by the State or collectives. Individuals and companies are
      permitted to acquire rights to use land or land use rights for specific
      purposes. In the case of land used for industrial purposes, the land use rights
      are granted for a period of 50 years. This period may be renewed at the
      expiration of the initial and any subsequent terms according to the relevant
      Chinese laws. Granted land use rights are transferable and may be used as
      security for borrowings and other obligations.




During
      fiscal year 2006, our subsidiary Bo Hai Wen occupied space in offices pursuant
      to a short-term rental agreement which will be terminated in June 2007 when
      we
      move into our new executive offices. Bo Hai Wen currently has land use rights
      to our
      new
      executive offices which are located in the Futian
      District of Shenzhen City. Our
      new
      executive offices, consist of approximately
      1,200 square meters, all of which are dedicated to administrative office
      space . We
      have
      fully paid the land use fees. Our
      other
      property primarily consists of computer equipment, servers, licensed software
      and some furniture or fixtures. There is no lien on any of our property and
      we
      currently do not have any intention to make large scale improvements or
      developments with respect to these properties.




**ITEM
      3.** **LEGAL
      PROCEEDINGS** ****




We
      are
      not a party to any material legal proceedings. ****




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





We
      have
      not sold any equity securities during the fiscal quarter ended December 31,
      2006
      that were not previously disclosed in a current report on Form 8-K during the
      quarter.







**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS** **AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.**




***Market
      Information***




Our
      common stock is quoted under the symbol “CPBY.OB” on the Electronic Bulletin
      Board maintained by the National Association of Securities Dealers, Inc. Our
      CUSIP number is 16942F103 .




The
      following table sets forth, for the periods indicated, the high and low bid
      prices of our common stock. These prices reflect inter-dealer prices, without
      retail mark-up, mark-down or commission, and may not represent actual
      transactions. These prices are adjusted to reflect the 4.44444444 for 1 forward
      split of our common stock that we effected on October 2, 2006.




12







Closing
                Bid Prices(1)High
            Low***Year
                Ended December 31, 2006***1stQuarter
            N/A
            N/A2ndQuarter
            N/A
            N/A3rdQuarter
            $2.25
            $0.684thQuarter
            $5.50
            $0.56***Year
                Ended December 31, 2005***1stQuarter
            N/A
            N/A2ndQuarter
            N/A
            N/A3rdQuarter
            N/A
            N/A4thQuarter
            N/A
            N/A




________________________


(1)  The
      above
      tables set forth the range of high and low closing bid prices per share of
      our
      common stock as reported by Yahoo Finance for the periods
      indicated.




***Reports
      to Stockholders***




We
      plan
      to furnish our stockholders with an annual report for each fiscal year ending
      December 31 containing financial statements audited by our independent
      registered public accounting firm. Additionally, we may, in our sole discretion,
      issue unaudited quarterly or other interim reports to our stockholders when
      we
      deem appropriate. We intend to maintain compliance with the periodic reporting
      requirements of the Securities Exchange Act of 1934.




***Holders***




On
      April
      9, 2007, there were approximately 61 stockholders of record of our common
      stock.




***Dividends***




We
      have
      never declared or paid cash dividends. Any future decisions regarding dividends
      will be made by our Board of Directors. We currently intend to retain and use
      any future earnings for the development and expansion of our business and do
      not
      anticipate paying any cash dividends in the foreseeable future.




***Securities
      Authorized for Issuance under Equity Compensation
      Plans***




None.




***Recent
      Sales of Unregistered Securities***




We
      have
      not sold any equity securities during the fiscal year ended December 31, 2006
      that were not previously disclosed in a quarterly report on Form 10-QSB or
      a
      current report on Form 8-K that was filed during the 2006 fiscal year.




13


**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATION** ****




***Overview***





This
      subsection of MD&A is an overview of the important factors that management
      focuses on in evaluating our businesses, financial condition and operating
      performance, our overall business strategy and our earnings for the periods
      covered.





General




We
      are a
      holding company that only operates through our Chinese subsidiary, Bo Hai Wen
      Technology (Shenzhen) Company Limited. Through the subcontracting services
      provided for in our turnkey agreement with iASPEC, we are now a provider of
      integrated solutions for the public security sector in China, specializing
      in
      providing public security Informatization and Geographic Information Systems
      or
      GIS software services. Our mostly public sector customers use our products
      and
      services to improve the service quality and management level of civil and
      medical emergencies, traffic control, fire control, medical rescue and border
      control. Our typical customers include the Guangdong Public Security Department,
      the Shenzhen Border Check Station, the Shenzhen Public Security Bureau, the
      Shenzhen Traffic Police Bureau, the Shenzhen Fire Department and the Dongfang
      Public Security Bureau of Hainan Province. In the future we expect to expand
      the
      application of our products and services in the public security sector and
      to
      other sectors in China as well.




We
      generate revenues through the sale of our integrated hardware and software
      products and through the provision of related support services. In fiscal year
      2006, 55% of our revenues were generated under the turnkey agreement with
      iASPEC. However, the cost for achieving such revenues were borne by iASPEC
      on
      behalf of Bo Hai Wen and iASPEC’s staff assisted Bo Hai Wen to accomplish
      the contracts.





Our
      Predecessor, iASPEC serves about 17 customers in over 5 cities in Guangdong
      Province and Hainan Province in China. One customer accounted for 13.8% of
      our
      revenues in 2006. ****




***Opportunity
      for Growth***





Our
      objective is to be the leading provider of integrated
      solutions for public security Informatization and GIS software service
      operations in China. Our
      offering of intelligence solutions will help organizations make more insightful
      decisions and improve the efficiency of their internal processes.





Two
      key
      elements of our strategy are as follows:





*Broaden
      the Exposure and the Use of Our Solutions in the Public Security
      Sector.*  ** In
      the
      past, our Predecessor Company, iASPEC, has had a market base which is
      concentrated in the Shenzhen City area of Guangdong Province, China. Through
      a
      combination of software, data, predictive analytics services and custom
      development services, we provide a portfolio of location intelligence
      capabilities that we utilize to help our customers solve key business problems.
      With the ** PGIS
      Consolidated Service Platform developed by iASPEC and licensed to us through
      the
      turnkey agreement, we intend to expand our market to other Provinces and cities
      and to facilitate a wider use of location-based solutions across entire
      organizations through easy-to-deploy services, integrated functionality and
      industry standard technology design.





*Accelerate
      Our Penetration into the Business Sector* .  
      A key element of our growth strategy involves deepening our presence in the
      private sector, including in telecommunications, logistics, retail, and
      financial services through the marketing of the Civil
      Geographic Information Systems (“CGIS”) Consolidated Service Platform developed by iASPEC and licensed to us pursuant
      to
      the turnkey agreement. To this end we hope to partner with companies such as
      the Shenzhen Branch of China Unicom, to develop a client base in the CGIS market
      across China.


We
      hope
      that these
      efforts will strengthen our expertise in the private sector through broadening
      our understanding of the priorities, issues, challenges and opportunities facing
      these markets. From this understanding, we will be able to package our portfolio
      of location intelligence capabilities to solve specific problems facing
      organizations in the business sector.





14


We
      expect
      to execute these two elements of our growth strategy through a combination
      of
      investment in internal initiatives. Internal initiatives will focus typically
      on
      expanding capacity and enhancing our technology and services capabilities.
      We
      may also attempt to grow through acquisitions.





***Weaknesses
      and Uncertainties that Affect our Financial Condition***





The
      revenue growth and profitability of our business depend on the overall market
      demand for software products and related services. Our products and services
      in
      the public security sector are considerably mature. However, If we fail to
      quickly expand our market share in the public security sector, our financial
      status could be adversely affected.





***Results
      of Operations***





The
      following tables set forth key components of our results of operations for
      the
      periods indicated, both in dollars and as a percentage of sales revenues and
      key
      components of our revenue for the period indicated in dollars.  We have
      combined the Predecessor Period from January 1 through October 8, 2006 and
      the
      Successor Period from January 17 through December 31, 2006 for purpose of the
      following 2006 analysis. This is not in accordance with US GAAP and the periods
      presented are not comparable due to our reverse acquisition by CPSH. ****




15




**PREDECESSOR**
              
              **SUCCESSOR**
              
              **COMBINED****JANUARY
                  1**
              
              **JANUARY
                  17****YEAR
                  ENDED**
              
              **THROUGH**
              
              **THROUGH**
              
              **YEAR
                  ENDED****DECEMBER
                  31**
              
              **OCTOBER
                  8**
              
              **DECEMBER
                  31**
              
              **DECEMBER
                  31****2005**
              
              **2006**
              
              **2006**
              
              **2006**REVENUE
                  - THIRD PARTIES
              
              $
              5,023,065
              
              $
              9,644,332
              
              
              989,755
              
              $
              10,634,087REVENUE
                  - RELATED PARTY
              
              
              -
              
              
              -
              
              
              1,185,449
              
              
              1,185,449TOTAL
                  REVENUES
              
              
              5,023,065
              
              
              9,644,332
              
              
              2,175,204
              
              
              11,819,536COST
                  OF REVENUES
              
              
              (2,292,785
              )
              
              (3,739,518
              )
              
              (89,934
              )
              
              (3,829,452
              )GROSS
                  PROFIT
              
              
              2,730,280
              
              
              5,904,814
              
              
              2,085,270
              
              
              7,990,084ADMINISTRATIVE
                  EXPENSES
              
              
              (474,822
              )
              
              (924,196
              )
              
              (97,510
              )
              
              (1,021,706
              )ANNUAL
                  FEE TO iASPEC
              
              
              -
              
              
              -
              
              
              (45,000
              )
              
              (45,000
              )SELLING
                  EXPENSES
              
              
              (184,494
              )
              
              (157,855
              )
              
              (60,013
              )
              
              (217,868
              )INCOME
                  FROM OPERATIONS
              
              
              2,070,964
              
              
              4,822,763
              
              
              1,882,747
              
              
              6,705,510OTHER
                  INCOME
              
              
              62,296
              
              
              6,584
              
              
              1,305
              
              
              7,889INCOME
                  BEFORE TAX
              
              
              2,133,260
              
              
              4,829,347
              
              
              1,884,052
              
              
              6,713,399INCOME
                  TAXES
              
              
              (321,000
              )
              
              (749,381
              )
              
              (289,403
              )
              
              (1,038,784
              )NET
                  INCOME
              
              
              1,812,260
              
              
              4,079,966
              
              
              1,594,649
              
              
              5,674,615FOREIGN
                  CURRENCY TRANSLATIONGAIN
              
              
              -
              
              
              268,305
              
              
              -
              
              
              268,305COMPREHENSIVE
                  INCOME
              
              $
              1,812,260
              
              $
              4,348,271
              
              $
              1,594,649
              
              $
              5,942,920WEIGHTED
                  AVERAGE NUMBEROF
                  SHARES
              
              
              N/A
              
              
              N/A
              
              
              26,958,104
              
              
              N/ABASIC
                  AND DILUTEDEARNINGS
                  PER SHARE
              
              
              N/A
              
              
              N/A
              
              
              0.06
              
              
              N/A






16






**Predecessor**
              
              **Successor**
              
              **Combined****AS
                  A PERCENTAGE OF REVENUES**
              
              
              
              **January
                  1**
              
              **January
                  17****Year
                  ended**
              
              **through**
              
              **through**
              
              **Year
                  ended****December
                  31**
              
              **October
                  8**
              
              **October
                  8**
              
              **December
                  31****2005**
              
              **2006**
              
              **2006**
              
              **2006**REVENUES
                  - THIRD PARTIES
              
              
              100
              %
              
              100
              %
              
              46
              %
              
              90
              %REVENUES
                  - RELATED PARTY
              
              
              0
              %
              
              0
              %
              
              54
              %
              
              10
              %GROSS
                  PROFIT
              
              
              54
              %
              
              61
              %
              
              96
              %
              
              68
              %ADMINISTRATIVE
                  EXPENSES
              
              
              10
              %
              
              9
              %
              
              5
              %
              
              9
              %ANNUAL
                  FEE TO iASPEC
              
              
              0
              %
              
              0
              %
              
              2
              %
              
              0
              %SELLING
                  EXPENSES
              
              
              4
              %
              
              2
              %
              
              3
              %
              
              2
              %INCOME
                  FROM OPERATIONS
              
              
              41
              %
              
              50
              %
              
              87
              %
              
              57
              %OTHER
                  INCOME
              
              
              1
              %
              
              0
              %
              
              0
              %
              
              0
              %INCOME
                  BEFORE TAX
              
              
              43
              %
              
              50
              %
              
              87
              %
              
              57
              %INCOME
                  TAXES
              
              
              6
              %
              
              8
              %
              
              13
              %
              
              9
              %NET
                  INCOME
              
              
              36
              %
              
              42
              %
              
              73
              %
              
              48
              %




*Revenues* .
      Revenues increased $6.8 million, or 136% to $11.8 million for the Combined
      Period ended December 31, 2006 from $5.0 million for the same period in
      2005. Comparing with the same period in 2005, 29 more contracts have been signed
      for
      the Combined Period ended December 31, 2006 .





*Cost
      of Revenues.* Our
      cost
      of revenues increased $1.5 million, or 67% to $3.8 million for the Combined
      Period ended December 31, 2006 from $2.3 million during the same period in
      2005.
      This increase was due to the increase of revenues. As a percentage of revenues,
      the cost of revenues decreased to 32% during the Combined Period ended December
      31, 2006 from 46% in the same period of 2005. The increase in gross margin
      was
      the total effect of the execution of more contracts and the
      increased controls over contract costs.





*Gross
      Profit* .
      Our
      gross profit increased $5.3 million to $8.0 million for the Combined Period
      ended December 31, 2006 from $2.7 million for the same period in 2005. Gross
      profit as a percentage of sales revenues was 68% for the Combined Period ended
      December 31, 2006, an increase of 14% from 54% during the same period in 2005.





*Administrative
      Expenses* .
      Our
      administrative expenses increased $0.5 million or 100% to $1.0 million for
      the
      Combined Period ended December 31, 2006 from $0.5 million for the same period
      in
      2005. The
      increase is mainly attributable to the expansion in operations during the year.
      As a percentage of sales revenues, administrative expenses remain stable at 9%
      for
      the Combined Period ended December 31, 2006 and
      for
      the same period in 2005.





*Selling
      Expenses* .
      Our
      selling expenses increased $33,374
      or 18%
      to $217,868
      for the Combined Period ended December 31, 2006 from $184,494
      for the same period in 2005. The increase is mainly attributable to more
      marketing fees incurred for getting sales contracts during the year. As a
      percentage of sales revenues, our selling expenses decreased to 2%
      for
      the Combined Period ended December 31, 2006 from 4%
      for
      the same period in 2005. This percentage decrease was primarily attributable
      to
      the increase in sales revenues and increased controls over our selling expenses.





*Income
      before Taxes* .
      Income
      before taxes increased $4.6 million or 219% to $6.7 million during the Combined
      Period ended December 31, 2006 from $2.1 million during the same period in
      2005.
      Income before taxes as a percentage of sales revenues increased to 57% during
      the Combined Period ended December 31, 2006 from 43% during the same period
      in
      2005. The increase is the combined effect of more contracts having been signed
      and our increased control over expenses.





17


*Provision
      for Income Taxes* .
      Our
      subsidiary, Bo Hai Wen, is subject to the PRC’s enterprises income tax, or EIT,
      at a rate of 15% of assessable profits. Accordingly, Bo Hai Wen was subject
      to a
      tax rate of 15% for 2006. Furthermore, Bo Ha Wen, is a Foreign Investment
      Enterprise or FIE engaged in the advanced technology industry. As such,
      commencing in 2007, Bo Hai Wen expects to be entitled to a two-year exemption
      from the EIT followed by a 12.5% tax exemption for the next 3
      years.





Provision
      for income taxes increased $0.7 million to $1.0 million during the Combined
      Period ended December 31, 2006 from $0.3 million during the same period in
      2005.
      Our effective tax rate for the Combined Period ended December 31, 2006, was
      15.5%. Our 2005 effective tax rate is 15%.





*Net
      Income* .
      Net
      income increased $3.9 million, or 213% to $5.7 million during the Combined
      Period ended December 31, 2006 from $1.8 million during the same period in
      2005,
      as a result of the factors described above.








***Liquidity
      and Capital Resources*** ****





Cash
      Flow and Working Capital




As
      of
      December 31, 2006, we had cash and cash equivalents (including restricted cash)
      of $0.17 million.





On
      February 6, 2007, we completed a private placement of 7,868,422 shares of our
      common stock to two **** accredited
      investors. As a result of the private placement we raised $14.95 million in
      gross proceeds, which left us with $14.28 million net proceeds after the
      deduction of offering expenses in the amount of $0.67 million.





We
      believe that our currently available working capital, after receiving the
      aggregate proceeds of our capital raising activities, should be adequate to
      sustain our operations at our current levels through at least the next twelve
      months.





The
      following table provides detailed information about our net cash flow for all
      financial statement periods presented in this filing. We have combined the
      Predecessor Period from January 1 through October 8, 2006 and the Successor
      Period from January 17 through December 31, 2006 for purpose of the following
      2006 analysis. This is not in accordance with US GAAP and the periods presented
      are not comparable due to our reverse acquisition by CPSH.


**Cash
      Flow**


Predecessor
              
              Successor
              
              CombinedJanuary
                  1
              
              Incorp.
                  DateYear
                  ended
              
              through
              
              throughDecember
                  31
              
              October
                  8
              
              December
                  31
              
              December
                  312005
              
              2006
              
              2006
              
              2006USD
              
              USD
              
              USD
              
              USDOPERATING
                  ACTIVITIESNet
                  cash provided by operating activities
              
              
              377,381
              
              
              6,821,447
              
              
              338,760
              
              
              7,160,207INVESTING
                  ACTIVITIESNet
                  cash used in investing activities
              
              
              (362,367
              )
              
              (4,996,233
              )
              
              (498,748
              )
              
              (5,494,981
              )FINANCING
                  ACTIVITIESNet
                  cash provided by financing activities
              
              
              -
              
              
              632,591
              
              
              332,304
              
              
              964,895NET
                  INCREASE IN CASH AND CASHEQUIVALENTS
              
              
              15,014
              
              
              2,457,805
              
              
              172,316
              
              
              2,630,121






18


Operating
      Activities





Net
      cash  provided
      by operating activities was $7.2 million for the Combined Period ended December
      31,
      2006 which is an
      increase of $6.8
      million from the $0.4 million net cash provided
      by operating activities for the same period in 2005. The
      increase was mainly due to an increase in net profit for the Combined period
      of
      December 31 2006.





Investing
      Activities





Our
      main
      uses of cash in investing activities is
      for
      the purchase
      of plant and equipment and
      advances to related and third parties.




Net
      cash used
      in investing activities in the Combined Period ended December 31, 2006 was $5.5
      million, which is an
      increase of $5.1
      million from net cash used
      in investing activities of $0.4 million in the same period of 2005 due
      to advances
      to related and third parties of $2.0 million, the purchase of plant and
      equipment for $3.3 million and the capitalization of software costs of $0.1
      million .




Financing
      Activities




Net
      cash provided
      by financing activities in the Combined Period ended December 31, 2006 totaled
      $1.0
      million as compared to nil used
      in
      the same period of 2005. The increase of the
      cash provided
      by financing activities was mainly attributable to our
      issuance of
      common stock in
      connection with the stock purchase transaction in the fourth quarter of 2006
      and
      an advance grant from the Shenzhen Bureau of Science Technology and Information
      amounting to $0.6 million ,
      and
      advances from third parties of $0.2 million.




***Obligations
      Under Material Contracts***




Below
      is
      a brief summary of the payment obligations under materials contracts to which
      we
      are a party.


Our
      wholly-owned subsidiary, Bo Hai Wen is a party to the turnkey agreement,
      pursuant to which Bo Hai Wen is exclusively engaged as a subcontractor providing
      iASPEC’s customers with certain outsourcing services (to the extent that those
      services do not violate any special governmental permits held by iASPEC and
      do
      not involve the transfer of any sensitive confidential governmental or other
      data). We are obligated under the terms of the turnkey agreement to pay for
      our
      own costs in providing these services and to pay iASPEC $180,000 per year
      throughout the term of the agreement.





***Seasonality
      of our Sales***




Our
      operating results and operating cash flows historically have not been subject
      to
      seasonal variations. This pattern may change; however, as a result of new market
      opportunities or new product introductions.




***Inflation***




Inflation
      does not materially affect our business or the results of our operations.




***Critical
      Accounting Policies*** ****




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires our management to make
      assumptions, estimates and judgments that affect the amounts reported in the
      financial statements, including the notes thereto, and related disclosures
      of
      commitments and contingencies, if any. We consider our critical accounting
      policies to be those that require the more significant judgments and estimates
      in the preparation of financial statements, including the
      following:




l
            *Revenue
                recognition*-
                During the Predecessor Period, revenues from products were recognized
                only
                when persuasive evidence of an arrangement existed, delivery had
                occurred
                or services had been rendered, the price to the customer was fixed
                or
                determinable, and collectibility was reasonably assured. Generally,
                revenue was recognized (1) upon shipment for equipment and software,
                (2) as work was performed for professional services and (3) in
                equal periodic amounts over the term of the contract for software
                and
                hardware maintenance. The Company’s revenue recognition policies are in
                accordance with SEC Staff Accounting Bulletin No. 104, “*Revenue
                Recognition*,”
                and Statement of Position No. 97-2, “*Software
                Revenue Recognition*”






19


During
      the Successor Period, Bo Hai Wen generated revenues from CGIS contracts with
      its
      customers. Revenues from products are recognized only when persuasive evidence
      of an arrangement exists, delivery has occurred or services have been rendered,
      the price to the customer is fixed or determinable, and collectibility is
      reasonably assured. Generally, revenue is recognized (1) upon shipment for
      equipment and software, (2) as work is performed for professional services
      and (3) in equal periodic amounts over the term of the contract for
      software and hardware maintenance. The Company’s revenue recognition policies
      are in accordance with SEC Staff Accounting Bulletin No. 104, “ *Revenue
      Recognition* ,”
and
      Statement of Position No. 97-2, “ *Software
      Revenue Recognitio* n”.




In
      addition, during the Successor Period Bo Hai Wen generated revenues under the
      turnkey agreement. Through December 31, 2006, Bo Hai Wen had neither the PRC
      required licenses nor the workforce necessary to perform under the turnkey
      agreement and relied upon iASPEC’s licenses and workforce to fulfill its
      obligations thereunder. Because iASPEC maintains all customer relationships,
      procures the hardware required for each contract, and provides the workforce
      and
      facilities necessary to fulfill contracts. Accordingly, amounts reported by
      Bo
      Hai Wen under the turnkey agreement reflect contract amounts net of costs
      incurred by iASPEC.





The
      majority of our revenues are generated from fixed-price contracts, which provide
      for licenses to our software products, and services to customize such software
      to meet our customers’ use. Generally, when the services are determined to be
      essential to the functionality of the delivered software, we recognize revenue
      using the percentage of completion method of accounting in accordance with
      SOP
      97-2 and 81-1 *“Accounting
      for Long-term Construction Type Contracts”* .
      The
      percentage of completion for each contract is estimated based on the ratio
      of
      direct lobor hours incurred to total estimated direct labor hours.





l
            *Income
                taxes -*We
                account for income tax under the provisions of Statement of Financial
                Accounting Standards No. 109, which requires the recognition of deferred
                tax assets and liabilities for the expected future tax consequences
                of the
                events that have been included in the financial statements or tax
                returns.
                Deferred income taxes are recognized for all significant temporary
                differences between tax and financial statement bases of assets and
                liabilities.





l
            *Accounting
                for Computer Software to Be Sold, Leased or Otherwise
                Marketed*-
                We account for software development costs in accordance with the
                Statement
                of Financial Accounting Standards (“SFAS”) No. 86,*“Accounting
                for the Costs of Computer Software to be Sold, Leased, or Otherwise
                Marketed*”.
                Costs related to establishing the technological feasibility of a
                software
                product are expensed as incurred as a part of research and development
                in
                general and administrative expenses. Costs that are incurred to produce
                the finished product after technological feasibility is established
                are
                capitalized and amortized over the estimated economic life of 5 years.
                The
                Company performs periodic reviews to ensure that unamortized program
                costs
                remain recoverable from future revenue.





*l*
            *Foreign
                Currency Translation and Transactions -*The
                functional currency of Bo Hai Wen is the Renminbi or RMB, and the
                RMB is
                not freely convertible into foreign currencies. Bo Hai Wen maintains
                its
                financial statements in the functional currency. Monetary assets
                and
                liabilities denominated in currencies other than the functional currency
                are translated into the functional currency at rates of exchange
                prevailing at the balance sheet date. Transactions denominated in
                currencies other than the functional currency are translated into
                the
                functional currency at the exchange rates prevailing at the dates
                of the
                transactions. Exchange gains or losses arising from foreign currency
                transactions are included in the determination of net income for
                the
                respective periods. Transaction gains or losses were not significant
                for
                the periods presented.





For
      the
      purpose of preparing group accounts at the holding company level, our financial
      statements are expressed in United States dollars or USD. All our assets and
      liabilities are translated into USD using the closing rate method. Under this
      method, our assets and liabilities are translated into USD at the applicable
      rates of exchange in effect at the balance sheet date. Income and expenses
      are
      translated at the average exchange rates for the year. Share capital and other
      reserves are translated into USD.





***Recent
      Accounting Pronouncements***




In
      June
      2006, the FASB issued Interpretation No. 48 “ *Accounting
      for Uncertainty in Income Taxes* .”
This
      interpretation clarifies the accounting for uncertainty in income taxes
      recognized in an enterprise's financial statements in accordance with SFAS
      109
“Accounting for Income Taxes.” This interpretation prescribes a recognition
      threshold and measurement attribute for the financial statement recognition
      and
      measurement of a tax position taken or expected to be taken in a tax return.
      The
      interpretation also provides guidance for de-recognition of tax positions,
      financial statement classification, interest and penalties, accounting in
      interim periods, disclosure, and transition. This interpretation is effective
      for fiscal years beginning after December 15, 2006. Adoption of this statement
      is not expected to have a material effect on the operating results of the
      Company, as a recently completed assessment of the Company’s current tax
      positions indicated no uncertainties that would warrant different recognition
      and valuation from that applied in the Company’s tax returns.




20


In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measurements* ,”
which
      defines fair value, establishes a framework for measuring fair value, and
      expands disclosures about fair value measurements. The provisions of SFAS 157
      are effective for financial statements issued for fiscal years beginning after
      November 15, 2007, and interim periods within those fiscal years. The Company
      is
      currently evaluating the impact this statement will have on its financial
      statements.





In
      February 2007, the FASB issued Statement No. 159, “ *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      amendment to FASB Statement No. 115”.* This
      statement permits companies to choose to measure many financial instruments
      and
      other items at fair value. The objective is to improve financial reporting
      by
      providing entities with the opportunity to mitigate volatility in reported
      earnings caused by measuring related assets and liabilities differently without
      having to apply complex hedge accounting provisions. This Statement is expected
      to expand the use of fair value measurement of accounting for financial
      instruments. This statement applies to all entities, including not for
      profit.





The
      fair
      value option established by this statement permits all entities to measure
      eligible items at fair value at specified election dates. This statement is
      effective as of the beginning of an entity’s first fiscal year that begins after
      November 15, 2007.





The
      Company is currently assessing the impact adoption of SFAS No. 159 will have
      on
      its consolidated financial statements.





**Off-Balance
      Sheet Arrangements**




We
      do not
      have any off-balance arrangements.








**RISK
      FACTORS** ****




*You
      should carefully consider the risks described below, which constitute the
      material risks facing us. If any of the following risks actually occur, our
      business could be harmed. You should also refer to the other information about
      us contained in this Form 10-KSB, including our financial statements and related
      notes.*







**RISKS
      RELATED TO OUR BUSINESS**




***Our
      inability to develop new products and service offerings could have an adverse
      effect on our future growth.***





Our
      future revenue stream depends to a large degree on our ability to utilize our
      technology in a way that will allow us to offer new types of software
      applications and services to a broader client base. We will be required to
      make
      investments in research and development in order to continue to develop new
      software applications and related service offerings, enhance our existing
      software applications and related service offerings and achieve market
      acceptance of our software applications and service offerings. We may incur
      problems in the future in innovating and introducing new software applications
      and service offerings. Our development-stage software applications may not
      be
      successfully completed or, if developed, may not achieve significant customer
      acceptance. If we are unable to successfully define, develop and introduce
      competitive new software applications, and enhance existing software
      applications, our future results of operations would be adversely affected.
      Development schedules for software applications are difficult to predict. The
      timely availability of new applications and their acceptance by customers are
      important to our future success. A delay in new the development of new
      applications could have a significant impact on its results of operations.





21


***A
      significant portion of our sales are derived from a limited number of customers,
      and results from operations could be adversely affected and stockholder value
      harmed if we lose any of these customers.***





Historically,
      a significant portion of our revenues have been derived from a limited number
      of
      customers. For the years ended December 31, 2006 and 2005, 31.9% and 45.4%
      of
      our revenues, respectively, were derived from our five largest customers. The
      loss of any of these significant customers would adversely affect our revenues
      and stockholder value.





***We
      depend heavily on key personnel, and turnover of key employees and senior
      management could harm our business.***





Our
      future business and results of operations depend in significant part upon the
      continued contributions of our key technical and senior management personnel,
      including Jiang Huai Lin, our Chairman and Chief Executive Officer, and Zhi
      Xiong Huang our director. They also depend in significant part upon our ability
      to attract and retain additional qualified management, technical, marketing
      and
      sales and support personnel for our operations. If we lose a key employee or
      if
      a key employee fails to perform in his or her current position, or if we are
      not
      able to attract and retain skilled employees as needed, our business could
      suffer. Significant turnover in our senior management could significantly
      deplete our institutional knowledge held by our existing senior management
      team.
      We depend on the skills and abilities of these key employees in managing the
      technical, marketing and sales aspects of our business, any part of which could
      be harmed by further turnover.





***Investor
      confidence and market price of our shares may be adversely impacted if we or
      our
      independent registered public accountants are unable to attest to the adequacy
      of the internal controls over our financial reporting as of December 31, 2008,
      as required by Section 404 of the U.S. Sarbanes-Oxley Act of
      2002.***





We
      will
      be subject to the reporting requirements of the U.S. Securities and Exchange
      Commission, or SEC. The SEC, as directed by Section 404 of the U.S.
      Sarbanes-Oxley Act of 2002, adopted rules requiring public companies, including
      us, to include a report of management of their internal control structure and
      procedures for financial reporting in their annual reports on Form 10-KSB that
      contains an assessment by management of the effectiveness of their internal
      controls over financial reporting. In addition, independent registered public
      accountants of these public companies must attest to and report on management’s
      assessment of the effectiveness of their internal controls over financial
      reporting. These requirements will first apply to our annual report on Form
      10-KSB for the fiscal year ended on December 31, 2007, although the auditor
      attestation will not be required until our annual report on Form 10-KSB for
      the
      fiscal year ended on December 31, 2008. Our management may conclude that our
      internal controls over financial reporting are not effective. Moreover, even
      if
      our management concludes otherwise, if our independent registered public
      accountants are not satisfied with our internal control structure and
      procedures, the level at which our internal controls are documented, designed,
      operated or reviewed, or if the independent registered public accountants
      interpret the requirements, rules or regulations differently from us, they
      may
      decline to attest to our management’s assessment or may issue a report that is
      qualified. Any of these possible outcomes could result in an adverse reaction
      in
      the financial marketplace due to a loss of investor confidence in the
      reliability of our financial statements, which could negatively impact the
      market price of our shares.





***Our
      holding company structure may limit the payment of
      dividends.***




We
      have
      no direct business operations, other than our ownership of our subsidiaries.
      While we have no current intention of paying dividends, should we decide in
      the
      future to do so, as a holding company, our ability to pay dividends and meet
      other obligations depends upon the receipt of dividends or other payments from
      our operating subsidiaries and other holdings and investments. In addition,
      our
      operating subsidiaries, from time to time, may be subject to restrictions on
      their ability to make distributions to us, including as a result of restrictive
      covenants in loan agreements, restrictions on the conversion of local currency
      into U.S. dollars or other hard currency and other regulatory restrictions
      as
      discussed below. If future dividends are paid in Renminbi, fluctuations in
      the
      exchange rate for the conversion of Renminbi into U.S. dollars may reduce the
      amount received by U.S. stockholders upon conversion of the dividend payment
      into U.S. dollars.




Chinese
      regulations currently permit the payment of dividends only out of accumulated
      profits as determined in accordance with Chinese accounting standards and
      regulations. Our subsidiaries in China are also required to set aside a portion
      of their after tax profits according to Chinese accounting standards and
      regulations to fund certain reserve funds. Currently, our subsidiaries in China
      are the only sources of revenues or investment holdings for the payment of
      dividends. If they do not accumulate sufficient profits under Chinese accounting
      standards and regulations to first fund certain reserve funds as required by
      Chinese accounting standards, we will be unable to pay any
      dividends.




22





**RISKS
      RELATING TO THE INDUSTRY IN WHICH WE OPERATE**




***Our
      inability to keep pace with the rapid technological changes in our industry
      could reduce demand for our products and services which would adversely affect
      our revenues.*** **





Our
      industry is characterized by extremely rapid technological change, evolving
      industry standards and changing customer demands. These conditions require
      continuous expenditures on product research and development to enhance existing
      products, create new products and avoid product obsolescence. We believe that
      the timely development of new products and continuing enhancements to existing
      products is essential to maintain our competitive position in the marketplace.
      Our future success depends in part upon customer and market acceptance of our
      products and initiatives, which is uncertain. Any failure to achieve increased
      acceptance of these and other new product offerings could have a material
      adverse effect on our business and results of operations.





***Unfavorable
      economic conditions may affect the level of technology spending by our customers
      and the demand for our products and services may decrease.***





The
      revenue growth and profitability of our business depend on the overall demand
      for software products and related services, particularly within the private
      sector. Because our strategy involves a sale of our products and services
      primarily to customers in the private sector, our business depends on the
      overall economy and the economic and business conditions within this market.
      Any
      future stock market decline or broad economic slowdown will affect the demand
      for our software products and related services and decrease technology spending
      of many of our customers and potential customers. These events could have a
      material effect on us in the future, including, without limitation, on our
      future revenue and earnings.





***Our
      software products may contain defects or errors, which could decrease sales,
      injure our reputation or delay shipments of our
      products.*** **





The
      software products that we develop are complex and must meet the stringent
      technical requirements of our customers. In addition, to keep pace with the
      rapid technological change in our industry and to avoid the obsolescence of
      our
      software products, we must quickly develop new products and enhancements to
      existing products. Because of this complexity and rapid development cycle,
      we
      cannot assure you that our software products are free of undetected errors,
      especially in newly released software products and new versions of existing
      software products. If our software is not free of errors, this could result
      in
      litigation, fewer sales, increased product returns, damage to our reputation
      and
      an increase in service and warranty costs, which would adversely affect our
      business.





***Our
      technology may become obsolete which could materially adversely affect our
      ability to sell our products and services.***





If
      our
      technology, products and services become obsolete, our business operations
      would
      be materially adversely affected. The market in which we compete is
      characterized by rapid technological change, evolving industry standards,
      introductions of new products, and changes in customer demands that can render
      existing products obsolete and unmarketable. Our current products will require
      continuous upgrading or our technology will become obsolete. Our future success
      will depend upon our ability to address the increasingly sophisticated needs
      of
      our customers by supporting existing and emerging hardware, software, database,
      and networking platforms and by developing and introducing enhancements to
      our
      existing products and new products on a timely basis that keep pace with
      technological developments, evolving industry standards, and changing customer
      requirements. Research
      and development costs of $0 and $0 were expressed during the year ended December
      31, 2005 and the period from January 1, 2006 through October 8, 2006
      respectively. There were no Research and development expenses in the Successor
      Period. Instead, costs that are incurred to produce the finished product after
      technological feasibility is established are capitalized. Software development
      costs of $331,491 and $102,953 were capitalized during the year ended December
      31, 2005 and the period from January 1, 2006 through October 8, 2006
      respectively.





23


***We
      face the risk of systems interruptions and capacity constraints, possibly
      resulting in adverse publicity, revenue loss and erosion of customer
      trust.***





The
      satisfactory performance, reliability and availability of our network
      infrastructure are critical to our reputation and our ability to attract and
      retain customers and to maintain adequate customer service levels. We may
      experience temporary service interruptions for a variety of reasons, including
      telecommunications or power failures, fire, water damage, vandalism, computer
      bugs or viruses or hardware failures. We may not be able to correct a problem
      in
      a timely manner. Any service interruption that results in the unavailability
      of
      our system or reduces its capacity could result in real or perceived public
      safety issues that may affect customer confidence in our services and result
      in
      negative publicity that could cause us to lose customer accounts or fail to
      obtain new accounts. Any inability to scale our systems may cause unanticipated
      system disruptions, slower response times, degradation in levels of customer
      service, or impaired quality and speed of transaction processing. We are not
      certain that we will be able to project the rate or timing of increases, if
      any,
      in the use of our services to permit us to upgrade and expand our systems
      effectively or to integrate smoothly any newly developed or purchased modules
      with our existing systems.





***If
      we are not able to*** ***adequately secure and protect our patent, trademark and other proprietary
      rights*** ***our business may be materially affected.***




Under
      the
      turnkey agreement, we license 16 copyrighted software applications from iASPEC
      on an exclusive basis. To protect the intellectual property underlying these
      applications and our other intellectual property, we rely on a combination
      of
      copyright, trademark, and trade secret laws. We also rely on non-disclosure
      agreements and other confidentiality procedures and contractual provisions
      to
      protect our intellectual property rights. Some of these technologies, other
      than
      the iASPEC copyrighted
      software applications ,
      are
      very important to our business and are not protected by copyrights or patents.
      It may be possible for unauthorized third parties to copy or reverse engineer
      our products, or otherwise obtain and use information that we regard as
      proprietary. Further, third parties could challenge the scope or enforceability
      of our copyrights. In certain foreign countries, including China where we
      operate, the laws do not protect our proprietary rights to the same extent
      as
      the laws of the United States. Any misappropriation of our intellectual property
      could have a material adverse effect on our business and results of operations,
      and we cannot assure you that the measures we take to protect our proprietary
      rights are adequate.





***Claims
      that we infringe the proprietary rights of third parties could result in
      significant expenses or restrictions on our ability to sell our products and
      services.*** **





Third
      parties may claim that our products or services infringe their proprietary
      rights. Any infringement claim, with or without merit, would be time-consuming
      and expensive to litigate or settle and could divert our management's attention
      from our core business. In the event of a successful infringement claim against
      us, we may have to pay significant damages, incur substantial legal fees,
      develop costly non-infringing technology, or enter into license agreements
      that
      require us to pay substantial royalties and that may not be available on terms
      acceptable to us, if at all.








**RISKS
      RELATING TO OUR COMMERCIAL RELATIONSHIP WITH IASPEC**




***Jiang
      Huai Lin’s association with iASPEC could pose a conflict of interest which may
      result in iASPEC decisions that are adverse to our
      business.***




Jiang
      Huai Lin, our president and chief executive officer and the beneficial owner
      of
      63% of our common stock also beneficially owns 60% of iASPEC, from whom we
      derived 55% of our revenues in the fiscal year ended December 31, 2006 pursuant
      to existing commercial arrangements. As a result, conflicts of interest may
      arise from time to time and these conflicts may negatively affect our operations
      and potentially result in the loss of opportunities.






24


***If
      iASPEC or its shareholders violate our contractual arrangements with it, our
      business could be disrupted and we may have to resort to litigation to enforce
      our rights which may be time consuming and expensive.***





iASPEC
      is
      owned by shareholders whose interests may differ from ours and those of our
      shareholders and we may not be able to conduct our operations without the
      cooperation and assistance of iASPEC and its shareholders. Our operations are
      currently dependent upon our commercial relationship with iASPEC, and at this
      time we derive 55% of our revenues from the provision of services to iASPEC
      customers on behalf of iASPEC pursuant to our existing commercial arrangements
      with iASPEC. If iASPEC is unwilling or unable to perform its obligations under
      our commercial arrangements with it, we will not be able to conduct our
      operations in the manner in which we currently plan. In addition, iASPEC may
      seek to renew these agreements on terms that are disadvantageous to us. Although
      we have entered into a series of agreements that provide us with substantial
      ability to control iASPEC, we may not succeed in enforcing our rights under
      them. If we are unable to renew these agreements on favorable terms, or to
      enter
      into similar agreements with other parties, our business may not be able to
      operate or expand, and our operating expenses may significantly increase.





***If
      iASPEC fails to comply with the confidentiality requirements of certain of
      its
      customer contracts, then iASPEC could be subject to sanctions and could lose
      its
      business license which in turn would significantly disrupt or shut down our
      operations.***





The
      business and operations of iASPEC, the owner and licensor to us of the
      copyrighted software applications and other intellectual property that are
      essential to the operation of our business, is subject to Chinese contractual
      obligations and laws and regulations that restrict its use of security
      information and other information that it obtains from its customers in the
      public security sector. For some of its contracts with government agencies,
      iASPEC has agreed to keep confidential all technical and commercial secrets
      obtained during the performance of services under the contract. iASPEC or its
      shareholders could violate these contractual obligations and laws and
      regulations by inadvertently or intentionally disclosing confidential
      information or by otherwise failing to operate its business in a manner that
      complies with these contractual and legal obligations. A violation of these
      agreements could result in the significant disruption or shut down of our
      business or adversely affect our reputation in the market. If iASPEC or its
      shareholders violate these contractual and legal obligations, we may have to
      resort to litigation to enforce our rights under our contractual obligations
      with iASPEC. This litigation could result in the disruption of our business,
      diversion of our resources and the incurrence of substantial costs.





***A
      majority of the share capital of iASPEC is held by our major shareholder, who
      may cause these agreements to be amended in a manner that is adverse to us.***





Our
      major
      shareholder, Jiang Huai Lin, controls iASPEC. As a result, Mr. Lin may be able
      to cause our commercial arrangements with iASPEC to be amended in a manner
      that
      will be adverse to our company, or may be able to cause these agreements not
      to
      be renewed, even if their renewal would be beneficial for us. Although we have
      entered into an agreement that prevents the amendment of these agreements
      without the approval of the members of our Board other than Mr. Lin, we can
      provide no assurances that these agreements will not be amended in the future
      to
      contain terms that might differ from the terms that are currently in place.
      These differences may be adverse to our interests.





***Our
      arrangements with iASPEC and its shareholders may be subject to a transfer
      pricing adjustment by the PRC tax authorities which could have an adverse effect
      on our income and expenses.***





We
      could
      face material and adverse tax consequences if the PRC tax authorities determine
      that our contracts with iASPEC and its shareholders were not entered into based
      on arm’s length negotiations. Although our contractual arrangements are similar
      to other companies conducting similar operations in China, if the PRC tax
      authorities determine that these contracts were not entered into on an arm’s
      length basis, they may adjust our income and expenses for PRC tax purposes
      in
      the form of a transfer pricing adjustment.   Such an
      adjustment may require that we pay additional PRC taxes plus
      applicable penalties and interest, if any.





25


***The
      shares purchased by the investors in our recent private placement transaction
      are subject to redemption in the event that the PRC government takes action
      that
      unwinds our restructuring transaction or turnkey agreement. Any such redemption
      would materially adversely affect our liquidity and capital resources since
      we
      would have to return the funds raised in the private
      placement.***





If
      any
      PRC governmental agency takes action that materially and adversely affects
      the
      transactions contemplated by the restructuring agreement or the turnkey
      agreement and we are unable to undo the adverse governmental action or otherwise
      address the material adverse effect to the reasonable satisfaction of the
      investors in the private placement transaction that closed on January 31, 2006
      and February 5, 2006, within 60 days of the occurrence of such governmental
      action, then if asked, we are obligated, as liquidated damages, to redeem the
      shares purchased by such investors, within 30 days of their demand, for an
      amount equal to the investor’s entire investment amount without interest. If the
      PRC government takes action that triggers this redemption right, then our
      liquidity and capital resources would be materially adversely affected as we
      would be required to return the funds raised in the private
      placements.








**RISKS
      RELATED TO DOING BUSINESS IN CHINA**




***Changes
      in China’s political or economic situation could harm us and our operational
      results.***





Economic
      reforms adopted by the Chinese government have had a positive effect on the
      economic development of the country, but the government could change these
      economic reforms or any of the legal systems at any time. This could either
      benefit or damage our operations and profitability. Some of the things that
      could have this effect are:







•
            Level
                of government involvement in the
                economy;




•
            Control
                of foreign exchange;




•
            Methods
                of allocating resources;




•
            Balance
                of payments position;




•
            International
                trade restrictions; and




•
            International
                conflict.







The
      Chinese economy differs from the economies of most countries belonging to the
      Organization for Economic Cooperation and Development, or OECD, in many ways.
      As
      a result of these differences, we may not develop in the same way or at the
      same
      rate as might be expected if the Chinese economy were similar to those of the
      OECD member countries.





***Our
      business is largely subject to the uncertain legal environment in China and
      your
      legal protection could be limited.***





The
      Chinese legal system is a civil law system based on written statutes. Unlike
      common law systems, it is a system in which precedents set in earlier legal
      cases are not generally used. The overall effect of legislation enacted over
      the
      past 20 years has been to enhance the protections afforded to foreign invested
      enterprises in China. However, these laws, regulations and legal requirements
      are relatively recent and are evolving rapidly, and their interpretation and
      enforcement involve uncertainties. These uncertainties could limit the legal
      protections available to foreign investors, such as the right of foreign
      invested enterprises to hold licenses and permits such as requisite business
      licenses. In addition, all of our executive officers and our directors are
      residents of China and not of the U.S., and substantially all the assets of
      these persons are located outside the U.S. As a result, it could be difficult
      for investors to effect service of process in the U.S., or to enforce a judgment
      obtained in the U.S. against us or any of these persons.





26


***The
      Chinese government exerts substantial influence over the manner in which we
      must
      conduct our business activities which could have an adverse effect on our
      ability to operate in China.***





China
      only recently has permitted provincial and local economic autonomy and private
      economic activities. The Chinese government has exercised and continues to
      exercise substantial control over virtually every sector of the Chinese economy
      through regulation and state ownership. Our ability to operate in China may
      be
      harmed by changes in its laws and regulations, including those relating to
      taxation, import and export tariffs, environmental regulations, land use rights,
      property and other matters. We believe that our operations in China are in
      material compliance with all applicable legal and regulatory requirements.
      However, the central or local governments of these jurisdictions may impose
      new,
      stricter regulations or interpretations of existing regulations that would
      require additional expenditures and efforts on our part to ensure our compliance
      with such regulations or interpretations.





Accordingly,
      government actions in the future, including any decision not to continue to
      support recent economic reforms and to return to a more centrally planned
      economy or regional or local variations in the implementation


of
      economic policies, could have a significant effect on economic conditions in
      China or particular regions thereof, and could require us to divest ourselves
      of
      any interest we then hold in Chinese properties or joint ventures.





***Future
      inflation in China may inhibit our ability to conduct business in
      China.***





In
      recent
      years, the Chinese economy has experienced periods of rapid expansion and high
      rates of inflation. During the past ten years, the rate of inflation in China
      has been as high as 20.7% and as low as -2.2%. These factors have led to the
      adoption by the Chinese government, from time to time, of various corrective
      measures designed to restrict the availability of credit or regulate growth
      and
      contain inflation. High inflation may in the future cause the Chinese government
      to impose controls on credit and/or prices, or to take other action, which
      could
      inhibit economic activity in China, and thereby harm the market for our
      products.





***Any
      recurrence of severe acute respiratory syndrome, or SARS, or another widespread
      public health problem, could harm our operations.***





A
      renewed
      outbreak of SARS or another widespread public health problem in China, where
      our
      operations are conducted, could have a negative effect on our
      operations.





Our
      operations may be impacted by a number of health-related factors, including
      the
      following:





·
            quarantines
                or closures of some of our offices which would severely disrupt our
                operations,




·
            the
                sickness or death of our key officers and employees,
                and




·
            a
                general slowdown in the Chinese
                economy.




Any
      of
      the foregoing events or other unforeseen consequences of public health problems
      could damage our operations.





***Restrictions
      on currency exchange may limit our ability to receive and use our revenues
      effectively.***





The
      majority of our revenues will be settled in RMB, and any future restrictions
      on
      currency exchanges may limit our ability to use revenue generated in RMB to
      fund
      any future business activities outside China or to make dividend or other
      payments in U.S. dollars. Although the Chinese government introduced regulations
      in 1996 to allow greater convertibility of the RMB for current account
      transactions, significant restrictions still remain, including primarily the
      restriction that foreign-invested enterprises may only buy, sell or remit
      foreign currencies after providing valid commercial documents, at those banks
      in
      China authorized to conduct foreign exchange business. In addition, conversion
      of RMB for capital account items, including direct investment and loans, is
      subject to governmental approval in China, and companies are required to open
      and maintain separate foreign exchange accounts for capital account items.
      We
      cannot be certain that the Chinese regulatory authorities will not impose more
      stringent restrictions on the convertibility of the RMB.





27


***Recent
      Chinese merger and acquisition regulations may limit our ability as to acquire
      assets and equity interests of Chinese companies, which could hinder our ability
      to expand in China and adversely affect our long-term profitability.***





On
      August
      8, 2006, the Ministry of Commerce, together with several other government
      agencies, promulgated a set of regulations entitled “Regulations on Mergers
      and Acquisitions of Domestic Enterprises by Foreign Investors, ” which
      became effective on September 8, 2006, covering all acquisitions of assets
      and equity interests of Chinese companies by foreign investors, including
      overseas companies under the *de
      facto* control
      of Chinese persons or entities. Depending on the structure of the transaction,
      these regulations will require the target Chinese companies to make a series
      of
      applications to the aforementioned agencies, some of which must be made
      within strict time limits and depend on approvals from one or the other of
      the
      aforementioned agencies. If obtained, approvals will have expiration dates
      by
      which a transaction must be completed. It is expected that compliance with
      the
      regulations will be more time consuming than in the past, will be more costly
      and will permit the government much more extensive scrutiny and control over
      the
      terms of the transaction. Therefore acquisitions in China may not be able to
      be
      completed because the terms of the transaction may not satisfy aspects of the
      approval process and may not be completed, even if approved, if they are not
      consummated within the time permitted by the approvals granted. This may
      restrict our ability to implement our acquisition strategy and adversely affect
      our business and prospects.





***The
      value of our securities will be affected by the foreign exchange rate between
      U.S. dollars and RMB.***





The
      value
      of our common stock will be affected by the foreign exchange rate between U.S.
      dollars and RMB, and between those currencies and other currencies in which
      our
      sales may be denominated. For example, to the extent that we need to convert
      U.S. dollars into RMB for our operational needs and should the RMB appreciate
      against the U.S. dollar at that time, our financial position, the business
      of
      the company, and the price of our common stock may be harmed. Conversely, if
      we
      decide to convert our RMB into U.S. dollars for the purpose of declaring
      dividends on our common stock or for other business purposes and the U.S. dollar
      appreciates against the RMB, the U.S. dollar equivalent of our earnings from
      our
      subsidiaries in China would be reduced.





***The
      discontinuation of any preferential tax treatments or other incentives currently
      available to us in the PRC could materially and adversely affect our business,
      financial condition and results of operations.***




Our
      subsidiary Bo Hai Wen is a sino-foreign joint venture enterprise and has enjoyed
      certain special or preferential tax treatments regarding foreign enterprise
      income tax in accordance with the “Income Tax Law of the PRC for Enterprises
      with Foreign Investment and Foreign Enterprises” and its implementing rules.
      Accordingly, Bo
      Hai
      Wen expects to receive a full exemption from the foreign
      enterprise income tax or EIT
      for 2007 and 2008, and a further **** 12.5% %
      tax
      exemption for 2009, 2010 and 2011. However,
      on March 16, 2007, the PRC’s National People’s Congress passed a new corporate
      income tax law, which will be effective on January 1, 2008. This new corporate
      income tax unifies the corporate income tax rate, cost deduction and tax
      incentive policies for both domestic and foreign-invested enterprises. According
      to the new corporate income tax law, the applicable corporate income tax rate
      of
      our operating subsidiary will be moved up to a rate of 25% over a five-year
      grandfather period. We expect the measures to implement this grandfather period
      to be enacted by the PRC government in the coming months and we will make an
      assessment of what the impact of the new unified tax law is expected to be
      in
      the grandfather period. The discontinuation of any such special or preferential
      tax treatment or other incentives could have an adverse affect our business,
      financial condition and results of operations.





**RISKS
      RELATED TO THE MARKET FOR OUR STOCK**




***Our
      common stock is quoted on the OTC Bulletin Board which may have an unfavorable
      impact on our stock price and liquidity.***





Our
      common stock is quoted on the OTC Bulletin Board. The OTC Bulletin Board is
      a
      significantly more limited market than the New York Stock Exchange or Nasdaq
      system. The quotation of our shares on the OTC Bulletin Board may result in
      a
      less liquid market available for existing and potential stockholders to trade
      shares of our common stock, could depress the trading price of our common stock
      and could have a long-term adverse impact on our ability to raise capital in
      the
      future.





28


***We
      may be subject to penny stock regulations and restrictions which may affect
      our
      ability to sell our securities on t*** ***he
      secondary market.***





The
      SEC
      has adopted regulations which generally define so-called “penny stocks” to be an
      equity security that has a market price less than $5.00 per share or an exercise
      price of less than $5.00 per share, subject to certain exemptions. As of April

      9, 2007, the closing bid and asked price for our common stock was $7.99 per
      share. However, trading in our common stock is volatile and our stock price
      fluctuates. Our stock price has traded under $5.00 per share recently and it
      may
      do so again in the future, in which case, it may be designated a “penny stock.”
As a “penny stock”, our common stock may become subject to Rule 15g-9 under the
      Exchange Act of 1934, or the “Penny Stock Rule”. This rule imposes additional
      sales practice requirements on broker-dealers that sell such securities to
      persons other than established customers and “accredited investors” (generally,
      individuals with a net worth in excess of $1,000,000 or annual incomes exceeding
      $200,000, or $300,000 together with their spouses). For transactions covered
      by
      Rule 15g-9, a broker-dealer must make a special suitability determination for
      the purchaser and have received the purchaser’s written consent to the
      transaction prior to sale. As a result, this rule may affect the ability of
      broker-dealers to sell our securities and may affect the ability of purchasers
      to sell any of our securities in the secondary market.





For
      any
      transaction involving a penny stock, unless exempt, the rules require delivery,
      prior to any transaction in a penny stock, of a disclosure schedule prepared
      by
      the SEC relating to the penny stock market. Disclosure is also required to
      be
      made about sales commissions payable to both the broker-dealer and the
      registered representative and current quotations for the securities. Finally,
      monthly statements are required to be sent disclosing recent price information
      for the penny stock held in the account and information on the limited market
      in
      penny stock.





There
      can
      be no assurance that our common stock will qualify for exemption from the Penny
      Stock Rule. In any event, even if our common stock were exempt from the Penny
      Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act,
      which gives the SEC the authority to restrict any person from participating
      in a
      distribution of penny stock, if the SEC finds that such a restriction would
      be
      in the public interest.





***Market
      volatility may affect our stock price, and the value of our common stock may
      experience sudden decreases.***





There
      has
      been, and will likely continue to be, significant volatility in the market
      price
      of securities of technology companies, including ours. These fluctuations can
      be
      unrelated to the operating performance of these companies. Factors such as
      the
      following could cause the market price of our common stock to fluctuate
      substantially:


·
            announcements
                of new products by us or our
                competitors;


·
            litigation
                involving us;


·
            quarterly
                fluctuations in our financial results or other software companies'
                financial results;


·
            shortfalls
                in our actual financial results compared to our guidance or results
                previously forecasted by stock market
                analysts;


·
            acquisitions
                or strategic alliances by us or our
                competitors;


·
            any
                stock repurchase program;


·
            the
                gain or loss of a significant customer;
                and


·
            general
                conditions in the software industry and conditions in the financial
                markets.





A
      decline
      in the market price of our common stock may adversely impact our ability to
      attract and retain employees. In addition, stockholders may initiate securities
      class action lawsuits if the market price of our stock drops significantly,
      which may cause us to incur substantial costs and could divert the time and
      attention of our management.





***Our
      controlling stockholder hold*** **s
      a significant percentage of our outstanding voting securities, which could
      hinder our ability to engage in significant corporate transactions without
      his
      approval.**





Mr.
      Jiang
      Huai Lin, our Chairman, President and Chief Executive Officer, beneficially
      owns
      63% of our outstanding voting securities. As a result, he possesses significant
      influence, giving him the ability, among other things, to elect a majority
      of
      our Board of Directors and to authorize or prevent proposed significant
      corporate transactions. His ownership and control may also have the effect
      of
      delaying or preventing a future change in control, impeding a merger,
      consolidation, takeover or other business combination or discourage a potential
      acquirer from making a tender offer.





29


**ITEM
      7.** **FINANCIAL
      STATEMENTS**


See
      the
      index to our financial statements and our financial statements following the
      Signature Page at the end of this Annual Report on Form 10-KSB.







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







On
      January 25, 2007, our Board of Directors elected to terminate our relationship
      with our independent registered public accounting firm, Randall N. Drake,
      C.P.A., P.A., or Drake. Additionally, concurrent with this decision, our board
      appointed the independent registered public accounting firm of GHP Horwath,
      P.C., or Horwath, as our new auditor, effective December 31, 2006.




No
      accountant's report issued by Drake on the financial statements for either
      of
      the past two (2) years contained an adverse opinion or a disclaimer of opinion
      or was qualified or modified as to uncertainty, audit scope or accounting
      principles, except for a going concern opinion expressing substantial doubt
      about the ability of us to continue as a going concern.




Drake
      had
      been appointed on August 5, 2004 and during the period that Drake served as
      our independent
      registered public accounting firm and
      through the date of dismissal, we have not had any disagreements with Drake on
      any
      matter of accounting principles or practices, financial disclosure, or auditing
      scope or procedure. There were no reportable events, as described in Item
      304(a)(1)(iv)(B) of Regulation S-B, during our two most recent fiscal years
      (ended December 31, 2006 and 2005) and from January 1, 2007 to
      date.




We
      furnished a copy of this disclosure to Drake and requested that Drake furnish
      us
      with a letter addressed to the Securities and Exchange Commission stating
      whether it agrees with the statements made by us herein in response to Item
      304(a) of Regulation S-K and, if not, stating the respect in which it does
      not
      agree. A copy of the letter was filed by us as Exhibit 16.1 to our current
      report on Form 8-K, filed January 29, 2007.






**ITEM
      8A. CONTROLS AND PROCEDURES**





An
      evaluation was carried out, under the supervision and with the participation
      of
      our management, including Jiang Huai Li, our President and Chief Executive
      Officer and William Ho our Chief Financial Officer, of the effectiveness of
      our
      disclosure controls and procedures, as of December 31, 2006. Disclosure controls
      and procedures are procedures that are designed with the objective of ensuring
      that information required to be disclosed in our reports filed under the
      Securities Exchange Act of 1934, such as this Form 10-KSB, is recorded,
      processed, summarized and reported within the time period specified in the
      Securities and Exchange Commission’s rules and forms. Based on that evaluation,
      Messrs Lin and Ho concluded that, as of December 31, 2006, our disclosure
      controls and procedures were effective to satisfy the objectives for which
      they
      are intended.




There
      were no changes in our internal control over financial reporting identified
      in
      connection with the evaluation performed that occurred 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.




30


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







***Directors,
      Executive Officers and Significant Employees***




The
      following sets forth the name and position of each of our current executive
      officers and directors.




**Name**
            
            **Age**
            
            **Position**Jiang
                Huai Lin
            
            
            38
            
            
            President,
                Chief Executive Officer, and Chairman of the BoardWilliam
                Ho
            
            
            27
            
            
            Chief
                Financial OfficerZhi
                Xiong Huang
            
            
            38
            
            
            DirectorYing
                Hong
            
            
            30
            
            
            Chief
                Marketing Officer




**MR.
      JIANG HUAI**  **LIN** has
      been
      a member of our Board of Directors since September 6, 2006 and he became our
      President and Chief Executive Officer on October 3, 2006. Mr. Lin has also
      served as the Chairman and Chief Executive Officer of our subsidiary, Bo Hai
      Wen, since its incorporation in January 2006. During the period from
      September **** 2000
      to
      June 2004, Mr. Lin served as the President and Chief Executive Officer of Hong
      Kong United Development Group, a consolidated enterprise engaging in investment,
      high technology and education. Before that, during the period from
      February **** 1995
      through August **** 2000,
      Mr.
      Lin was a Director and the General Manager of Fujian Wild Wolf Electronics
      Limited, a company engaged in the business of manufacturing electrical consumer
      products. Mr. Lin holds a Bachelor’s degree from Xiamen University.




**MR.
      WILLIAM HO** was
      appointed as our Chief Financial Officer on March 30, 2007 and has served as
      our
      Financial Controller since February 2007. From July 2005 to February 2007,
      Mr Ho
      served as a Corporate Finance Executive for First Asia Finance Group Limited
      and
      was responsible for advising prospective US listing clients on accounting,
      deal
      structure and tax issues. In addition, Mr Ho successfully assisted several
      Chinese enterprises to list on the NASDAQ OTCBB market. Between September 2002
      and June 2005, Mr. Ho served as an auditor in the Assurance and Advisory
      Services of Deloitte Hong Kong and was responsible for assuring internal
      controls and advising clients on their accounting issues. In this capacity,
      Mr
      Ho assisted in many engagements involving large-sized Hong Kong listed
      companies. Mr Ho holds a Bachelor Degree of Finance from the City University
      of
      Hong Kong. He is also a Hong Kong Certified Public Accountant.





**MR.
      ZHI XIONG**  **HUANG** was
      appointed to our Board of Directors on November 28, 2006. Mr. Huang has also
      serves as the Vice-President of our subsidiary Bo Hai Wen since its
      incorporation in January 2006. Since September 2002, he has also been a Vice
      President of Shenzhen iASPEC Software Engineering Co. Ltd. where he supervises
      iASPEC’s research and development activities and consults on various types of
      sophisticated, technical issues. Between July 2001 and March 2002, Mr. Huang
      served as the CFO and general manager of product development of Shenzhen
      Runsheng Information Systems Company Ltd. and was responsible for overseeing
      general operations and the accounting tasks including the handling of all
      finance-related matters such as financial planning, tax planning and financial
      forecasting. He holds a B.S. in computer science from Hehai
      University.





**MS.
      YING HONG** became
      the Chief Marketing Officer of China Public Security Technology, Inc. on
      February 16, 2007. She has had over 11 years of marketing experience. Ms. Hong
      has served as a Vice President and the Chief Marketing Officer of Shenzhen
      (IASPEC) Software Engineering Co., Ltd., the Company’s subcontracting
      relationship partner since October 2006. Prior to joining iASPEC, Ms. Hong
      served as a Vice President of WINTEK (Hong Kong) Technology Ltd., a manufacturer
      of computer chipsets, from July 2003 until September 2004, and as a Marketing
      Representative of the Indonesia Branch of ZTE Corporation, a major
      telecommunications equipment provider in China, from September 2000 to June
      2003. Ms. Hong graduated from Guizhou University in 1996, with a major in
      Electronic Science and Technology. Ms. Hong will spend 50% of her time as the
      Company’s Chief Marketing Officer.





31


There
      are
      no agreements or understandings for any of our executive officers or directors
      to resign at the request of another person and no officer or director is acting
      on behalf of nor will any of them act at the direction of any other
      person.





***Family
      Relationships***




There
      are
      no family relationships among our directors or officers.





***Involvement
      in Certain Legal Proceedings***




To
      the
      best of our knowledge, except as set forth in our discussion below in “Certain
      Relationships and Related Transactions”, none of our directors, director
      nominees or executive officers has been involved in any transactions with us
      or
      any of our directors, executive officers, affiliates or associates which are
      required to be disclosed pursuant to the rules and regulations of the SEC.
      None
      of the directors, director designees or executive officers to our knowledge
      has
      been convicted in a criminal proceeding, excluding traffic violations or similar
      misdemeanors, or has been a party to any judicial or administrative proceeding
      during the past five years that resulted in a judgment, decree or final order
      enjoining the person from future violations of, or prohibiting activities
      subject to, federal or state securities laws, or a finding of any violation
      of
      federal or state securities laws, except for matters that were dismissed without
      sanction or settlement.





***Code
      of Ethics***




On
      April
      1, 2007, our Board of Directors adopted a code of ethics that applies to all
      of
      our directors, officers and employees, including our principal executive
      officer, principal financial officer, and principal accounting officer. The
      code
      of ethics addresses, among other things, honesty and ethical conduct, conflicts
      of interest, compliance with laws, regulations and policies, including
      disclosure requirements under the federal securities laws, confidentiality,
      trading on inside information, and reporting of violations of the code. A copy
      of the code of ethics is incorporated by reference to Exhibit 14 of this
      filing.





***Compliance
      with Section 16(a) of the Exchange Act***





Section
      16(a) of the Exchange Act required our executive officers and directors, and
      person who beneficially own more than ten percent of our equity securities,
      to
      file reports of ownership and changes in ownership with the Securities and
      Exchange Commission. Officers, directors and greater than ten percent
      shareholders are required by SEC regulation to furnish us with copies of all
      Section 16(a) forms they file. Based on its review of the copies of such forms
      received by us all such filing requirements applicable to its officers and
      directors were complied with during the fiscal year ended December 31, 2006.




***Board
      Composition and Committees***




The
      Board
      of Directors is currently composed of 2 members, Mr. Lin and Mr. Huang. All
      Board action requires the approval of a majority of the directors in attendance
      at a meeting at which a quorum is present.





We
      currently do not have standing audit, nominating or compensation committees.
      Currently, our entire Board of Directors is responsible for the functions that
      would otherwise be handled by these committees. We intend, however, to establish
      an audit committee, a nominating committee and a compensation committee of
      the
      Board of Directors. We envision that the audit committee will be primarily
      responsible for reviewing the services performed by our independent auditors,
      evaluating our accounting policies and our system of internal controls. The
      nominating committee would be responsible for nomination of new director
      candidates and will be responsible for implementing our corporate governance
      policies and procedures. The compensation committee will be primarily
      responsible for reviewing and approving our salary and benefits policies
      (including stock options) and other compensation of our executive
      officers.





Our
      Board
      of Directors has not made a determination as to whether any member of our board
      is an audit committee financial expert. Upon the establishment of an audit
      committee, the board will determine whether any of the directors qualify as
      an
      audit committee financial expert.







32


**ITEM
      10. EXECUTIVE COMPENSATION** ****




The
      following table sets forth information concerning all cash and non-cash
      compensation awarded to, earned by or paid to the following persons for services
      rendered in all capacities during the noted periods: John Maguire, our former
      President and Chief Executive Officer and Jiang Huai Lin, who became our Chief
      Executive Officer on October 3, 2006 when John Maguire resigned from such
      position. No other executive officers received total annual salary and bonus
      compensation in excess of $100,000.





***Summary
      Compensation Table***


**Name
                  and Principal Position**
              **Year**
              **Salary**
                **($)**
              **Bonus**
                **($)**
              **Stock
                  Awards ($)**
              **Option
                  Awards ($)**
              **Non-**
                **Equity
                  Incentive Plan Compensation Earnings ($)**
              **Non-**
                **qualified
                  Deferred Compensation Earnings ($)**
              **All
                  Other**
                **Compensation
                  ($)**(3)
              **Total**
                **($)**John
                  Maguire, Director and President(1)
              2006
              -
              -
              -
              -
              -
              -
              -
              -Jiang
                  Huai Lin
                Chairman,
                  CEO, and President(2)
              2006
              15,550
              -
              -
              -
              -
              -
              45,000
              60,550


_____________________________




Narrative
      to Summary Compensation Table




(1)
            On
                October 3, 2006, Mr. McGuire resigned as our President and Chief
                Executive
                Officer and Mr. Lin became our President and Chief Executive Officer.





(2)  On
      September 6, 2006, Mr. Lin became our Chairman and on October 3, 2006 he became
      our President and Chief Executive Officer. Before that, Mr. Lin was (and
      continues to be) the Chairman and Chief Executive Officer of our subsidiary,
      Bo
      Hai Wen. The annual, long term and other compensation shown in this table
      includes the amount Mr. Lin received from Bo Hai Wen prior to during the
      applicable periods.




(3)  This
      amount constitutes amounts due to iASPEC under
      the license agreement between iASPEC and Bo Hai Wen. Mr. Lin is the controlling
      stockholder of iASPEC. ****







***Outstanding
      Equity Awards at Fiscal Year End***




None
      of
      our executive officers received any equity awards, including options, restricted
      stock or other equity incentives, during the fiscal year ended December 31,
      2006.




***Additional
      Narrative Disclosure***




All
      employees of the Company and Bo Hai Wen, including Messrs Lin and Huang and
      Ms.
      Hong, have executed our form employment agreement and non-disclosure
      agreement ,
      which
      are attached as Exhibits 10.7 and 10.8 to this filing.  Mr. Lin earns RMB
      20,000 per month (approximately $2,600) for his services as Chief Executive
      Officer of the Company and Bo Hai Wen, Mr. Huang earns RMB 15,000 per month
      (approximately $2,000) for his services as Bo Hai Wen’s Vice President and Ms.
      Hong earns RMB 15,000 per month (approximately $2,000) for her services as
      our
      Chief Marketing Officer. No
      other
      benefits have been granted by the Company to officers at this time.





33


***Compensation
      of Directors***





The
      following table sets forth information concerning all cash and non-cash
      compensation awarded to, earned by or paid to our directors for services
      rendered during our last completed fiscal year.





Name
            
            Fees
                Earned or Paid in Cash
              ($)
            
            Stock
                Awards
              ($)
            
            Option
                Awards
              ($)
            
            Non-Equity
                Incentive Plan Compensation ($)
            
            Change
                in Pension Value and Nonqualified Deferred Compensation Earnings
                ($)
            
            All
                Other Compensation ($)
            
            Total
              ($)**Jiang
                Huai Lin**
            
            
            **3,900**
            
            
            **N/A**
            
            
            **N/A**
            
            
            **N/A**
            
            
            **N/A**
            
            
            **N/A**
            
            
            **3,900****Zhi
                Xiong Huang**
            
            
            **1,000**
            
            
            **N/A**
            
            
            **N/A**
            
            
            **N/A**
            
            
            **N/A**
            
            
            **N/A**
            
            
            **1,000**





Narrative
      to Director Compensation Table




Mr.
      Lin
      earns RMB 10,000 per month (approximately $1,300) for his services as the
      Chairman of our Board of Directors and Mr. Huang earns RMB 8,000 per month
      (approximately $1,000) for his services as our director.


Other
      than as set forth herein, there have been no fees earned or paid in cash for
      services to our directors. No stock or stock options or other equity incentives
      were awarded to our directors during the fiscal year ended December 31, 2006.
      We
      do not have non-equity incentive or a deferred compensation plan in which our
      directors may participate.










**ITEM
      11.** **SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**





The
      following table sets forth information regarding beneficial ownership of our
      common stock as of April 9, 2007 (i) by each person who is known by us to
      beneficially own more than 5% of our common stock; (ii) by each of our officers
      and directors; and (iii) by all of our officers and directors as a
      group.




Unless
      otherwise specified, the address of each of the persons set forth below is
      in
      care of China Public Security Technology, Inc. Unit D, 4/F, Block 2, Tian An
      Cyber Park, Chegongmiao, Shenzhen, China 518040.





Title
                of Class
            Name
                & Address of
              Beneficial
                Owner
            Office,
                If Any
            Amount
                & Nature of Beneficial
              Ownership(1)
            Percent
                of
              Class(2)**Officers
                and Directors**Common
                Stock
              $0.01
                par value
            Jiang
                Huai Lin
            CEO
                and Chairman
            24,867,935(3)
            63%Common
                Stock
              $0.01
                par value
            Zhi
                Xiong Huang
            Director
            0
            *Common
                Stock
              $0.01
                par value
            Total
                Devices Management**,**Ltd.
            
            3,150,000
            8%**5%
                Share Holders**Common
                Stock
              $0.01
                par value
            Barry
                M. Kitt(4)
              4965
                Preston Park Blvd.,
              Suite
                240
              Plano,
                TX 75093
            
            7,868,422
            19.96%**Officers
                and Directors as a Group**Common
                Stock
              $0.01
                par value
            (2
                persons named above)
            
            24,867,935
            63%


*
      Less
      than 1%


34





(1)
            Beneficial
                Ownership is determined in accordance with the rules of the Securities
                and
                Exchange Commission and generally includes voting or investment power
                with
                respect to securities. Each of the beneficial owners listed above
                has
                direct ownership of and sole voting power and investment power with
                respect to the shares of our common stock.




(2)
            A
                total of 39,418,720 shares of our Common Stock are considered to
                be
                outstanding pursuant to SEC Rule 13d-3(d)(1). For each Beneficial
                Owner
                above, any options exercisable within 60 days have been included
                in the
                denominator.




(3)
            Includes
                3,150,000 shares of our common stock held by Mr. Lin indirectly through,
                Total Devices Management**,**Ltd.,
                an entity that is wholly-owned by Mr. Lin.




(4)  Includes 3,934,211 shares
      of our common stock owned by The Pinnacle Fund, L.P., or Pinnacle, of which
      Pinnacle Advisors, L.P. is the general partner, of which Pinnacle Fund
      Management, L.L.C. is the general partner, of which Barry M. Kitt is the sole
      member; and 3,934,211 shares
      of our common stock owned by Pinnacle China Fund, L.P., or Pinnacle China,
      of
      which Pinnacle China Advisors, L.P. is the general partner, of which Pinnacle
      China Management, L.L.C. is the general partner, of which Kitt China Management,
      L.L.C. is the manager, of which Barry M. Kitt is the sole member. As a result,
      Barry M. Kitt is deemed to be the beneficial owner of the shares held of record
      by Pinnacle and Pinnacle China.







***Changes
      in Control***




We
      do not
      currently have any arrangements which if consummated may result in a change
      of
      control of our Company. ****






**ITEM
        12. CERTAIN RELATIONSHIPS AND TRANSACTIONS** **AND DIRECTOR INDEPENDENCE**
 
  ***Certain
        Relationships and Transactions with Related Persons***
  The
        following discloses transactions with related persons entered into by both
        China
        Public Security Technology and Bo Hai Wen over the past two years.
  On
        October 20, 2006, our subsidiary, Bo Hai Wen, iASPEC and Mr. Lin, the sole
        stockholder of iASPEC, entered into a software license agreement. Under the
        terms of the software license agreement, Bo Hai Wen was granted an exclusive
        license to use various different software that was developed by iASPEC and
        necessary to operate the business of servicing the iASPEC customers through
        the
        turnkey agreement. In consideration for the license, Bo Hai Wen transferred
        to
        Mr. Lin 16,898,714 shares of our common stock valued at $0.58. The closing
        of
        the transactions contemplated by the software license agreement occurred
        on
        November 13, 2006. The shares transferred to Mr. Lin under the software license
        agreement constituted 53.5% of our issued and outstanding common stock on
        that
        date.
 
 On
        October 9, 2006, Bo Hai Wen, entered into an exclusive turnkey agreement
        with
        iASPEC, which was amended and restated on January 31, 2007. The turnkey
        agreement provides for an exclusive subcontracting arrangement under which
        iASPEC, as master contractor and systems integrator with various licenses
        and
        permits, exclusively engages Bo Hai Wen as its subcontractor to provide iASPEC
        with outsourcing services (to the extent that those services do not violate
        any
        special governmental permits held by iASPEC and do not involve the improper
        transfer of any sensitive confidential governmental or other data). Furthermore,
        under the terms of the turnkey agreement, iASPEC, re-granted to Bo Hai Wen
        the
        software license that had been held by Bo Hai Wen under the terminated software
        license agreement, and iASPEC licensed back from Bo Hai Wen the use of the
        same
        technology on a limited basis to be used solely in connection with the
        performance by iASPEC of its existing customer contracts. The turnkey agreement
        also provides for a revenue sharing arrangement between iASPEC and Bo Hai
        Wen
        where Bo Hai Wen will receive between 90% and 100% of the revenues actually
        received by iASPEC from servicing contracts involving any iASPEC business.
        We
        are obligated under the terms of the turnkey agreement to pay for our own
        costs
        in providing these services and to pay iASPEC $180,000 per year throughout
        the
        term of the agreement. As of December 31, 2006, iASPEC owes us $1,185,449
        in
        connection with our performance of the turnkey agreement and $154,710 for
        funds
        advanced to iASPEC for marketing activities in support of the turnkey
        agreement.
  35
  On
        November 9, 2006, we consummated the transactions contemplated by a stock
        purchase agreement, dated October 16, 2006, between our subsidiary Bo Hai
        Wen
        and Mr. Lin. Pursuant to the stock purchase agreement, Mr. Lin acquired
        8,601,286 shares of our common stock, representing 58.91% of our issued and
        outstanding common stock at the time of the acquisition. In consideration
        for
        those shares, Mr. Lin caused iASPEC to transfer to Bo Hai Wen, RMB 14,000,000
        in
        cash (approximately $1,750,000) and all of the accounts receivable of iASPEC
        as
        of August 31, 2006, which were valued by the parties at RMB 27,286,172
        (approximately $3,410,771). No provision for doubtful accounts was made for
        the
        accounts receivable balance. At the closing of the stock purchase agreement,
        Mr.
        Lin became our controlling shareholder.
 
 On
        January 31, 2007, our Board of Directors recommended and our stockholders
        approved the rescission and simultaneous restructuring of the arrangements
        provided for by the CPSH transaction, the Bo Hai Wen transactions and the
        software license agreement, pursuant to a rescission; termination and share
        exchange agreement among ourselves, Bo Hai Wen, CPSH, iASPEC and iASPEC’s
        shareholders, including Mr. Lin. Pursuant to this restructuring agreement,
        the
        parties agreed :
        (1) to rescind
        the CPSH transaction whereby we returned the CPSH shares to Mr. Lin in exchange
        for his return of the US$50,000 purchase price; (2) to terminate
        the software license agreement and return the 16,898,714 shares of our common
        stock to us; (3) to terminate the stock purchase agreement, return to iASPEC
        the
        payments and rights received by Bo Hai Wen and return the 8,601,286 shares
        of
        our common stock to us; and (4) that Mr. Lin will exchange all the issued
        and
        outstanding stock of CPSH for 25,500,00 shares of our common stock, the sum
        of
        the shares Mr. Lin personally received pursuant to the software license
        agreement and the stock purchase agreement. As a result of the transactions
        effected under the restructuring agreement, Mr. Lin became the beneficial
        owner
        of 24,867,935 shares of our common stock in the aggregate, which, as of January
        31, 2007, constituted 63.4% of our issued and outstanding common stock. Mr.
        Lin
        has since transferred, 132,065 of these shares and now holds 21,717,935 of
        these
        shares directly and 3,150,000 of these shares indirectly through Total Device
        Management Limited, an entity controlled by Mr. Lin.
  Prior
        to
        being subject to the Sarbanes-Oxley Act of 2002, in July 2006 Bo Ha Wen advanced
        funds to Hong Kong United Development Group Limited, a company that is 51%
        controlled by Mr. Lin, for use as working capital. At December 31, 2006 the
        balance owed by Hong Kong United Development Group Limited was $115,312,
        however, this balance was fully paid on April 6, 2007.
 
 From
        time
        to time Mr. Lin has advanced us various amounts of funds for our working
        capital. As of December 31, 2006, we owe Mr. Lin $82,304.
 
 At
        December 31 2006, related party receivables and amount due to a director
        consist
        of:
 
 Due
                  from related companyShenzhen
                  iASPEC Software Engineering Co. Ltd. (The Predecessor)Revenues
                  under the Turnkey Agreement
              
              $
              1,185,449Annual fee (prorated) payable to iASPEC under the turnkey
                  agreement
              
              
              (45,000
              )Other
                  advances
              
              
              154,7101,295,159Hong
                  Kong United Development Group Limited
              
              
              115,3121,410,471Due
                  to a directorLin
                  Jiang Huai
              
              $
              82,304
 
 At
        December 31 2006, amount due from iASPEC represent amounts earned under the
        Business Turnkey Agreement, as follows:
 
 Revenues,
                  per contracts
              
              $
              2,677,498Cost
                  of sales incurred by iASPEC
              
              
              (858,149
              )Expenses
                  paid by iASPEC on behalf of Bo Hai Wen
              
              
              (633,900
              )Net
              
              $
              1,185,449Annual
                  fee (prorated) payable to iASPEC under the turnkey
                  agreement
              
              $
              45,000
 
 (1)
        The
        revenue transmitted from iASPEC represents revenue from the exclusive
        subcontracting activities generated under the Business Turnkey Agreement
        signed
        on October 8, 2006. The agreement was amended and restated on January 31,
        2007.
   ***Director
        Independence***
  The
        Board
        of Directors is currently composed of 2 members, Mr. Lin and Mr. Huang. None
        of
        our directors are “independent” directors, as that term is defined under the
        Nasdaq listing standards.
 
 
 
 **ITEM
        13. EXHIBITS**
 
  The
        following exhibits are filed as part of this report or incorporated by
        reference:
  Exhibit
                  No.
              **Description**3.1*
              Amended
                  and Restated Articles of Incorporation of the Registrant, as filed
                  with
                  the Secretary of State of Florida on January 25, 2006 (incorporated
                  by
                  reference to Exhibit 3.1 of the current report on Form 8-K filed
                  by the
                  Company on January 26, 2006).3.2*
              Bylaws
                  of the Registrant (incorporated by reference to Exhibit 3.2 of
                  the
                  registration statement on Form SB-2 filed by the Company on March
                  1,
                  2006).4.1*
              Registration
                  Rights Agreement, dated January 31, 2007, among Irish Mag, Inc.
                  and the
                  investors signatory thereto (incorporated by reference to Exhibit
                  4.1 to
                  our current report on Form 8-K filed by the Company on February
                  1,
                  2007).4.2
                  *
              Amendment
                  No. 1 to Registration Rights Agreement, dated March 9, 2007, among
                  China
                  Public Security Technology, Inc. and the investors signatory thereto
                  (incorporated by reference to Exhibit 4.1 to that current report
                  on Form
                  8-K filed by the Company on March 20,
                  2007).
  36
  10.1*
              Securities
                  Purchase Agreement, dated January 16, 2007, among Irish Mag, Inc.
                  and the
                  investors signatory thereto (incorporated by reference to Exhibit
                  10.1 of
                  the current report on Form 8-K filed by the Company on January
                  17,
                  2007).10.2*
              Amendment
                  No. 1 to the Securities Purchase Agreement, dated January 31, 2007,
                  among
                  Irish Mag, Inc. and the investors signatory thereto (incorporated
                  by
                  reference to Exhibit 10.2 of the current report on Form 8-K filed
                  by the
                  Company on February 1, 2007).10.3*
              Make
                  Good Escrow Agreement, dated January 31, 2007, among Irish Mag,
                  Inc., Mr.
                  Jiang Huai Lin, the investors signatory thereto, Roth Capital Partners,
                  LLC and Securities Transfer Corporation, as escrow agent (incorporated
                  by
                  reference to Exhibit 10.2 of the current report on Form 8-K filed
                  by the
                  Company on February 1, 2007).10.4*
              Lockup
                  Agreement, dated January 31, 2007, among Irish Mag, Inc. and the
                  stockholders signatory thereto (incorporated by reference to Exhibit
                  10.5
                  of the current report on Form 8-K filed by the Company on February
                  1,
                  2007).10.5*
              Rescission;
                  Termination and Share Exchange Agreement, dated January 31, 2007,
                  among
                  Shenzhen iASPEC Software Engineering Company Limited, the shareholders
                  of
                  iASPEC who are signatories thereto, including Jiang Huai Lin, Bo
                  Hai Wen
                  Technology (Shenzhen) Company Limited, China Public Security Holdings
                  Limited and Irish Mag, Inc. (incorporated by reference to Exhibit
                  10.5 of
                  the current report on Form 8-K filed by the Company on February
                  1,
                  2007).10.6*
              Amended
                  and Restated Business Turnkey Agreement, dated as of January 31,
                  2007, by
                  and between Bo Hai Wen Technology (Shenzhen) Company Limited and
                  Shenzhen
                  iASPEC Software Engineering Company Limited and the shareholders
                  of iASPEC
                  party thereto (incorporated by reference to Exhibit 10.6 of the
                  current
                  report on Form 8-K filed by the Company on February 1,
                  2007).10.7
              English
                  Translation of Form of China Public Security Technology, Inc. Employment
                  Agreement10.8
              English
                  Translation of Form of China Public Security Technology, Inc.
                  Non-Disclosure Agreement10.9
              Letter
                  Agreement, dated March 29, 2007, among China Public Security Technology,
                  Inc. and the stockholders signatory thereto.14
              Code
                  of Ethics, adopted on April 1, 2007.
 21
              List
                  of Subsidiaries31.1
              Certification
                  of Chief Executive Officer filed pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.31.2
              Certification
                  of Chief Financial Officer filed pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.32
              Certification
                  of Chief Executive Officer and Chief Financial Officer furnished
                  pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                  the
                  Sarbanes-Oxley Act of 2002.
 *  Incorporated
        by reference as indicated.
  37
  **ITEM
        14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**
 
 ***Audit
        Fees***
 
 The
        aggregate fees billed for each of the fiscal years ended December 31, 2005
        and
        2006 for professional services rendered by the principal accountant for the
        audit of our annual financial statements and review of the financial statements
        included in our Form 10-QSB or services that are normally provided by the
        accountant in connection with statutory and regulatory filings or engagements
        for the year ended December 31, 2005 and the combined period ended December
        31,
        2006 were $40,000 and $120,000, respectively.
 
 ***Audit-Related
        Fees***
 
 The
        aggregate fees billed in each of the fiscal years ended December 31, 2006
        and
        2005 for assurance and related services by the principal accountant that
        are
        reasonably related to the performance of the audit or review of the registrant’s
        financial statements and are not reported under the paragraph captioned “Audit
        Fees” above are $0 and $0, respectively.
 
 ***Tax
        Fees***
 
 The
        aggregate fees billed in each of the fiscal years ended December 31, 2006
        and
        2005 for professional services rendered by the principal accountant for tax
        compliance, tax advice, and tax planning were $0 and $0, respectively.
 
 ***All
        Other Fees***
 
 The
        aggregate fees billed in each of the fiscal years ended December 31, 2006
        and
        2005 for products and services provided by the principal accountant, other
        than
        the services reported above under other captions of this Item 14 are $0and
        $0,
        respectively.
 
 ***Pre-Approval
        Policies and Procedures***
 
 On
        January 25, 2007, our Board of Directors has adopted resolutions in accordance
        with the Sarbanes-Oxley Act of 2002 requiring pre-approval of all auditing
        services and all audit related, tax or other services not prohibited under
        Section 10A(g) of the Securities Exchange Act of 1934, as amended, to be
        performed for us by our independent auditors, subject to the de minimus
        exception described in Section 10A(i)(1)(B) of the Exchange Act. These
        resolutions authorized our independent auditor to perform audit services
        required in connection with the annual audit relating to the fiscal year
        ended
        December 31, 2006 and the quarterly reviews for the subsequent fiscal quarters
        of 2007 through the review for the quarter ended September 30, 2007 at which
        time additional pre-approvals for any additional services to be performed
        by our
        auditor would be sought from the Board. Our Board of Directors also appointed
        and authorized Mr. Lin to grant pre-approvals of other audit, audit-related,
        tax
        and other services requiring board approval to be performed for us by our
        independent auditor, provided that the designee, following any such
        pre-approvals, thereafter reports the pre-approvals of such services at the
        next
        following regular meeting of the Board.
 
 The
        percentage of audit-related, tax and other services that were approved by
        the
        Board of Directors is 100%.
  38
  **SIGNATURES** ****
 
 In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
  **CHINA
                  PUBLIC SECURITY TECHNOLOGY, INC.**Dated:
                April 13, 2007
              
              /s/
                  Jiang Huai LinJiang
                Huai LinChairman and Chief Executive
                  Officer
  
 In
        accordance with the Exchange Act, this report has been signed below by the
        following persons on behalf of the registrant and in the capacities and on
        the
        dates indicated.
  
  SIGNATURE
              
              CAPACITY
              
              DATE**/s/Jiang
                  Huai
                  Lin**
                **Jiang
                  Huai Lin**
              
              **Chairman
                  and Chief Executive Officer**
              
              **April
                  13, 2007****/s/
                  Zhi Xiong
                  Huang**
                **Zhi
                  Xiong Huang**
              
              **Director**
              
              **April
                  13, 2007****/s/William
                  Ho**
                **William
                  Ho**
              
              **Chief
                  Financial Officer**
              
              **April
                  13, 2007**
  39
  **CHINA
        PUBLIC SECURITY TECHNOLOGY, INC.**
 **CONSOLIDATED
        FINANCIAL STATEMENTS**
 
 **YEAR
        ENDED DECEMBER 31, 2005**
 **PERIOD
        FROM JANUARY 1, 2006 TO OCTOBER 8, 2006**
 **PERIOD
        FROM JANUARY 17, 2006 TO DECEMBER 31, 2006**
  
  **CHINA
        PUBLIC SECURITY TECHNOLOGY, INC.**
 
 **INDEX
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 PAGEINDEX
                  TO CONSOLIDATED FINANCIAL STATEMENTS
              F-2REPORT
                  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
              F-3CONSOLIDATED
                  STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
              F-5CONSOLIDATED
                  BALANCE SHEET
              F-6CONSOLIDATED
                  STATEMENTS OF STOCKHOLDERS’ EQUITY
              F-7CONSOLIDATED
                  STATEMENTS OF CASH FLOWS
              F-8NOTES
                  TO THE CONSOLIDATED FINANCIAL STATEMENTS
              F-9
  F-2
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
   Board
        of
        Directors and Stockholders
 China
        Public Security Technology, Inc. and Subsidiaries
  We
        have
        audited the accompanying consolidated balance sheet of China Public Security
        Technology, Inc. and subsidiaries (Successor) (Note 1) as of December 31,
        2006, and the related consolidated statements of income and comprehensive
        income, stockholders’ equity and cash flows for the period from January 17, 2006
        to December 31, 2006 (Successor Period); and we have audited the statements
        of
        income and comprehensive income, stockholders’ equity and cash flows of Shenzhen
        iASPEC Software Engineering Company Limited (Predecessor) (Note 1) for the
        period from January 1, 2006 to October 8, 2006 (Predecessor Period). These
        financial statements are the responsibility of the Company’s management. Our
        responsibility is to express an opinion on these financial statements based
        on
        our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. 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 audits provide a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the consolidated financial position of China Public Security
        Technology, Inc. and its subsidiaries at December 31, 2006, and the
        consolidated results of their operations and cash flows for the Successor
        Period
        and the results of operations and cash flows of Shenzhen iASPEC Software
        Engineering Company Limited for the Predecessor Period, in conformity with
        accounting principles generally accepted in the United States of
        America.
 
 As
        discussed in Note 1 to the consolidated financial statements, China Public
        Security Technology, Inc. succeeded to the business operations of the
        Predecessor on October 9, 2006. As a result, the financial statements of
        the
        Successor and the Predecessor are not comparable in all respects.
  GHP
        Horwath, P.C.
 Denver,
        Colorado
 April
        10,
        2007
  F-3
  Madsen
                  & Associates CPAs, Inc.**684
                  East Vine Street #3, Murray, UT 84107**
                **PHONE:
                    (801) 268-2632  FAX: (801)
                    268-3978**
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 To
        the
        Board of Directors
 Shenzhen
        iASPEC Software Engineering Co. Limited
 (Incorporated
        in the People’s Republic of China)
 
  We
        have
        audited the accompanying balance sheets of Shenzhen iASPEC Software Engineering
        Co. Limited as of December 31, 2005 and 2004 and the related statements of
        operations and comprehensive income, stockholder’s equity, and cash flows for
        the year ended December 31, 2005 and 2004. These financial statements are
        the
        responsibility of the Company's management. Our responsibility is to express
        an
        opinion on these financial statements based on our audits.
  We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States of America). Those standards require
        that we plan and perform the audits 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
        audits provide a reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Shenzhen iASPEC Software
        Engineering Co. Limited. as of December 31, 2005 and 2004, and the results
        of
        its operations and its cash flows for the years ended December 31, 2005 and
        2004, in conformity with accounting principles generally accepted in the
        United
        States of America.
 
 s/Madsen
        & Associates CPA’s, Inc.
 Madsen
        & Associates CPAs, Inc.
 
 Murray,
        Utah
 August
        11, 2006
  F-4
  **CHINA
        PUBLIC SECURITY TECHNOLOGY, INC.**
 
 **CONSOLIDATED
        STATEMENTS OF INCOME AND**
 **COMPREHENSIVE
        INCOME**
 
 **YEAR
        ENDED DECEMBER 31 2005**
 **PERIOD
        FROM JANUARY 1, 2006 TO OCTOBER 8, 2006**
 **PERIOD
        FROM JANUARY 17, 2006 TO DECEMBER 31 2006**
 
 The
        consolidated statements of operations for the year ended December 31, 2005
        and
        for the period from January 1 to October 8, 2006 reflect operations of the
        Predecessor Company. (See Note 1 to the consolidated financial
        statements)
  **PREDECESSOR**
                
                
                
                **SUCCESSOR****JANUARY
                    1**
                
                **JANUARY
                    17****YEAR
                    ENDED**
                
                **THROUGH**
                
                **THROUGH****DECEMBER
                    31**
                
                **OCTOBER
                    8**
                
                **DECEMBER
                    31****NOTES**
                
                **2005**
                
                **2006**
                
                **2006**REVENUE
                    - THIRD PARTIES
                
                
                
                
                $
                5,023,065
                
                $
                9,644,332
                
                $
                989,755REVENUE
                    - RELATED PARTY
                
                
                5
                
                
                -
                
                
                -
                
                
                1,185,449TOTAL
                    REVENUES
                
                
                
                
                
                5,023,065
                
                
                9,644,332
                
                
                2,175,204COST
                    OF REVENUES
                
                
                
                
                
                (2,292,785
                )
                
                (3,739,518
                )
                
                (89,934
                )GROSS
                    PROFIT
                
                
                
                
                
                2,730,280
                
                
                5,904,814
                
                
                2,085,270ADMINISTRATIVE
                    EXPENSES
                
                
                
                
                
                (474,822
                )
                
                (924,196
                )
                
                (97,510
                )ANNUAL
                    FEE TO iASPEC
                
                
                
                
                
                -
                
                
                -
                
                
                (45,000
                )SELLING
                    EXPENSES
                
                
                
                
                
                (184,494
                )
                
                (157,855
                )
                
                (60,013
                )INCOME
                    FROM OPERATIONS
                
                
                
                
                
                2,070,964
                
                
                4,822,763
                
                
                1,882,747OTHER
                    INCOME
                
                
                
                
                
                62,296
                
                
                6,584
                
                
                1,305INCOME
                    BEFORE TAX
                
                
                
                
                
                2,133,260
                
                
                4,829,347
                
                
                1,884,052INCOME
                    TAXES
                
                
                3
                
                
                (321,000
                )
                
                (749,381
                )
                
                (289,403
                )NET
                    INCOME
                
                
                
                
                
                1,812,260
                
                
                4,079,966
                
                
                1,594,649FOREIGN
                    CURRENCY TRANSLATIONADJUSTMENT
                
                
                
                
                
                -
                
                
                268,305
                
                
                -COMPREHENSIVE
                    INCOME
                
                
                
                
                $
                1,812,260
                
                $
                4,348,271
                
                $
                1,594,649WEIGHTED
                    AVERAGE NUMBEROF
                    SHARES
                
                
                
                
                
                N/A
                
                
                N/A
                
                
                26,958,104BASIC
                    AND DILUTEDEARNINGS
                    PER SHARE
                
                
                
                
                
                N/A
                
                
                N/A
                
                $
                0.06
   The
        accompanying notes are in integral part of these consolidated financial
        statements.
  F-5
  **CHINA
        PUBLIC SECURITY TECHNOLOGY, INC.**
 
 **CONSOLIDATED
        BALANCE SHEET**
 
 **DECEMBER
        31, 2006**
  **NOTES**ASSETSCURRENT
                    ASSETSCash
                    and cash equivalents
                
                
                
                
                $
                172,316Related
                    party receivables
                
                
                5
                
                
                1,410,471Advances
                    receivable
                
                
                4
                
                
                332,479Other
                    receivables and deposits
                
                
                
                
                
                243,948TOTAL
                    CURRENT ASSETS
                
                
                
                
                
                2,159,214PROPERTY
                    AND EQUIPMENT
                
                
                6
                
                
                49,826TOTAL
                    ASSETS
                
                
                
                
                $
                2,209,040LIABILITIES
                    AND STOCKHOLDERS' EQUITYCURRENT
                    LIABILITESAdvances
                    payable
                
                
                7
                
                $
                200,000Accrued
                    expenses
                
                
                
                
                
                66,832Tax
                    payable
                
                
                
                
                
                215,255Amounts
                    due to a director
                
                
                5
                
                
                82,304TOTAL
                    CURRENT LIABILTIES
                
                
                
                
                
                564,391STOCKHOLDERS'
                    EQUITYCommon
                    stock, par $0.01Authorized
                    capital, 75,000,000 sharesShares
                    issued and outstanding 31,550,298 shares
                
                
                
                
                
                50,000Reserves
                
                
                8
                
                
                159,465Retained
                    earnings
                
                
                
                
                
                1,435,184TOTAL
                    STOCKHOLDERS' EQUITY
                
                
                
                
                
                1,644,649TOTAL
                    LIABILTIES AND STOCKHOLDERS' EQUITY
                
                
                
                
                $
                2,209,040
  
 The
        accompanying notes are in integral part of these consolidated financial
        statements.
  F-6
  **CHINA
        PUBLIC SECURITY TECHNOLOGY, INC.**
 
 **CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS’ EQUITY**
 
 **YEAR
        ENDED DECEMBER 31 2005**
 **PERIOD
        FROM JANUARY 1, 2006 TO OCTOBER 8, 2006**
 **PERIOD
        FROM JANUARY 17, 2006 TO DECEMBER 31 2006**
 
 The
        consolidated statements of stockholders’ equity for the year ended December 31,
        2005 and for the period from January 1 to October 8, 2006 reflects equity
        of the
        Predecessor Company. (See Note 1 to the consolidated financial
        statements)
  AccumulatedCommon
                    stock
                
                
                
                Retained
                
                
                
                otherpar
                    value $0.12
                
                Additional
                
                earnings
                
                
                
                comprehensiveShares
                
                Amount
                
                paid-in
                    capital
                
                (deficit)
                
                Reserve
                
                income
                
                TotalTHE
                    PREDECESSOR:Balance
                    as at January 1, 2005
                
                
                30,000,000
                
                $
                3,642,000
                
                $
                665,548
                
                $
                (965,334
                )
                $
                -
                
                $
                -
                
                $
                3,342,214Net
                    income for the year endedDecember
                    31, 2005
                
                
                -
                
                
                -
                
                
                -
                
                
                1,812,260
                
                
                -
                
                
                -
                
                
                1,812,260Balance
                    as at January 1, 2006
                
                
                30,000,000
                
                
                3,642,000
                
                
                665,548
                
                
                846,926
                
                
                -
                
                
                -
                
                
                5,154,474Net
                    income for the period from January, 1, 2006through
                    October 8, 2006
                
                
                -
                
                
                -
                
                
                -
                
                
                4,079,966
                
                
                -
                
                
                -
                
                
                4,079,966Foreign
                    currency translation adjustments
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                268,305
                
                
                268,305Transfer
                    to reserve
                
                
                -
                
                
                -
                
                
                -
                
                
                (774,551
                )
                
                774,551
                
                
                -
                
                
                -Balance
                    as at October 8, 2006
                
                
                30,000,000
                
                $
                3,642,000
                
                $
                665,548
                
                $
                4,152,341
                
                $
                774,551
                
                $
                268,305
                
                $
                9,502,745AccumulatedCommon
                    stock
                
                
                
                
                
                
                
                otherpar
                    value $0.01
                
                Retained
                
                
                
                comprehensiveShares
                
                Amount
                
                earnings
                
                Reserve
                
                income
                
                TotalTHE
                    SUCCESSOR:Capital
                    contribution January 17, 2006
                
                
                25,500,000
                
                $
                50,000
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                50,000Acquisition
                    of Irish Mag Inc.
                
                
                6,050,298
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Net
                    income from January 17, 2006through
                    December 31, 2006
                
                
                -
                
                
                -
                
                
                1,594,649
                
                
                -
                
                
                -
                
                
                1,594,649Transfer
                    to reserve
                
                
                -
                
                
                -
                
                
                (159,465
                )
                
                159,465
                
                
                -
                
                
                -Balance
                    as at December 31, 2006
                
                
                31,550,298
                
                $
                50,000
                
                $
                1,435,184
                
                $
                159,465
                
                $
                -
                
                $
                1,644,649
  The
        accompanying notes are in integral part of these consolidated financial
        statements.
  F-7
  **CHINA
        PUBLIC SECURITY TECHNOLOGY, INC.**
 
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 
 **YEAR
        ENDED DECEMBER 31 2005**
 **PERIOD
        FROM JANUARY 1, 2006 TO OCTOBER 8, 2006**
 **PERIOD
        FROM JANUARY 17, 2006 TO DECEMBER 31 2006**
 
 The
        consolidated statements of cash flows for the year ended December 31 2005
        and
        for the period from January 1 to October 8, 2006 reflect operations of the
        Predecessor Company.
  **PREDECESSOR**
                
                **SUCCESSOR****JANUARY
                    1**
                
                **JANUARY
                    17****YEAR
                    ENDED**
                
                **THROUGH**
                
                **THROUGH****DECEMBER
                    31,**
                
                **OCTOBER
                    8,**
                
                **DECMBER
                    31,****2005**
                
                **2006**
                
                **2006**OPERATING
                    ACTIVITIESNet
                    income
                
                $
                1,812,260
                
                $
                4,079,966
                
                $
                1,594,649Adjustments
                    to reconcile net incometo
                    net cash providing from operationsDepreciation
                
                
                362,970
                
                
                422,946
                
                
                1,131Amortization
                    of intangible assets
                
                
                61,122
                
                
                105,630
                
                
                -Changes
                    in operating assets and liabilties(Increase)
                    decrease in inventories
                
                
                (274,288
                )
                
                203,236
                
                
                -Increase
                    in trade and other receivables
                
                
                (1,632,279
                )
                
                1,516,215
                
                
                (243,948
                )Increase
                    in related parties receivables
                
                
                -
                
                
                -
                
                
                (1,295,159
                )Increase
                    in trade payables
                
                
                6,956
                
                
                150,266
                
                
                -Increase
                    in accrued expenses
                
                
                40,640
                
                
                (11,332
                )
                
                66,832Increase
                    in tax payable
                
                
                -
                
                
                354,520
                
                
                215,255Net
                    cash provided by operating activities
                
                
                377,381
                
                
                6,821,447
                
                
                338,760INVESTING
                    ACTIVITIESAdvances
                    to third parties
                
                
                -
                
                
                -
                
                
                (332,479
                )Advances
                    to related parties
                
                
                -
                
                
                (1,563,806
                )
                
                (115,312
                )Purchase
                    of plant and equipment
                
                
                (30,876
                )
                
                (3,329,474
                )
                
                (50,957
                )Capitalised
                    software development cost
                
                
                (331,491
                )
                
                (102,953
                )
                
                -Net
                    cash used in investing activities
                
                
                (362,367
                )
                
                (4,996,233
                )
                
                (498,748
                )FINANCING
                    ACTIVITIESAdvances
                    payable
                
                
                -
                
                
                -
                
                
                200,000Amount
                    due to stockholder
                
                
                -
                
                
                -
                
                
                82,304Short
                    term loan
                
                
                -
                
                
                632,591
                
                
                -Capital
                    contribution
                
                
                -
                
                
                -
                
                
                50,000Net
                    cash provided by financing activities
                
                
                -
                
                
                632,591
                
                
                332,304NET
                    INCREASE IN CASH AND CASHEQUIVALENTS
                
                
                15,014
                
                
                2,457,805
                
                
                172,316EFFECT
                    OF EXCHANGE RATE ON CASH
                
                
                -
                
                
                65,740
                
                
                -CASH
                    AND CASH EQUIVALENTS, BEGINNNING
                
                
                42,744
                
                
                57,758
                
                
                -CASH
                    AND CASH EQUIVALENTS, ENDING
                
                $
                57,758
                
                $
                2,581,303
                
                $
                172,316Supplemnetal
                    disclosure of cash flow informationIncome
                    tax paid
                
                $
                159,380
                
                $
                508,712
                
                $
                74,148
  The
        accompanying notes are in integral part of these
        consolidated financial statements.
  F-8
 **CHINA
        PUBLIC SECURITY TECHNOLOGY, INC.**
 
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **YEAR
        ENDED DECEMBER 31 2005**
 **PERIOD
        FROM JANUARY 1, 2006 TO OCTOBER 8, 2006**
 **PERIOD
        FROM JANUARY 17, 2006 TO DECEMBER 31 2006**
 
 1.
        ORGANIZATION AND PRINCIPAL ACTIVITIES
 
 China
        Public Security Technology, Inc. (formerly, Irish Mag, Inc.) (“CPST”) is a
        provider of integrated solutions for the public security sector in the People’s
        Republic of China (“PRC”), specializing in providing public security information
        communication applications and Geographic Information Systems (“GIS”) software
        services. These services are provided through CPST’s wholly owned subsidiary, Bo
        Hai Wen Technology (Shenzhen) Company (“Bo Hai Wen”). As further described
        below, prior to October 9, 2006, these business operations were performed
        by
        CPST’s predecessor, Shenzhen iASPEC Software Engineering Company Limited
        (“iASPEC”). The majority owner of both CPST and iASPEC is Mr Lin Jiang Huai
        (“Lin”). Prior to October 9, 2006, the Company was a privately owned entity
        formed as a British Virgin Island holding company (“CPST BVI”). Through a series
        of transactions commencing on September 6, 2006, CPST BVI and Irish Mag,
        Inc.
        (“Irish Mag”), a public shell company, entered into a reverse merger whereby
        Irish Mag acquired all the outstanding common stock of CPST BVI (the
“Acquisition”). For accounting purposes, the Acquisition of CPST BVI by Irish
        Mag has been recorded as a reverse acquisition of a public shell and a
        recapitalization of CPST BVI based on factors demonstrating that CPST BVI
        represents the accounting acquirer. The Acquisition is equivalent to the
        issuance of stock by CPST BVI for the net monetary assets (which were not
        significant) of Irish Mag. The shareholders of CPST BVI received approximately
        81% of the post-Acquisition common stock of Irish Mag. In addition,
        post-Acquisition management personnel and the board of directors of the Company
        now consist of individuals previously holding such positions with CPST BVI.
        The
        historical shareholders’ equity of CPST BVI prior to the Acquisition has been
        retroactively restated (a recapitalization) for the equivalent number of
        shares
        received in the Acquisition. The restated consolidated retained earnings
        of CPST
        BVI have been carried forward after the Acquisition. Immediately prior to
        the
        Acquisition, Irish Mag. was essentially a shell company. Irish Mag changed
        its
        name to China Public Security Technology, Inc. (the “Company”) in January 2007.
        Prior to the Acquisition, Irish Mag had 1,350,000 shares of common stock
        outstanding. On October 2, 2006, Irish Mag effected a forward stock split
        of
        4.44444444:1, which increased the issued share capital to 6,000,000 shares
        of
        common stock. Share and per share amounts have been retroactively restated
        to
        reflect the forward stock splits.
  F-9
  1.
        ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)
 
 October
        24, 2006, the Company issued an additional 50,298 shares to the former majority
        shareholder of Irish Mag in connection with the Acquisition.
 
 On
        October 9, 2006, Bo Hai Wen entered into a Business Turnkey Agreement, as
        amended (the “Turnkey Agreement”) with Shenzhen iASPEC Software Engineering
        Company Limited (“iASPEC”), a PRC company controlled by Lin. iASPEC is a
        software development company that sells Public (“PGIS”) and Civil Geographic
        Information Systems (“CGIS”) to government and private customers in the PRC.
        Under the Turnkey Agreement, Bo Hai Wen is to pay an annual fee of $180,000
        to
        iASPEC and is to perform all services necessary for iASPEC to fulfill its
        customer contracts in exchange for 100% or 90%, depending on the contract,
        of
        contract amounts. In addition, under the Turnkey Agreement, iASPEC granted
        Bo
        Hai Wen an exclusive, royalty-free, transferable, worldwide perpetual license
        to
        use and install iASPEC’s proprietary software. No other tangible assets or
        liabilities were transferred to Bo Hai Wen under the Turnkey Agreement.
        Accordingly, Bo Hai Wen essentially succeeded to the business operations
        of
        iASPEC and iASPEC is considered the Predecessor to Bo Hai Wen. The financial
        statements for the year ended December 31, 2005 and the period from January
        1,
        2006 through October 8, 2006 (the “Predecessor Period”) reflect the results of
        operations of iASPEC (the “Predecessor”). The financial statements for the
        period from January 17, 2006 through December 31, 2006 (the “Successor Period”)
        reflect the results of operations of CPST BVI (the “Successor”). Accordingly,
        the results of operations of the Predecessor and the Successor are not
        comparable in all respects.
 
 2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 (a)
        Basis
        of consolidation
 
 The
        consolidated financial statements of the Company and its subsidiaries are
        prepared in accordance with accounting principles generally accepted in the
        United States of America and include the accounts of the Company and its
        subsidiaries. All material inter-company accounts and transactions have been
        eliminated in consolidation.
 
 (b)
        Cash
        and cash equivalents
 
 The
        Company considers all highly liquid investments purchased with original
        maturities of three months or less to be cash equivalents.
  F-10
  2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 (c)
        Property and Equipment
 
 Property
        and equipment are stated at cost less accumulated depreciation. Depreciation
        is
        provided over the assets’ estimated useful lives, using the straight-line
        method. Estimated useful lives of property and equipment are as follows:
 
 Office
                  equipment
              5
                  yearsElectronics
                  equipment
              5
                  years
 
 Maintenance
        and repairs costs are expensed as incurred, whereas significant renewals
        and
        betterments are capitalized.
 
 The
        long-lived assets held and used by the Company are reviewed for impairment
        whenever events or changes in circumstances indicate that the carrying amount
        of
        assets may not be recoverable. It is reasonably possible that these assets
        could
        become impaired as a result of technology or other industry changes.
        Determination of recoverability of assets to be held and used is determined
        by
        comparing the carrying amount of an asset to future net undiscounted cash
        flows
        to be generated by the assets. If such assets are considered to be impaired,
        the
        impairment to be recognized is measured by the amount by which the carrying
        amount of the assets exceeds the fair value of the assets. Assets to be disposed
        of are reported at the lower of the carrying amount or fair value less costs
        to
        sell.
 
 There
        were no impairments of long-lived assets as of December 31, 2006.
 
 (d)
        Fair
        Value of Financial Instruments
 
 The
        Company’s financial instruments include cash and cash equivalents, related party
        receivables and payables, other receivables, other payables, tax payables
        and
        amount due to a director. Management has estimated that the carrying amount
        of
        cash and cash equivalents, other receivables, other payables and tax payables
        approximates their fair value due to their short-term nature. The fair value
        of
        the related party receivables and amounts due to a director is not practicable
        to estimate due to the related party nature of the transactions.
 
 (e)
        Concentration of Risks
 
 During
        the year ended December 31, 2005, 1 customer accounted for 35% of third party
        revenues. During the period from January 1, 2006 through October 8, 2006,
        no
        customer accounted for over 10% of third party revenues. During the period
        from
        January 17, 2006
  F-11
  2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 through
        December 31, 2006, no customer accounted for greater than 10% of third party
        revenues.
 
 Only
        entities that possess the necessary government licenses and approvals may
        obtain
        certain PGIS contracts with PRC Government customers and, because Bo Hai
        Wen is
        considered a foreign owned entity in the PRC, it cannot possess these licenses
        and approvals. Instead Bo Hai Wen relies exclusively on iASPEC to solicit
        and
        obtain PGIS contracts, which Bo Hai Wen will then fulfill under the Turnkey
        Agreement. During the Successor Period, Bo Hai Wen had neither the PRC required
        licenses nor the workforce necessary to perform under the Turnkey Agreement
        and
        relied upon iASPEC’s licenses and workforce to fulfill its obligations
        thereunder. During the Successor Period, many of the expenses of the Company
        were incurred and paid by iASPEC. In accordance with SEC staff Accounting
        Bulletin 55, the Successor Period financial statements reflect all of the
        costs
        associated with the operations of Bo Hai Wen. Because iASPEC fulfilled all
        obligations for contracts under the Turnkey Agreement, substantially all
        costs
        incurred and paid for by iASPEC during the Successor Period have been allocated
        to Bo Hai Wen. Management believes that this method of allocation is reasonable.
        Accordingly amounts reported by Bo Hai Wen under the Turnkey Agreement reflect
        contract amounts net of costs incurred by iASPEC. Amounts reported by Bo
        Hai Wen
        represent approximately 55% of total revenues during the Successor Period.
        Bo
        Hai Wen expects to continue to rely exclusively on iASPEC to execute these
        PGIS
        contracts. During the Successor Period, 2 customers accounted for 13% and
        29% of
        gross revenues under the Turnkey Agreement.
 
 (f)
        Economic and Political Risks
 
 The
        Company’s operations are conducted in the PRC. Accordingly, the Company’s
        business, financial condition and results of operations may be influenced
        by the
        political, economic and legal environment in the PRC, and by the general
        state
        of the PRC economy. The Company’s operations in the PRC are subject to special
        considerations and significant risks not typically associated with companies
        in
        North America and Western Europe. These include risks associated with, among
        others, the political, economic and legal environment and foreign currency
        exchange. The Company’s results may be adversely affected by changes in the
        political and social conditions in the PRC, and by changes in governmental
        policies with respect to laws and regulations, anti-inflationary measures,
        currency conversion, remittances abroad, and rates and methods of
        taxation.
 
 (g)
        Revenue Recognition
  During
        the Predecessor Period, revenues from products were recognized only when
        persuasive evidence of an arrangement existed, delivery had occurred or services
        had been rendered, the price to the customer was fixed or determinable, and
        collectibility was reasonably assured. Generally, revenue was recognized
        (1) upon shipment for equipment and software, (2) as work was
        performed for professional services and (3) in equal periodic amounts over
        the term of the contract for software and hardware maintenance. The Company’s
        revenue recognition policies are in accordance with SEC Staff Accounting
        Bulletin No. 104, “ *Revenue
        Recognition* ,”
and
        AICPA Statement of Position No. 97-2, “ *Software
        Revenue Recognition* ”
  F-12
  2.
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  (g)
          Revenue Recognition (Continued)
  During
        the Successor Period, Bo Hai Wen generated revenues from CGIS contracts with
        its
        customers. Revenues from products are recognized only when persuasive evidence
        of an arrangement exists, delivery has occurred or services have been rendered,
        the price to the customer is fixed or determinable, and collectibility is
        reasonably assured. Generally, revenue is recognized (1) upon shipment for
        equipment and software, (2) as work is performed for professional services
        and (3) in equal periodic amounts over the term of the contract for
        software and hardware maintenance. The Company’s revenue recognition policies
        are in accordance with SEC Staff Accounting Bulletin No. 104, “ *Revenue
        Recognition* ,”
and
        AICPA Statement of Position No. 97-2, “ *Software
        Revenue Recognitio* n”.
  In
        addition, during the Successor Period Bo Hai Wen generated revenues under
        the
        Turnkey Agreement. Through December 31, 2006, Bo Hai Wen had neither the
        PRC
        required licenses nor the workforce necessary to perform under the Turnkey
        Agreement and relied upon iASPEC’s licenses and workforce to fulfill its
        obligations thereunder. Because iASPEC maintains all customer relationships,
        procures the hardware required for each contract, and provides the workforce
        and
        facilities necessary to fulfill contracts, amounts reported by Bo Hai Wen
        under
        the Turnkey Agreement reflect contract amounts net of costs incurred by iASPEC.
 
 The
        majority of revenues are generated from fixed-price contracts, which provide
        for
        licenses to software products, and services to customize such software to
        meet
        customers’ use. Generally, when the services are determined to be essential to
        the functionality of the delivered software, revenue is recognized using
        the
        percentage of completion method of accounting in accordance with SOP 97-2
        and
        81-1 *“Accounting
        for Long-term Construction Type Contracts”* .
        The
        percentage of completion for each contract is estimated based on the ratio
        of
        direct labor hours incurred to total estimated direct labor hours.
 
 (h)
        Foreign Currency Translation
 
 The
        functional currency of Bo Hai Wen is Renminbi (RMB) and the RMB is not freely
        convertible into foreign currencies. Bo Hai Wen maintains its financial
        statements in the functional currency. Monetary assets and liabilities
        denominated in currencies other than the functional currency are translated
        into
        the functional currency at rates of exchange prevailing at the balance sheet
        date. Transactions denominated in currencies other than the functional currency
        are translated into the functional currency at the exchange rates prevailing
        at
        the dates of the transactions. Exchange gains or losses arising from foreign
        currency transactions are included in the determination of net income for
        the
        respective periods. Transaction gains or losses were not significant for
        the
        periods presented.
  F-13
  2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 On
        October 9, 2006, in connection with the Acquisition, the Company adopted
        the
        United States dollar as its reporting currency. The financial statements
        for the
        Predecessor Period have been recast using a method consistent with Statement
        of
        Financial Accounting Standards (“SFAS”) No. 52, *“Foreign
        Currency Translation”* to
        reflect the United States dollar as if the United States dollar had been
        used
        for the Predecessor Period.
 
 Accordingly,
        for financial reporting purposes, the financial statements of the Company
        which
        are prepared using the functional currency have been translated into United
        States dollars. Assets and liabilities are translated at exchange rates at
        the
        balance sheet dates and revenue and expenses are translated at the average
        exchange rates and shareholders’ equity is translated at historical exchange
        rates. Any resulting translation adjustments are not included in determining
        net
        income but are included in foreign exchange adjustment to other comprehensive
        income, a component of shareholders’ equity. The exchange rates adopted are as
        follows:-
 
 December
                  31 2006
              
              October
                  8 2006
              
              2005Year
                  / Period end exchange rate
              7.805
              
              7.904
              
              8.237Average
                  yearly / period exchange rate
              7.805
              
              8.000
              
              8.237
 
 No
        representation is made that the RMB amounts could have been, or could be,
        converted into U.S. dollars at the rates used in translation.
 
 (i)
        Accounting for Computer Software to Be Sold, Leased or Otherwise
        Marketed
 
 The
        Company accounts for software development costs in accordance with Statement
        of
        Financial Accounting Standards (“SFAS”) No. 86, *“Accounting
        for the Costs of Computer Software to be Sold, Leased, or Otherwise
        Marketed* ”.
        Costs
        related to establishing the technological feasibility of a software product
        are
        expensed as incurred as a part of research and development in general and
        administrative expenses. There were no research and development expenses
        in the
        Predecessor and Successor Periods. Costs that are incurred to produce the
        finished product after technological feasibility is established are capitalized
        and amortized over the estimated economic life of 5 years. The Company performs
        periodic reviews to ensure that unamortized program costs remain recoverable
        from future revenue. Software development costs of $331,491 and $102,953
        were
        capitalized during the year ended December 31, 2005 and the period from January
        1, 2006 through October 8, 2006 respectively. No software development costs
        were
        capitalized in the Successor Period.
  F-14
  2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 During
        the Predecessor Period from January 1, 2006 through October 8, 2006 and the
        year
        ended December 31, 2005 , amortization expense of approximately $106,000
        and
        $61,000, respectively was charged to income.
 
 (j)
        Use
        of Estimates
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles in the United States of America requires management
        to
        make estimates and assumptions that affect the reported amounts of assets
        and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting periods. Management makes these estimates using the
        best
        information available at the time the estimates are made; however actual
        results
        could differ materially from those estimates.
 
 (k)
        Income Taxes
 
 Income
        tax expense is based on reported income before income taxes. Deferred income
        taxes reflect the effect of temporary differences between assets and liabilities
        that are recognized for financial reporting purposes and the amounts that
        are
        recognized for income tax purposes. In accordance with Statement of Financial
        Accounting Standard (SFAS) No. 109, "Accounting for Income Taxes," these
        deferred taxes are measured by applying currently enacted tax laws.
 
 (l)
        Earnings Per Share
 
 Basic
        earnings per share is computed by dividing income available to common
        shareholders by the weighted-average number of common shares outstanding
        during
        the period. Diluted earnings per share reflects the potential dilution that
        could occur if securities or other contracts to issue common stock were
        exercised or converted into common stock, or resulted in the issuance of
        common
        stock that shared in the earnings of the entity. There were no outstanding
        dilutive securities during 2006.
 
 (m)
        Sales, use and other Value Added Tax
 
 Revenue
        is recorded net of applicable state, use and other Value Added Tax.
 
 (n)
        Recent Accounting Pronouncements
 
 In
        June
        2006, the FASB issued Interpretation No. 48 “ *Accounting
        for Uncertainty in Income Taxes* .”
This
        interpretation clarifies the accounting for uncertainty in income taxes
        recognized in an enterprise's financial statements in accordance with SFAS
        109
“Accounting for Income Taxes.” This interpretation prescribes a recognition
        threshold and measurement attribute for the financial statement recognition
  F-15
  2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 and
        measurement of a tax position taken or expected to be taken in a tax return.
        The
        interpretation also provides guidance for de-recognition of tax positions,
        financial statement classification, interest and penalties, accounting in
        interim periods, disclosure, and transition. This interpretation is effective
        for fiscal years beginning after December 15, 2006. Adoption of this statement
        is not expected to have a material effect on the operating results of the
        Company, as a recently completed assessment of the Company’s current tax
        positions indicated no uncertainties that would warrant different recognition
        and valuation from that applied in the Company’s tax returns.
  In
        September 2006, the FASB issued SFAS No. 157, “ *Fair
        Value Measurements* ,”
which
        defines fair value, establishes a framework for measuring fair value, and
        expands disclosures about fair value measurements. The provisions of SFAS
        157
        are effective for financial statements issued for fiscal years beginning
        after
        November 15, 2007, and interim periods within those fiscal years. The Company
        is
        currently evaluating the impact this statement will have on its financial
        statements.
 
 In
        February 2007, the FASB issued Statement No. 159, “ *The
        Fair Value Option for Financial Assets and Financial Liabilities - Including
        an
        amendment to FASB Statement No. 115”.* This
        statement permits companies to choose to measure many financial instruments
        and
        other items at fair value. The objective is to improve financial reporting
        by
        providing entities with the opportunity to mitigate volatility in reported
        earnings caused by measuring related assets and liabilities differently without
        having to apply complex hedge accounting provisions. This Statement is expected
        to expand the use of fair value measurement of accounting for financial
        instruments. This statement applies to all entities, including not for
        profit.
 
 The
        fair
        value option established by this statement permits all entities to measure
        eligible items at fair value at specified election dates. This statement
        is
        effective as of the beginning of an entity’s first fiscal year that begins after
        November 15, 2007.
 
 The
        Company is currently assessing the impact adoption of SFAS No. 159 will have
        on
        its consolidated financial statements.
  F-16
  3.
        INCOME
        TAXES
 
 Pre-tax
        income for the Predecessor and Successor periods was taxable in the PRC.
        The
        reconciliation of income taxes computed at the PRC federal statutory tax
        rate
        applicable to enterprises operating in the Shenzhen Special Economic Zone,
        to
        income tax expense is as follows:
  Predecessor
                
                SuccessorJanuary
                    1
                
                January
                    17Year
                    ended
                
                through
                
                throughDecember
                    31
                
                October
                    8
                
                December
                    312005
                
                2006
                
                2006PRC
                    Federal statutory tax rate
                
                
                15
                %
                
                15
                %
                
                15
                %Computed
                    expected income tax expense
                
                $
                319,989
                
                $
                724,402
                
                $
                282,607Permanent
                    differences
                
                
                1,011
                
                
                24,979
                
                
                6,796Income
                    taxes
                
                $
                321,000
                
                $
                749,381
                
                $
                289,403
  The
        Company is governed by the Income Tax Laws of the PRC. The statutory rate
        for
        Enterprise Income Tax is 33%. As both the Predecessor and Successor companies
        are situated in the Shenzhen Economic Special Zone, both companies are entitled
        to a permanent preferential income tax of 15%.
 
 4.
        ADVANCES RECEIVABLE
 
 At
        December 3,1 2006, advances receivable represent amounts advanced to Shenzhen
        Zhenheng Electronics Technology Limited, an unrelated third party, for working
        capital. The advances are unsecured, bear interest at 9.6% per annum and
        were
        collected in full on March 28, 2007.
  F-17
  5.
        RELATED PARTY BALANCES AND TRANSACTIONS
 
 At
        December 31 2006, related party receivables and amount due to a director
        consist
        of:
 
 Due
                  from related companyShenzhen
                  iASPEC Software Engineering Co. Ltd. (The Predecessor)Revenues
                  under theTurnkey
                  Agreement
              
              $
              1,185,449Fee
                  payable under theTurnkey
                  Agreement
              
              
              (45,000
              )Other
                  advances
              
              
              154,7101,295,159Hong
                  Kong United Development Group Limited
              
              
              115,312$
              1,410,471Due
                  to a directorLin
                  Jiang Huai
              
              $
              82,304
  At
        December 31 2006, the amount due from iASPEC represents amounts earned under
        the
        Turnkey Agreement, as follows:
  Revenues,
                  per contracts
              
              $
              2,677,498Cost
                  of sales incurred by iASPEC
              
              
              (858,149
              )Expenses
                  paid by iASPEC on behalf of Bo Hai Wen
              
              
              (633,900
              )Net
              
              $
              1,185,449Fee
                  payable to iASPEC under the Turnkey Agreement
              
              $
              45,000
 
 
 Hong
        Kong
        United Development Group Limited is 51% controlled by Lin, The amount represents
        advances to the company as working capital and is unsecured, interest free
        and
        were repaid in full on April 6, 2007.
 
 The
        amount due to Mr. Lin represents advances to the Company as working capital.
        The
        amount is unsecured, non-interest bearing and is due on demand.
  F-18
  6.
        PLANT
        AND EQUIPMENT
 
 At
        December 31, 2006, plant and equipment consist of:
  At
                    cost:Office
                    equipment
                
                $
                12,830Electronics
                    equipment
                
                
                38,12750,957Accumulated
                    depreciation
                
                
                (1,131
                )$
                49,826
 
 7
        ADVANCES PAYABLE
 
 At
        December 31, 2006, advances payable represent amounts advanced by an unrelated
        third party in December 2006. These advances were interest-free, unsecured
        and
        were repaid in full in February 2007.
 
 8.
        RESERVE AND DISTRIBUTION OF PROFIT
 
 In
        accordance with relevant PRC regulations and the Articles of Association
        of Bo
        Hai Wen, appropriations of net income as reflected in its PRC statutory
        financial statements are to be allocated to statutory reserve, as determined
        by
        resolution of the Board of Directors. Through December 31, 2006, $159,465
        has
        been appropriated.
 
 9.
        SUBSEQUENT EVENTS
 
 On
        January 16, 2007, the Company entered into a Securities Purchase Agreement
        (“SPA”) with 2 investors (the “Investors”), pursuant to which the Company is to
        issue 7,868,422 shares of common stock for $1.90 per share in a private
        placement. On January 31, 2007, one half of the shares was issued and on
        February 6, 2007 the second half was issued. The Company paid fees in connection
        with the SPA of approximately $670,000 and issued warrants to purchase 786,841
        shares of common stock for $2.28 per share. The warrants have a five year
        term
        and were immediately exercisable. Net proceeds to the Company were approximately
        $14,280,000. On January 31, 2007, the Company executed a Registration Rights
        Agreement in connection with the SPA, under which the SPA shares are to be
        registered under the Securities Act of 1933. Concurrently with the execution
        of
        the SPA, Lin executed an escrow agreement (the “Make Good Escrow Agreement”)
        with the Investors pursuant to which Lin agreed to certain “make good”
provisions in the event that the Company did not meet certain income thresholds
        for fiscal years 2007 and 2008. Pursuant to the Make Good Escrow Agreement,
        Lin
        established an escrow account and delivered to the escrow agent certificates
        evidencing 7,894,736 shares of the Company’s common stock held by him (the “Make
        Good Shares”) along with blank stock powers, to be held for the benefit of the
        Investors. Lin agreed that if the after tax net income (ATNI) for the Company’s
        2007 and 2008 fiscal years does not meet specified thresholds, then he
  F-19
  9.
        SUBSEQUENT EVENTS (CONTINUED)
 
 will
        transfer to the Investors, on a pro rata basis, 3,947,368 shares of the
        Company’s common stock that are currently owned by him.
 
 On
        March
        30, 2007, the Company obtained PRC regulatory approval for its acquisition
        of
        the land use rights underlying its purchase of approximately 1,200 square
        meters
        of new office space. Under PRC regulations, the land on which the office
        space
        sits is held under a 50-year lease with the PRC government, of which 40 years
        remain at December 31, 2006. The new office space cost approximately $2,850,000,
        which was paid on March 20, 2007. The office space is expected to be ready
        for
        occupancy in June 2007.
  F-20
  **EXHIBITS**
 Exhibit
                  No.
              **Description**3.1*
              Amended
                  and Restated Articles of Incorporation of the Registrant, as filed
                  with
                  the Secretary of State of Florida on January 25, 2006 (incorporated
                  by
                  reference to Exhibit 3.1 of the current report on Form 8-K filed
                  by the
                  Company on January 26, 2006).3.2*
              Bylaws
                  of the Registrant (incorporated by reference to Exhibit 3.2 of
                  the
                  registration statement on Form SB-2 filed by the Company on March
                  1,
                  2006).4.1*
              Registration
                  Rights Agreement, dated January 31, 2007, among Irish Mag, Inc.
                  and the
                  investors signatory thereto (incorporated by reference to Exhibit
                  4.1 to
                  our current report on Form 8-K filed by the Company on February
                  1,
                  2007).4.2*
              Amendment
                  No. 1 to Registration Rights Agreement, dated March 9, 2007, among
                  China
                  Public Security Technology, Inc. and the investors signatory thereto 
                  (incorporated by reference to Exhibit 4.1 to that current report
                  on Form
                  8-K filed by the Company on March 20, 2007).10.1*
              Securities
                  Purchase Agreement, dated January 16, 2007, among Irish Mag, Inc.
                  and the
                  investors signatory thereto (incorporated by reference to Exhibit
                  10.1 of
                  the current report on Form 8-K filed by the Company on January
                  17,
                  2007).10.2*
              Amendment
                  No. 1 to the Securities Purchase Agreement, dated January 31, 2007,
                  among
                  Irish Mag, Inc. and the investors signatory thereto (incorporated
                  by
                  reference to Exhibit 10.2 of the current report on Form 8-K filed
                  by the
                  Company on February 1, 2007).10.3*
              Make
                  Good Escrow Agreement, dated January 31, 2007, among Irish Mag,
                  Inc., Mr.
                  Jiang Huai Lin, the investors signatory thereto, Roth Capital Partners,
                  LLC and Securities Transfer Corporation, as escrow agent (incorporated
                  by
                  reference to Exhibit 10.2 of the current report on Form 8-K filed
                  by the
                  Company on February 1, 2007).10.4*
              Lockup
                  Agreement, dated January 31, 2007, among Irish Mag, Inc. and the
                  stockholders signatory thereto (incorporated by reference to Exhibit
                  10.5
                  of the current report on Form 8-K filed by the Company on February
                  1,
                  2007).10.5*
              Rescission;
                  Termination and Share Exchange Agreement, dated January 31, 2007,
                  among
                  Shenzhen iASPEC Software Engineering Company Limited, the shareholders
                  of
                  iASPEC who are signatories thereto, including Jiang Huai Lin, Bo
                  Hai Wen
                  Technology (Shenzhen) Company Limited, China Public Security Holdings
                  Limited and Irish Mag, Inc. (incorporated by reference to Exhibit
                  10.5 of
                  the current report on Form 8-K filed by the Company on February
                  1,
                  2007).10.6*
              Amended
                  and Restated Business Turnkey Agreement, dated as of January 31,
                  2007, by
                  and between Bo Hai Wen Technology (Shenzhen) Company Limited and
                  Shenzhen
                  iASPEC Software Engineering Company Limited and the shareholders
                  of iASPEC
                  party thereto (incorporated by reference to Exhibit 10.6 of the
                  current
                  report on Form 8-K filed by the Company on February 1,
                  2007).10.7
              English
                  Translation of Form of China Public Security Technology, Inc. Employment
                  Agreement.
  
  10.8
              English
                  Translation of Form of China Public Security Technology, Inc.
                  Non-Disclosure Agreement.10.9
              Letter
                  Agreement, dated March 29, 2007, among China Public Security Technology,
                  Inc., and the investors and stockholder signatory
                  thereto.
 14
              Code
                  of Ethics, adopted on April 1, 2007.21
              List
                  of Subsidiaries.31.1
              Certification
                  of Chief Executive Officer filed pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 200231.2
              Certification
                  of Chief Financial Officer filed pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.32
              Certification
                  of Chief Executive Officer and Chief Financial Officer furnished
                  pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                  the
                  Sarbanes-Oxley Act of 2002.