U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                   __________________________________________

                                   FORM 10-QSB

(Mark One)

[X] Quarterly report under section 13 or 15(d) of the Securities Exchange Act of
    1934 for the quarterly period ended August 31, 2005

[ ] Transition  report under section 13 or 15(d) of the Securities  Exchange Act
    of 1934 for the transition period from June 1, 2005 to August 31, 2005

Commission file number 001-15643

                         CYBER MERCHANTS EXCHANGE, INC.
                         -----------------------------
        (Exact name of small business issuer as specified in its charter)

            California                                          95-4597370
            ----------                                          ----------
 (State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

  4349 Baldwin Ave., Unit A, El Monte, CA                          91731
  ---------------------------------------                          -----
  (Address of principal executive offices)                       (Zip Code)

                     Issuer's telephone number (626)636-2530
                                               -------------

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 for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days: Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): Yes [X] No [ ]

          Number of shares outstanding of the issuer's classes of common equity,
          as of September 27, 2005:

                  1,014,880 Shares of Common Stock (One Class)
                  --------------------------------------------

Transitional Small Business Disclosure Format: Yes [ ] No [X]


                                       1

<PAGE>


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

PART I  - FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

         Condensed Balance Sheet as of August 31, 2005 (unaudited).............3

         Condensed Statements of Operations for the Three Months Ended
         August 31, 2005 and 2004 (unaudited)..................................4

         Condensed Statements of Cash Flows for the Three Months Ended
         August 31, 2005 and 2004 (unaudited)..................................5

         Notes to Condensed Financial Statements (unaudited)...................6

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
         PLAN OF OPERATION....................................................11

      ITEM 3. CONTROLS AND PROCEDURES.........................................20

PART II - OTHER INFORMATION............................................ ......21

     ITEM 1.  LEGAL PROCEEDINGS...............................................21

     ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
             USE OF PROCEEDS..................................................21

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.................................21

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............21

     ITEM 5.  OTHER INFORMATION...............................................21

     ITEM 6.  EXHIBITS........................................................21

SIGNATURES....................................................................22




                                       2

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         CYBER MERCHANTS EXCHANGE, INC.
                             CONDENSED BALANCE SHEET

                                                            Aug. 31,
                                                              2005
                                                         ---------------

                                                          (Unaudited)
ASSETS

Current assets                                        $               -

Non current assets                                                    -
                                                         ---------------
Total assets
                                                      $               -
                                                         ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities                                   $               -

Commitments and contingencies

Stockholders' equity:
   Common stock, no par value; 40,000,000
     shares authorized; 1,014,880 shares
     issued and outstanding                                           -
   Retained earnings                                                  -
                                                         ---------------

Total stockholders' equity                                            -
                                                         ---------------

Total liabilities and stockholders' equity            $               -
                                                         ===============





            See accompanying notes to condensed financial statements




                                       3

<PAGE>



                         CYBER MERCHANTS EXCHANGE, INC.
                       CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                     Three Months Ended
                                                                         August 31
<S>                                                           <C>               <C>
                                                              ---------------------------------
                                                                  2005               2004
                                                              --------------    ---------------
                                                               (Unaudited)         (Unaudited)
Revenue                                                     $             -   $              -

Operating expense                                           $             -   $              -
                                                              --------------    ---------------

Net income                                                  $             -   $              -
                                                              ==============    ===============

Net income attributable to common stockholders per share:
   Basic                                                    $             -   $              -
                                                              ==============    ===============
   Diluted                                                  $             -   $              -
                                                              ==============    ===============

Weighted-average number of common shares outstanding-
   Basic and diluted                                              1,014,880            879,138
                                                              ==============    ===============

</TABLE>


            See accompanying notes to condensed financial statements.





                                       4


<PAGE>



                         CYBER MERCHANTS EXCHANGE, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                     Three Months Ended
                                                                         August 31
                                                              --------------------------------
                                                                  2005              2004
                                                              -------------     --------------
<S>                                                           <C>                <C>
                                                              (Unaudited)        (Unaudited)
Cash flows from operating activities:
   Net income                                               $            -   $              -
   Adjustments to reconcile net income to net cash
     provided by operating activities:
                                                              -------------     --------------

Net cash provided by operating activities                                -                  -
                                                              -------------     --------------

Cash flows from financing activities                                     -                  -
                                                              -------------     --------------

Cash flows from investing activities                                     -                  -
                                                              -------------     --------------

Net increase in cash                                                     -                  -

Cash, beginning of period                                                -                  -
                                                              -------------     --------------

Cash, end of period                                         $            -    $             -
                                                              =============     ==============

</TABLE>

            See accompanying notes to condensed financial statements





                                       5


<PAGE>




                         CYBER MERCHANTS EXCHANGE, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF REPORTING

Basis of Presentation

The accompanying  unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-QSB and Article 10 of Regulation S-B. Accordingly, they do not include all of
the  information  and  footnotes  required by  accounting  principles  generally
accepted in the United States of America for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
adjustments)  considered  necessary for fair  presentation  have been  included.
Operating  results  for the  three-month  period  ended  August 31, 2005 are not
necessarily  indicative  of the results that may be expected for the year ending
May 31, 2006.  For further  information,  refer to the financial  statements and
footnotes thereto included in the Company's annual report on Form 10-KSB for the
year ended May 31, 2005.

ORGANIZATION

Cyber Merchants Exchange ("C-Me" or the "Company") was incorporated in July 1996
under  the  laws  of  the  State  of  California.  In  July  1999,  C-Me  raised
approximately  $3.2 million  through its initial  public  offering.  On June 30,
2000,  the Company  raised an  additional  $6.3  million in a private  placement
offering  subscribed  by 30 high  net-worth  Chinese  investors.  The Company is
currently  listed on the Over The Counter  Bulletin Board under the symbol CMXG,
and is a fully reporting public company.

Based on the  reorganization  discussed  below, the Company has no operations at
August 31, 2005 and the  historical  operations  of the Company are not included
herein in accordance with the accounting treatment required due to the nature of
the reorganization. See Accounting Treatment section, below.

REORGANIZATION

The   shareholders   have  approved  a   reorganization   of  the  Company  (the
"Reorganization"), summarized as follows:

1.  The  Company  entered  into an  amended  and  restated  Securities  Purchase
Agreement ("SPA") with KI Equity Partners II, LLC ("KI Equity")  effective as of
August 25, 2005;

2. The Company issued a stock bonus to certain employees, officers and directors
of 120,862 shares of the Company's common stock, on a post-Reverse  Split basis,
effective May 31, 2005 (the "Stock Bonus");

3. The Company effected a one for eight and one-half  (1-for-8.5)  reverse stock
split of the Company  stock (the  "Reverse  Split")  with  special  treatment to
preserve round lot stockholders, effective July 18, 2005;



                                        6


<PAGE>


                         CYBER MERCHANTS EXCHANGE, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS


4. The Company transferred of all of its assets and liabilities (the "Transfer")
to ASAP Show Inc., a wholly owned subsidiary of the Company ("ASAP"),  effective
May  31,  2005  pursuant  to a  Transfer  and  Assumption  Agreement  ("Transfer
Agreement");

5. On August 25, 2005, the Company distributed  8,626,480 shares of common stock
of ASAP,  representing  all of the outstanding  shares of ASAP, to the Company's
shareholders   of  record  on  August  18,   2005  on  a  pro  rata  basis  (the
"Distribution"); and

6. The  Company  will issue  7,104,160  shares of common  stock to KI Equity for
$415,000  (the  "Investment"),   which  will  be  used  to  satisfy  any  unpaid
liabilities  that were assumed by ASAP as part of the  Transfer.  The closing of
the Investment is expected to occur on or about September 30, 2005.

The details of the transactions above are as follows:

Securities Purchase Agreement
-----------------------------

On November 19, 2004, the Company entered into a Securities  Purchase  Agreement
with Keating  Reverse  Merger Fund, LLC ("KRM Fund") and Frank Yuan, the current
Chairman  of the Board and  Chief  Executive  Officer  of the  Company  ("Yuan")
providing for the  investment by KRM Fund of $425,000 in the Company in exchange
for  7,000,000  shares of the Company's  common  stock.  The SPA was amended and
restated effective August 25, 2005 to, among other things, change the Investment
to  $415,000,  change the number of shares to be  purchased  to  7,104,160,  and
substitute KI Equity for KRM Fund.  The  Investment by KI Equity will be used to
satisfy certain  liabilities assumed by ASAP which remain unpaid at closing with
any remaining  funds being used to provide ASAP with working capital to grow its
trade show  business.  The  Reorganization  will allow the  shareholders  of the
Company to  participate  in the growth of the trade show  business  through  the
spin-off of ASAP,  which owns and operates the trade show  business (see below).
Following the  Reorganization and spin off of ASAP, the Company will be majority
owned by KI  Equity  and will  seek a  business  combination  with an  operating
company.

Stock Bonus
-----------

The Company issued 120,862 shares (on a post-Reverse Split basis) to certain key
employees and directors of the Company  effective May 31, 2005.  The Stock Bonus
was not subject to shareholder  approval.  The  individuals  receiving the Stock
Bonus  previously  had stock options in the Company which were cancelled as part
of the Stock Bonus and Reorganization.  In addition,  the Company terminated all
of its stock option plans,  and all outstanding  stock options were cancelled or
assumed by Yuan. In addition,  the employees  have not received any  significant
pay increases in recent years.  Directors have never been paid fees for services
on the Board.  The intent of the  issuance of the Stock  Bonus was to  partially
compensate these individuals for their significant  contributions to the Company
since  employees did not receive any  significant  pay increases in recent years
and outside directors were never paid for services on the Board.



                                       7

<PAGE>





                         CYBER MERCHANTS EXCHANGE, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS


Reverse Split
-------------

After  the  issuance  of the Stock  Bonus,  the  Company  had  8,500,000  shares
outstanding at May 31, 2005. The Company effected the one-for-eight and one-half
share Reverse Split on a record date of July 18, 2005.  The Reverse Split allows
for special treatment of certain  shareholders to preserve round lot (100 shares
or more)  shareholders,  which the Company believes will make it more attractive
for a subsequent business combination with an operating company. Under the terms
of the Reverse Split,  shareholders  holding between 100 and 850 shares received
100 shares after the Reverse  Split.  Shareholders  holding less than 100 common
shares were not affected by the Reverse Split. No special treatment was given to
shareholders  holding  more than 850 shares;  however,  they will receive a full
common share for any  fractional  share  interest  created by the Reverse Split.
Upon giving  effect to the Reverse  Split,  the  Company  has  1,014,880  shares
outstanding as of August 25, 2005.

ASAP Show, Inc.
---------------

The Company formed ASAP on December 1, 2004. ASAP was a wholly owned  subsidiary
of the Company prior to the Distribution (see below). The officers and directors
of ASAP are the same as the officers and directors of the Company.

As a condition of the Investment, the Company and ASAP entered into the Transfer
Agreement  effective  May 31, 2005 whereby all of the assets of the Company were
transferred  to ASAP  and all  liabilities,  obligations  and  contracts  of the
Company  (known and unknown,  fixed or contingent or otherwise)  were assumed by
ASAP ("Assumed Liabilities"). In exchange, the Company received 8,626,480 shares
of ASAP common  stock as the  initial  capitalization  of ASAP.  All third party
consents to the  assumption  of the  Company's  contracts by ASAP were  obtained
prior to closing of the SPA and the Investment.  ASAP and Frank Yuan have agreed
to  indemnify  and hold the  Company  harmless  from any loss,  costs or damages
incurred by the Company  with  respect to the  Assumed  Liabilities  ("Indemnity
Claims").  As  a  condition  of  the  Investment,   the  Company  must  have  no
liabilities,  obligations,  debts, contracts or agreements of any kind or nature
at closing.  At August 31,  2005,  the balance of the  Assumed  Liabilities  was
approximately $69,000 which amount has since been paid in full.

Since the Transfer, ASAP continues to focus on operating the trade show business
previously operated by the Company.  The Investment  contemplated as part of the
Reorganization  will be used to pay any  liabilities  of the  Company  that were
assumed by ASAP  under the  Transfer  Agreement  and  remain  unpaid.  ASAP will
continue  to operate  its trade  show  twice a year in Las Vegas,  four shows in
China,  and manage  Material World Global Pavilion in Miami, FL and New York. As
part of the Transfer Agreement, in addition to the Assumed Liabilities, ASAP has
assumed an $500,000  revolving  line of credit from Frank Yuan and his wife (the
"Yuan Line of  Credit")  as amended.  Frank Yuan and his wife  consented  to the
assumption  of the Yuan Line of Credit and released the Company from any and all
liabilities thereunder. The Yuan Line of Credit has an outstanding balance as of
August 31,  2005 of  $554,179,  including  accrued  interest  of  $9,179,  bears
interest  at 8% per annum,  and expires in February  2006.  After the  Transfer,
ASAP,  Frank  Yuan and his wife  agreed to  increase  the amount  available  for
borrowing  under Yuan Line of Credit to $800,000 and amend the maturity  date to
September 2006.



                                       8

<PAGE>



                         CYBER MERCHANTS EXCHANGE, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Distribution
------------

On August 25, 2005, the Company  distributed the 8,626,480 shares of ASAP to the
Company's  shareholders  of record on August 18,  2005 on a pro-rata  basis (see
below).

On or about  September 30, 2005, ASAP will file a Form 10-SB with the Securities
and  Exchange  Commission  (the "SEC") to register  the shares of ASAP's  common
stock under  Section  12(g) of the  Securities  Exchange Act of 1934, as amended
("Exchange Act"),  which will subject ASAP to the reporting  requirements of the
Exchange Act. The Distribution will be paid to U. S. Stock Transfer  Corporation
as depository agent for ASAP's shareholders. The ASAP shares will be held by the
depository  agent until such time as the Form 10-SB has become effective and all
comments  from  the SEC  have  been  cleared.  At that  time,  the  certificates
representing  ASAP shares will be  disbursed by the  depository  agent to ASAP's
shareholders.

The distribution will be taxable to the Company's shareholders.

Investment
----------

The closing of the  transactions  contemplated by the SPA and the Investment are
subject to  completion  of the  Distribution.  Pursuant to the  Investment,  the
Company will issue  7,104,160  shares of common stock to KI Equity for $415,000.
The proceeds of the  Investment  will be used to satisfy any unpaid  liabilities
that were assumed by ASAP as part of the Transfer and any other  liabilities  of
the Company,  and any remaining  funds will be transferred to ASAP, less $50,000
which the Company will hold in reserve for a period of six months  following the
closing of the SPA to satisfy any Indemnity  Claims.  The closing of the SPA and
the Investment is expected to occur on or about September 30, 2005.

Accounting Treatment
--------------------

The  Company  has  accounted  for the  Reorganization  as a reverse  spinoff  in
accordance  with the  Emerging  Issues  Task  Force  Issue No.  ("EITF")  02-11,
"ACCOUNTING  FOR REVERSE  SPINOFFS."  In a reverse  spinoff,  the legal  spinnee
(ASAP) is treated as though it were the spinnor for accounting purposes. Reverse
spinoff  accounting is  appropriate as the treatment of the legal spinnee as the
accounting  spinnor  results in the most accurate  depiction of the substance of
the  transaction  for  shareholders  and other users of the condensed  financial
statements.  Under this treatment,  the historical  financial  statements of the
Company  will be the  historical  financial  statements  of ASAP.  In making its
determination, the Company considered the following indicators, among others:

    o   the  accounting  spinnor  (legal  spinnee,  ASAP)  is  larger  than  the
        accounting spinnee (legal spinnor, C-ME);

    o   the fair value of the accounting spinnor (legal spinnee) is greater than
        that of the accounting spinnee (legal spinnor);

    o   the accounting  spinnor (legal spinnee) retains the senior management of
        the formerly combined entity; and

    o   the accounting spinnor (legal spinnee) retains senior management.



                                       9

<PAGE>


                         CYBER MERCHANTS EXCHANGE, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS

NOTE 2 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. The Company has no current operations.
The Company's success is dependent upon numerous items, certain of which are the
successful   acquisition  or  merger  with  a  profitable   operating   company.
Unanticipated  problems,  expenses,  and delays are  frequently  encountered  in
negotiating  business mergers and  acquisitions.  No assurance can be given that
the Company will successfully merge or acquire a profitable company.

The only foreseeable cash requirements during the next twelve months will relate
to  maintaining  the corporate  entity,  complying  with the periodic  reporting
requirements of the U.S.  Securities and Exchange  Commission and evaluating and
reviewing possible business ventures and  opportunities.  In order to meet these
cash requirements,  the Company will have to raise funds through the issuance of
debt and/or equity securities.  If new capital is required,  the Company may not
be able to raise  it; or the terms of such  funds may not be  acceptable  to the
Company.

NOTE 3 - REVERSE STOCK SPLIT

On July 18, 2005, the Company effected a one for eight and one-half  (1-for-8.5)
reverse stock split of its outstanding  common stock. All information  regarding
common  stock,  stock  options,  warrants and related per share amounts has been
restated  within these  condensed  financial  statements  to reflect the reverse
stock split.  In connection  with the reverse  split,  the Company issued 14,880
shares for fractional  shares and round lots, which are reflected as an issuance
of shares in fiscal 2005.



                                       10

<PAGE>


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

The following discussion of the financial condition and results of operations of
the Company should be read in conjunction with the financial  statements and the
related notes thereto included  elsewhere in this quarterly report for the three
months  ended  August  31,  2005.  This  quarterly   report   contains   certain
forward-looking  statements  and the Company's  future  operating  results could
differ materially from those discussed herein.  Certain statements  contained in
this Report,  including,  without  limitation,  statements  containing the words
"believes,"  "anticipates," "expects" and the like, constitute  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
Such forward-looking  statements involve known and unknown risks,  uncertainties
and  other  factors  which  may  cause  the  actual   results,   performance  or
achievements of the Company to be materially  different from any future results,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements.  These  factors are  discussed  in more  detail in the Risk  Factors
section of the Company's  Annual Report on Form 10-KSB for the fiscal year ended
May 31, 2005.  Given these  uncertainties,  readers are  cautioned  not to place
undue reliance on such  forward-looking  statements.  The Company  disclaims any
obligation to update any such factors or to announce publicly the results of any
revisions  of  the  forward-looking  statements  contained  or  incorporated  by
reference herein to reflect future events or developments.

STATUS OF OPERATIONS

Background
----------

Cyber Merchants Exchange ("C-Me" or the "Company") was incorporated in July 1996
under  the  laws  of  the  State  of  California.  In  July  1999,  C-Me  raised
approximately  $3.2 million  through its initial  public  offering.  On June 30,
2000,  the Company  raised an  additional  $6.3  million in a private  placement
offering  subscribed  by 30 high  net-worth  Chinese  investors.  The Company is
currently  listed on the Over The Counter  Bulletin Board under the symbol CMXG,
and is a fully reporting public company.

Based on the  reorganization  discussed  below and in the notes to the financial
statements,  the Company has no operations at August 31, 2005 and the historical
operations of the Company are not included  herein in accordance with the nature
of the reorganization and related accounting treatment.

REORGANIZATION

The   shareholders   have  approved  a   reorganization   of  the  Company  (the
"Reorganization"), summarized as follows:

1.  The  Company  entered  into an  amended  and  restated  Securities  Purchase
Agreement with KI Equity Partners II, LLC effective as of August 25, 2005;

2. The Company issued a stock bonus to current employees, officers and directors
of 120,862 shares of the Company's common stock, on a post-Reverse  Split basis,
effective May 31, 2005;

3. The Company effected a one for eight and one-half  (1-for-8.5)  reverse stock
split of the  Company  stock  with  special  treatment  to  preserve  round  lot
stockholders, effective July 18, 2005;

4. The Company  transferred  of all of its assets and  liabilities  to ASAP Show
Inc., a wholly owned subsidiary of the Company,  effective May 31, 2005 pursuant
to a Transfer and Assumption Agreement;



                                       11

<PAGE>


5. On August 25, 2005, the Company distributed  8,626,480 shares of common stock
of ASAP,  representing  all of the outstanding  shares of ASAP, to the Company's
shareholders of record on August 18, 2005 on a pro rata basis.  The Distribution
will be paid to U.S. Stock Transfer  Corporation as depository  agent for ASAP's
shareholders.  The ASAP shares will be held by the  depository  agent until such
time as the Form 10-SB has become  effective  and all comments from the SEC have
been cleared, and

6. The  Company  will issue  7,104,160  shares of common  stock to KI Equity for
$415,000, which will be used to satisfy liabilities that were assumed by ASAP as
part of the Transfer  and remain  unpaid at the closing of the  Investment.  Any
remaining proceeds of the Investment will be paid to ASAP.

LIQUIDITY AND CAPITAL RESOURCES

The only foreseeable cash requirements during the next twelve months will relate
to  maintaining  the corporate  entity,  complying  with the periodic  reporting
requirements of the U.S.  Securities and Exchange  Commission and evaluating and
reviewing possible business ventures and  opportunities.  In order to meet these
cash requirements,  the Company will have to raise funds through the issuance of
debt and/or equity securities.  If new capital is required,  the Company may not
be able to raise  it; or the terms of such  funds may not be  acceptable  to the
Company.

GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. The Company has no current operations.
The Company's success is dependent upon numerous items, certain of which are the
successful   acquisition  or  merger  with  a  profitable   operating   company.
Unanticipated  problems,  expenses,  and delays are  frequently  encountered  in
negotiating  business mergers and  acquisitions.  No assurance can be given that
the Company will successfully merge or acquire a profitable company.

PLAN OF OPERATIONS

The  Company  plans to pursue  and  negotiate  a business  combination  or other
strategic  transaction.  Ultimately,  the continuation of the Company as a going
concern is dependent upon the  establishment of profitable  operations.  Because
the  achievement of these plans in dependent on future  events,  there can be no
assurance that future profitable operations will occur as planned.

Risk Factors
------------

An investment in our common stock involves  investment risks and the possibility
of the loss of an investor's entire  investment.  A prospective  investor should
evaluate  all  information  about us and the  risk  factors  discussed  below in
relation to his financial circumstances before investing in us.


        1.  NO  CURRENT  OPERATING  BUSINESS.  We  currently  have  no  relevant
operating business,  revenues from operations or assets. Our business plan is to
seek a merger or business combination with an operating business. We face all of
the risks inherent in the  investigation,  acquisition,  or involvement in a new
business  opportunity.  An investor's  purchase of any of our securities must be



                                       12

<PAGE>


regarded as placing funds at a high risk in a new or "start-up" venture with all
of the unforeseen  costs,  expenses,  problems,  and  difficulties to which such
ventures are subject.

        2. NO ASSURANCE OF SUCCESS OR PROFITABILITY.  There is no assurance that
we will  acquire a suitable  and  favorable  business  opportunity  in a reverse
merger  transaction.  In  addition,  even if we become  involved  in a  business
opportunity,  there is no assurance  that the business we acquire will  generate
revenues or profits,  or that the value of our common  stock will  increase as a
result of the acquired business opportunity.

        3. POSSIBLE  BUSINESS - NOT  IDENTIFIED  AND HIGHLY  RISKY.  We have not
identified and have no commitments to enter into or acquire a specific  business
opportunity and therefore we can disclose the risks and hazards of a business or
opportunity  that we acquire only in a general  manner,  and cannot disclose the
risks and  hazards of any  specific  business or other  opportunity  that we may
enter into. An investor can expect a potential business  opportunity to be quite
risky.  Our  acquisition of or  participation  in a business  opportunity  could
result in a total loss to our investors and  stockholders if the target business
is  unsuccessful.  Further,  any  investment  in us may  continue  to be  highly
illiquid.

        4. TYPE OF BUSINESS ACQUIRED.  The type of business that may be acquired
is not identified. Therefore, our investors and stockholders have to rely on our
management  to  determine  which  target  business  to  pursue.   There  are  no
controlling  parameters  of the business to be  acquired.  Thus,  ultimately  an
investment will depend on the target business and therefore investors in us will
be  subject  to all the  risks  that  would be  associated  with  that  selected
business.  Our  management may have the right to approve and authorize a reverse
merger  transaction  with a target  company  without  obtaining  the vote of the
majority of our stockholders.

        5. IMPRACTICABILITY OF EXHAUSTIVE  INVESTIGATION.  We have limited funds
and lack full-time management which will likely make it impracticable to conduct
a complete and exhaustive  investigation and analysis of a business  opportunity
before we commit our  limited  capital and other  resources  to acquire a target
business. Management decisions,  therefore, likely will be made without detailed
feasibility studies,  independent analysis,  market surveys, and the like which,
if we  had  more  funds  available  to  us,  would  be  desirable.  We  will  be
particularly  dependent in making  decisions  upon  information  provided by the
promoter,  owner,  sponsor,  or others associated with the business  opportunity
seeking to be acquired by us.

        6. LACK OF DIVERSIFICATION.  Because of our limited financial resources,
it is unlikely that we will be able to diversify our acquisitions or operations.
The inability to diversify our  activities  into more than one area will subject
our  investors and  stockholders  to economic  fluctuations  within a particular
business  or industry  and  therefore  increase  the risks  associated  with the
investment.  We only intend to acquire a single  business  opportunity  and thus
your investment will lack diversification.

        7.  POSSIBLE  RELIANCE  UPON  UNAUDITED  FINANCIAL  STATEMENTS.  We will
require audited  financial  statements from target  companies that we propose to
acquire.  No assurance can be given,  however,  that audited  financials will be
available  at the  closing of the  reverse  merger  transaction.  In cases where
audited  financials  are  unavailable,  we  will  have to  rely  upon  unaudited
information  received  from  target  companies'  management  that  has not  been
verified by outside auditors. We, at the time of acquisition, will be subject to
the reporting provisions of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and thus will be required to furnish certain  information about
significant  acquisitions,   including  audited  financial  statements  for  any
business that the shell company acquires.  Consequently,  acquisition  prospects
that do not have or are unable to obtain the required audited statements may not



                                       13

<PAGE>


be  appropriate  for  acquisition so long as the reporting  requirements  of the
Exchange  Act are  applicable.  But, in cases where we have  completed a reverse
merger  transaction  in reliance on unaudited  financial  statements and audited
statements  cannot  subsequently  be  obtained,  the  continued  ability  of the
post-transaction company to remain a reporting company and publicly trading will
be in jeopardy and may significantly reduce the value of your investment.

        8. INVESTMENT COMPANY REGULATION.  We do not intend to become classified
as an  "investment  company"  under  the  Investment  Company  Act of 1940  (the
"Investment  Act").  We believe  that we will not become  subject to  regulation
under the  Investment  Act because (i) we will not be engaged in the business of
investing or trading in securities,  and (ii) any  acquisition  undertaken  will
result in the target company  obtaining a majority  interest in us. Should there
be  a  requirement  to  register  as  an  investment  company,  it  would  cause
significant  registration and compliance  costs. Any violation of the Investment
Act will subject us to materially adverse consequences. Should the SEC find that
we are  subject  to  the  Investment  Act,  and  order  registration  under  the
Investment  Act,  we would  resist  such  finding  and take  steps to avoid such
registration.  Irrespective  of  whether  the SEC or we were to  prevail in such
dispute about whether or not we are an investment company,  however, the damages
and delays would be costly.

        9. OTHER  REGULATION.  Any  acquisition  made by us may be of a business
that is  subject  to  regulation  or  licensing  by  federal,  state,  or  local
authorities. Foreign companies may also be considered, and be subject to similar
business  regulations  as are  applicable  in the United  States and also may be
subject to limitations on ownership by foreign persons and entities.  Compliance
with such  regulations  and  licensing  can be expected to be a  time-consuming,
expensive process and may limit our other investment opportunities. We intend to
pursue potential business  opportunities in foreign countries,  including China,
and as such,  such  opportunities  will be subject to foreign  country  laws and
regulations   affecting  foreign  investment,   business  operations,   currency
exchange, repatriation of profits, and taxation, which will increase the risk of
your investment.

        10.  DEPENDENCE UPON MANAGEMENT.  We will be heavily  dependent upon the
skills, talents, and abilities of our management to implement our business plan.
Our management  may devote limited time to our affairs,  which may be inadequate
for our  business,  and may delay the  acquisition  of any business  opportunity
considered.   Furthermore,   management   has  little   experience  in  seeking,
investigating,  and  acquiring  businesses  and will  depend  upon  its  limited
business  knowledge in making decisions  regarding our acquisition of a business
opportunity.  Because  investors  will not be able to  evaluate  the  merits  of
possible  business  acquisitions  by  us,  they  should  critically  assess  the
information concerning the management.

        11.  DEPENDENCE  UPON  OUTSIDE  ADVISORS.  To  supplement  the  business
experience of management,  we may be required to employ  accountants,  technical
experts, appraisers,  attorneys, or other consultants or advisors. Some of these
outside  advisors  may be our  affiliates  or  their  affiliated  entities.  The
selection of any such advisors will be made by our management  without any input
from stockholders.

        12. CONFLICTS OF INTEREST.  Our management has other business  interests
to which they will devote primary attention. As a result,  conflicts of interest
may arise  that can be  resolved  only  through  the  exercise  by them of their
judgment as may be consistent with their fiduciary  duties.  Our management will
try to resolve  conflicts to the best advantage of all concerned,  but there may
be times  when an  acquisition  opportunity  is given to  another  entity to the
disadvantage of our stockholders and for which there will be no recourse.



                                       14

<PAGE>


        13.  NEED FOR  ADDITIONAL  FINANCING.  In all  likelihood  we will  need
additional  funds  to  take  advantage  of any  available  acquisition  business
opportunity.  Even if we were to obtain  sufficient funds to acquire an interest
in a business  opportunity,  we may not have sufficient capital to fully exploit
the  opportunity.  Our  ultimate  success  will depend upon our ability to raise
additional  capital  at  the  time  of  the  acquisition  and  thereafter.  When
additional  capital may be needed,  there can be no assurance that funds will be
available  from any  source  or,  if  available,  that they can be  obtained  on
acceptable terms.

        14. BORROWING TRANSACTIONS.  There is a possibility that any acquisition
of a business opportunity by us will require borrowing against the assets of the
business opportunity to be acquired, or against the projected future revenues or
profits of the business  opportunity.  This leverage could increase our exposure
to larger losses.  There is no assurance that any business  opportunity acquired
through  borrowing and leverage will generate  sufficient  revenues to cover the
related debt and expenses.

        15. NO FORESEEABLE DIVIDENDS.  We do not intend to pay any dividends. We
do not  foresee  making any cash  distributions  in the manner of a dividend  or
otherwise.

        16. LOSS OF CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS. It is likely
that any acquisition of an operating  company will result in a change in control
of the then current  directors,  officers and the stockholders.  Therefore,  our
management  prior to the  acquisition  will be  changed  to those of the  target
company and its  stockholders,  who will then control the combined  company.  At
that time, our  stockholders  will be at investment risk for the decisions about
the  business by persons that they may not know or have any ability to influence
through a board seat or by the voting mechanism of stockholders.

        17. DILUTIVE EFFECTS OF ISSUING  ADDITIONAL COMMON STOCK. In any reverse
merger transaction,  for tax reasons and management  reasons,  the owners of the
target  company  will be issued a large  number of shares of common  stock which
will dilute the ownership interest of our current stockholders.  In addition, at
the time of the reverse merger,  it will be likely that there will be additional
authorized  but  unissued  shares  that  may be  later  issued  by the  then new
management for any purpose without the consent or vote of the stockholders.  The
acquisition  issuance and  additional  issuances  that may occur will dilute the
interests of our stockholders after the reverse merger transaction.

        18.  THINLY-TRADED  PUBLIC MARKET.  Our  securities  will be very thinly
traded,  and the  price if traded  may not  reflect  the  value of the  company.
Moreover,  there may be a reverse  split of the shares which may not reflect the
value of the company  either.  There can be no  assurance  that there will be an
active market for our shares either now or after we complete the reverse merger.
The market  liquidity  will be  dependant  on the  perception  of the  operating
business  and any steps that its  management  might take to bring the company to
the awareness of investors.  There can be no assurance  given that there will be
any  awareness  generated.  Consequently  investors may not be able to liquidate
their  investment  or  liquidate  it at a price that  reflects  the value of the
business.  If a more  active  market  should  develop,  the  price may be highly
volatile.  Because there may be a low price for our  securities,  many brokerage
firms may not be willing to effect  transactions in the  securities.  Even if an
investor finds a broker willing to effect a transaction in the  securities,  the
combination  of brokerage  commissions,  transfer fees,  taxes,  if any, and any
other  selling  costs may  exceed  the  selling  price.  Further,  many  lending
institutions  will not permit the use of such  securities as collateral  for any
loans.

        19.  POSSIBLE  RULE 144 SALES.  The  majority  of our  shares  currently
outstanding are "restricted securities" within the meaning of Rule 144 under the
Securities  Act of 1933,  as amended (the "Act").  As restricted  shares,  these
shares may be resold only  pursuant to an  effective  registration  statement or
under  the  requirements  of  Rule  144  or  other  applicable   exemption  from



                                       15

<PAGE>


registration  under the Act and as required under  applicable  state  securities
laws.  Rule  144  provides  in  essence  that a person  who has held  restricted
securities  for a period of one year may, under certain  conditions,  sell every
three months, in brokerage transactions, a number of shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
non-affiliate after the restricted  securities have been held by the owner for a
period of two years. Current stockholders who own 10% or more of our shares will
likely be deemed an affiliate  until 90 days after a reverse merger is completed
with a target company.  After such 90-day period,  and assuming said shares have
been held for more than two years,  these stockholders may be able to sell their
shares  without  volume  restrictions.  A sale under Rule 144 or under any other
exemption from the Act, if available, or pursuant to subsequent registrations of
our  shares,  may have a  depressive  effect upon the price of our shares in any
market that may develop.

General Business Plan
---------------------

Our plan of  operation  is to seek a target  company  with  which to merge or to
complete a business  combination.  In any transaction,  we will be the surviving
entity, and our stockholders will retain a percentage  ownership interest in the
post-transaction  company.  The amount of the retained  equity  ownership by our
stockholders will be negotiated by our management and the target company. We may
also be required to pay cash and/or  equity fees to third parties that advise us
in connection with the merger or business combination, commonly refereed to as a
reverse merger.

Typically in connection with the reverse merger transaction involving us and the
target company, there will be a capital funding event for the target business on
a combined basis either at the time of the reverse merger or shortly thereafter.
This may be a  private  placement  by either us or the  target  company,  if the
funding event is contingent on the closing of the reverse merger. If the funding
event is after  the  reverse  merger,  it will  likely be a public  offering  or
private  placement  of our  securities.  It will  often  be the  case  that  the
liquidity  opportunity for our existing stockholders will be tied to the ability
of the old and new investors of the target  enterprise to have  liquidity in the
market for their financial investment.  Therefore,  our stockholders may have to
continue to hold their  investment or may face competition in being able to sell
their shares in the  post-transaction  business in the public market,  which may
depress the price for such a volume of securities.

We will not restrict our search to any specific business, industry or geographic
location,  and we may participate in a business venture of virtually any kind or
nature.  This  discussion  of our plan for  acquiring an  operating  business is
purposefully  general,  and it is not meant to be  restrictive  of the virtually
unlimited   discretion  to  search  for  and  enter  into   potential   business
opportunities.  We anticipate  that we will be able to  participate  in only one
potential  business venture because of our nominal assets and limited  financial
resources.



                                       16

<PAGE>


We may seek a business  opportunity with entities which have recently  commenced
operations,  or that desire to utilize the public  marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate  purposes.  We may acquire assets
and  establish  wholly  owned  subsidiaries  in  various  businesses  or acquire
existing businesses as subsidiaries.

We expect  that the  selection  of a business  opportunity  will be complex  and
risky. Due to general economic  conditions,  rapid technological  advances being
made in some  industries  and  shortages of available  capital,  we believe that
there are  numerous  potential  targets  with  either  sound  business  ideas or
operations  seeking the benefits of a shell  company that has complied  with the
federal  reporting  requirements for public  companies and is publicly  trading.
Such  benefits  may  include  facilitating  or  improving  the  terms  on  which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all stockholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely  difficult and complex.  We have,  and will continue to have,  limited
capital  with which to provide  the owners of  business  opportunities  with any
significant cash or other assets. We will,  however,  be able to offer owners of
target candidates the opportunity to acquire a controlling ownership interest in
an  issuer  who has  complied  with the  reporting  requirements  under  federal
securities  laws  without  incurring  the cost and time  required  to conduct an
initial public offering.

The analysis of new business  opportunities  will be undertaken by, or under the
supervision of, our management who will likely engage outside advisors to assist
us in this analysis. Some of these outside advisors may be affiliates of ours or
their affiliated entities.  We intend to concentrate on identifying  preliminary
prospective business opportunities which may be brought to our attention through
present  associations  of our officers and  directors,  or by our  advisors.  In
analyzing prospective business  opportunities,  we will consider such matters as
(i)  available  technical,  financial  and  managerial  resources;  (ii) working
capital and other financial requirements;  (iii) history of operations,  if any,
and prospects for the future;  (iv) nature of present and expected  competition;
(v) quality,  experience  and depth of management  services;  (vi) potential for
further  research,  development or exploration;  (vii) specific risk factors not
now foreseeable but that may be anticipated to impact the proposed activities of
the company;  (viii)  potential  for growth or  expansion;  (ix)  potential  for
profit; (x) public  recognition and acceptance of products,  services or trades;
(xi) name identification;  and (xii) other factors that we consider relevant. As
part of our investigation of the business opportunity, we or our advisors expect
to meet personally with or interview management and key personnel.

We may also have to compensate certain advisors,  finders and investment banking
firms for services  rendered in  connection  with the  identification  of target
operating  companies and the negotiation and completion of the transaction.  Due
to  our  limited  resources,  it  is  expect  that  all  or a  portion  of  this
compensation  will be in the form of our common  stock or from cash  provided by
the target company or the funding event. Additional issuance of our common stock
will  have a  further  dilutive  effect on the  percentage  of  shares  held our
stockholders.

We will not  acquire  or merge  with any  company  for which  audited  financial
statements  cannot be obtained within a reasonable  period of time after closing
of the proposed transaction.



                                       17

<PAGE>


Acquisition Opportunities
-------------------------

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement with another company or entity. We may also acquire stock or assets of
an existing business. Our management may have the right to approve and authorize
a reverse merger transaction with a target company without obtaining the vote of
the majority of our stockholders. Further, upon consummation of a reverse merger
transaction, it is probable that our present management and stockholders will no
longer be in control of us. In addition, our management, as part of the terms of
the reverse merger transaction,  may resign and may be replaced by new directors
without a vote of our  stockholders.  Any and all sales of shares of our  common
stock may only be made in  compliance  with the  securities  laws of the  United
States and any applicable state.

It is anticipated  that certain  securities  issued by us in connection with the
reverse  merger would be issued in reliance upon  exemptions  from  registration
under application federal and state securities laws. In some circumstances, as a
negotiated element of the reverse merger transaction,  we will be asked to agree
to register all or a part of such securities  immediately  after the transaction
is consummated or at specified times thereafter. In such a case, we will attempt
to negotiate the registration of some or all of our current  outstanding  shares
which are  restricted,  but there is no guarantee that this will be accomplished
or,  if  accomplished,   that  the  registration   rights  identical.   If  such
registration  occurs, it will be undertaken by the surviving entity after it has
successfully  consummated  a  reverse  merger  and is no  longer  considered  an
inactive  company.  The issuance of substantial  additional  securities by us in
connection  with the reverse  merger and their  potential  sale into any trading
market which may develop in our securities  may have a depressive  effect on the
value of our securities in the future. There is no assurance that such a trading
market will develop.

While the actual terms of a reverse merger transaction  cannot be predicted,  it
is expected that the parties to any business  transaction will find it desirable
to avoid the  creation of a taxable  event and thereby  structure  the  business
transaction in a so-called "tax-free" reorganization under Sections 368(a)(1) or
351 of the  Internal  Revenue  Code (the  "Code").  In order to obtain  tax-free
treatment  under the Code,  it may be  necessary  for the owners of the acquired
business to own 80 percent or more of the voting stock of the surviving  entity.
In such event, the equity interest retained by our current stockholders would be
less than 20  percent  of the issued  and  outstanding  shares of the  surviving
entity. This would result in significant dilution in the equity interests of our
stockholders.

In addition to the tax considerations  discussed above, it is likely that in any
reverse merger,  and depending upon,  among other things,  the target  company's
assets and  liabilities,  the equity  interests  of our  stockholders  after the
transaction  will be a small  percentage of the  post-transaction  company.  The
percentage  ownership  may be subject to  significant  reduction in the event we
acquire a target company with significant assets and expectations of growth.

We will  participate in a business  opportunity  only after the  negotiation and
execution  of  appropriate  written  agreements.   Although  the  terms  of  the
acquisition  agreements cannot be predicted,  generally such agreements will (i)
require  specific  representations  and  warranties by all of the parties;  (ii)
specify certain events of default and remedies therefore; (iii) detail the terms
of closing and the  conditions  which must be  satisfied  by each of the parties
prior to and after closing; (iv) outline the manner of bearing costs,  including
costs   associated   with  our   attorneys  and   accountants;   (v)  set  forth
indemnification provisions; and (vi) include miscellaneous other terms.



                                       18

<PAGE>


As stated  above,  we will not  acquire or merge with any  entity  which  cannot
provide independent  audited financial  statements within a reasonable period of
time after closing of the proposed  transaction.  Included in these requirements
is the affirmative duty to file independent audited financial statements as part
of a  Current  Report  on Form  8-K,  required  to be  filed  with  the SEC upon
consummation of a merger or acquisition, as well as audited financial statements
included in an Annual Report on Form 10-K (or Form 10-KSB,  as  applicable).  If
such audited financial  statements are not available at closing,  or within time
parameters necessary to assure compliance with the reporting  requirements under
federal securities laws, or if the audited financial  statements provided do not
conform to the  representations  made by the  business to be  acquired,  we will
attempt to negotiate a provision in the definitive closing documents to void the
transaction.  However,  there  is no  guarantee  that we will be  successful  in
including  such a provision  and,  in such case,  the  continued  ability of the
post-transaction  company to remain a reporting company and publicly trading may
be in jeopardy.

Competition
-----------

We are an insignificant  participant among the firms which engage in the reverse
merger of shell companies into an operating business. There are many established
venture capital and financial concerns that have significantly greater financial
and personnel  resources and  technical  expertise  than we have. In view of our
limited  financial  resources  and  limited  management  availability,  we  will
continue  to  be at a  significant  competitive  disadvantage  compared  to  our
competitors.  As a result,  we may not be able to find suitable target companies
with which to complete a reverse merger transaction.






                                       19

<PAGE>


ITEM 3.   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The  management of the Company  including  Mr. Frank S. Yuan as Chief  Executive
Officer and as Chief Financial  Officer have evaluated the Company's  disclosure
controls and procedures. Under rules promulgated by the SEC, disclosure controls
and procedures are defined as those  "controls or other  procedures of an issuer
that are  designed to ensure that  information  required to be  disclosed by the
issuer  in the  reports  filed or  submitted  by it under  the  Exchange  Act is
recorded, processed,  summarized and reported, within the time periods specified
in the  Commission's  rules and forms." Based on the evaluation of the Company's
disclosure  controls and  procedures,  it was determined  that such controls and
procedures  were  effective as of August 31, 2005, the date of the conclusion of
the evaluation.

Further,  there were no significant changes in the internal controls or in other
factors that could  significantly  affect these  controls after August 31, 2005,
the  date  of the  conclusion  of the  evaluation  of  disclosure  controls  and
procedures.

Limitations On the Effectiveness of Internal Control
----------------------------------------------------

        Our  management,  including the CEO, does not expect that our disclosure
controls and procedures or our internal  control over  financial  reporting will
necessarily  prevent all fraud and material errors.  An internal control system,
no matter how well  conceived and  operated,  can provide only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints,  and the benefits of controls must be considered  relative to their
costs.  Because of the inherent  limitations on all internal control systems, no
evaluation of controls can provide  absolute  assurance  that all control issues
and instances of fraud,  if any,  within the Company have been  detected.  These
inherent limitations include the realities that judgments in decision-making can
be faulty,  and that  breakdowns  can occur  because of simple error or mistake.
Additionally,  controls  can be  circumvented  by the  individual  acts  of some
persons,  by collusion of two or more people,  and/or by management  override of
the control.  The design of any system of internal control is also based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance  that any design will  succeed in achieving  its stated goals under
all  potential  future  conditions.  Over time,  controls may become  inadequate
because of changes in  circumstances,  and/or the degree of compliance  with the
policies and procedures may deteriorate.  Because of the inherent limitations in
a cost effective internal control system,  financial reporting misstatements due
to error or fraud may occur and not be detected on a timely basis.







                                       20

<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

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

See Form 8-K filed August 18, 2005 reporting the sale of unregistered securities
in connection with the Stock Bonus.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. Exhibits and Reports on Form 8-K

        (a) Exhibits

                31.1 and 31.2 -  Certification  of Chief  Executive  Officer and
                Chief   Financial   and   Accounting   Officer  of  the  Company
                Accompanying  Periodic  Reports  pursuant  to Section 302 of the
                Sarbanes-Oxley Act of 2002 (as filed herewith).


                32.1 and 32.2 -  Certification  of Chief  Executive  Officer and
                Chief Financial and Accounting  Officer of the Company  pursuant
                to  Section  906 of the  Sarbanes-Oxley  Act of 2002  (as  filed
                herewith).

        (b) Reports on Form 8-K filed  during the  quarterly  period  covered by
            this Report

                Form 8-K filed August 18, 2005 - Item 3.03

                Form 8-K filed August 26, 2005 - Items 1.01 and 9.01







                                       21

<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


CYBER MERCHANTS EXCHANGE, INC. d.b.a. C-ME.com (Registrant)

Date: 09/29/2005                /s/ Frank S. Yuan
----------------------          ------------------------------------------------
                                Frank S. Yuan, Chairman, Chief Executive Officer