UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-QSB/A   XQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005  ___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____   DIGITAL NETWORK ALLIANCE INTERNATIONAL, INC. (Name of small business in its charter)  Delaware0-5000252-2175896(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)15/F East Wing
Sincere Insurance Building
6 Hennessy Road, Wanchai
Hong Kong(Address of Principal Executive Office) Issuer's telephone number:  (239) 598-2300  Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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....  Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No .X  Applicable only to issuers involved in bankruptcy proceedings during the past five years.  Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.  Yes...  No.....  Applicable only to corporate issuers  State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date. At March 31, 2005, the following shares were outstanding: 11,100,000.  Transitional Small Business Disclosure Format (Check one):  Yes...     No X    - 1 -     EXPLANATORY NOTE  We are filing this Form 10-QSB/A for the period ended March 31, 2005, to reflect a revision in our internal controls and procedures.  Any items included in the original report on Form 10-QSB for the period ended March 31, 2005, that are not included herein, are not amended and remain in effect as of the date of the original filing thereof.  Additionally, this Form 10-QSB does not purport to provide a general update or discussion of any other developments subsequent to the original filing.  The filing of this Form 10-QSB/A shall not be deemed to be an admission that the original filing, when made, included any untrue statement of material fact or omitted to state a material fact necessary to make a statement contained therein not misleading.  PART 1 - FINANCIAL INFORMATION   ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS  (a) The restated unaudited financial statements of registrant for the three months ended March 31, 2005, follow.  The financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented.         - 2 -         DIGITAL NETWORK ALLIANCE INTERNATIONAL, INC.     RESTATED UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS     FOR THE THREE MONTHS ENDED MARCH 31, 2005                - 3 -         CONTENTS          PAGESConsolidated balance sheets5Consolidated statements of operations6Consolidated statements of cash flows8Notes to unaudited consolidated financial statements9            - 4 -      DIGITAL NETWORK ALLIANCE INTERNATIONAL, INC.CONSOLIDATED BALANCE SHEETS31-Mar-0531-Dec-04(Unaudited)Audited(restated)USDUSDASSETSCurrent assetsCash and cash equivalents$              24,780$               71,343Trade accounts receivable925,084151,400Stock subscription receivable0100,000Installation in progress350,0000Prepaid expenses and other assets39,149105,666Total current assets1,339,013428,409Plant and equipment, net31,60334,094Total assets$          1,370,616$             462,503LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current liabilitiesTrade accounts payable$              746,748$              236,292Accrued expenses5,37844,141Deposits90,54981,994Shareholders' loans11,7790Deferred revenue500,0000Current portion of long-term debt4,5734,573Total current liabilities1,359,027367,000Long-term debt, less current portion1,9663,109Stockholders' EquityCommon stock - Par value $.001; authorized 200,000,000shares authorized, 11,100,000 sharesissued and outstanding11,10011,100Additional paid in capital2,282,1402,282,140Retained deficit(2,284,255)(2,201,484)Accumulated other comprehensive income638638Total Stockholders' Equity9,62392,394Total Liabilities and Stockholders' Equity$           1,370,616$              462,503 See the accompanying notes to the unaudited consolidated financial statements  - 5 -      DIGITAL NETWORK ALLIANCE INTERNATIONAL, INC.STATEMENT OF OPERATIONS (UNAUDITED)Three months ended March 31,20052004(Unaudited)(Unaudited)(restated)USDUSDSales revenues$                 604,454$        322,408Cost of goods sold546,546302,688Gross profit57,90819,720General and administrative expenses145,28076,626Net operating loss(87,372)(56,906)Other incomeInterest expense(121)(924)Other4,7221,641Total other income4,601717Net loss before income tax(82,771)(56,189)Provision for income taxes--Net loss$                  (82,771)$   (56,189)Net loss per common stock$                 (0.00746)$   (0.00617)Weighted average common stock outstanding11,100,0009,100,000    See the accompanying notes to the unaudited consolidated financial statements  - 6 -      DIGITAL NETWORK ALLIANCE INTERNATIONAL. INC.STATEMENTS OF CASH FLOWS (UNAUDITED)Three months ended March 31,20052004(Unaudited)(Unaudited)USDUSDOperating activities:Net loss$                  (82,771)$                   (56,189)Adjustments to reconcile net loss to net cash usedin operating activities:Depreciation, depletion and amortization4,110107Change in operating assets and liabilitiesTrade accounts receivable(773,684)(39,875)Prepaid expenses and other assets66,51783,466Stock subscription receivables100,0000Installation in progress(350,000)0Trade accounts payable510,456(8,069)Accrued expenses(38,763)(11,010)Deposits8,5553,950Deferred revenue500,000Net cash used in operating activities(55,580)(27,620)Investing activities:Capital expenditures, including:Purchase of plant and equipment, net(1,619)(2,789)Net cash used in investing activities(1,619)(2,789)Financing activities:Proceeds from shareholders' loans11,7791,980Repayment from long-term debt(1,143)(338)Net cash provided by financing activities10,6361,642Net change in cash and cash equivalents(46,563)(28,767)Cash and cash equivalents, beginning of period71,34364,523Cash and cash equivalent, end of period$                     24,780$                     35,756  - 7 -      Cash paid for interest$                        241$                          241Cash paid for income taxes$                           0$                              0                     See the accompanying notes to the unaudited consolidated financial statements  - 8 -     DIGITAL NETWORK ALLIANCE INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   NATURE OF OPERATIONS  1. Digital Network Alliance International, Inc. (the Company) was incorporated on August 20, 1997 in the State of Delaware as Sheffield Products, Inc. On August 13, 2004 the Company acquired all of the outstanding stock of Digital Network Alliance Holdings (BVI) Inc., a British Virgin Islands Corporation (Digital BVI) in exchange for stock of the Company. On November 30, 2004 the Company changed its name to Digital Network Alliance International, Inc. The consolidated results of operations are primarily those of Digital BVI and its consolidated subsidiaries.  The principal activities of the consolidated company are that of provision of voice termination, satellite and broadband internet services throughout the Asia Pacific region, including Hong Kong, Singapore, Indonesia, Bangladesh, Pakistan and Mongolia.  2. BASIS OF PRESENTATION  The accompanying consolidated financial statements include those of the Company and its wholly owned subsidiaries; Digital BVI, Digital Network Alliance (S) Pte Ltd (Digital S), and Digital Network Alliance (HK) Limited (Digital HK). Digital BVI incorporated in British Virgin Islands on June 4, 2004, Digital S incorporated in the Republic of Singapore on October 19, 2001, and Digital HK incorporated in Hong Kong on November 12, 2001. The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and have been retroactively restated to give effect to the recapitalization due to a reverse merger consummated on August 13, 2004. This basis differs from that used in the statutory accounts of the Company, which were prepared in accordance with the accounting principles and relevant financial regulations applicable to enterprises in Singapore and Hong Kong. All necessary intercompany transactions and balances have been eliminated in consolidation, and all necessary adjustments have been made to present the consolidated financial statements in accordance with US GAAP.  3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Quarterly Financial Statements  The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB but do not include all of the information and footnotes required by generally accepted accounting principles and should, therefore, be read in conjunction with the Companys 2004 financial statements in Form 10-KSB.  These statements do include all normal recurring adjustments which the Company believes necessary for a fair presentation of the statements.  The interim operating results are not necessarily indicative of the results for a full year.  - 9 -     DIGITAL NETWORK ALLIANCE INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Economic and Political Risks  The Company faces a number of risks and challenges as a result of having primary operations and markets in the PRC. Changing political climates in the PRC could have a significant effect on the Companys business.  Cash and Cash Equivalents  For purposes of the statements of cash flows, cash and cash equivalents includes cash on hand and demand deposits held by banks. None of the Companys deposits are insured by the Federal Deposit Insurance Corporation or any other entity of the U.S. government.  Trade Accounts Receivable  Trade accounts receivable are recognized and carried at original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount becomes questionable. At March 31, 2005 the allowance for doubtful accounts totaled $2,834.  Prepaid Expenses  Prepaid expenses consist primarily of prepayments made to contractors for circuits and services not yet received by the Company.  Plant and Equipment  Property, plant and equipment is carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are charged to expense as incurred.  Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income.  Depreciation related to property and equipment used in production is reported in cost of sales.  Property and equipment are depreciated over their estimated useful lives as follows:  - 10 -     DIGITAL NETWORK ALLIANCE INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)   Computer equipment 2 years Office equipment 4 years Network equipment 3 years  Long-term assets of the Company are reviewed annually to assess whether the carrying value has become impaired, according to the guidelines established in Statement of Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The Company also evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. No impairment of assets was recorded in the periods reported.   Deposits  The Company commonly receives payments of deposit in advance for circuits and voice termination services to be provided to customers. Those deposits are recognized into income in accordance with the Companys revenue recognition policy, as stated below.  Revenue Recognition  Revenue from provision of voice termination, satellite and broadband Internet services is recognized as earned when customers are invoiced for monthly services they have received in accordance with the service contracts. At that time the Company considers the earnings process to be complete and collectibility to be reasonably assured.  Revenue from hardware sales is recognized when delivery has been made in accordance with contract terms, pricing is fixed or determined, and collectibility is reasonably assured. The Company had one such contract sale in March of 2005 in the amount of $212,200. This sale included a one-year warranty, which was to be covered by the hardware manufacturer. Consequently, no warranty reserve was made on the books of the Company.    - 11 -     DIGITAL NETWORK ALLIANCE INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)   The Company was engaged to perform a base station installation in Indonesia. The terms call for payment in advance and a one-year service contract following the completion of installation. In accordance with EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables, the Company estimated that 5% of the contract amount will be attributable to the one year service agreement using the residual method. Revenue will be recognized for 95% of the $500,000 contract, or $475,000, upon completion of installation and the remaining $25,000 will be recognized ratably over the one-year term of the service contract. Accordingly, deferred revenue in the amount of $500,000 is included on the balance sheet at June 30, 2005.  Advertising Expenses  Advertising costs will be expensed when and if incurred. The Company has incurred no advertising expenses to date.  Retirement Benefits  The Company has a defined contribution benefit plan. The Companys contributions are discretionary. For the period ended March 31, 2005, the contribution made by Digital Network Alliance amounted to $692.  Foreign Currency and Comprehensive Income  The accompanying consolidated financial statements are presented in United States (US) dollars. The functional currency is the Singapore dollar (S$) and Hong Kong dollar (HK$). The consolidated financial statements are translated into US dollars from S$ and HK$ at year-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.    - 12 -     DIGITAL NETWORK ALLIANCE INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Taxes  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Estimates  The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.  Loss Per Share  Basic loss per common share ("LPS") is calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted earnings per common share are calculated by adjusting the weighted average outstanding shares, assuming conversion of all potentially dilutive securities, such as stock options and warrants.  The Company had no potentially dilutive securities outstanding at March 31, 2005.       - 13 -     DIGITAL NETWORK ALLIANCE INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   4. RESTATEMENT OF FINANCIAL STATEMENTS  Subsequent to the publication of the 2004 financial statements management revised its estimates of certain asset and liability valuations and the provision of the deferred revenue which had a material impact on the 2004 and 2005 first quarter results of operations of the Company, and consequently, the balance sheet as of December 31, 2004 and March 31, 2005. These financial statements have been restated to reflect those revised estimates, details of which can be found in the restated financial statements as filed in the revised Form 10-KSB of the Company. Consequent to these adjustments, total assets of the Company were increased by $310,820, total liabilities were increased by $493,485, paid in capital increased by $2,002,066, and accumulated deficit was increased by $2,184,731.  Sales revenues were decreased by $500,000, cost of goods sold were decreased by $350,000, and the Company has incurred a net loss of $82,771 instead of a net profit of $67,229.  5. SUBSEQUENT EVENT  On September 22, 2005 the Company effected a 1:2 reverse stock split. The Company had 22,200,000 shares of its common stock issued and outstanding prior to the split, and 11,100,000 directly afterward. These financial statements have been retroactively restated to show the effects of the reverse split as if it had occurred at beginning of the earliest period presented.         - 14 -      ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS  Certain statements in this report, including statements in the following discussion, which are not statements of historical fact, are what are known as forward-looking statements, which are basically statements about the future.  For that reason, these statements involve risk and uncertainty since no one can accurately predict the future.  Words such as plans, intends,  hopes, seeks, anticipates, expects, and the like, often identify such forward-looking statements, but are not the only indication that a statement is a forward-looking statement.  Such forward-looking statements include statements concerning our plans and objectives with respect to the present and future operations of the Company, and statements which express or imply that such present and future operations will or may produce revenues, income or profits.  Numerous factors and future events could cause the Company to change such plans and objectives, or fail to successfully implement such plans or achieve such objectives, or cause such present and future operations to fail to produce revenues, income or profits. We caution you not to place undue reliance on these forward-looking statements.  Although we base these forward-looking statements on our expectations, assumptions, and projections about future events, actual events and results may differ materially, and our expectations, assumptions, and projections may prove to be inaccurate. The forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing.  OVERVIEW  Our overall objective is to build a comprehensive telecommunications network which delivers cost-effective services to our customers within the Asia Pacific region, and beyond.  This is a long-term objective, involving many elements, and there is no assurance that it can be achieved.  Our ability to do so will be dependent upon a number of factors including, but not limited to, our ability to achieve and maintain strategic partnerships and alliances with various local partners and suppliers, our ability to achieve and maintain consistently profitable operations and the availability of necessary working capital.  Our plan of operations for 2005 includes maintenance of our existing operations, and to the extent possible, expansion and improvement of our existing operations as well as commencement of new operations.  The extent to which we will be able to expand and improve existing operations and commence new operations will be dependent to a large extent on the availability of working capital either from our pending stock offering, or from other sources.  Since there is no assurance that the public offering will be successful, or that working capital will be available to us from other sources, there is also no assurance regarding the extent to which we will be able to implement our plan of operations within the foreseeable future.  The Company does not directly carry on any business activities.  All of our business operations are carried on through two operating subsidiaries.  The operating subsidiaries are Digital Network Alliance (S) Pte Ltd., a Singapore corporation (DNA Singapore) and Digital Network Alliance (HK) Ltd., a Hong Kong corporation (DNA Hong Kong), DNA Singapore and DNA Hong Kong perform identical business activities of providing satellite Internet connections to  - 15 -     customers in the Asia Pacific Region, and providing managed broadband services to commercial office buildings and apartment buildings in Hong Kong and Singapore. DNA Singapore manages business activities in Singapore and Indonesia.  DNA Honk Kong conducts and manages the business activities in Honk Kong, Mongolia, Bangladesh and Pakistan.  The following discussion concerning the results of operation, liquidity and capital resources of Digital Network Alliance International, Inc. (the Company), is based solely upon the business operations that are carried on by the Companys operating subsidiaries for the three-month interim periods ended March 31, 2005 and 2004.  Subsequent to the end of the quarter, on April 1, 2005, the Company formed a DNA Financial Systems (HK) Ltd., a Hong Kong corporation (DNA Financial), as a third operating subsidiary.  However, since it was formed after the end of the quarter it is not included in the following discussion of the results of operations.  RESULTS OF OPERATIONS  THREE MONTHS ENDED MARCH 31, 2005 COMPARED WITH THREE MONTHS ENDED MARCH 31, 2004  Net sales for period ended March 31, 2005 and March 31, 2004 were $604,454 and $322,408 respectively.  This increase of $282,046 or approximately 87% was the result of greater sales due to the new voice termination business in HK and new managed network services in Indonesia, which includes, managed broadband services and network build out and system integration.  Cost of goods sold for the month ended March 31, 2005 was $546,546 compared to $302,688 in the same period of 2004, the increase of $243,858 or 81% was the result of setting up initial development cost of new voice termination business and the setting up managed network services in Indonesia.  Gross profit increased to $57,908 from $19,720 for the three months ended March 31, 2005 and March 31, 2004 respectively.  The rise of $38,188 was the result of increased demand for our new managed broadband services in Indonesia during the period.  The gross margin percentage has shown an increase of 3.5% from March 31, 2005 to March 31, 2004. The increase in gross margin reflects thewell-controlled cost in satellite business and the increased profit margin in the new managed broadband business in the Asia Pacific market.  General and administration expenses for the period ended March 31, 2005 totaled $145,280, compared to $76,626 in the same period ended 2004.  The increase of $68,654or 90% was due to the continued professional costs for the reverse takeover, the increase in personnel costs for additional staff and the frequent business trips for the exploration and expansion of our new business.  Net loss before tax for the periods ended March 31, 2005 and March 31, 2004 were $(82,771) and $(56,189) respectively.  The increase of $26,582 loss was mainly due to the increase in the increase in general and administrative expenses as explained above.  LIQUIDITY AND CAPITAL RESOURCES  For the period ended March 31, 2005, the Company balance sheet reflects current assets of $1,339,013, total assets of $1,370,616 total current liabilities of $1,359,027 and shareholders  - 16 -     equity of $9,623.  As of December 31, 2004, the Companys balance sheet reflects current assets of $428,409, total assets of $462,503, total current liabilities of $367,000 and shareholders equity of $92,394.  The slightly decrease in liquidity from 1.17 to 0.99 was the result of our net loss with no corresponding increase in long-term or equity financing.  We will continue to rely upon prepayment deposits and monthly service fees from our customers as the primary source of cash.  Although there is no guarantee, we anticipate that our current cash and cash equivalents will be sufficient to fund our operations for at least 12 months.  However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary.  ITEM 3. CONTROLS AND PROCEDURES  The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.  As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and principal accounting officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified.  Our chief executive officer and principal accounting officer also concluded that our disclosure controls and procedures were effective as of March 31, 2005 to provide reasonable assurance of the achievement of these objectives.  There was no change in the Company's internal control over financial reporting during the quarter ended March 31, 2005, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  After completing our evaluation, we received comments from the SEC staff in relation to our Registration Statement on Form SB-2.  After considering the staffs comments, our  - 17 -     management concluded that we needed to restate certain of our financial statements to

correct an error regarding revenue recognition.  




..  Such restatement is described in more detail in Note 4 to our Financial Statements included in our Quarterly Report on Form 10-QSB/A for the quarter ended March 31, 2005.  Based on the foregoing, our principal executive officer and principal financial officer reviewed and reevaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded processed, summarized and reported within the time periods specified by the SEC.  Based on our re-evaluation of our disclosure controls and procedures, the Companys principal executive officer and principal financial officer have now concluded that a material weakness existed in the Companys internal control over financial reporting

 and that the controls and procedures were ineffective as of the end of the period ended March 31, 2005

.. The material weakness in internal control over financial reporting related to a lack of knowledge of United States GAAP procedures on the part of the Company.  The Company CFO plans to seek specific training in the area of revenue recognition in order to remedy this weakness.    PART II - OTHER INFORMATION   ITEM 1. LEGAL PROCEEDINGS  None.   ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSUNREGISTERED SALES OF EQUITY SECURPROCEEDS  None.  ITEM 3. DEFAULTS UPON SENIOR SECURITIES   None.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  None.  ITEM  5. OTHER INFORMATION  None.   - 18 -     ITEM 6. EXHIBITS  (a) The following exhibits are filed herewith:  3.1 Articles of Incorporation (herein incorporated by reference from Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on September 12, 2002).  3.2 Bylaws (herein incorporated by reference from Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on September 12,2002).  31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  31.2 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  32.2 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   - 19 -     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.   DIGITAL NETWORK ALLIANCE INTERNATIONAL, INC.   /s/ Terence Yap,



Director  Date: December 28, 2006  /s/ Eppie Wong, Chief Financial Officer and Director  Date: December 28, 2006   /s/ Edward Chan,

Chief Executive Officer,

Chief Operations Officer and Director  Date: December 28, 2006   /s/ Michael Yap, Director  Date: December 28, 2006   /s/ Leslie Ter Chiew Kim  Date: December 28, 2006    - 20 -