UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-KSB





(Mark
      One)





x
            ANNUAL
                REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934.  FOR
                THE FISCAL YEAR ENDED DECEMBER 31,
                2006




o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934.  For
                the transition period from _________ to
                __________




Commission
      File Number 0-31193





EASTERN
      ENVIRONMENT SOLUTIONS, CORP.


(formerly
      USIP.Com, Inc.)


(Name
      of
      small business issuer as specified in its charter)





NEVADA
            16-1583162(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)





HARBIN
      DONGDAZHI STREET 165,


HARBIN
      150001


PEOPLE’S
      REPUBLIC OF CHINA


(Address
      of principal executive offices)





(011)-86-451-53948666


(Issuer's
      telephone number)





Securities
      Registered Pursuant to Section 12(b) of The Exchange Act: NONE





Securities
      Registered Pursuant to Section 12(g) of The Exchange Act:





COMMON
      STOCK, $.0001 PAR VALUE





(Title
      of
      Class)





Check
      whether the issuer (1) filed all reports required to be filed by Sections 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 þ No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o





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





STATE
      ISSUER'S REVENUES FOR ITS MOST RECENT FISCAL YEAR: $3,200,673





As
      of
      December 31, 2006 the aggregate market value of the common stock held by
      non-affiliates was approximately $238,260.40 based upon the price at which
      the
      common stock was sold as of March 16, 2007 of $1.40 per share. As of December
      31, 2006, there were 9,370,186 shares
      of
      common stock outstanding.





Documents
      incorporated by reference: NONE





Transitional
      Small Business Disclosure Format: Yes o No þ










TABLE
      OF
      CONTENTS


PAGEPART
                  IItem
                  1.
              Description
                  of Business
              1Item
                  2.
              Description
                  of Property
              9Item
                  3.
              Legal
                  Proceedings
              10Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              10PART
                  IIItem
                  5.
              Market
                  for Common Equity and Related Stockholder Matters and Small Business
                  Issuer Purchasers of Equity Securities
              10Item
                  6.
              Managements
                  Discussion and Analysis or Plan of Operation
              12Item
                  7.
              Financial
                  Statements
              22Item
                  8.
              Changes
                  in and Disagreements With Accountants on Accounting and Financial
                  Disclosure
              22Item
                  8A
              Controls
                  and Procedures
              23Item
                  8B
              Other
                  InformationPART
                  IIIItem
                  9.
              Directors,
                  Executive Officers, Promoters and Control Persons and Corporate
                  Governance;
              23Compliance
                  with Section 16(a) of the Exchange Act.Item
                  10.
              Executive
                  Compensation
              25Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              27Item
                  12.
              Certain
                  Relationships and Related Transactions
              28PART
                  IVItem
                  13.
              Exhibits
                  and Reports on Form 8-K
              29Item
                  14.
              Principal
                  Accountant Fees and Services
              30Signatures
              32





**PART
      I**





**Item
              1.**
            **Description
                of Business**





**Our
      History**





USIP.Com,
      Inc. was incorporated under the laws of the State of Utah on April 6, 1978
      as
      Derby Farms, Inc. On January 19, 1982 our Articles of Incorporation were amended
      and the name of our company was changed to Commerce Oil of Kentucky, Inc. On
      January 31, 2000 Datone Communications, Inc., ("Datone"), a New York corporation
      and an independent payphone provider merged into our Company. All of the Datone
      shares were retired and Datone shareholders received 268,388 restricted shares
      of common stock of the Company. On February 4, 2000 we amended our Articles
      of
      Incorporation and changed our name to USIP.Com, Inc.





On
      April
      29, 2000 we purchased all the shares of NB Payphones, Ltd., ("NB"), the owner
      of
      466 payphones in Pennsylvania and Cointel Leasing, Inc. ("Cointel"), the owner
      of 45 payphones in Syracuse, New York, from Riviera Bay Holding Trust, a
      Gibraltar Trust, for 8,750,000 restricted shares of our common stock. NB is
      a
      wholly owned subsidiary of USIP.





On
      August
      30, 2000 we incorporated Datone, Inc. as a Delaware company. Datone, Inc. is
      a
      wholly owned subsidiary of USIP. All the revenue generating assets and related
      expenses that we received from the Datone Communications Merger were
      subsequently moved, via an intercompany transfer, from USIP into Datone, Inc.
      Datone, Inc., was capitalized with $1,017. All of the Datone, Inc., shares
      were
      conveyed to USIP. On October 1, 2000 we merged Cointel into Datone, Inc. by
      way
      of an intercompany transaction. Management decided that it would not benefit
      the
      Company to have two companies that are in the same business and location; we
      therefore combined the two in an effort to save money.





On
      September 9, 2005, the Company was reincorporated in the state of
      Nevada.





Reverse
      Merger





On
      September 6, 2006, the Company entered into a share exchange agreement (the
      “Share Exchange Agreement”) with the shareholders of American Eco-Environment
      Corporation (“AEEC”), a Delaware corporation. Pursuant to the Share Exchange
      Agreement, the following holders of 100% of the issued and outstanding shares
      of
      common stock of AEEC exchanged all their shares of common stock in AEEC for
      an
      aggregate principal amount of $5,000,000 of the Company’s newly-issued
      convertible notes (the “Notes”): Yun Wang, Shibin Jiang and Bin Feng.  Yun
      Wang, Shibin Jiang and Bin Feng received $3,450,000, $650,000 and $900,000
      principal amount of Notes, respectively.  The share exchange transaction
      closed on September 6, 2006.






1




Among
      other terms, the Notes would automatically convert upon the occurrence of a
      165.1099:1 reverse stock split of the Company’s Common Stock (the “Reverse
      Split”) into 9,049,399 post-Reverse Split shares of the Company’s Common
      Stock.  Accordingly, Yun Wang, Shibin Jiang and Bin Feng would become
      holders of 6,244,085, 1,176,422 and 1,628,892 post-Reverse Split shares of
      Common Stock after the Reverse Split.  The Notes carried an aggregate of
      1,494,144,955 votes, and holders of the Notes had the right to vote along with
      the Common Stock on all matters. As holders of the Notes, Yun Wang, Shibin
      Jiang
      and Bin Feng each had 1,030,960,019, 194,238,844 and 268,946,092 votes,
      respectively.





Because
      Harbin Yifeng Eco-environment Co., Ltd (“Yifeng”) is a wholly-owned subsidiary
      of AEEC and Harbin Yifeng Zhiye Management Co., Ltd. (“Zhiye”) is in turn a
      wholly-owned subsidiary of Yifeng, both Yifeng and Zhiye are now indirect
      subsidiaries of the Company. Because Yifeng and Zhiye are in the business of
      processing non-hazardous municipal solid waste and providing environmental
      engineering consulting services in the People’s Republic of China, the Company
      is, by means of its acquisition of AEEC, engaged in such business.





On
      or
      about August 24, 2006, Yun Wang, Shibin Jiang and Bin Feng purchased an
      aggregate of 50.1% of the Company’s outstanding and issued shares of Common
      Stock for $599,000 and consequently became the majority shareholders of the
      Company (the “Majority Shareholders”).




In
      connection with the sale under the Share Purchase Agreement, the then Board
      of
      Directors of the Company, comprising Mr. Craig H. Burton, Mr. Joseph
      J. Passalaqua and Mr. Lewis McGuiness, agreed at the closing of the Share
      Purchase Agreement to (a) appoint Yun Wang as a Director of the Company,
      Chairman of the Board and Chief Executive Officer of the Company, (b) appoint
      Shibin Jiang and Jianhua Sun as directors of the Company, subject to the filing
      and dissemination of Schedule 14f-1, and (c) submit their resignation as
      directors and officers of the Company, subject to the filing and dissemination
      of Schedule 14f-1. On August 25, 2006, the Company filed an information
      statement with the SEC relating to the change in control of our Board of
      Directors containing the information required under Rule 14f-1 of the Exchange
      Act and on August 31, 2006, the Company distributed that information statement
      to all holders of record of Common Stock.




On
      October 20, 2006, the new Board of Directors and Majority Shareholders approved
      an amendment to the Articles of Incorporation of the Company to change its
      corporate name from USIP.COM, Inc. to Eastern Environment Solutions Corp. The
      new corporate name more closely identifies the Company with the operating
      businesses of Yifeng and Zhiye.




On
      October 20, 2006, the Board of Directors and Majority Shareholders approved
      an
      amendment to the Articles of Incorporation of the Company to effect a one
      hundred sixty-five and one thousand ninety-nine one-thousandths-for-one
      (165.1099:1) reverse stock split of the outstanding shares of Common Stock
      (the
“Reverse Split”). At the time of the Reverse Split, holders of outstanding
      shares of Common Stock will receive one share of post-Reverse Split Common
      Stock
      for each 165.1099 shares of pre-Reverse Split Common Stock held as of the close
      of business on the date the Amendment is filed. No fractional shares of Common
      Stock will be issued in connection with the Reverse Split. All fractional share
      amounts resulting from the Reverse Split will be rounded up to the next whole
      new share.




2




The
      Reverse Split and the Name Change became effective on December 27, 2006. Because
      of the Reverse Split, the Notes have been converted to shares of Common Stock
      and Yun Wang, Shibin Jiang and Bin Feng have become holders of 6,244,085,
      1,176,422 and 1,628,892 post-Reverse Split shares of Common Stock after the
      Reverse Split. In addition to the shares of Common stock that they
      purchased pursuant to the Share Purchase Agreement, Yun Wang, Shibin Jiang
      and
      Bin Feng are holders of 6,348,000, 1,196,000 and 1,656,000 shares of Common
      Stock of the Company.





**Our
      Corporate Structure**




Our
      corporate structure is set forth below:











**Overview
      of Yifeng’s Business**





Yifeng
      is
      a privately-held environmental engineering company which has been operating
      since 2003 and provides two principal services: (i) non-hazardous municipal
      solid waste processing and disposal services and (ii) environmental engineering
      consulting services (provided through its wholly-owned subsidiary,
      Zhiye).




3




Non-Hazardous
      Solid Waste Processing





Yifeng
      is
      one of the leading regional, private environmental engineering companies in
      the
      PRC. Yifeng currently provides its services through its only landfill site
      (the
“Landfill”) situated in the town of Jin Jia town, approximately 30 km from
      Harbin, the capital of Heilongjiang province. The Harbin Municipal Urban
      Administrative Bureau (“HMUAB”) has authorized the Landfill to accept “municipal
      solid waste” (“MSW”), which is a type of waste generated by residential
      households and businesses such as restaurants and retail establishments. The
      Landfill occupies 55 hectares with an anticipated total capacity of more than
      7.8 million tons of MSW **.** The
      Landfill can be used to dispose of 1,200 tons of MSW per day, approximately
      34%
      of the total MSW in Harbin.





Solid
      waste management in the PRC is generally administered and financed by the
      municipal governments and the Environmental Protection Bureau and the Public
      Sanitation Bureau which are responsible for the collection, treatment and
      disposal of waste and the Municipal Urban Construction Bureau which is
      responsible for managing the construction of landfill sites and disposal of
      waste. In order to construct a new landfill, the Municipal Urban Construction
      Department conducts a site feasibility study and submits the study to the
      Municipal Environmental Protection Bureau for approval. The municipal
      governments in the PRC are starting to involve the private sector in solid
      waste
      management through companies such as Yifeng.





Yifeng
      currently operates the Landfill under a Build-Operate-Transfer (“BOT”) contract.
      It is one of the first companies to work with the municipal government under
      this type of contract. BOT is a form of project financing, wherein a private
      entity receives a franchise from the public sector to finance, design,
      construct, and operate a facility for a specified period, after which ownership
      is transferred back to the public sector. During the time that the project
      proponent operates the facility, it is allowed to charge facility users
      appropriate tolls, fees, rentals, and charges stated in their contract to enable
      the project proponent to recover its investment, and operating and maintenance
      expenses in the project.





The
      PRC
      Ministry of Construction has promulgated a Municipal Public Sector BOT
      Administrative Measure (the “Measure”). Under the Measure, public sector
      services such as water gas and heat supply, public transportation, and waste
      processing can be conducted by the BOT model through open bid. HMUAB and Yifeng
      entered into a 17-year BOT Contract on September 1, 2003 as a result of Yifeng
      winning in a public bid to build and operate the Landfill in Harbin. Under
      the
      BOT Contract, HMUAB granted Yifeng a 17-year use right for the Landfill site.
      HMUAB is responsible for the relocation of surrounding residents and necessary
      infrastructure. Yifeng is responsible for all the construction on, and
      management of, the Landfill site and upon the expiration of the BOT Contract,
      will return the Landfill to HMUAB.





4


The
      purpose of the project is to landfill the MSW in a way that it has little or
      no
      impact on surrounding land and residents. Prior to the project, only
      approximately 5.7% of the total MSW was disposed of in a safe manner in Harbin.
      It is anticipated that this project can result in the safe disposal of an
      additional 34.3% of MSW.





There
      are
      three phases of the project which requires a total investment of approximately
      RMB160,000,000 (approximately $20,119,459), of which, Yifeng is to provide
      approximately RMB120,000,000 (approximately $15,089,594). Yifeng has already
      contributed RMB70,000,000 (approximately $8,802,263) and HMUAB has contributed
      RMB40,000,000 (approximately $5,029,865). Phase I of the project was completed
      in November 2004, which includes waste landfill areas, a waste water adjusting
      pool and a processing station, laboratory and other affiliated construction
      such
      as office buildings, roads, etc. Yifeng plans to continue to construct waste
      landfill areas in Phase II and Phase III which are expected to be completed
      in
      2010 and 2013, respectively.





Environmental
      Engineering Consulting Services





Yifeng,
      through its wholly-owned subsidiary, Zhiye, provides environmental engineering
      consulting services which encompass environmental project investment and
      operation, production site environmental protection design and construction,
      non-hazardous waste disposal solutions, air, water, soil, noise-related
      environmental product development; and ecological and environmental project
      consulting services. This business generated approximately 26.66% of Yifeng’s
      total revenues for the fiscal year ended December 31, 2006.




Yifeng
      achieved profitability in 2005, shortly after the completion of the Landfill
      project in late 2004. Yifeng is one of the first private enterprises to enter
      into the waste processing sector, which was previously dominated by state owned
      enterprises. Yifeng’s sole customer is HMUAB, which provides all of the MSW it
      processes.





**Technology
      and Processes**





Yifeng
      believes that its MSW disposal service represents an improvement over
      traditional landfill methods based on its technologies and landfill site design.
      The vast majority of MSW generated in the PRC is ultimately sent to simple
      dump
      sites on the suburban outskirts of cities. These dump sites without any
      sanitation measures pose significant environmental hazards, particularly
      associated with leachate to underground water. Until 2004, very few landfill
      sites in the PRC were equipped with leachate collection and treatment systems,
      which are required in developed countries.





The
      design of the Landfill incorporates features to protect groundwater and surface
      water, prevent soil erosion, protect against fire and provide easy access to
      control landfill gases and leachate. It is designed to be compatible with the
      surroundings both during its active life and after it is closed.




5




The
      Landfill is designed to meet international standards and comply with all
      relevant local PRC regulations, including the Sanitary Landfill Technical
      Standards of Municipal Solid Waste issued by the PRC’s National Ministry of
      Construction. Yifeng has installed a synthetic 2 mm high-density
      polyethylene membrane system at the bottom of the Landfill to prevent leachate
      from polluting underground water. It has also installed a gas treatment and
      collection pipe system at the bottom of the Landfill.





The
      Harbin Environment Sanitation Bureau is responsible for collecting and
      transporting MSW to the Landfill. At the entrance of the Landfill, inspectors
      inspect the waste for its compatibility with the Landfill. Once the waste passes
      inspection, it will be weighed using a computer-based weighbridge and then
      unloaded into the Landfill.





With
      the
      use of a bulldozer, the waste is pushed up to a height of 50-60 cm. In order
      to
      protect the HDPE membrane from tearing, the initial layer of waste will only
      be
      compacted when it reaches 3-meters thick. It will then be compacted into a
      50-60
      cm layer, with a waste density of more than 0.8 ton/m 3 .
      When
      the waste accumulates to a height of 2.5 meters, it will be covered with clay
      to
      prevent mosquitoes and flies from proliferating, prevent odor and light-weight
      waste from accidentally flying out of the Landfill. The Landfill is also sprayed
      periodically and sanitized to protect the surrounding environment and control
      mosquitoes.





In
      order
      to implement a waste-to-energy program, Yifeng has installed gas wells into
      the
      Landfill to collect methane gas from the Landfill.





In
      summary, the following are the principal technologies used by Yifeng at the
      Landfill:




·
            Mechanical
                ventilated aerobic and anaerobic landfill
                techniques


·
            Leachate
                collection


·
            Synthetic
                HDPE horizontal anti-sinking
                technique


·
            Landfill
                gas and methane collection


·
            Municipal
                solid waste compacting technique





**Future
      Planned Services**





Traditional
      methods of municipal waste disposal (open-air dumps) can cause underground
      water
      and air pollution and other environmental problems. Landfill gases, principally
      methane, contribute to the production of greenhouse gases (“GHG”). In order to
      control GHG emissions, it is necessary to collect and utilize the landfill
      gases.





Yifeng
      is
      presently developing methods to utilize these landfill gases. The Landfill
      presently does not produce enough methane for collection. By 2008, Yifeng
      plans to start collecting the landfill gases and sell them to a power company
      for power generation.  By
      that
      time, the Landfill would have accumulated roughly 1-1.5 million tons of resident
      MSW. Yifeng has already installed collection tubes in the Landfill and plans
      to
      raise additional capital to finance the project, the availability of which
      cannot be assured.





Yifeng
      is
      planning to promote a “Zero-Waste-to-Landfill” plan as part of its environmental
      engineering services by efficiently recycling MSW, reducing waste disposal
      and
      prolonging the longevity of the Landfill site. Recycling MSW could provide
      Yifeng with additional revenue.





**Market
      Analysis**





Waste
      generation is directly related to socio-economic development, industrialization
      and the climate. Generally, as an economy prospers and the urban population
      grows, more solid waste is produced. During the last two decades, the PRC’s
      economy has been growing at an annual rate of almost 10%. Waste generation
      has
      similarly grown at a pace of 8-10% annually. Currently, every Chinese person
      produces an average of approximately 440 kg of solid waste per year. With a
      total population of 1.25 billion people, the PRC generates approximately 500
      million tons of waste per year. The main types of waste generated in Chinese
      cities are:





**Type
                of Waste**
            
            
            Organic
            
            
            Paper
            
            
            Plastic
            
            
            Metal
            
            
            Glass
            
            
            Others**Percentages**
            
            
            45-55%
            
            
            10-20%
            
            
            5-15%
            
            
            2-4%
            
            
            2-4%
            
            
            2-36%





(Source:
      World Bank 1996)





According
      to data from the World Bank, urban residents generate two to three times more
      solid waste than rural residents. With the rapid urbanization of the PRC,
      Yifeng’s strategy is to concentrate on larger cities and growth centers, where
      the need for waste management is greatest.





Landfills
      are the most common method of solid waste disposal in the PRC. By the end of
      1995, there were over 1,000 landfill sites in large and mid-sized cities in
      the
      PRC, of which 90% of them were open-air dumps. By 2002, 70% of such sites
      remained open-air dumps. These simple open dump sites, without any proper
      sanitation, pose a serious environmental hazard. They generally do not have
      any
      leachate collection system, GHG emission control system, compaction or waste
      screening processes. There is, accordingly, a huge demand for the technology,
      methodology and management expertise in MSW management. In 1989, the PRC
      Ministry of Construction developed a comprehensive technical MSW landfill
      standard. This standard provides for the design and management of MSW landfills
      and requires that such landfills be designed to protect the environment. Our
      Landfill conforms to this standard.




6





**Customers**





HMUAB
      is Yifeng's sole customer in terms of its MSW disposal business. Under the
      17-year term BOT Contract, it provides Yifeng approximately 34% of the total
      MSW
      Harbin produces regularly for disposal for a fixed disposal fee at RMB42
      (approximately $5.28) per ton. The revenue from HMUAB alone accounted for 73%
      of
      the gross revenues for the year ended December 31, 2006.







Only
      those companies which have been granted a special operating license issued
      by
      the national and local governments are permitted to engage in the waste business
      in the PRC. The national and local governments have strict requirements for
      professional technology and management.





Yifeng
      is
      responsible for collecting and processing the MSW in Harbin. HMUAB could
      determine that it does not meet the strict requirements for professional
      technology or management and revoke the BOT Contract and grant other companies
      the right to collect and process the MSW in Harbin. The termination of the
      BOT
      Contract or Yifeng's rights to operate would have a material adverse impact
      on its revenues and operations.





Yifeng’s
      environmental consulting services accounted for 26.66% of its total
      revenues during 2006 and were derived from only one customer, namely Harbin
      Chaoyang Agriculture and Industry Corp.





**Insurance**




Yifeng
      purchased automobile insurance with third party liability coverage for its
      vehicles. It does not have other insurance such as property insurance,
      business liability or disruption insurance coverage for its operations in the
      PRC. Further, it does not have key man insurance for its officers and
      executive managers. Therefore, the loss of one or more of its officers and
      executive managers will adversely affect its business and operations. While
      a
      lawsuit against a company such as Yifeng in the PRC would be rare, it cannot
      make any assurance that it will not have exposure for liability in the
      event of a lawsuit.





**Competition**





Yifeng
      is
      the first privately owned enterprise engaged in MSW disposal under a BOT
      contract in Harbin. It disposes of approximately one third of the total MSW
      Harbin produces. The other MSW disposal factories are decades old. They are
      state owned enterprises using open-air dumps to dispose of MSW which can cause
      underground water and air pollution and other environmental problems. The
      Landfill was completed in 2004, adopting a new sanitary waste disposal method
      which was in compliance with relevant environmental rules and regulations.





Yifeng
      believes it has the following competitive advantages over the possible new
      private enterprises entering into the same industry:




1.
              Sustainable
                  and Predictable Revenue:
                  Because the waste disposal price was fixed under the 17-year term
                  BOT
                  Contract and it is now in operation and its revenue is sustainable
                  and
                  predictable. Yifeng may use the cash from operations for facility and
                  technology improvements, such as the waste to energy exchange project
                  as
                  described under “Future Planned Services”
above.






7




2.
              Processing
                  Capacity.
                  Yifeng has completed Phase I of the Landfill project. It is
                  continuing Phase II and Phase III of the project where affiliated
                  facilities will be constructed. Yifeng believes its new facilities
                  will allow it to continue the expansion of its waste disposal
                  capacity.




3.
              Leading
                  Position in Market.
                  Yifeng is the largest MSW disposal enterprise in Harbin with the
                  current disposal capacity of one third of the total MSW Harbin
                  produces.
                  It is also the first privately-owned MSW non-hazardous disposal
                  company in
                  China.




4.
              Experienced
                  Management.
                  Its management is familiar with PRC environmental laws and regulations.
                  They have hands-on experience in applying and maintaining governmental
                  licenses and permits in the waste disposal industry in the PRC.




**Intellectual
      Property**





The
      Company and its subsidiaries do not hold any intellectual property rights
      over its MSW disposal technologies.





**Research
      and Development Activities**





The
      Company and its subsidiaries do not engage in any research and development
      activities.





**Government
      Regulations**





Yifeng
      constructed the Landfill. Its construction is subject to the Construction
      Standards of Municipal Solid Waste Landfill Projects (the “Construction
      Standards”) promulgated by the PRC Ministry of Construction. It completed the
      landfill project construction in November 2004. The construction was inspected
      by a third party construction monitoring entity and met the Construction
      Standards. The landfill disposal it conducts is subject to a variety of
      rules and regulations promulgated by the PRC National Ministry of Construction
      and other environmental bureaus including Technical Standards of Municipal
      Solid
      Waste, Waste Water Comprehensive Output Standards, Underground Water Quality
      Standard and Control Standards on Municipal Solid Waste Landfill. It is also
      subject to business license and approval regulations that are required for
      all
      corporations in the PRC.




8




**Environmental
      Compliance**





As
      referenced above, Yifeng is subject to a variety of environmental laws,
      rules and regulations as its business concerns MSW disposal.





**Employees**




The
      Company currently has 63 employees. All of them are full time employees with
      Yifeng and 8 are with its subsidiary, Zhiye.





**Item
              2.**
            **Description
                of Property**





All
      land
      in the PRC is owned by the government and cannot be sold to any individual or
      entity. Instead, the government grants or allocates landholders a “land use
      right.” Yifeng has been allocated the land use rights for the Landfill. Set
      forth below is the detailed information regarding the land:





Allocation
                Authority
            
            Location
            
            Area
                (Square Meters)
            
            Construction
                on the Land
            
            Audited
                Value
            
            Term
                of Use RightHarbin
                Municipal Urban Administrative Bureau
              (“HMUAB”)
            
            Nortern
                Part to Jin Jia Town, Xiangyang County, Harbin
            
            550,000
            
            Office
                and Staff Buildings (6,000 Sq. M.)
            
            RMB14,270,028.48
                (approximately US$1,783,753.56)
            
            17
                years from September 1, 2003




“HMUAB”
      “allocated” the land use rights to the Landfill to Yifeng for no consideration
      as part of the BOT Contract. The land use rights are limited: it must be
      used as a landfill and Yifeng cannot encumber it. Pursuant to the BOT
      Contract, Yifeng has the right to use the offices and staff
      buildings Yifeng built on the Landfill for 17 years from September 1, 2003,
      the same term as Yifeng is entitled to the use rights to the Landfill itself.





Its
      subsidiary, Zhiye, leases its office space (200 square meters) for an annual
      rent of RMB260,000 (approximately US$32,500), the market rent, from Harbin
      Yifeng Group Joint Stock Co., Ltd. (the “Yifeng Group”), a related party of
      which Mr. Yun Wang, Yifeng's principal shareholder, owns 22.78%. The lease
      is on
      a year to year basis.




Yifeng
      owns the following equipment:





No.
            
            Description
            
            Quantity
            
            Approximate
                Purchase Price (US$)1
            
            Bulldozer
            
            2
            
            134,500.002
            
            Compaction
                machine
            
            2
            
            390,000.003
            
            Red
                rock truck transportation vehicle
            
            2
            
            60,515.004
            
            Hitachi
                excavator
            
            1
            
            165,000.005
            
            Spray
                vehicle
            
            1
            
            20,625.006
            
            Car
                loader
            
            1
            
            32,500.007
            
            Card
                Ma Si transport vehicle
            
            2
            
            52,500.00Total
            
            
            
            855,640.00




9




**Item
              3.**
            **Legal
                Proceedings**





The
      Company knows of no material, active, pending or threatened proceeding against
      us or our subsidiaries, nor are we involved as a plaintiff in any material
      proceeding or pending litigation.





**Item
              4.**
            **Submission
                of Matters to aVote of Security
                Holders**




On
      October 20, 2006, Messrs Yun Wang, Shibin Jiang and Bin Feng, holders of a
      majority of the Company’s outstanding shares of Common Stock approved by written
      consent in lieu of meeting, to:





·
            change
                the name of the Company to “Eastern Environment Solutions Corp.” (the
                “Name Change”)





·
            authorize
                the Board of Directors to effect a one hundred sixty-five and one
                thousand
                ninety-nine one-thousandths-for-one (165.1099:1) reverse stock split
                of
                the outstanding shares of Common Stock (the “Reverse Split” and, together
                with the Name Change, the “Corporate
                Actions”).




The
      Corporate Actions would not become effective until the filing with the Office
      of
      the Secretary of State of Nevada of an Amendment to the Company’s Articles of
      Incorporation (the “Amendment”) at least twenty (20) days after the date of the
      mailing of an Information Statement to the Company’s shareholders. The Corporate
      Actions became effective December 27, 2006.




**PART
      II**





**Item
              5.**
            **Market
                for Common Equity and Related Stockholder
                Matters**





In
      the
      third calendar quarter of 2001 our common stock was included in the NASD's
      Bulletin Board system under the symbol "USPO". After effecting the Name Change,
      our symbol is now “EESC”.





The
      following table sets forth for the respective periods indicated the prices
      of
      the common stock in the over-the-counter market, as reported and summarized
      by
      the OTC Bulletin Board. Such prices are based on inter-dealer bid and asked
      prices, without markup, markdown, commissions, or adjustments and may not
      represent actual transactions.


CALENDAR
                  QUARTER ENDED
              
              HIGH
                  BID(S)
              
              LOW
                  BID(S)March
                  31, 2005
              
              $
              0.48
              
              $
              0.47June
                  30, 2005
              
              $
              0.13
              
              $
              0.11September
                  30, 2005
              
              $
              0.06
              
              $
              0.04December
                  31, 2005
              
              $
              0.35
              
              $
              0.25March
                  31, 2006
              
              $
              0.14
              
              $
              0.14June
                  30, 2006
              
              $
              0.18
              
              $
              0.18September
                  30, 2006
              
              $
              0.2
              
              $
              0.03December
                  31, 2006
              
              $
              0.1
              *
              $
              0.03
              *
  10




*
      The
      Company completed a Reverse Merger on December 27, 2006, which included a
      reverse split of the Company’s shares of Common Stock. Holders of outstanding
      shares of Common Stock will receive one share of post-Reverse Split Common
      Stock
      for each 165.1099 shares of pre-Reverse Split Common Stock. No fractional shares
      of Common Stock were issued and all fractional share amounts were rounded up
      to
      the next whole new share.  Please refer to the heading “Reverse Merger” for
      more details.





On
      December 31, 2006 there were approximately 259 holders of record of our common
      stock.




Since
      the
      Company’s incorporation, no dividends have been paid on our Common Stock. We
      intend to retain any earnings for use in our business activities, so it is
      not
      expected that any dividends on our common stock will be declared and paid in
      the
      foreseeable future.





On
      November 21, 2006, Yifeng entered into a Consulting Agreement with Princeton
      Capital Group (“Princeton”). The services to be provided by Princeton included
      assisting the Company in completing a prospectus to attract private or public
      equity funds, recommending and appointing a financial public relations firm,
      a
      financial analyst and investment banking firms, arranging for a road show to
      raise funds and assisting the Company is completing its financial reports to
      the
      SEC in connection therewith. In consideration of such services, Yifeng agreed
      to
      compensate Princeton, only on successful completion of a Reverse Merger, by
      causing the Company to issue to Princeton (including any third party consulting
      company that Princeton may work with in providing the said services) up to
      8% of
      its Common Stock (800,000 shares of Common Stock) following a reverse split.
      The
      reverse split was effective December 27, 2006.





All
      securities issued to the persons noted above are deemed "restricted securities"
      within the meaning of that term as defined in Rule 144 of the Securities Act
      and
      have been issued pursuant to the "private placement" exemption under Section
      4(2) of the Securities Act. Such transactions did not involve a public offering
      of Securities. Investors who purchased securities in the private placement
      were
      sophisticated persons, either alone or with their purchaser representative
      and
      they had access to information on the Company necessary to make an informed
      investment decision with respect to the purchase of the shares. The Company
      has
      been informed that each shareholder is able to bear the economic risk of his
      investment and is aware that the securities were not registered under the
      Securities Act, and cannot be re-offered or re-sold unless they are registered
      or are qualified for sale pursuant to an exemption from registration. The
      transfer agent and registrar of the Company will be instructed to mark "stop
      transfer" on its ledger to assure that these securities will not be transferred
      absent registration or the availability of an exemption from
      registration.




11




Neither
      the Company nor any person acting on its behalf offered or sold the securities
      by means of any form of general solicitation or general
      advertising.





All
      purchasers represented in writing that they acquired the securities for their
      own accounts and not with a view to, or for resale in connection with, any
      distribution. A legend was placed on the stock certificates stating that the
      securities have not been registered under the Securities Act and cannot be
      sold
      or otherwise transferred without an effective registration
      statement.





**Item
              6.**
            **Management’s
                Discussion and Analysis or Plan of
                Operation**





This
      section includes a discussion of our operations for the two years ended
      December 31, 2006. This discussion may contain forward-looking statements
      that anticipate results based on management’s plans that are subject to
      uncertainty. The
      following discussion should be read in conjunction with our consolidated
      financial statements for the years ended December 31, 2005 and December 31,
      2006 and notes thereto included in this report.





**Overview**





We
      are a
      Nevada corporation and, along with our wholly-owned subsidiaries, are
      headquartered in Harbin, PRC. We provide municipal solid waste (MSW) sanitary
      disposal service. MSW includes residential, commercial, institutional and
      municipal waste. Our business is conducted through our wholly-owned subsidiary,
      Yifeng and Yifeng’s subsidiary, Zhiye. Both of Yifeng and Zhiye are organized
      under the laws of the PRC.





Yifeng's non-hazardous
      MSW processing and disposal services are conducted under a
      Built-Operate-Transfer (“BOT”) Contract with Harbin Municipal Urban
      Administrative Bureau (“HMUAB”) for a 17-year term. It is one of the first
      companies to work with the municipal government under this type of contract.
      BOT
      is a form of project financing, wherein a private entity receives a franchise
      from the public sector to finance, design, construct, and operate a facility
      for
      a specified period, after which ownership is transferred back to the public
      sector. During the time that the project proponent operates the facility, it
      is
      allowed to charge facility users appropriate tolls, fees, rentals, and charges
      stated in their contract to enable the project proponent to recover its
      investment, and operating and maintenance expenses in the project. HMUAB is
      presently its only customer for MSW disposal. It transports the MSW it collects
      from Harbin for processing. Yifeng disposes of 1,200 tons of MSW per day,
      approximately 34% of the total MSW in Harbin. Its waste disposal fee is RMB
      42 per ton (approximately $5.25 per ton). The municipal government levies fees
      for the disposal of waste by residential, commercial and industrial producers
      as
      part of their general taxes. However, in recent years, there has been a move
      in
      several cities to introduce direct waste fees levied against the producer of
      such waste. Yifeng believes that MSW disposal fees in the PRC will increase,
      as
      the national government has been trying to improve waste management to keep
      pace
      with the economic growth and rapid urbanization of the PRC.




12




**Highlights**





In
      2006,
      we continued to implement our strategies for improving our performance and
      maximizing shareholder value. Significant
      achievements during the year ended December 31, 2006 include;





·
            Net
                cash provided by operating activities increased to $2,988,743, an
                increase
                of 371% compared with that of 2005.


·
            In
                2006, Yifeng was approved as a Wholly Foreign Owned Enterprise (“WFOE”).
                In accordance with the relevant income tax laws, the profits of WFOEs
                are
                fully exempted from income tax for two years.


·
            Revenues
                for the years ended December 31, 2006 were $3,200,673, an increase
                of
                $832,092, or 35.13%


·
            Accounts
                Receivable was $442,648 as of December 31, 2006 as compared to $628,250
                as
                of December 31, 2005.The
                decrease resulted from our efforts in collecting our accounts receivables.




**Results
      of Operations**




The
      following table sets forth our statements of operations for the years ended
      December 31, 2006 and 2005, in U.S. dollars:


The
                  Years Ended December 31,2006
                  ($)
              
              2005($)Revenues
              
              
              3,200,673
              
              
              2,368,581Costs
                  of goods sold
              
              
              427,350
              
              
              381,584Gross
                  profit
              
              
              2,773,323
              
              
              1,986,997Selling,
                  general and administrative costs
              
              
              257,560
              
              
              98,815Income
                  from operations
              
              
              2,515,763
              
              
              1,888,182Acquisition
                  transaction expense
              
              
              0
              
              
              0Other
                  (expense) income, net
              
              
              -55,106
              
              
              -162,315Income
                  before income taxes
              
              
              2,460,657
              
              
              1,725,867Provision
                  for income taxes
              
              
              42,610
              
              
              408,149Net
                  income
              
              
              2,650,971
              
              
              1,317,718Other
                  comprehensive income
              
              
              292,327
              
              
              192,824Comprehensive
                  income
              
              $
              2,943,298
              
              $
              1,510,
                  542




13




THE
      FISCAL YEAR ENDED DECEMBER 31, 2006 COMPARED TO THE FISCAL YEAR ENDED DECEMBER
      31, 2005




Revenues




Revenues
      for the years ended December 31, 2006 were $3,200,673, an increase of $832,092,
      or 35.13%, from the revenue of $2,368,581 for 2005.




Our
      revenue is derived primarily from MSW processing
      and environmental consulting service.





The
                Years Ended December 31,2006
            
            2005MSW
                processing
            
            $
            2,347,395
            
            
            73.34
            %
            $
            1,814,984
            
            
            76
            %Environmental
                Consulting Services
            
            $
            853,278
            
            
            26.66
            %
            $
            553,597
            
            
            24
            %Total
            
            $
            3,200,673
            
            
            100
            %
            $
            2,368,581
            
            
            100
            %





Our
      increased revenue is attributable to the growth in both our MSW disposal
      business and environmental engineering consulting service.




We
      believe that the PRC annual solid waste quantities will increase annually by
      150% growing from about 190,000,000 tons in 2005 to over 480,000,000 tons in
      2030 (Source: World Bank Organization) The PRC’s waste management system is
      undergoing radical changes as the government tries to respond to this challenge.




With
      respect to overall business trends in 2007, we believe that the current trends
      have a strong likelihood of continuing and therefore, we anticipate that the
      MSW
      processing demand and environment engineering consulting services can continue
      to experience significant growth during 2007. For the balance of 2007, we plan
      to:





14


1.
            Expand
                our business by sourcing for strategic acquisitionsand
                establishing more landfills




2.
            Develop
                our technology to make our Landfill operation more cost-efficient
                and
                effective.




Costs
      of Goods Sold




Cost
      of
      sales for the years ended December 31, 2006 was $427,350, an increase of
      $45,766, or 11.99%, from $381,584 for the comparable period in 2005.  The
      cost
      of sales for waste disposal service remained consistent; the cost of sales
      for
      environmental engineering services increased by 150% because we have relied
      on
      third-party expertise to attend to certain more technical aspects of our
      projects. In particular, we were using third party expertise in architecture
      engineering design and incurred consulting fees. We believe that in investing
      in
      research and development, we will reduce our dependence on third party expertise
      and consequently, reduce
      our costs of sales in the future.




Gross
      Profit




Gross
      profit for the year ended December 31, 2006 was $2,773,323, an increase of
      $786,326, or 39.57%, from $1,986,997 for 2005. Our gross margin for the fiscal
      year ended December 31, 2006, was 86.64% as compared with 84% for the fiscal
      year ended December 31, 2005. The increase in gross margin resulted from
      Yifeng’s partially tax exempt status for 2006 and increase in quantities of MSW
      disposed of by Yifeng. Zhiye
      is
      also exempted from Chinese income taxes because it employs retired veterans.
      Based on current PRC laws, it is permanently exempt from paying income taxes
      on
      its profits as long as it keeps employing retired veterans. Also,
      our
      revenues in our MSW disposal and environmental engineering businesses increased
      29.33% and 54.13% respectively, adding to our gross profit.




Selling,
      general and administrative expenses




Selling,
      general and administrative expenses were $257,560 for the fiscal year ended
      December 31, 2006, an increase of $158,745 from $98,815 for 2005. The increase
      was principally caused by labor cost which increased by 100%. Also, we incurred
      additional audit fees in fiscal 2006 which accounted for 23.34% of our selling,
      general and administrative expenses.




In
      the
      future, we anticipate that our operating expenses will increase due to: expected
      increases in spending on sales and marketing, new hires, and costs associated
      with being a reporting public company. At the same time, we plan to implement
      a
      series of measures to control costs, enhance operational management, improve
      efficiency, and lower administrative expenses.





15


Other
      Income and (Expenses)





We
      had
      interest income of $5,156 in fiscal 2006 as compared to $4 for the previous
      year. This is principally due to higher net cash inflows generated from increase
      revenues resulting in higher average deposit balances. The Company incurred
      $35,175 in interest expense for the fiscal year ended December 31, 2006, as
      compared to $172,854 for the prior year, a decrease $137,679, or 79.65%. The
      decrease in the interest costs is primarily due to principal
      repayments in the amount of $966,592 in fiscal 2006.





Income
      Taxes





We
      are a
      company incorporated in the State of Nevada and conduct substantially all our
      operations through our PRC operating company. Although we are subject to United
      States taxation, we do not anticipate incurring significant United States income
      tax liability for the foreseeable future because:


●
              we
                  did not conduct any material business or maintain any branch office
                  in the
                  United States during the fiscal year ended December 31,
                  2006,
 
 ●
              the
                  earnings generated from our non-U.S. operating companies are generally
                  eligible for a deferral from United States taxation until such
                  earnings
                  are repatriated to the United States,
                  and
 
 ●
              we
                  believe that we will not generate any significant amount of income
                  inclusions under the income imputation rules applicable to a United
                  States
                  company that owns "controlled foreign corporations" for United
                  States
                  federal income tax purposes.


Therefore,
      no provision for U.S. federal income taxes or tax benefits on the undistributed
      earnings and/or losses of our company has been made.





In
      the
      fiscal year ended December 31, 2006 our business operations were solely
      conducted by our subsidiaries, Yifeng and Zhiye, which are incorporated in
      the
      PRC. They are governed by the
      Income Tax Law of the People’s Republic of China concerning the private-run
      enterprises, which are normally subject to tax at a statutory rate of 33% (30%
      state income tax plus 3% local income tax) on its taxable income. Upon the
      acquisition of Yifeng by American Eco-Environment Corporation (“AEEC”), Yifeng
      applied to be treated as a Wholly Foreign Owned Enterprise (“WFOE”). In
      accordance with the relevant income tax laws, the profits of WFOEs are fully
      exempted from income tax for two years, from the first profit making calendar
      year of operations after offsetting accumulated taxable losses, followed by
      a
      50% income tax reduction for the next three calendar years (the “Tax Holiday”)
      thereafter.




Yifeng
      was granted the status of WFOE in the third quarter of 2006 upon the reserve
      merger with USIP.Com, Inc. with a choice of starting the Tax Holiday immediately
      or the next calendar year. Yifeng elected for this Tax Holiday to commence
      in
      January 2007. Its two-year tax exemption period will be from January 1, 2007
      to
      December 31, 2008 and the three-year income tax reduction period will be from
      January 1, 2009 to December 31, 2011. As a part of this election, Yifeng will
      still be liable for the income tax from the date of the reverse merger
      (September 6, 2006) to December 31, 2006. All of the income taxes accrued prior
      to September 6, 2006 in the amount of $412,563 have been forgiven and included
      in the Statements of Income for the year ended December 31, 2006 as income
      tax
      benefits. In transforming the operating entities of the government from state
      owned enterprises to private enterprises using the BOT model, the PRC government
      did not promulgate changes in the relevant tax regulations governing such
      entities. Consequently, as a PRC privately-owned enterprise conducting waste
      disposal business prior to August 28, 2006, Yifeng’s income tax status was not
      known. It reserved and pre-recorded its income tax and value added tax in its
      consolidated financial statements pending the implementation of the PRC
      government’s tax rules and regulations. By the time Yifeng changed its status to
      a WFOE, the Harbin Tax Administration Bureau had granted Yifeng a concession
      on
      the income taxes accrued prior to September 6, 2006 in the amount of $412,563
      by
      forgiving the taxes and issuing a tax clearance certificate to that effect.




16


Based
      on
      the current Chinese laws, Zhiye, Yifeng’s subsidiary, is entitled to be exempted
      from the income tax and value-added tax for three years from August 2004
      because Zhiye has hired disable veterans as employees and the government grants
      tax benefits for such employers.




Net
      Income





Net
      income increased to $2,830,610 or $6.36 per share for the fiscal year ended
      December 31, 2006 from $1,317,718 or $4.11 per share for the fiscal year ended
      December 31, 2005, representing an increase of $1,512,982 or 114%. Including
      the
      effect of foreign currency translation, comprehensive income increased to
      $2,943,298.





Net
      Loss from Discontinued Operations





Net
      loss
      from discontinued operations was $179,639, which is primarily attributed to
      the
      discontinued operations of the Company’s subsidiaries, Datone, Inc and NB
      Telecom, Inc. The Company plans to spinoff these two discontinued firms by
      the
      end of the second quarter of 2007.





Comprehensive
      Income




Comprehensive
      income for the years ended December 31, 2006 was $2,943,298, an increase of
      $1,432,756 from $1,510,542 for 2005. The increase was primarily due to business
      expansion in both MSW disposal and environmental consulting service. Also, Yifeng
      was granted the WFOE status in the fourth quarter of 2006 and its Tax Holiday
      will commence on January 1, 2007, the first calendar year in which it had
      assessable profit. Based on the current Chinese laws, Zhiye is exempted from
      both income tax and value-added tax for three years starting August 2004
      because Zhiye hires retired veterans and the government grants tax incentives
      for such employers. As a result of this exemption, Zhiye did not record any
      income tax provision for the years ended December 31, 2006 and
      2005.




All
      of
      the income taxes accrued for the previous periods in the amount of $412,563
      have
      been reversed and included in the Statements of Income for the year ended
      December 31, 2006 as income tax benefits.




17





**Liquidity
      and Capital Resources**




Loan





We
      finance our operation and meet capital expenditure requirements primarily
      through bank loans and operating income. On November 18, 2004, the Company
      received a long-term loan from Industrial and Commercial Bank of China, Harbin
      Branch in the amount of $4,832,960, secured by the Company’s building. The loan
      is for a 5-year term, maturing November 15, 2009. Pursuant to the loan
      agreement, the interest rate for the first year was set at 7.605%. Starting
      from
      the second year and thereafter, the rates become adjustable based on the change
      of the official rates at the time. In addition to paying the quarterly interest,
      the Company is also required to make $241,648 pre-determined principal
      repayments every quarter. In 2006, principal payments in the amount of $966,592
      were made.





The
      Company’s cash flows from operations and our bank loan had so far been
      sufficient to keep pace with the growth of our business and provide sufficient
      working capital.





We
      regularly review our cash funding requirements and attempt to meet those
      requirements through a combination of cash on hand; cash provided by operations
      and available borrowings under bank lines of credit. We may evaluate possible
      acquisitions of, or investments in, businesses that are complementary to ours,
      which may require the use of cash. We believe that our cash, operating cash
      flows, credit arrangements taken together, provide adequate resources to fund
      our ongoing operating expenditures for the next 12 months. In the event that
      they do not, we may require additional funds in the future to meet our working
      capital needs or for other purposes and may seek to raise such additional funds
      through the sale of public or private equity, as well as from other sources.
      There can be no assurance that such additional funds will be available to us,
      or, if available, that they will be available on acceptable terms.





Cash
      and Cash Equivalents





As
      of
      December 31, 2006, we had $1,230,064 in cash, as compared with $821,141 in
      the
      prior year, the increase was principally attributable to the increase in our
      revenue and our efforts in collecting our accounts receivable.





Net
      cash provided by operating activities





Net
      cash
      provided by our operating activities was $3,127,290 for the year ended December
      31, 2006, an increase of $2,493,964 compared to the net cash used by our
      operating activities of $633,326 for 2005. The increase in net cash provided
      by
      operations was primarily attributable to the increase in sales and a 70.45%
      decrease in accounts receivable.





18


Net
      cash used in investing activities




Net
      cash
      used in investing activities decreased to $1,676,114 for the year ended December
      31, 2006, from $1,455,735 for 2005. The decrease was primarily attributable
      to
      the completion of construction of our Landfill in 2004.





Accounts
      Receivable




Accounts
      receivable was $442,648 as of December 31, 2006 as compared to $628,250 as
      of
      December 31, 2005. The decrease resulted from our focus on collecting our
      accounts receivables. Our average collection period for accounts receivable
      (receivables cycle) approximated 50 days in fiscal 2006 as compared to 89 days
      in fiscal 2005.





We
      do not
      extend any unsecured credit to our customers. All our account receivables have
      been collected on time and we do not anticipate any problems in collection
      in
      fiscal 2007 because of the stability in our business model and focus on
      collecting our accounts receivables. We typically allow our customers 90 days
      to
      pay their invoices but they are usually settled in less than 90 days.
      Accordingly, we have not made any provision for doubtful accounts.





Other
      Receivables




Other
      receivables were $5,391 as of December 31, 2006 as compared to $787,369 as
      of
      December 31, 2005. The Company collected most of its receivables in 2006.




Advances
      to suppliers




Advances
      to suppliers were $3,212,816 as of December 31, 2006 as compared to $2,800,806
      as of December 31, 2005. This is attributable to some unfinished construction
      on
      the Landfill, which had not been transferred to our fixed assets account.




Inventory




Inventory
      was $11,848 as of December 31, 2006 as compared to $35,401 as of December 31,
      2005. The decrease in our inventory was due to our control on inventory cost
      and
      decreasing of the quantity of our inventory.




Unearned
      Revenue




Unearned
      Revenue was $0 as of December 31, 2006 as compared to $58,668 as of December
      31,
      2005. We completed all work related to the unearned revenue in fiscal 2006
      and
      collected them. There is no new unearned revenue created in fiscal 2006.




19


Accounts
      Payable




Accounts
      payable was $84,775 as of December 31, 2006, reflecting an increase of 44.50%
      compared to $58,668 as of December 31, 2005. The 44.50% increase resulted from
      the provision of environmental consulting service by third party providers
      to
      Zhiye. The services were not completed by December 31, 2006 and accordingly,
      some of the payments had not been made.





Our
      accounts payable cycles averaged 60 days and 64 days for the years ended
      December 31, 2006 and 2005, respectively.





**Critical
      Accounting Policies and Estimates**





We
      have
      disclosed in note to our financial statements those accounting policies that
      we
      consider to be significant in determining our results of operations and our
      financial position which are incorporated by reference herein. We believe that
      the following reflect the more critical accounting policies that currently
      affect our financial condition and results of operations.




Principles
      of consolidation




The
      consolidated financial statements for the years ended December 31, 2006 and
      2005
      include the accounts of the Company and its wholly owned subsidiary, Yifeng
      and
      Yifeng’s wholly owned subsidiary, Zhiye as well as discontinued operations of
      Datone Inc. and NB Telecom, Inc. All significant inter-company balances and
      transactions are eliminated in consolidation.




Use
      of
      estimates




In
      preparing the consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America, management makes
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosures of contingent assets and liabilities at the dates
      of
      the financial statements, as well as the reported amounts of revenues and
      expenses during the reporting year. Significant estimates, required by
      management, include the recoverability of long-lived assets and the valuation
      of
      inventories. Actual results could differ from those estimates.




Cash
      and cash equivalents




For
      purposes of the statement of cash flow, the Company considers all highly liquid
      investments with an original maturity of three months or less to be cash
      equivalents.




Accounts
      Receivables




Accounts
      receivables are stated at net realizable value. Any allowance for doubtful
      accounts is established based on the management’s assessment of the
      recoverability of accounts and other receivables. A considerate amount of
      judgment is required in assessing the realization of these receivables,
      including the current credit worthiness of each customer and the related aging
      analysis. Based on this assessment, the Company considers all its accounts
      receivables fully collectible and no allowance for doubtful accounts was deemed
      necessary for the years ended December 31, 200 6
      and
      2005.




20




Inventories




Inventories
      mainly consist of the raw materials and supplies to be used in the regular
      day-to-day operations. Inventories are valued at the lower of cost or market
      with cost determined on a first-in first-out basis.




Property
      and equipment




Property
      and equipment are stated at cost, net of accumulated depreciation. Maintenance
      and repairs are charged to expense as incurred. Depreciation is computed using
      the straight-line method over the estimated useful lives of 5-10
      years.




Advance
      to suppliers




Advance
      to suppliers represent the payments made and recorded in advance for goods
      and
      services. Advances were also made for the purchase of the materials and
      equipments of the Company’s construction in progress. The final phase of the
      construction is not completed. As such, no amortization was made for the years
      ended December 31, 200 6
      and
      2005.




Income
      taxes




The
      Company accounts for income tax under the provisions of SFAS No.109 "Accounting
      for Income Taxes", which requires recognition of deferred tax assets and
      liabilities for the expected future tax consequences of the events that have
      been included in the financial statements or tax returns. Deferred income taxes
      are recognized for all significant temporary differences between tax and
      financial statements bases of assets and liabilities. Valuation allowances
      are
      established against net deferred tax assets when it is more likely than not
      that
      some portion or all of the deferred tax asset will not be realized.




The
      Company does not have any long-term deferred tax assets or liabilities in China
      that will exist once the tax holiday expires. The Company does not have any
      significant deferred tax asset or liabilities that relate to tax jurisdictions
      not covered by the tax holiday.




21


Revenue
      recognition




The
      Company utilizes the accrual method of accounting. Revenue is recognized when
      service is provided and payments of the customers and collection are reasonably
      assured. In addition, many of the Company’s clientele are required to prepay for
      the services to be performed. As such, these amounts are charged to deferred
      revenue until performance has been completed.




Foreign
      currency translation




The
      Company’s functional currency is the Renminbi (“RMB”). Foreign currency
      transactions are translated at the applicable rates of exchange in effect at
      the
      transaction dates. Monetary assets and liabilities denominated in foreign
      currencies at the balance sheet date are translated at the applicable rates
      of
      exchange in effect at that date. Revenues and expenses are translated at the
      average exchange rates in effect during the reporting period.





Translation
      adjustments arising from the use of different exchange rates from period to
      period are included as a component of stockholders' equity as "Accumulated
      Other
      Comprehensive Income". Gains and losses resulting from foreign currency
      translations are included in Accumulated Other Comprehensive
      Income.





Off-Balance
      Sheet Arrangements





The
      Company has not engaged in any off-balance sheet transactions since its
      inception.





**Item
              7.**
            **Financial
                Statements**




The
      Company's consolidated financial
      statements, including the
      notes
      thereto, together with
      the
      Report of Independent Certified
      Public Accountants
      thereon ,
      are
      presented beginning
      on page F-1.




**Item
              8.**
            **Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure**




During
      the fiscal year ended December 31, 2006, there were no changes in and
      disagreements with accountants and financial disclosure.





**Item
              8A.**
            **Controls
                and Procedures**





During
      fiscal year 2006, the Company loaned a total of $686,032 to two affiliates,
      Harbin Tianli Real Estate Co., Ltd. and Harbin Dongbao Property Management
      Co.,
      Ltd., which are both partly owned by the Company’s CEO, Yun Wang.





22


The
      loan
      to Harbin Tianli Real Estate Co., Ltd. in the amount of $640,688 bore an
      interest rate of 5.22%. The entire amount of the principal plus interest were
      due on January 21, 2007. The loan to Harbin Dongbao Property Management Co.,
      Ltd. was unsecured and interest-free. As of the date of this report, both loans
      have been repaid.





The
      Company carried out an evaluation, with the participation of our principal executive
      and principal financial officer, of the effectiveness, as of December 31, 2006,
      of our disclosure controls and procedures (as defined in Rules 13a-15(e) or
      15d-15(e) of the Securities Exchange Act of 1934). Based upon that evaluation
      and upon consultation with the Company’s counsel, made at the end of the period,
      our chief executive officer and chief financial officer concluded that our
      disclosure controls and procedures were ineffective in alerting us to a
      conceivable breach of Section 402(a) of the Sarbanes-Oxley Act, as amended,
      prohibiting the Company from making personal loans to directors and executives
      .





The
      Company is committed to improving its own internal controls and procedures
      and
      as a result of the evaluation described above, we have implemented additional
      controls and procedures. The additional controls and procedures include and
      are
      not limited to:





●
            Development
                of a more detailed internal system of
                control;


●
            Having
                management familiarize themselves with the rules and regulations
                of the
                SEC;


●
            Monthly
                analytical review of all financial activity and proposed financial
                activity by the operations and accounts department;
                and


●
            More
                frequent consultations with our legal and accounting
                advisors.





With
      the
      implementation of the above additional controls and procedures, the Company
      believes that it will substantially reduce the risks of a breach of similar
      nature as described above in the future.





Other
      than as described above, there have not been any changes in the Company’s
      internal controls and procedures.





**Item
              8B.**
            **Other
                Information**





None.





**PART
      III**





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





Below
      are
      the executive officers and directors of the Company. Each of our executive
      officers and directors is a resident of the PRC.  As a result, it may be
      difficult for investors to effect service of process within the United States
      upon them or to enforce court judgments obtained against them in the United
      States courts.




23




Directors
                and Executive Officers
            
            Position/Title
            
            AgeYun
                Wang
            
            Director/Chairman/Chief
                Executive Officer
            
            52Shibin
                Jiang
            
            Director /Chief
                Operating Officer
            
            50Jianhua
                Sun
            
            Director/Chief
                Financial Officer
            
            31




The
      following sets forth biographical information regarding the Company’s
      directors.




**Yun
      Wang**




Mr. Wang,
      age 52, graduated from the Heilongjiang Architecture College in 1989. From
      1999-
      2006, Mr. Wang served as chairman of the board of Harbin Yifeng Group Corp.
      Since 2006, Mr. Wang has served as chairman and CEO of Harbin Yifeng
      Eco-environment Co., Ltd.




**Shibin
      Jiang**




Mr. Jiang,
      age 50, graduated from Harbin Electrical Manufacture College of the First
      Mechanical Industry in 1982. From 1983 to 1987, he was a senior engineer at
      Harbin’s First Metal Vessels Factory. Thereafter, he was chief engineering
      manager at Harbin Harping Construction Company’s technology department from 1988
      to 1995. From 1995 to the present, he has been the vice president of Bin Jiang
      Commodity Transportation Market Ltd. and has also been serving as the General
      Manager, Chief Engineer and Director of Harbin Yifeng Eco-environment Co.,
      Ltd
      since 2003.




**Jianhua
      Sun**




Mr.
      Sun,
      age 31, graduated from the Daqing Heilongjiang Petroleum College with a degree
      in accounting in 1999. From 1999 to 2004, he served as a director of the cost
      section at ACheng Relay Limited Corp., a company listed on the China Stock
      Exchange. From 2004 to 2005, he worked as an accountant at the Harbin Orient
      Group’s financial subsidiary. He has been Harbin Yifeng Eco-environment Co.,
      Ltd’s Chief Financial Officer since 2006.





All
      of
      our directors were appointed September 4, 2006 and hold offices until the next
      annual meeting of the shareholders of the Company, and until their successors
      have been qualified after being elected or appointed.  Officers serve at
      the discretion of the board of directors.





24


There
      are
      no family relationships among our directors or executive officers.





During
      the past five years, none of the directors or executive officers:




(i)
            has
                had a bankruptcy petition filed by or against any business of which
                such
                person was a general partner or executive officer either at the time
                of
                the bankruptcy or within two years prior to that
                time;





(ii)
            has
                had a conviction in a criminal proceeding or is subject to a pending
                 criminal proceeding (excluding traffic violations and other minor
                offenses);





(iii)
            is
                subject to any order, judgment, or decree, not subsequently reversed,
                suspended or vacated, of any court of competent jurisdiction, permanently
                or temporarily enjoining, barring, suspending or otherwise limiting
                his
                involvement in any type of business, securities or banking activities;
                and





(iv)
            has
                been found by a court of competent jurisdiction (in a civil action),
                the
                Commission or the Commodity Futures Trading Commission to have violated
                a
                federal or state securities or commodities law, and the judgment
                has not
                been reversed, suspended or
                vacated.





Section
      16(A) Beneficial Ownership Reporting Compliance





Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our officers
      and directors and persons who own more than 10% of a registered class of our
      equity securities to file initial reports of ownership and reports of changes
      in
      ownership with the Securities and Exchange Commission (the "SEC"). Such persons
      are required by SEC regulation to furnish us with copies of all Section 16(a)
      forms they file.





Based
      solely on review of the copies of such forms received by us with respect to
      fiscal year 2006, or written representations from certain reporting persons,
      we
      believe that all filing requirements applicable to its directors, officers
      and
      persons who own more than ten percent of a registered class of the Company's
      equity securities have been complied with except for a late filing by former
      ten
      percent shareholder, Joseph C. Passalaqua of a Statement of Changes in
      Beneficial Ownership on Form 4.





**Item
      10.**  **Executive
      Compensation**





25


The
      following table reflects the compensation paid to our principal executive
      officer. We have not had any executive officer who earned more than $100,000
      in
      any of the previous two fiscal years.





Name
                and Principal Position
            
            Year
            
            Salary
              (cash
                or non-cash)
              ($)
            
            Bonus
              (cash
                or non-cash)
              ($)
            
            Stock
                Awards
              ($)
            
            Option
                Awards
              ($)
            
            Non-Equity
                Incentive Plan Compensation
              ($)
            
            Non-Qualified
                Deferred Compensation Earnings
              ($)
            
            All
                Other Compensation
              ($)
            
            Total
              ($)Craig
                H. Burton (1)
            
            
            2006
              
              2005
            
            
            40,040
              
              40,040
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            40,040
              
              40,040Joseph
                J. Passalaqua(1)
            
            
            2006
              
              2005
            
            
            27,040
              
              27,040
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            27,040
              
              27,040Yun
                Wang(1)
            
            
            2006
              
              2005
            
            
            4,500
              
              —
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            —
              
              —
            
            
            4,500
              
              —





(1)  In
      connection with the sale under the Share Purchase Agreement, the then Board
      of
      Directors of the Company, comprising Mr. Craig H. Burton, Mr. Joseph
      J. Passalaqua and Mr. Lewis McGuiness, agreed at the closing of the Share
      Purchase Agreement to (a) appoint Yun Wang as a Director of the Company,
      Chairman of the Board and Chief Executive Officer of the Company, (b) appoint
      Shibin Jiang and Jianhua Sun as directors of the Company, subject to the filing
      and dissemination of Schedule 14f-1, and (c) submit their resignation as
      directors and officers of the Company, subject to the filing and dissemination
      of Schedule 14f-1.





As
      a
      result thereof, immediately after the closing of the Share Purchase Agreement,
      Messrs. Yun Wang, Shibin Jiang and Jianhua Sun constituted the entire Board
      of Directors of the Company. The change in the composition of the Board of
      Directors disclosed in the Company’s Schedule 14f-1 filing resulted in a change
      in control of the Board of Directors of the Company.





On
      August
      25, 2006, the Company filed an information statement with the SEC relating
      to
      the change in control of our Board of Directors containing the information
      required under Rule 14f-1 of the Exchange Act and on August 31, 2006, the
      Company distributed that information statement to all holders of record of
      Common Stock.





The
      Board
      of Directors appointed Mr. Yun Wang as the Company’s Chief Executive Offier, Mr.
      Shibin Jiang and its Chief Operating Offier and Mr. Jianhua Sun as its Chief
      Financial Offier. Both Mr. Jiang’s and Mr. Sun’s total compensation for the
      years ended December 31, 2005 and December 2006 did not exceed
      $100,000.





26
 
  **Compensation
          Discussion and Analysis**


Overview
      of Compensation Program and Philosophy





The
      Company has three executive officers, Messrs Yun Wang, Shibin Jiang and Jianhua
      Sun. who are also directors of the Company. The Board of Directors also serve
      as
      the Company’s compensation committee.





The
      Board
      of Director’s goal in determining compensation levels is to adequately reward
      the efforts and achievements of executive officers for the management of the
      Company. The Company has no pension plan, stock option plan, non-equity
      incentive plan or deferred compensation arrangement. The Company has not used
      a
      compensation consultant in any capacity but believes that it executive officer
      compensation package is comparable to similar businesses in its location of
      its
      operations.





Each
      of
      the three executive officers has an employment agreement with the Company that
      outlines salary and benefit arrangements. The three agreements have similar
      terms, which include, but are not limited to: base salaries of cash, the
      provision of labor-related insurance, termination for cause, termination on
      30
      days’ notice and termination without notice and the provision of labor-related
      benefits in conformance with PRC labor laws. These agreements have one-year
      terms.





Compensation
      of Directors





Persons
      who are directors and employees are not currently additionally compensated
      for
      their services as a director. There is no plan for compensation of persons
      who
      are directors who are not employees, but it is expected that in the future
      we
      will create a remuneration and expense reimbursement plan. It is anticipated
      that such a plan would be primarily based on stock options.





**Item
              11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters**





The
      following table sets forth certain information, as of December 31, 2006,
      concerning (i) any person or group owning more than 5% of our common stock
      and
      concerning shares beneficially owned by (ii) each director, (iii) our chief
      executive officer and each other executive officer whose cash compensation
      for
      the most recent fiscal year exceeded $100,000 and (iv) all executive officers
      and directors as a group.





Title
                of Class
            
            Name
                and Address of Beneficial Owner
            
            Amount
                and Nature of Beneficial Owner (1)
            
            Percent
                of ClassCommon
                Stock
            
            Yun
                Wang
              Harbin
                Dongdazhi Street 165,Harbin,
                People’s Republic of China 150001
            
            
            6,348,000
            
            
            63.48
            %Common
                Stock
            
            Shibin
                Jiang
              Harbin
                Dongdazhi Street 165,Harbin,
                People’s Republic of China 150001
            
            
            1,196,000
            
            
            11.96
            %Common
                Stock
            
            Bin
                Feng
              Harbin
                Dongdazhi Street 165,Harbin,
                People’s Republic of China 150001
            
            
            1,656,000
            
            
            16.56
            %Common
                Stock
            
            Jianhua
                Sun
              Harbin
                Dongdazhi Street 165,Harbin,
                People’s Republic of China 150001
            
            
            —
            
            
            —Common
                Stock
            
            All
              executive officers and directors
            
            
            9,200,000
            
            
            92
            %





(1)  Pursuant
      to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of
      any
      securities as to which such person, directly or indirectly, through any
      contract, arrangement, undertaking, relationship or otherwise has or shares
      voting power and/or investment power or as to which such person has the right
      to
      acquire such voting and/or investment power within 60 days.





27


(2)  Percentage
      of beneficial ownership as to any person as of a particular date is calculated
      by dividing the number of shares beneficially owned by such person by the sum
      of
      the number of shares outstanding as of such date and the number of unissued
      shares as to which such person has the right to acquire voting and/or investment
      power within 60 days. The number of shares shown includes
      outstanding


shares
      of
      Common Stock owned as of December 31, 2006 by the person indicated.





Our
      total
      issued and outstanding stock as of December 31, 2006 was 9,370,186 shares.





**Item
              12.**
            **Certain
                Relationships and Related Transactions, and Director
                Independence**




The
        Company had loans receivable in the amount of $686,032 from two affiliates,
        Harbin Tianli Real Estate Co., Ltd. and Harbin Dongbao Property Management
        Co.,
        Ltd., which are both partly owned by one of the Company’s major shareholders.
        The loan to Harbin Tianli Real Estate Co., Ltd. in the amount of $640,688
        bears
        interest rate of 5.22%. The entire amount of the principal plus interest
        are due
        on January 21, 2007.  The loan to Harbin Dongbao Property Management Co.,
        Ltd. is unsecured and interest-free. As of the date of this
        report, both loans have been repaid.




28


None
      of
      the directors of the Company is an independent director pursuant to the
      definition of “independent director” under the Rules of NASDAQ, Marketplace Rule
      4200(a)(15). The Company does not have a separately designated audit, nominating
      or compensation committee or committee performing similar functions and the
      Board of Directors fulfills the roles of such committees. The members of the
      Board of Directors of the Company are also not independent under the relevant
      committee independence standards of the Rules of NASDAQ.





The
      Company is exempt from the requirement of having a majority of its Board of
      Directors comprise independent directors because it falls under the definition
      of a “Controlled Company” (Rules of NASDAQ, Marketplace Rule 4350(c)(5)) , which
      is a company of which more than 50% of the voting power is held by an
      individual, a group or another company. Mr. Yun Wang holds 63.48% of the voting
      power of the Company and the Majority Shareholders, comprising Messrs Yun Wang,
      Shibin Jiang and Bin Feng, control 92% of the voting power of the
      Company.





**Item
              13.**
            **Exhibits**


3.1
              
              Articles
                  of Incorporation (1)3.2
              
              Amended
                  Articles of Incorporation (1)3.3
              
              Amended
                  Articles of Incorporation (1)3.4
              
              Nevada
                  Articles of Incorporation (2)3.5
              
              Bylaws
                  (1)3.6
              
              Nevada
                  Bylaws (2)3.7
              
              Specimen
                  of Common Stock certificate (1)4.1.
              
              Share
                  Purchase Agreement, dated as of September 6, 2006 by and among
                  Joseph J.
                  Passalaqua, Greenwich Holdings, LLC and Yun Wang, Bin Feng and
                  Shibin
                  Jiang. (3)
  29
  4.2
              
              Convertible
                  Notes issued to Yun Wang, Bin Feng and Shibin Jiang.(3)10.1
              
              Share
                  Exchange Agreement dated as of September 6, 2006 between the Registrant
                  and American Eco-environment Corporation (“AEEC”) and the stockholders of
                  AEEC. (3)10.2
              
              Consulting
                  Agreement dated as of September 5, 2006 between the registrant
                  and Belmont
                  Partners, LLC (“Belmont”). (3)10.3
              
              Consulting
                  Agreement dated as of September 5, 2006 between Belmont and Harbin
                  Yifeng
                  Eco-environment Co., Ltd. (3)16.1
              
              Letter
                  dated September 7, 2006 from USIP.COM, Inc. to Robison Hill & Co.
                  (3)16.2
              
              Letter
                  dated September 11, 2006 from Robison Hill & Co. to the Securities and
                  Exchange Commission. (3)21.1
              
              List
                  of Subsidiaries (3)31.1
              
              Sarbanes-Oxley
                  Act of 2002 Section 302 Certification by Yun Wang.31.2
              
              Sarbanes-Oxley
                  Act of 2002 Section 302 Certification by Jianhua Sun.32.1
              
              Sarbanes-Oxley
                  Act of 2002 Section 906 Certification by Yun Wang and Jianhua
                  Sun.




(1)
            Incorporated
                by reference to the Registrant’s Form 10-SB filed on July 28,
                2000.(2)
            Incorporated
                by reference to the Registrant’s Information Statement on Schedule 14C
                filed on September 23, 2005.(3)
            Incorporated
                by reference to Registrant’s Form 8-K filed on September 12,
                2006.




**Item
              14.**
            **Principal
                Accountant Fees and
                Services**




Aggregate
      fees billed by the Company's current principal accountants, Bagell, Josephs,
      Levine & Company, L.L.C. for audit services related to the most recent
      fiscal year, and for other professional services billed in the most recent
      fiscal year, were as follows:


FISCAL
                  2006Audit
                  Fees (1)
              
              $
              60,000Audit-Related
                  Fees
              
              
              —Tax
                  Fees (2)
              
              
              —All
                  Other Fees
              
              
              —Total
              
              $
              60,000





(1)
            Comprised
                the audit of the Company's annual financial statements and reviews
                of the
                Company's quarterly financial statements, as well as consents related
                to
                and reviews of other documents filed with the Securities and Exchange
                Commission.




30




(2)
            Comprised
                preparation of all federal and state corporate income tax returns
                for the
                Company and its subsidiaries.





Aggregate
      fees billed by the Company's previous principal accountants, Robison, Hill
&
Company, for audit services related to the most recent two fiscal years, and
      for
      other professional services billed in the most recent two fiscal years, were
      as
      follows:


FISCAL
                  2006
              
              FISCAL
                  2005Audit
                  Fees (1)
              
              $
              25,184
              
              $
              14,261Audit-Related
                  Fees
              
              
              —
              
              
              —Tax
                  Fees (2)
              
              $
              250
              
              $
              896All
                  Other Fees
              
              
              —
              
              
              —Total
              
              $
              25,434
              
              $
              15,157





(1)
            Comprised
                the audit of the Company's annual financial statements and reviews
                of the
                Company's quarterly financial statements, as well as consents related
                to
                and reviews of other documents filed with the Securities and Exchange
                Commission.





(2)
            Comprised
                preparation of all federal and state corporate income tax returns
                for the
                Company and its subsidiaries.





Under
      the
      Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by the
      Company's independent accountants must now be approved in advance by the Audit
      Committee to assure that such services do not impair the accountants'
      independence from the Company. The Company does not have an Audit Committee,
      therefore, the Board of Directors reviews and approves audit and permissible
      non-audit services performed by Bagell, Josephs, Levine & Company L.L.C. and
      Robison, Hill & Company, as well as the fees charged by them for such
      services.





31





SIGNATURES





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




EASTERN
              ENVIRONMENT SOLUTIONS,
              CORP.Date:
              March 30, 2007
            
            /s/
              Yun
              WangYun
                Wang




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, this Report has been signed below by the following persons on behalf
      of
      the Registrant and in the capacities and on the dates indicated.




/s/
                Yun Wang
              Yung
                Wang, Director/Chief Executive Officer
            March
              30, 2007/s/
                Shibin Jiang
              Shibin
                Jiang, Director
            March
              30, 2007/s/
                Jianhua Sun
              Jianhua
                Sun, Director/Chief Financial Officer
            March
              30, 2007





32





**EASTERN
      ENVIRONMENT SOLUTIONS, CORP.**


**(FORMERLY
      USIP.COM, INC.)**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**




**1.
      BASIS OF PRESENTATION AND ORGANIZATION**




Eastern
      Environment Solutions, Corp. (“the Company” or “EESC”) was incorporated under
      the laws of the State of Nevada and formerly known as USIP.COM, Inc. (“USIP”).




On
      September 6, 2006, USIP entered into a share purchase agreement with each of
      Messrs. Yun Wang, Shibin Jiang and Bin Feng (“Purchasers”). Pursuant to the
      share purchase agreement, the Company agreed to sell to Purchasers 50.1% of
      the
      Company’s total 49, 643,222 shares of issued and outstanding common stock.




On
      the
      same day, the Company also signed a Share Exchange Agreement with American
      Eco-Environment Corporation (“AEEC”), a privately held Delaware holding
      Corporation, whereby, the Company agreed to acquire all of the outstanding
      capital stocks of AEEC by issuing a $5,000,000 face value fixed convertible
      notes to the shareholders of AEEC, namely, Yun Wang, Shibin Jiang and Bin Feng.
      The notes converted on December 27, 2006 upon the occurrence of the Reverse
      Split into 9,049,399 post-split shares of common stock of the Company. The
      Notes
      also carried a total of 1,494,144,955 votes and had a right to vote along with
      the common stock on all matters.




As
      a
      result of these transactions, there was a change in control of USIP as the
      shareholders of AEEC became the majority shareholders of USIP.




For
      accounting purposes, the transaction has been accounted for as a reverse
      acquisition under the purchase method of accounting. Accordingly, AEEC was
      treated as the continuing entity for accounting purposes. Following the merger,
      the officers and directors of USIP.COM resigned and were replaced with the
      officers and directors of AEEC.




On
      October 20, 2006, the Board of Directors of the Company approved to change
      the
      name of the Company to Eastern Environment Solutions Corporation and to effect
      a
      165.1099:1 reverse stock split of the outstanding shares of Common Stock (the
      “Reverse Split” and, together with the Name Change, the “Corporate Actions”).
      The Definitive Information Statement was filed with the SEC on November 15,
      2006. The Corporate Actions became effective on December 27, 2006.




The
      Company operates its business through its wholly-owned subsidiary Harbin Yifeng
      Eco-Environment Co., Ltd. (“ Harbin Yifeng”), a corporation organized and
      existing under the laws of the People’s Republic of China (“PRC”). Harbin Yifeng
      is an environmental engineering company in the PRC that specializes in providing
      non-hazardous municipal solid waste processing and disposal services in the
      northeast regions of China.




The
      Company’s consolidated financial statements have been prepared in accordance
      with generally accepted accounting principles in the United States of America
      (“US GAAP”)




33


**EASTERN
        ENVIRONMENT SOLUTIONS, CORP.**
 **(FORMERLY
        USIP.COM, INC.)**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006 AND 2005**




**1.
      BASIS OF PRESENTATION AND ORGANIZATION (Continued)**




This
      basis of accounting differs in certain material respects from that used for
      the
      preparation of the books of account of the Company’s principal subsidiaries,
      which are prepared in accordance with the accounting principles and the relevant
      financial regulations applicable to enterprises with limited liabilities
      established in the PRC (“PRC GAAP”), the accounting standards used in the places
      of their domicile.  The accompanying consolidated financial statements
      reflect necessary adjustments not recorded in the books of account of the
      Company’s subsidiaries to present them in conformity with US GAAP.




**2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**Principles
      of consolidation**





The
      consolidated financial statements for the years ended December 31, 2006 and
      2005
      include the accounts of the Company and its wholly owned subsidiary, Harbin
      Yifeng and Harbin Yifeng’s wholly owned subsidiary, Harbin Yifeng Zhiye
      Mananagement Co., Ltd. (“Yifeng Zhiye”) as well as discontinued operations of
      Datone Inc. and NB Telecom, Inc. All significant inter-company balances and
      transactions are eliminated in consolidation.





**Use
      of estimates**





In
      preparing the consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America, management makes
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosures of contingent assets and liabilities at the dates
      of
      the financial statements, as well as the reported amounts of revenues and
      expenses during the reporting year. Significant estimates, required by
      management, include the recoverability of long-lived assets and the valuation
      of
      inventories. Actual results could differ from those estimates.





**Cash
      and cash equivalents**





For
      purposes of the statement of cash flow, the Company considers all highly liquid
      investments with an original maturity of three months or less to be cash
      equivalents.





34


**EASTERN
        ENVIRONMENT SOLUTIONS, CORP.**
 **(FORMERLY
        USIP.COM, INC.)**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006 AND 2005**





**2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





**Accounts
      Receivables**





Accounts
      receivables are stated at net realizable value. Any allowance for doubtful
      accounts is established based on the management’s assessment of the
      recoverability of accounts and other receivables. A considerate amount of
      judgment is required in assessing the realization of these receivables,
      including the current credit worthiness of each customer and the related aging
      analysis. The Company’s receivables are primarily due from municipal government
      of Harbin City and are considered fully collectible. Therefore, no allowance
      for
      doubtful accounts was deemed necessary for the years ended December 31, 2006
      and
      2005.





**Inventories**





Inventories
      mainly consist of the raw materials and supplies to be used in the regular
      day-to-day operations. Inventories are valued at the lower of cost or market
      with cost determined on a first-in first-out basis.





**Property
      and equipment**





Property
      and equipment are stated at cost, net of accumulated depreciation. Maintenance
      and repairs are charged to expense as incurred. Depreciation is computed using
      the straight-line method over the estimated useful lives of 5-10
      years.




**Advance
      to suppliers**





Advance
      to suppliers represent the payments made and recorded in advance for goods
      and
      services. Advances were also made for the purchase of the materials and
      equipments of the Company’s construction in progress. The final phase of the
      construction is not completed. As such, no amortization was made for the years
      ended December 31, 2006 and 2005.





**Revenue
      recognition**





The
      Company utilizes the accrual method of accounting. Revenue is recognized when
      service is provided and payments of the customers and collection are reasonably
      assured. In addition, many of the Company’s clientele are required to prepay for
      the services to be performed. As such, these amounts are charged to deferred
      revenue until performance has been completed.





35


**EASTERN
        ENVIRONMENT SOLUTIONS, CORP.**
 **(FORMERLY
        USIP.COM, INC.)**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006 AND 2005**





**2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





**Income
      taxes**





The
      Company accounts for income tax under the provisions of SFAS No.109 "Accounting
      for Income Taxes", which requires recognition of deferred tax assets and
      liabilities for the expected future tax consequences of the events that have
      been included in the financial statements or tax returns. Deferred income taxes
      are recognized for all significant temporary differences between tax and
      financial statements bases of assets and liabilities. Valuation allowances
      are
      established against net deferred tax assets when it is more likely than not
      that
      some portion or all of the deferred tax asset will not be realized.





The
      Company does not have any long-term deferred tax assets or liabilities in China
      that will exist once the tax holiday expires (See Note 7). The Company does
      not
      have any significant deferred tax asset or liabilities that relate to tax
      jurisdictions not covered by the tax holiday.





**Concentration
      of credit risk**





Financial
      instruments that potentially subject the Company to concentration of credit
      risk
      consist primarily of accounts receivable and other receivables. The Company
      does
      not require collateral or other security to support these receivables. The
      Company conducts periodic reviews of its clients' financial condition and
      customer payment practices to minimize collection risk on accounts
      receivable.





The
      operations of the Company are located in the PRC. Accordingly, the Company's
      business, financial condition, and results of operations may be influenced
      by
      the political, economic, and legal environments in the PRC, in addition to
      the
      general state of the PRC economy.





The
      Company's operations in the PRC are subject to special considerations and
      significant risks not typically associated with companies in North America
      and
      Western Europe. These include risks associated with, among others, the
      political, economic and legal environments legal environments and foreign
      currency exchange.





The
      Company's results may be adversely affected by changes in the political and
      social conditions in the PRC, and by changes in governmental policies with
      respect to laws and regulations, anti-inflationary measures, currency conversion
      and remittance abroad, and rates and methods of taxation, among other
      things.





36


**EASTERN
        ENVIRONMENT SOLUTIONS, CORP.**
 **(FORMERLY
        USIP.COM, INC.)**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006 AND 2005**





**2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





**Segment
      Reporting**





Statement
      of Financial Accounting Standards No. 131 (“SFAS 131”), "Disclosure About
      Segments of an Enterprise and Related Information" requires use of the
“management approach” model for segment reporting. The management approach model
      is based on the way a company's management organizes segments within the company
      for making operating decisions and assessing performance. Reportable segments
      are based on products and services, geography, legal structure, management
      structure, or any other manner in which management disaggregates a company.





SFAS
      131
      has no effect on the Company's financial statements as substantially all of
      the
      Company's operations are conducted in one industry segment. The Company consists
      of one reportable business segment. All of the Company's assets are located
      in
      The People's Republic of China.





**Fair
      value of financial instruments**





The
      carrying amounts of certain financial instruments, including cash and cash
      equivalents, accounts receivable, other receivables, accounts payable, accrued
      expenses, taxes payable, notes payable and other loans payable approximate
      fair
      value due to the short-term nature of these items. The carrying amounts of
      bank
      borrowings approximate the fair value based on the Company's expected borrowing
      rate for debt with similar remaining maturities and comparable
      risk.





**Foreign
      currency translation**





The
      Company’s functional currency is the Renminbi (“RMB”). Foreign currency
      transactions are translated at the applicable rates of exchange in effect at
      the
      transaction dates. Monetary assets and liabilities denominated in foreign
      currencies at the balance sheet date are translated at the applicable rates
      of
      exchange in effect at that date. Revenues and expenses are translated at the
      average exchange rates in effect during the reporting period.





Translation
      adjustments arising from the use of different exchange rates from period to
      period are included as a component of stockholders' equity as "Accumulated
      Other
      Comprehensive Income". Gains and losses resulting from foreign currency
      translations are included in Accumulated Other Comprehensive
      Income.





37


**EASTERN
        ENVIRONMENT SOLUTIONS, CORP.**
 **(FORMERLY
        USIP.COM, INC.)**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006 AND 2005**





**2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





**Stock-based
      compensation**





The
      Company measures compensation expense for its non-employee stock-based
      compensation under the Financial Accounting Standards Board (FASB) Emerging
      Issues Task Force (EITF) Issue No. 96-18, “ *Accounting
      for Equity Instruments that are Issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling, Goods or Services* ”.
      The
      fair value of the option issued is used to measure the transaction, as this
      is
      more reliable than the fair value of the services received. Fair value is
      measured as the value of the Company’s common stock on the date that the
      commitment for performance by the counterparty has been reached or the
      counterparty’s performance is complete.





**Earnings
      (Loss) per share**





Basic
      earnings (loss) per share are computed by dividing income (loss) available
      to
      common shareholders by the weighted-average number of common shares outstanding
      during the period. Diluted earnings per share is computed similar to basic
      earnings per share except that the denominator is increased to include the
      number of additional common shares that would have been outstanding if the
      potential common shares had been issued and if the additional common shares
      were
      dilutive. There are no common stock equivalents available for dilution purposes
      as of December 31, 2006 and 2005.





**New
      accounting pronouncements**





In
      September 2006, the SEC issued SAB No. 108, which provides guidance on the
      process of quantifying financial statement misstatements. In SAB No. 108, the
      SEC staff establishes an approach that requires quantification of financial
      statement errors, under both the iron-curtain and the roll-over methods, based
      on the effects of the error on each of the Company’s financial statements and
      the related financial statement disclosures. SAB No.108 is generally effective
      for annual financial statements in the first fiscal year ending after November
      15, 2006. The transition provisions of SAB No. 108 permits existing public
      companies to record the cumulative effect in the first year ending after
      November 15, 2006 by recording correcting adjustments to the carrying values
      of
      assets and liabilities as of the beginning of that year with the offsetting
      adjustment recorded to the opening balance of retained earnings. The Company
      does not expect that the adoption of SAB No.108 would have a material effect
      on
      the Company’s consolidated financial statements.




38


**EASTERN
        ENVIRONMENT SOLUTIONS, CORP.**
 **(FORMERLY
        USIP.COM, INC.)**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006 AND 2005**





**2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**




In
      September 2006, the FASB issued SFAS 157, *Fair
      Value Measurements,* which
      defines fair value *,* establishes
      a framework for measuring fair value in generally accepted accounting
      principles, and expands disclosures about fair value measurements. SFAS 157
      applies under other accounting pronouncements that require or permit fair value
      measurements, where fair value is the relevant measurement attribute. The
      standard does not require any new fair value measurements. SFAS 157 is effective
      for financial statements issued for fiscal years beginning after November 15,
      2007, and interim periods within those fiscal years. The Company is currently
      evaluating the impact of adopting SFAS 157 on its consolidated financial
      statements.




In
      July
      2006, the FASB issued FIN 48, *Accounting
      for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109,* which
      clarifies the accounting for uncertainty in tax positions. This Interpretation
      requires that the Company recognizes in its consolidated financial statements
      the impact of a tax position if that position is more likely than not of being
      sustained on audit, based on the technical merits of the position. The
      provisions of FIN 48 are effective for the Company on January 1, 2007, with
      the
      cumulative effect of the change in accounting principle, if any, recorded as
      an
      adjustment to opening retained earnings. The Company is currently evaluating
      the
      impact of adopting FIN 48 on its consolidated financial statements.




In
      February 2006, the Financial Accounting Standards Board ( “ FASB ” )
      issued
      SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, which amends
      SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities
      ( “ SFAS
      No.
      155), and SFAS No. 140, Accounting for Transfers and Servicing of Financial
      Assets and Extinguishments of Liabilities. SFAS No. 155 simplifies the
      accounting for certain derivatives embedded in other financial instruments
      by
      allowing them to be accounted for as a whole if the holder elects to account
      for
      the whole instrument on a fair value basis. SFAS No. 155 also clarifies and
      amends certain other provisions of SFAS No. 133 and SFAS No. 144. The Company
      does not expect the adoption of SFAS No. 155 to have a material impact on its
      financial position, results of operations or cash flows as the Company currently
      has no financial instruments within the scope of SFAS No. 155.




39


**EASTERN
        ENVIRONMENT SOLUTIONS, CORP.**
 **(FORMERLY
        USIP.COM, INC.)**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006 AND 2005**





**3.
      INVENTORY**




Inventory
      as of December 31, 2006 consists of the following:


Materirals
              
              $
              9,949Supplies
              
              
              1,899Total
              
              $
              11,848





No
      allowance for inventory was made for the years ended December 31,
      2006.





**4.
      PROPERTY AND EQUIPMENT, NET**





Property
      and equipment at December 31, 2006 consist of the following:


Machinery
                  & Equipment
              
              $
              773,436Automobiles
              
              
              217,056Landfills
              
              
              1,828,645Subtotal
              
              
              2,819,137Less:
                  Accumulated Depreciation
              
              
              (459,584
              )Construction
                  in progress
              
              
              2,666,593Total
                  Property and equipment, net
              
              $
              5,026,146





Depreciation
      expenses for the year ended December 31, 2006 and 2005 were $222,022 and
      $208,927, respectively.





Construction
      in progress represents direct costs of construction or acquisition and design
      fees incurred for the Company’s new plant and equipment. Capitalization of these
      costs ceases and the construction in progress is transferred to plant and
      equipment when substantially all the activities necessary to prepare the assets
      for their intended use are completed. No depreciation is provided until it
      is
      completed and ready for its intended use.





As
      of
      December 31, 2006, the costs involved with construction in progress amounted
      to
      the total of $2,666,593.





40


**EASTERN
        ENVIRONMENT SOLUTIONS, CORP.**
 **(FORMERLY
        USIP.COM, INC.)**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006 AND 2005**





**5.
      RELATED PARTY TRANSACTIONS**





The
      Company has loans receivable in the amount of $686,032 from two affiliates,
      Harbin Tianli Real Estate Co., Ltd. and Harbin Dongbao Property Management
      Co.,
      Ltd., which are both owned by one of the Company’s major shareholders. The loan
      to Harbin Tianli Real Estate Co., Ltd. in the amount of $640,689 bears interest
      rate of 5.22%. The entire amount of the principal plus interest are due on
      January 21, 2007. As of the date of this report, the loan was repaid as
      scheduled. The loan to Harbin Dongbo Property Management Co., Ltd. is unsecured
      and interest free. The management of the Company expects the entire amount
      of
      this outstanding loan will be repaid within one year as well.




**6.
      BANK LOAN PAYABLE**





On
      November 18, 2004, the Company received a long-term loan from Industrial and
      Commercial Bank of China, Harbin Branch in the amount of $4,832,960, secured
      by
      the Company’s building. The loan is for a 5-year term, maturing November 15,
      2009. Pursuant to the loan agreement, the interest rate for the first year
      was
      set at 7.605%. Starting from the second year and thereafter, the rates become
      adjustable based on the change of the official rates at the time. In addition
      to
      paying the quarterly interest, the Company is also required to make $241,648
      pre-determined principal repayments every quarter. In 2006, principal payments
      in the amount of $966,592 were made.





As
      of
      December 31, 2006, the loan payable consists of the following:


Loan
                  payable
              
              $
              2,899,776Less:
                  current portion
              
              
              966,592Loan
                  payable - long-term
              
              $
              1,933,184




41


**EASTERN
        ENVIRONMENT SOLUTIONS, CORP.**
 **(FORMERLY
        USIP.COM, INC.)**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006 AND 2005**





**6.
      BANK LOAN PAYABLE (Continued)**





Maturities
      of the long-term debt are as follows:


Year2007
              
              $
              966,5922008
              
              
              966,5922009
              
              
              966,592Total
              
              $
              2,899,776




**7.
      INCOME TAXES**





***United
      States Tax***





EESC
      is
      subject to United States of America tax law. No provision for income taxes
      in
      the United States or elsewhere has been made as EESC had no taxable income
      subject to U.S. taxes for the year ended December 31, 2006.





***PRC
      Tax***





Two
      of
      the Company’s operating subsidiaries, Harbin Yifeng and Yifeng Zhiye are both
      registered and operate in Harbin, China. They are governed by the Income Tax
      Law
      of the People’s Republic of China concerning the private-run enterprises, which
      are normally subject to tax at a statutory rate of 33% (30% state income tax
      plus 3% local income tax) on its taxable income. Upon the acquisition of Harbin
      Yifeng by AEEC, Harbin Yifeng has applied to be treated as a Wholly Foreign
      Owned Enterprise (“WFOE”). In accordance with the relevant income tax laws, the
      profits of WFOEs are fully exempted from income tax for two years, from the
      first profit making calendar year of operations after offset of accumulated
      taxable losses, followed by a 50% income tax reduction for the immediate next
      three calendar years (“tax holiday”).





Harbin
      Yifeng was granted the status of WFOE in the fourth quarter of 2006 upon the
      reserve merger with USIP with a choice of starting the tax holiday immediately
      or the next calendar year. Harbin Yifeng elected for this tax holiday to
      commence in January 2007. Its two-year tax exemption period will be from January
      1, 2007 to December 31, 2008 and the three-year income tax reduction period
      will
      be from January 1, 2009 to December 31, 2011. As a part of this election, Harbin
      Yifeng will still be liable for the income tax from the date of the approval
      (December 1, 2006) to December 31, 2006. All of the income taxes accrued prior
      to December 1, 2006 in the amount of $412,563 have been forgiven and included
      in
      the Statements of Income for the year ended December 31, 2006 as income tax
      benefits





42


**EASTERN
        ENVIRONMENT SOLUTIONS, CORP.**
 **(FORMERLY
        USIP.COM, INC.)**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006 AND 2005**


**7.
      INCOME TAXES (Continued)**





Based
      on
      the current Chinese laws, Yifeng Zhiye, Harbin Yifeng’s wholly -owned
      subsidiary, is exempted from both income tax and value-added tax for three
      years starting August 2004 because Zhiye hires retired veterans and the
      government grants tax incentives for such employers. As a result of this
      exemption, Yifeng Zhiye did not record any income tax provision for the years
      ended December 31, 2006 and 2005.





**8.
      MAJOR CUSTOMER**





The
      Company has an exclusive 17-year agreement with Harbin Municipal Urban
      Administrative Bureau (“HMUAB”) to handle approximately one-third of the city’s
      solid waste disposal. The revenue from HMUAB alone accounted for 73% of the
      gross revenues for the year ended December 31, 2006. At December 31, 2006,
      the
      total receivable balance due from HMUAB was $254,444, representing 57% of the
      total account receivable balance.





**9.
      STATUTORY RESERVES**





Pursuant
      to the laws of People’s Republic of China, the Company is generally required to
      maintain certain statutory reserves by appropriating from its after-tax profit
      before declaration or payment of dividends. The reserves, which include a
      general reserve fund and a common welfare fund, form part of the equity of
      the
      Company. The general reserve fund requires annual appropriations of at least
      10%
      of after-tax profit (as determined under PRC GAAP); the common welfare fund
      appropriations are at the Company’s discretion. The appropriation to statutory
      reserve ceases when the balances of the reserve reach 50% of the registered
      capital of the Company. However, the laws exclude the companies owned by foreign
      entities. In this case, the Company’s Chinese subsidiaries fall within the
      category of the companies that can be exempted from making any statutory
      reserves. The Company has elected not to make any more reserves for the year
      ended December 31, 2006.





The
      following represents the accumulated reserves the Company already made as of
      December 31, 2006:


General
                  Reserve
              
              $
              124,104Common
                  Welfare Reserve
              
              
              62,052Total
              
              $
              186,156




43


**EASTERN
        ENVIRONMENT SOLUTIONS, CORP.**
 **(FORMERLY
        USIP.COM, INC.)**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006 AND 2005**





**10.
      STOCKHOLDERS’ EQUITY**





On
      September 6, 2006, AEEC and its stockholders entered into a Share Purchase
      and
      Share Exchange agreement with USIP, as more fully described in Note 1. In
      connection with these transactions, AEEC was merged with and into USIP and
      the
      separate existence of USIP ceased. On the date of the merger, there were
      49,632,222 shares of Common Stock of USIP outstanding. As a part of the merger,
      USIP issued a $5,000,000 face value convertible note to the stockholders of
      AEEC. The note was credited as a short-term liability on the Company’s book with
      a debit of $3,015,518 to Stockholders’ Equity of the surviving entity. Prior to
      and immediately after the reverse merger, the Company’s total number of shares
      of Common Stock issued and outstanding was 49,632,222.





On
      December 27, 2006, the Company effected a 165.1099:1 reverse split of its
      49,632,222 shares of Common Stock outstanding into 320,787 post-split shares.
      Simultaneously, the $5,000,000 face value note was converted into 9,049,399
      post-split shares of common stock. The occurrence of the conversion of the
      Note
      resulted in the satisfaction of the debt and a reverse of the previously
      reduction of $3,015,518 to the Stockholders’ Equity of the surviving entity. The
      total number of the Company’s Common Stock outstanding as of December 31, 2006
      is 9,370,186.





**11.
      DISCONTINUED OPERATIONS**




In
      the
      share exchange agreement entered with AEEC, The Company agreed to spin off
      the
      operations of its two subsidiaries: Datone Inc. and NB Telecom Inc. (“
Subsidiaries”). Upon satisfaction of necessary filings, the Subsidiaries would
      cease to be wholly owned subsidiaries of the Company. As of the date of this
      report, the transaction has not been completed. The Company expects to finalize
      the procedures in the second quarter of 2007.




**12.
      COMMITMENTS AND CONTINGENCIES**





The
      waste
      management field is strictly regulated and closely monitored by the local
      government. In addition, the Chinese market in which the Company operates poses
      certain macro-economic and regulatory risks and uncertainties. These
      uncertainties extend to the ability of the Company to operate its business
      and
      to maintain environmentally safe and sound in China where the waste management
      under the BOT method (Build, Operate, Transfer) is still relatively new. Though
      the People’s Republic of China has, since 1978, implemented a wide range of
      market-oriented economic reforms, continued reforms and progress towards a
      full
      market-oriented economy are uncertain. Some restrictions are currently in place
      or are unclear in the waste management field. The Company’s legal structure and
      scope of operations could be subjected to restrictions that could result in
      severe limits to the Company’s ability to conduct business in
      China.





44




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





The
      Board
      of Directors and Stockholders


Eastern
      Environment Solutions, Corp. (Formerly USIP.COM, INC.)


Harbin,
      PRC




We
      have
      audited the accompanying consolidated balance sheet of Eastern Environment
      Solutions, Corp. and its subsidiaries as of December 31, 2006 and the related
      consolidated statements of income, changes in stockholders’ equity, and cash
      flows for each of the two years ended December 31, 2006 and 2005. These
      consolidated financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audits.





We
      conducted our audits in accordance with standards established by the Public
      Company Accounting Oversight Board (United States). Those standards require
      that
      we plan and perform the audits to obtain reasonable assurance about whether
      the
      financial statements are free of material misstatement. The Company is not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting. Our audits included consideration of internal
      control over financial reporting as a basis for designing audit procedures
      that
      are appropriate in the circumstances, but not for the purpose of expressing
      an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audits provide
      a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Eastern Environment
      Solutions, Corp. and its subsidiaries as of December 31, 2006 and the results
      of
      its operations, changes in stockholders’ equity, and cash flows for each of the
      two years ended December 31, 2006 and 2005 in conformity with accounting
      principles generally accepted in the United States of America.




**Bagell
      Josephs, Levine & Company, LLC**


Bagell
      Josephs, Levine & Company, LLC


Gibbsboro,
      New Jersey





March
      12,
      2007





45




**EASTERN
      ENVIRONMENT SOLUTIONS, COR** **P.**


**(FORMERLY
      USIP.COM, INC.)**





**FINANCIAL
      STATEMENTS**





**DECEMBER
      31, 2006**




46


**EASTERN
                  ENVIRONMENT SOLUTIONS, CORP.****(FORMERLY
                  USIP.COM, INC.)****CONSOLIDATED
                  BALANCE SHEET****December
                  31, 2006**
  **ASSETS**Current
                  assets:Cash
                  and cash equivalents
              
              $
              1,230,064Accounts
                  receivable
              
              
              442,648Inventory
              
              
              11,848Other
                  receivables
              
              
              5,391Loan
                  to related party
              
              
              686,032Total
                  Current Assets
              
              
              2,375,984Property
                  and equipment, net of accumulated depreciation of $459,584
              
              
              5,026,146Other
                  assets:Advances
                  to suppliers
              
              
              3,212,816Net
                  assets of discontinued operations
              
              
              99,131Total
                  other assets
              
              
              3,311,947Total
                  Assets
              
              $
              10,714,076**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Current
                  liabilities:Loan
                  payable - current portion
              
              $
              966,592Accounts
                  payable
              
              
              84,775Taxes
                  payable
              
              
              43,683Liability
                  for stock to be issued
              
              
              19,500Accrued
                  expenses and other payables
              
              
              33,628Total
                  Current Liabilities
              
              
              1,148,178Long-term
                  liabilities:Loan
                  payable - net of current portion
              
              
              1,933,184Net
                  liabilities of discontinued operations
              
              
              278,780Total
                  Liabilities
              
              
              3,360,142Commitments
                  and ContingenciesStockholders'
                  EquityCommon
                  stock, $0.0001 par value, 100,000,000 shares authorized;9,370,186
                  shares issued and outstanding as of December 31, 2006
              
              
              937Additional
                  paid-in-capital
              
              
              3,019,544Prepaid
                  consulting services
              
              
              (19,500
              )Accumulated
                  other comprehensive income
              
              
              485,258Statutory
                  reserves
              
              
              186,156Retained
                  earnings
              
              
              3,681,539Total
                  Stockholders' Equity
              
              
              7,353,934Total
                  Liabilities and Stockholders' Equity
              
              $
              10,714,076


The
        accompanying notes are an integral part of these consolidated financial
        statements
  47
 **EASTERN
                    ENVIRONMENT SOLUTIONS, CORP.****(FORMERLY
                    USIP.COM, INC.)****CONSOLIDATED
                    STATEMENTS OF INCOME**
  **FOR
                    THE YEARS ENDED**
                  **DECEMBER
                    31,****2006**
                
                **2005**Revenues
                
                $
                3,200,673
                
                $
                2,368,581Cost
                    of Goods Sold
                
                
                427,350
                
                
                381,584Gross
                    Profit
                
                
                2,773,323
                
                
                1,986,997Selling,
                    general and administrative expenses
                
                
                257,560
                
                
                98,815Income
                    from operations
                
                
                2,515,763
                
                
                1,888,182Other
                    Income and (Expenses)Interest
                    income
                
                
                5,156
                
                
                4Interest
                    expense
                
                
                (35,175
                )
                
                (172,854
                )Other
                    income(expense)
                
                
                (25,087
                )
                
                10,535Total
                    other income and (expenses)
                
                
                (55,106
                )
                
                (162,315
                )Income
                    from operations before income taxes (benefit)
                
                
                2,460,657
                
                
                1,725,867Provision
                    for Income Taxes
                
                
                42,610
                
                
                408,149Income
                    Tax Benefit
                
                
                (412,563
                )
                
                -Income
                    Taxes (Benefit)
                
                
                (369,953
                )
                
                408,149Net
                    Income from operations
                
                
                2,830,610
                
                
                1,317,718Net
                    loss from discontinued operations, net of tax effects of
                    $0
                
                
                (179,639
                )
                
                -Net
                    Income
                
                
                2,650,971
                
                
                1,317,718Other
                    Comprehensive Income -Foreign
                    currency translation gain
                
                
                292,327
                
                
                192,824Comprehensive
                    Income
                
                $
                2,943,298
                
                $
                1,510,542Bais
                    & Diluted Income (Loss) Per ShareContinuing
                    Operations
                
                $
                6.36
                
                $
                4.11Discontinued
                    Operations
                
                $
                (0.40
                )
                $
                -Weighted
                    Average Number of Common Shares Outstanding
                
                
                444,751
                
                
                320,787
 The
          accompanying notes are an integral part of these consolidated financial
          statements
  48
 **EASTERN
          ENVIRONMENT SOLUTIONS, CORP.**
 **(FORMERLY
          USIP.COM, INC.)** **CONSOLIDATED
            STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY** **FOR
              THE YEARS ENDED DECEMBER 31, 2006 AND
              2005**
 **Additional**
                
                **Prepaid**
                
                
                
                **Accumulated**
                  **Other**
                
                
                
                **Retained****Common
                    Stock**
                
                **Paid-in**
                
                **Consulting**
                
                **Subscription**
                
                **Comprehensive**
                
                **Statutory**
                
                **Earnings**
                
                **Comprehensive****Shares**
                
                **Par
                    Value**
                
                **Capital**
                
                **Services**
                
                **Receivable**
                
                **Income**
                
                **Reserves**
                
                **(Deficit)**
                
                **Income**
                
                **Total**Balance,
                    January 1, 2005
                
                
                17,804,388
                
                $
                1,780
                
                $
                3,018,701
                
                $
                -
                
                $
                (363,075
                )
                $
                107
                
                $
                -
                
                $
                (100,994
                )
                $
                -
                
                $
                2,556,519Recapitalization
                    on reverse acquisition
                
                
                31,827,834
                
                
                3,183
                
                
                (3,183
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -Retroactive
                    effect of reserve split
                
                
                (49,311,435
                )
                
                (4,931
                )
                
                4,931
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -Additional
                    capital contributed
                
                
                
                
                
                -
                
                
                -
                
                
                
                
                
                363,075
                
                
                -
                
                
                
                
                
                -
                
                
                
                
                
                363,075Comprehensive
                    incomeNet
                    income for the year
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,317,718
                
                
                1,317,718
                
                
                1,317,718Other
                    comprehensive income, net of taxForeign
                    currency translation adjustments
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                192,824
                
                
                
                
                
                
                
                
                192,824
                
                
                192,824Comprehensive
                    income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,510,542Adjustment
                    to statutory reserves186,156
                
                
                (186,156
                )
                
                
                
                
                -Balance
                    December 31, 2005
                
                
                320,787
                
                
                32
                
                
                3,020,449
                
                
                -
                
                
                -
                
                
                192,931
                
                
                186,156
                
                
                1,030,568
                
                
                
                
                
                4,430,136Conversion
                    of notes payable on December 27, 2006
                
                
                9,049,399
                
                
                905
                
                
                (905
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -Prepaid
                    consulting services
                
                
                
                
                
                
                
                
                
                
                
                (19,500
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (19,500
                )Comprehensive
                    incomeNet
                    income for the year
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,650,971
                
                
                2,650,971
                
                
                2,650,971Other
                    comprehensive income, net of taxForeign
                    currency translation adjustments
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                292,327
                
                
                
                
                
                
                
                
                292,327
                
                
                292,327Comprehensive
                    income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,943,298Balance
                    December 31, 2006
                
                
                9,370,186
                
                $
                937
                
                $
                3,019,544
                
                $
                (19,500
                )
                $
                -
                
                $
                485,258
                
                $
                186,156
                
                $
                3,681,539
                
                
                
                
                $
                7,353,934
 The
          accompanying notes are an integral part of these consolidated financial
          statements
  49
  **EASTERN
                      ENVIRONMENT SOLUTIONS, CORP.****(FORMERLY
                      USIP.COM, INC.)****CONSOLIDATED
                      STATEMENTS OF CASH FLOWS**
 **FOR
                        THE YEARS ENDED**
                      **DECEMBER
                        31,****2006**
                    
                    **2005**Cash
                        Flows From Operating Activities:Net
                        income
                    
                    $
                    2,650,971
                    
                    $
                    1,317,718Adjustments
                        to reconcile net income to net cashprovided
                        by operating activities:Depreciation
                        and amortization
                    
                    
                    222,022
                    
                    
                    208,927Changes
                        in operating assets and liabilities:Accounts
                        receivable
                    
                    
                    185,602
                    
                    
                    (274,363
                    )Inventory
                    
                    
                    23,553
                    
                    
                    (22,971
                    )Other
                        receivable
                    
                    
                    781,978
                    
                    
                    (717,252
                    )Advances
                        to suppliers
                    
                    
                    (412,010
                    )
                    
                    (236,957
                    )Accounts
                        payable
                    
                    
                    26,107
                    
                    
                    (20,925
                    )Taxes
                        payable
                    
                    
                    (370,577
                    )
                    
                    414,260Unearned
                        revenue
                    
                    
                    (121,872
                    )
                    
                    44,350Accrued
                        expenses and other payables
                    
                    
                    2,969
                    
                    
                    (79,461
                    )Cash
                        provided by continuing activities
                    
                    
                    2,988,743
                    
                    
                    633,326Cash
                        provided by discontinued activities
                    
                    
                    138,547
                    
                    
                    -Net
                        cash provided by operating activities
                    
                    
                    3,127,290
                    
                    
                    633,326Cash
                        Flows From Investing Activities:Purchase
                        of property and equipment
                    
                    
                    (1,919
                    )
                    
                    (283,213
                    )(Additions)
                        reduction to construction in process
                    
                    
                    (988,163
                    )
                    
                    (1,427,282
                    )Loan
                        to stockholders
                    
                    
                    (686,032
                    )
                    
                    254,760Net
                        Cash (used in) investing activities
                    
                    
                    (1,676,114
                    )
                    
                    (1,455,735
                    )Cash
                        Flows From Financing ActivitiesReduction
                        in long term debt
                    
                    
                    (966,592
                    )
                    
                    (966,592
                    )Reduction
                        in subscription receivable
                    
                    
                    -
                    
                    
                    363,075Proceeds
                        from loan from related parties
                    
                    
                    -
                    
                    
                    146,527Repayment
                        on related party loan
                    
                    
                    (324,032
                    )
                    
                    -Cash
                        (used in) continuing activities
                    
                    
                    (1,290,624
                    )
                    
                    (456,990
                    )Cash
                        provided by discontinuing activities
                    
                    
                    41,092
                    
                    
                    -Net
                        Cash (used in) financing activities
                    
                    
                    (1,249,532
                    )
                    
                    (456,990
                    )Effect
                        of exchange rate changes on cash and cash equivalents
                    
                    
                    207,279
                    
                    
                    (145,755
                    )Increase
                        (decrease) in cash and cash equivalents
                    
                    
                    408,923
                    
                    
                    (1,425,154
                    )Cash
                        and Cash Equivalents - Beginning of year
                    
                    
                    821,141
                    
                    
                    2,246,295Cash
                        and Cash Equivalents - End of year
                    
                    $
                    1,230,064
                    
                    $
                    821,141SUPPLEMENTAL
                        CASH FLOW INFORMATION:During
                        the year, cash was paid for the following:Interest
                        expense
                    
                    $
                    35,175
                    
                    $
                    172,854Income
                        taxes
                    
                    $
                    -
                    
                    $
                    -SUPPLEMENTAL
                        DISCLOSURE OF NON-CASH ACTIVITY:In
                        November 2006, the Company entered into a consulting agreement
                        forcommon
                        stock to be issued for services valued at $19,500
                    
                    $
                    19,500
                    
                    $
                    -
  The
              accompanying notes are an integral part of these consolidated financial
              statements


50





**EASTERN
      ENVIRONMENT SOLUTIONS, CORP.**


**(FORMERLY
      USIP.COM, INC.)**




**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**


Report
                  of Independent Registered Public Accounting Firm
              
              
              1Consolidated
                  Balance Sheet at December 31, 2006
              
              
              2Consolidated
                  Statements of Income for the years ended December 31, 2006 and
                  2005
              
              
              3Consolidated
                  Statements of Stockholders’ Equity for the years ended December 31, 2006
                  and 2005
              
              
              4Consolidated
                  Statements of Cash Flows for the years ended December 31, 2006
                  and
                  2005
              
              
              5Notes
                  to Consolidated Financial Statements
              
              
              6
                  - 17





51