**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, 2007





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


For
      the
      transition period from ____________ to _____________





**Commission
      File No. 000-51792**


**CHINA
                  TRANSINFO TECHNOLOGY CORP.**(Name
                  of Small Business Issuer in Its
                  Charter)


Nevada
            87-0616524(State
                or Other Jurisdiction of Incorporation orOrganization)
            (I.R.S.
                Employer Identification No.)




07
                Floor E-Wing Center,
              No.
                113 Zhichunlu, Haidian District,
              Beijing,
                China 100086(Address
                of Principal Executive Offices) (Zip
                Code)


(+86)
                  10-82671299(Registrant’s
                  Telephone Number, Including Area
                  Code)




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




Securities
      registered under Section 12(g) of the Exchange Act: **Common
      stock, $0.001 par value**




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




Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or such shorter period
      that
      the registrant was required to file such reports), and (2) has been subject
      to
      such filing requirements for the past 90 days. Yes xNo
o




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




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




The
      issuer’s combined revenues for its most recent fiscal year are
      $11,864,629.




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the average bid and asked price of
      such
      common equity, as of March 4, 2008 is approximately $47.1 million. Shares
      of
      common stock held by each officer and director and by each person who owns
      10
      percent or more of the outstanding common stock have been excluded in that
      such
      persons may be deemed to be affiliates of the
      issuer. This determination of affiliate status is not necessarily a conclusive
      determination for other purposes.




The
      number of shares outstanding of the issuer's common stock as of March 13, 2008
      is 19,601,107.




Documents
      incorporated by reference: **NONE** .









**CHINA
      TRANSINFO TECHNOLOGY CORP.**


**FORM
      10-KSB**


**For
      the Fiscal Year Ended December 31, 2007**


**Page****PART
                  I**Item
                  1.
              Description
                  of Business.
              
              1Item
                  2.
              Description
                  of Property.
              
              27Item
                  3.
              Legal
                  Proceedings.
              
              27Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders.
              
              27**PART
                  II**Item
                  5.
              Market
                  for Common Equity and Related Stockholder Matters and Small Business
                  Issuer Purchases of Equity Securities.
              
              28Item
                  6.
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operation.
              
              29Item
                  7.
              Financial
                  Statements.
              
              39Item
                  8.
              Changes
                  In and Disagreements With Accountants on Accounting and Financial
                  Disclosure.
              
              39Item
                  8A(T).
              Controls
                  and Procedures.
              
              39Item
                  8B.
              Other
                  Information
              
              40**PART
                  III**Item
                  9.
              Directors,
                  Executive Officers, Promoters, Control Persons and Corporate Governance;
                  Compliance With Section 16(a) of the Exchange Act.
              
              40Item
                  10.
              Executive
                  Compensation.
              
              43Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters.
              
              44Item
                  12.
              Certain
                  Relationships and Related Transactions, and Director
                  Independence.
              
              46Item
                  13.
              Exhibits.
              
              46Item
                  14.
              Principal
                  Accountant Fees and Services.
              
              50Index
                  to Consolidated Financial Statements
              
              F-1




i




**FORWARD-LOOKING
      STATEMENTS**





This
      Annual Report on Form 10-KSB, including the following “Management’s Discussion
      and Analysis of Financial Condition and Results of Operations,” contains
      forward-looking statements that are based on the beliefs of our management,
      and
      involve risks and uncertainties, as well as assumptions, that, if they ever
      materialize or prove incorrect, could cause actual results to differ materially
      from those expressed or implied by such forward-looking statements. The words
      “believe,” “expect,” “anticipate,” “project,” “targets,” “optimistic,” “intend,”
“aim,” “will” or similar expressions are intended to identify forward-looking
      statements. All statements, other than statements of historical fact, are
      statements that could be deemed forward-looking statements, including statements
      regarding new and existing products, technologies and opportunities; statements
      regarding market and industry segment growth and demand and acceptance of new
      and existing products; any projections of sales, earnings, revenue, margins
      or
      other financial items; any statements of the plans, strategies and objectives
      of
      management for future operations; any statements regarding future economic
      conditions or performance; uncertainties related to conducting business in
      China; any statements of belief or intention; any of the factors mentioned
      in
      the “Risk Factors” section of this Form 10-KSB, and any statements of
      assumptions underlying any of the foregoing. All forward-looking statements
      included in this report are based on information available to us on the date
      of
      this report. We assume no obligation and do not intend to update these
      forward-looking statements, except as required by law.




**USE
      OF CERTAIN DEFINED TERMS**





In
      this
      report, unless indicated otherwise, references to:




·
            “China
                TransInfo,” “the Company,” “we,” “us,” or “our” refer to the combined
                business of all of the entities that form our consolidated business
                enterprise;




·
            “China,”
                “Chinese” and “PRC” refer to the People’s Republic of
                China;




·
            “BVI”
                refer to the British Virgin
                Islands;




·
            “SEC”
                refer to the United States Securities and Exchange
                Commission;




·
            “Securities
                Act” refer to the Securities Act of 1933, as
                amended;




·
            “Exchange
                Act” refer to the Securities Exchange Act of 1934, as
                amended;




·
            “RMB”
                refer to Renminbi, the legal currency of China;
                and




·
            “U.S.
                dollar,” “$” and “US$” refer to the legal currency of the United
                States.




**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS.**





***Background***





We
      were
      originally incorporated in Nevada on August 3, 1998 under the name R & R
      Ranching, Inc. to breed bison. In about March 2003, R & R Ranching Inc. sold
      its bison to Blue Sky Bison Ranch, Ltd.





On
      December 10, 2003, we executed an agreement and plan of reorganization, or
      the
      Intra-Asia Agreement, with Intra-Asia Entertainment Corporation, a Delaware
      corporation, or Intra-Asia Delaware, whereby Intra-Asia Delaware became our
      wholly-owned subsidiary and we amended our articles of incorporation to change
      our name to “Intra-Asia Entertainment Corporation.” At the time of the
      acquisition, Intra-Asia Delaware held an 85% equity interest in Weifang Fuhua
      Amusement Park Co., Ltd., or Fuhua, a Chinese joint venture organized in 1991
      that held an equity interest in the Weifang Fuhua Amusement Park.





On
      January 31, 2006, Intra-Asia Delaware entered into a share purchase agreement,
      or the Beijing Purchase Agreement, with Beijing Maidashi Investment Co., Ltd.,
      or Beijing Maidashi, a Chinese corporation, pursuant to which it sold all of
      its
      shares of Fuhua. Under the Beijing Purchase Agreement, Beijing Maidashi took
      over all of Intra-Asia Delaware’s rights and liabilities in Fuhua. Thereafter in
      the first half of 2006, Intra-Asia Delaware completed the sale of its
      eighty-five percent (85%) interest in Fuhua by entering into a supplementary
      agreement with Beijing Maidashi.




1


Reverse
      Acquisition and Private Placement





Following
      the closing of the Beijing Purchase Agreement, we did not engage in active
      business operations until we acquired Beijing PKU Chinafront High Technology
      Co., Ltd., or PKU, on May 14, 2007 when we completed a reverse acquisition
      transaction with Cabowise International Ltd., or Cabowise, a BVI company. On
      May
      14, 2007, we issued to the shareholders of Cabowise 10,841,492 shares of our
      common stock in exchange for all of the issued and outstanding capital stock
      of
      Cabowise. Cabowise thereby became our wholly-owned subsidiary and the former
      shareholders of Cabowise became our controlling stockholders. On the same day,
      our indirect Chinese subsidiary Oriental Intra-Asia Entertainment (China)
      Limited, or Oriental Intra-Asia, acquired eighty-five percent (85%) equity
      interest in PKU. On November 9, 2007, PKU completed the legal registration
      procedure of increasing registered capital contributed by Oriental Intra-Asia
      and obtained the approval of the Beijing Administration of Industry and
      Commerce. A new business license was issued to PKU at the same time. Currently
      Oriental Intra-Asia has 95% ownership of PKU and Peking University owns the
      remaining 5%.





Contemporaneous
      with the reverse acquisition of Cabowise, we also completed a private placement
      pursuant to which we issued and sold 1,777,778 shares of our common stock to
      certain accredited investors for a cash price of $1.80 per share. In connection
      with this private placement, we paid the placement agent, Antaeus Capital,
      Inc.,
      or Antaeus, a placement agency fee of $800,000 and we issued to Antaeus a
      seven-year warrant to purchase 277,778 shares of our common stock at an exercise
      price of $1.80. We also issued 13,889 shares of our common stock (approximately
      $25,000) to Thelen Reid Brown Raysman & Steiner LLP for their legal services
      in connection with the reverse acquisition and private placement transaction.
      As
      a result of this private placement, we raised approximately $3.2 million in
      gross proceeds, which left us with approximately $1.8 million in net proceeds
      after the deduction of offering expenses in the amount of approximately $1.4
      million. In connection with the private placement, our two former largest
      shareholders, Weicheng International Inc. and Foster Growth Ltd. sold to the
      same investors a total of 3,777,778 shares of our common stock owned by them
      for
      a consideration of approximately $6.8 million. We did not receive the proceeds
      from the sale of these shares of common stock by Weicheng International Inc.
      and
      Foster Growth Ltd.





On
      May
      14, 2007, our stockholders Karmen Investment Holdings Ltd. and Leguna Verde
      Investments Ltd. placed a total of 3,888,890 shares of our common stock held
      by
      them into an escrow account to secure the make good obligations described below
      on behalf of the investors in the private placement, pursuant to a make good
      escrow agreement, or the Make Good Agreement, entered into among us, Karmen
      Investment Holdings Ltd., Leguna Verde Investments Ltd., Securities Transfer
      Corporation, the escrow agent, and the investors. Under the Make Good Agreement,
      Karmen Investment Holdings Ltd. and Leguna Verde Investments Ltd., agreed that:
      (i) in the event that our consolidated financial statements reflect less than
      $4,000,000 of after-tax income for the fiscal year ending December 31, 2007,
      they will transfer to the investors, on a pro rata basis, for no additional
      consideration, 1,944,445 shares of our common stock owned by them; and (ii)
      in
      the event that our consolidated financial statements reflect less than
      $8,000,000 of after-tax net income or fully diluted earnings per share of
      $0.3675 (as equitably adjusted for any stock splits, stock combinations, stock
      dividends or similar transactions) for the fiscal year ending December 31,
      2008,
      they will transfer to the investors, on a pro rata basis, for no additional
      consideration, 1,944,445 shares of our common stock owned by them.





On
      August
      20, 2007, we amended our articles of incorporation and changed our name to
      China
      TransInfo Technology Corp. to more accurately reflect our current business
      operations. In connection with the name change, on August 20, 2007, we completed
      a 1-for-7.5 reverse stock split of our common stock which reduced our issued
      and
      outstanding common shares from 147,008,332 to 19,601,107 shares.




2


***Business
      Overview***





General





We
      are a
      holding company that only operates through our indirect, majority-owned Chinese
      subsidiary PKU. PKU was established with the approval of Haidian Branch of
      Beijing Municipal Administration of Industry and Commerce on October 30, 2000.
      PKU’s main business is software and other technology development, consulting,
      software and technology licensing, and systems integration. Through PKU, we
      are
      a total solutions provider of Geography Information Systems, or GIS, application
      software and services. PKU provides its products and services to various
      segments of the Chinese government, including the Transportation, Digital City
      and Land & Resources departments.




PKU’s
      History





Headquartered
      in Beijing, China, PKU is a software and total information technology, or IT,
      solutions provider for GIS application software and services in China. PKU
      offers a full range of GIS software applications and self-developed GIS
      applicable software products applicable for 2-dimensional and 3-dimensional
      GIS
      system models. PKU also provides professional IT services including, risk
      analysis, systems integration, data monitoring, training and technical support,
      thereby providing a complete GIS solution to customers. PKU serves the
      government sector of the GIS market in China with an emphasis on the following
      three major GIS initiatives by the Chinese government: (i) Transportation;
      (ii)
      Digital City; and (iii) Land & Resources.





PKU
      has
      successfully been able to leverage the marketability and resources offered
      by
      its strategic partner and investor, Peking University. Peking University is
      one
      of the oldest and most respected universities in China. The Times Higher
      Education Supplement (THES) - QS. World University Rankings 2006 rated Peking
      University as the best university in Asia and the 14th best in the world. PKU’s
      affiliation with Peking University helps create brand awareness for its products
      and services and also provides access to the university’s GeoGIS Research
      Laboratory, which houses over 30 PhDs and researchers to support PKU’s research
      and development initiatives.





PKU
      has
      two wholly owned PRC subsidiaries, Beijing Tian Hao Ding Xin Science and
      Technology Co., Ltd., or Beijing Tian Hao, and Beijing Zhangchen Science and
      Technology Co., Ltd., or Beijing Zhangcheng. Beijing Tian Hao was set up on
      December 31, 2005 with registered capital of RMB 5 million in the form of
      intellectual property. Beijing Tian Hao is engaged in the business of GIS
      application research and development. Beijing Zhangcheng was established on
      October 12, 2007 with registered capital of RMB 10 million. Beijing Zhangcheng
      is engaged in the business of GIS application development for real time traffic
      information reporting.





Our
      Business Model





Our
      business model is a combination of software product development, deployment
      and
      IT consulting services and support. The types of products and services that
      we
      provide are customer driven and application specific. Although we offer many
      “off the shelf” software solutions to our customers, our value added services
      and support enable us to provide more client-specific solutions to fit our
      customers’ needs.





We
      believe that by combining “off the shelf” software products with the ability to
      create and customize our software applications to cater to a particular
      customer’s specific needs creates a deeper and more substantial relationship
      with our customers that may result in recurring revenues.





The
      diagram below illustrates the Company’s business model:




3




China Transinfo Technology Corp
            
            **Description:**
              
              Pre-sale**to
                customers based on the Company’s prior experience in the customer’s
                industry
              
              Detailed
                requirements and contract
              
              -a
                Deliver GIS Application Software System (with necessary
                hardware)
              
              -b
                Provide Customer Report, User’s Manual and Training
              
              Procurement
                of necessary hardware and/or GIS platform software
              
              Delivery
                of hardware and/or software




4




***Our
      Current Organizational Structure***




The
      chart
      below illustrates our current corporate structure:




China Transinfo Technology Corp





***Our
      Industry***





The
      GIS History





*"A
      geographic information system (GIS) is a computer-based tool for mapping and
      analyzing things that exist and events that happen on earth. GIS technology
      integrates common database operations such as query and statistical analysis
      with the unique visualization and geographic analysis benefits offered by maps."
      - Environmental Science Research Institute*





A
      simple
      description of GIS is that it is a high-tech equivalent of a map. The GIS
      industry first began around 1960, with the discovery of computer cartography,
      an
      early version of GIS whereby maps could be programmed into a computer and stored
      for future use and modification. Prior to this discovery, maps had to be created
      by hand and even the slightest changes would require the creation of a new
      map.




5


Since
      that time, the global GIS industry has seen tremendous growth, exceeding $10
      billion in total output value in 2006 (China Center for Information Industry
      Development, *2006-2007
      Annual Report on Investment Opportunities in China's GIS Industry,* or
      “ *CCIDNET
      Report* ”).
      The
      total annual output of GIS industry in China by 2010 is estimated to exceed
      $11
      billion (China Center for Information Industry Development, 2007 Research Report
      on China’s GIS Industry). Although most GIS are associated with maps, the
      capabilities of GIS have also grown tremendously. Mapping tools and programs
      are
      only one type of use of the geographic data in a GIS and only one type of
      product that can be created from a GIS. Utilizing the spatial and statistical
      methods associated with GIS to analyze geographic information, GIS has expanded
      into a variety of disciplines and has been used to solve a wide range of
      problems from determining and protecting the habitats of endangered species
      to
      determining the most opportune real estate locations for growing businesses.





Components
      of GIS





There
      are
      four basic components of a GIS: hardware, software, data and people. All are
      equally important and work hand in hand in developing a GIS.





*Hardware.* Aside
      from the basic workstation that is required to run GIS software and analyze
      collected data, the workstation also serves as a hub for some other types of
      hardware add-ons that are often used out in the field. The use of digitizers
      and
      web-enabled handheld GIS data loggers have become more widely used for
      collecting information in the field.





*Software* .
      There
      are two primary types of software developed and used in GIS: Component GIS
      software and GIS Application software. Component GIS software is used to build
      software applications that have a specific purpose or solve a specific need
      and
      is therefore limited in scope. GIS Application software, is essential for
      creating, editing and analyzing spatial and attribute data and may contain
      a
      myriad of GIS functions, that may be periodically upgraded or add-on software
      that can be developed to extend the capabilities of a GIS software package.





*Data.* The core
      of any GIS is data and there are two primary types of data that are used in
      GIS:
      GeoDatabase, which is a database that is in some way referenced to locations
      on
      the earth, and Attributes, which are generally defined as additional
      information, which can then be tied to spatial data.





*People.* Probably
      the most important part in the development of any type of software is the need
      for well-trained people. In this case, well educated and knowledgeable computer
      programmers are experienced in spatial analysis and skilled in using GIS
      software.





Overview
      of the Global GIS Industry





As
      an
      emerging technology, with the rapid development of computer software and
      hardware technologies and communications technology, GIS is growing mature
      abroad, widely applied in government affairs, military, commerce, and all
      aspects of people's lives, and GIS is quickly becoming an increasingly strong
      industry.





Software
      comprised over one-half of total revenue, with revenues from GIS software
      vendors reaching $1.5 billion. Leading the market in software revenues are
      Environmental Systems Research Institute, Inc. or ESRI, Bentley Systems,
      Incorporated and Intergraph Corporation. Collectively, the three companies
      accounted for about half of the industry’s total software revenues. Other
      software leaders include Autodesk, Inc., Leica Geosystems, GE Energy, MapInfo,
      MacDonald Dettwiler, SICAD Geomatics, and LogicaCMG. *(* Daratech,
      Inc. *-
      GIS/Geospatial Markets & Opportunities 2006)*





Major
      Sectors of the Global GIS Industry





There
      are
      three major sectors that the global GIS industry serves: (i) public sector,
      (ii)
      regulated sector; and (iii) private sector.




6


*Public
      Sector*





According
      to Daratech, public sector spending on GIS software would surpass the regulated
      sector for the first time in 2006 and has a 39% share of the overall
      market. **** The
      growth of the public sector has averaged 15% per year over the past few years
      and we believe that it will continue to grow at that rate. In the United States,
      federal, state and local governments comprise the main segments within the
      public sector.





In
      the
      United States, the biggest consumers of GIS products and services have always
      been federal governments. Although federal governments were early adopters
      of
      GIS, they have recently been moving towards shifting these responsibilities
      to
      the state and local levels. Daratech’s estimates indicate that public sector
      revenues of $531 million accounted for 37% of GIS/Geospatial software revenues
      in 2004. Of the public sector revenues, state and local governments accounted
      for 67%, while 33% was from federal governments.





*Regulated
      Sector*





The
      regulated sector, which is comprised of various industries such as utilities,
      telecommunications, transportation and education, accounts for 38% of the GIS
      market according to Daratech. In this sector, utilities account for nearly
      half
      of total regulated sector GIS software revenues, while telecommunications and
      transportation accounted for most of the other half.





*Private
      Sector*





While
      the
      public and regulated sectors have been historically the biggest customers of
      GIS
      products, the private sector has been slow to develop. This is mainly because
      in
      the past, developing and designing GIS for private end users has been cost
      prohibitive. However, with the increase in computer processing speeds, expanded
      storage capabilities, and lower technology costs, the private sector is fast
      becoming a market for GIS products and services. In this sector, two major
      factors, GPS (Global Positioning Systems) and LBS (Location Based Services)
      are
      being driven by the wireless mobile market.





GIS
      in
      Europe





Europeans
      are moving quickly into GPS and LBS along with GIS products and services. This
      is as a result of e-government initiatives and other government initiatives.





GIS
      in
      the United States





In
      the
      United States, homeland security and other federal government-sponsored
      e-government projects have most recently fueled the interest in GIS.





GIS
      in
      Korea





Korea’s
      GIS market has been growing steadily with the total size of the GIS market
      in
      2001 at $363.1 million and an estimated annual growth rate of 30% per year.
      The
      Korean government considers road infrastructure, land management information
      and
      intelligent transportation systems (ITS) as the most urgent areas for GIS
      implementation. GIS will play a central role in the Korean government’s
      environmental monitoring and land management programs. *(ExportAmerica
      Magazine)*





Overview
      of China’s GIS Industry





The
      GIS
      industry in China has changed dramatically since its first introduction into
      the
      country in the late 1970s. At that time, GIS was primarily used for
      research-oriented projects and studies; however, many GIS end users could not
      make effective use of the systems, partly because there was a lack of trained
      experts available.




7




As
      the
      country entered the 1990s, China’s open-door policy and attitude towards
      modernization encouraged the development of more specialized, industry specific
      and productivity-enhancing GIS applications. The demand for GIS in China
      increased as the needs in urban planning, land and resource survey and
      environmental analysis increased. The environmental uses included the need
      to
      plan and properly use the various resources of the country while determining
      the
      proper protection for the environment. At the same time, the government needed
      to plan for the developing economy and the rising living standards of the
      general population. Advances in technology made GIS easier to use and more
      affordable and as a result, GIS activities in China began to grow and both
      the
      government and private sectors began to use GIS for their daily work, strategic
      planning, and public use. (Photogrammetric Engineering & Remote Sensing,
      April 2002, “Development of Geographic Information Systems (GIS) in China: An
      Overview” and “A Tentative View on GIS Software Development in
      China”)





In
      the
      early days of GIS in China, most of the GIS software products available were
      imported. As the use of GIS became more widespread, “Made in China” GIS products
      became more prevalent, mainly because they were less expensive than similar
      products that were imported.





In
      the
      late 1990’s, China-made GIS software had made an impact on the Chinese GIS
      market. The development of China-made GIS software was listed as one of the
      most
      important IT initiatives by the central government. The GIS industry was growing
      rapidly in the country and the Chinese government wanted to ensure that China
      was not left out of the potentially enormous GIS market where international,
      or
“foreign” software is still dominant. Under the government policy, by the end of
      the 9th 5-Year Plan (i.e., the National Economic Development Plan 1995-2000),
      domestic GIS software sales had accounted for nearly 30% of total market share
      in China. With the increase use of domestic GIS software, the GIS industry
      in
      China began to boom, growing by a multiple of 10 from the early 1990s to the
      turn of the century. The rapid growth of the GIS industry in China led to many
      non-technical issues that have become critical to its development, such as
      data
      sharing, technical training and research and development. The Chinese government
      became increasingly concerned over the development of the GIS industry in China
      and encouraged many universities to open GIS programs.





In
      2006,
      the Chinese government announced the details of the country’s National Economic
      Development Plan for the year of 2006-2010, otherwise known as the country’s
      11th 5-year Plan. In that plan, the Chinese government had outlined its plans
      for further expanding the governments IT spending and gave specific guidance
      on
      the most pressing issues and initiatives for the country over the next five
      years. Although IT spending as a whole has been allocated a significant amount
      of funding, a large portion of the IT that has been budgeted is in the area
      of
      GIS. According to the Chinese government’s 11th 5-year Plan, the Chinese
      government is estimated to spend approximately RMB50 billion, RMB12-18 billion
      and RMB21 billion on IT spending in the segments of Transportation, Digital
      City
      and Land & Resources, respectively.





Despite
      its short history, the development of “Made in China” GIS software is quickly
      becoming a major area of growth in China with a compounded annual growth rate
      of
      over 50% per year over the last ten years, which growth is anticipated to
      continue over the next five years.





***Our
      Business Strategy and the Markets that We Serve***





General





Our
      mission is to be a global leader in GIS application software technology by
      creating and promoting “Made in China” software applications and services
      internationally. As seen in the schematic below, we have positioned ourselves
      to
      focus on being a GIS applications software producer and a GIS applications
      total
      solutions service provider. We are also a GIS platform software provider and
      GIS
      data management services provider. Below is a brief description of each
      category:




8




China Transinfo Technology Corp




GIS
      Application Software and Services





GIS
      application software is essential for creating, editing and analyzing spatial
      and attribute data and may contain a host of GIS functions, that may be
      periodically upgraded or add-on software that can be developed to extend the
      capabilities of a GIS software package. As a total solutions provider, we
      integrate software, data and support services to help our customers realize
      a
      greater benefit from the GIS applications that we develop.





In
      the
      GIS application software and services segment, we believe that local Chinese
      GIS
      companies have a competitive advantage over foreign competitors, although the
      types and kinds of competitors differ according to the industries that they
      serve. Therefore, it is in this segment where the Company is seeing a lot of
      local competitors. Some of the competitors in this segment include: UNIS,
      ZhongDi, MapGIS, Lingtu, and SmartGPS. Although there are many competitors
      in
      this segment, many of them only focus on certain industries while others are
      not
      focused on any particular industry.





GIS
      Platform Software Provider





In
      addition to creating applications software based on platform GIS software
      programs such as ArcGiS; platform software is used to create applications,
      similar to the DOS operating system for Microsoft. We license this software
      so
      that we may create applications for customers that have these platforms in
      place. Although the Company competes as a platform software provider, the
      Company sees much more foreign competition from industry giants , such as ESRI,
      Intergraph, and MapInfo. Foreign companies currently hold over 80% of the market
      share in China in this segment.





GIS
      Data Management Services





The
      Company’s GIS data management service provides its customers with custom
      business solutions and tools to retrieve, organize, and analyze GIS information
      that is critical to the customer’s operations. The Company monitors GIS data on
      behalf of its clients and offers its customers ways to connect and interpolate
      valuable data.





We
      believe that this segment of the GIS market is expanding at a very high growth
      rate with the majority of competitors being local GIS companies, such as Lingtu,
      Navinfo, and Autonavi. There has been a significant amount of venture capital
      investment into this segment so we anticipate the market will be more
      competitive in the future.




9


The
      Markets for Our Products and Services





The
      Company has been marketing and selling its products and services to three main
      submarkets within the government and regulated sectors in China. Those segments
      are Transportation, Digital City and Land & Resources. Having built a
      customer base over the years, the Company’s strategy is to not only deliver high
      quality products, but also to provide ongoing monitoring services so as to
      take
      advantage of any maintenance requirements or technology upgrades that may become
      necessary in the future. The Company has and continues to penetrate these
      submarkets and believes it can take advantage of its experience by widening
      its
      scope of products and services to include data collection and application
      service operation.





*Transportation*





The
      expected compound annual growth rate of IT spending in the Chinese
      transportation industry will be at about 15% in the next few years. According
      to
      China’s 11th 5-year Plan, the investment in Yangtze River IT construction will
      by approximately RMB50 billion (approximately $6.4 billion), and it is expected
      that more funds will be spent on nationwide highway IT construction projects.
      As
      a basic IT application platform, GIS should enjoy a large market in the future
      years, which we expect will result in stronger demand for our products and
      services.





The
      Company has developed platform software technologies for the transportation
      sector, such as the Communication Planning System, which is used as the
      interface by the national government for traffic statistics and as an
      information bulletin system. The Company focuses on submarket, traffic
      information system with data, statistic standard and interface of the national
      system. There is no current industry competitor in the market.





*Digital
      City*





Digital
      City is a Chinese government initiative to build out the IT infrastructure
      of
      the entire country by building broadband and wireless networks in every city
      in
      China. According to China’s 11th 5-year Plan, investment in Digital City is
      estimated to be about RMB25 million (approximately $3.2 million) per city.
      The
      total market size can be worth up to RMB15 billion (approximately $1.9 billion)
      for all 600 cities in China. We have developed our e-government platform, which
      is a decision-making system for city sanitation emergencies.





*Land
      & Resources*





The
      average IT spending in city geography and land resources assessment, including
      disaster forecasting, for each city in China is about RMB 60 million
      (approximately $7.8 million). In China’s 11th 5-year Plan, there are about 100
      cities planning to complete GIS construction, which will lead to a RMB6 billion
      (approximately, $780 million) market in China. Land resources assessment systems
      cover planning, analysis, statistics and construction management for mineral
      resources. The market size is estimated at about RMB15 billion (approximately
      $1.9 billion).





The
      Company has done an extensive amount of business in the land & resources
      sector, having developed a city geological information analysis system that
      provides tools to analyze the geological environment based on the integration
      of
      a variety of geological information, such as determining the underground
      structure for city planning and construction. In addition, the Company has
      also
      created a disaster forecast system and a mineral resources assessment system
      that provides a platform to assess the reserves and then help to make decisions
      regarding the development of the mineral resources by setting up assessment
      models of mineral resources.





***Our
      Products and Services***





Our
      core
      business is developing GIS application software and services utilizing our
      proprietary software products and technologies. We also engage in system
      integration services and work on IT system projects for our clients as part
      of a
      total solution for these clients. When providing services to customers for
      GIS
      application software, our customers often require us to purchase necessary
      hardware and provide system integration for them.




10




Software
      Products





The
      following is a list and brief description of the GIS software products that
      we
      have developed for specific GIS industry segments:





·
            JTL
                Web V1.0 - a product that can be used for transportation flow statistical
                analyzing and information publishing. It consists of three parts:
                data
                collection, data statistical analysis and data publishing. The data
                collection system collects transportation flow data by sensors or
                other
                automatic devices, and sends the data to a data center. The data
                statistical analysis system makes the data statistical analysis,
                and saves
                the data in the result database. The data publishing system reads
                the
                result data, and publishes the result to the public via GIS and internet.
                Using JTL Web, governments can setup automatic system for transportation
                flow data collecting and publishing, which can improve working
                efficiency.




·
            ChinaFront
                Land Resource Information System - a system used by the land resource
                department to manage their daily affairs. Generally, the major purpose
                is
                to improve the efficiency of a government agency, including implementing
                office automation, dealing affairs through intranet, etc. This system
                is
                customized for the land resource management sector, and includes
                many
                functions to deal specifically with the land resource management
                affairs.




·
            GeoPad
                -an embedded GIS software which can be used by personal digital assistant
                (PDA), mobile phone, portable personal computer, tablet personal
                computer,
                etc. It implements a small set of GIS functions for mobile equipment,
                which can manage and analyze spatial data on mobile
                devices.




·
            ChinaFront
                Public Health Affairs Emergency Decision System - is a system used
                for
                dealing with public health issues, such as severe acute respiratory
                syndrome (SARS). It can help government officials make decisions
                on such
                issues, based on GIS system
                information.




·
            EnvMonitor
                V1.0 - a system used for monitoring environment pollution status.
                The
                environment status data can be collected and sent to the data center
                via
                global system for mobile communications (GSM) or general packet radio
                service (GPRS). Also, the data can be analyzed at a data center,
                and can
                be provided to the department for environment
                protection.




·
            TranPlan
                V1.0 - a system used for assisting transportation planning works,
                including road planning, waterborne planning, etc. It can be used
                by some
                transportation planning decision-making
                departments.




·
            e-Gov.Suite
                V1.0 - a software suite used for e-government, which can help government
                members to improve their working efficiency. The system also can
                deal with
                complex affairs charged by people in the government, such as qualification
                checkups.




·
            SmartOA
                V1.0 - a software used for office automation (OA), which can help
                users to
                improve their working efficiency.




·
            Web
                Map Engine V1.0 - a data management engine which is used for managing
                mass
                spatial data that is stored in an enterprise database. It can support
                application programming interface (API) for accessing, editing, and
                sharing mass spatial data.




·
            ChinaFront
                Environmental GIS - a GIS system used for managing and publishing
                environmental data, including spatial data and attribute data.




·
            ChinaFront
                Environmental Emergency Dealing System - a GIS system used for dealing
                environmental emergency affairs, such as hazard leakage or water
                pollution.




·
            ChinaFront
                Land Resource Archive Information Gathering System - a system used
                for
                gathering archives information by land resource management departments.
                It
                can support functions such as archive scanning, information inputting,
                data checking, and data storing to the result
                database.




11




·
            GeoWeb
                for Linux – a Web GIS platform based on Linux system, supporting
                RedFlag Linux and RedHat Linux and other Linux platform and with
                OpenGIS
                standard. It is a GIS Platform that has strong function but easy
                to
                operate and people could continue developing the software
                easily.




·
            Water
                Carriage Information System – a software system that optimizes the
                management of water carriage information. It’s a system to support the
                government management .




·
            Intelligent
                Parking Guide System – a system that provides parking information to
                drivers, including distribution of parking square, collecting real
                time
                parking information and displaying information by outdoor LCD, SMS,
                internet & transportation broadcasting. It can also collect the
                information automatically.




·
            Urban
                Geological Information Management and Services System - a system used
                for supporting the government in terms of decision-making on urban
                geological information. It can manage, analyze and deliver urban
                geological information and achieve the goal of standardization management
                of geological information.




·
            Exploiter
                Navigation Software –a GPS navigation system that is installed in vehicles
                and PDAs. It can generate voice guidance to
                consumers.





·
            Location
                Services Platform System - a system used for providing transportation
                information, including search, route navigation, bus transfer, and
                real
                time traffic information.





2-D
      and 3-D Technology Products




We
      provide software platforms that utilize two-dimensional GIS. Two-dimensional
      GIS
      defines and presents special data utilizing an “X” and “Y” axis. Starting from
      the 1960s, two-dimensional GIS was widely applied in a variety of sectors,
      including land management, power, telecommunications and city planning.




We
      also
      provide software platforms that utilize three-dimensional GIS. Three-dimensional
      GIS defines and presents special data utilizing an “X”, “Y” and “Z” axis.
      Compared with two-dimensional GIS, three-dimensional GIS defines special data
      in
      a more accurate manner, and can present both the plane and the vertical spatial
      relation. Moreover, three-dimension GIS can present and analyze more complicated
      spatial objectives than Computer Aided Design (CAD) and other visualized
      software. Three-dimensional GIS is better suited for exploration, resource
      assessment, disaster warning, and production management. It is widely applied
      in
      many sectors such as in natural resources (i.e. mineral resources, water
      resources, etc.) and geology.




Our
      research and development efforts relating to our three-dimensional GIS platform
      have been ongoing since 2000. Our three dimensional GIS platform has the
      following attributes:




·
            It
                is well suited for the geologic industry because three-dimensional
                images
                underneath the surface can be
                displayed.




·
            Our
                three dimensional GIS platform provides integrated functions that
                can be
                combined with the requirements of two-dimensional platforms, 2.5
                dimensional platforms and other three dimensional geographic
                applications.




·
            Our
                three dimensional GIS platform features advanced input methods that
                allow
                the user to create more complicated and analytical three dimensional
                geographic models.




·
            Our
                three dimensional GIS platform incorporates a vector/grid-based real
                three-dimensional data structure that ensures the precise presentation
                of
                geographic data.




12




·
            Our
                three dimensional GIS platform allows for the processing of large
                amounts
                of data (over 20 gigabytes).




Some
        examples of how our clients have used our three-dimensional GIS software
        platform:





·
            Our
                software platform is utilized as part of the landslip pre-warning
                system
                for the reservoir area of the
              Three
                Gorges Project in Hubei and Chongqing,
                China.




·
            Our
                software platform is used as part of a geographic disaster pre-warning
                system in Anshan, Liaoning Province,
                China.




·
            Our
                software platform is used as part of an iron ore field perambulation
                and
                assessment system in Anshan, Liaoning Province,
                China.




·
            Our
                software platform is being used for subterranean modeling for the Beijing
                Olympic stadiums.




GIS
      Application Services




We
      provide total IT solutions based on our proprietary software platforms,
      applications and technology. These services are usually customized to fit our
      clients’ specific needs. The components of the application services include
      customer demand analysis, software system design, system integration plans,
      application execution, system testing, customer training, and professional
      after-sales services.




We
      provide these services to public sector clients in the transportation, land
      and
      resource and digital city sectors.




***Our
      Intellectual Property***




The
      following table illustrates the title of different copyright that we own, their
      registration numbers, first publication dates and issuance dates:





**Copyright
                Title**
            
            **CertificateNumber**
            
            **RegistrationNumber**
            
            **FirstPublicationDate**
            
            **Issue Date**Computer
                Software Copyright Registered Certificate (JTLWeb V1.0)
            
            028661
            
            2004SR10260
            
            09.08.2004
            
            10.21.2004Computer
                Software Copyright Registered Certificate ( Land & Resources and House
                Affairs Information System V1.0)
            
            027924
            
            2004SR09523
            
            06.15.2004
            
            09.29.2004Computer
                Software Copyright Registered Certificate (GeoPad V1.0)
            
            002827
            
            2002SR2827
            
            09.01.2002
            
            09.24.2002Computer
                Software Copyright Registered Certificate (Command System of Meeting
                Urgent Need for Urban Public Emergencies V1.0)
            
            009303
            
            2003SR4212
            
            05.10.2003
            
            06.9.2003Computer
                Software Copyright Registered Certificate (GeoWeb V1.0)
            
            006881
            
            2003SR1790
            
            09.05.2002
            
            03.19.2003Computer
                Software Copyright Registered Certificate (EnvMonitor 1.0)
            
            004358
            
            2002SR4358
            
            05.18.2002
            
            12.6.2002




13




Computer
                Software Copyright Registered Certificate (TranPlan 1.0) V1.0
            
            003664
            
            2002SR3664
            
            06.18.2002
            
            11.11.2002Computer
                Software Copyright Registered Certificate ( (e-Gov.Suite 1.0) V
                1.0)
            
            000823
            
            2002SR0823
            
            05.23.2002
            
            07.04.2002Computer
                Software Copyright Registered Certificate (Sm@rtOA 1.0) V
                1.0
            
            000824
            
            2002SR0824
            
            09.28.2001
            
            07.04.2002Computer
                Software Copyright Registered Certificate (WebMap Engine) V
                1.0
            
            0009123
            
            2001SR2190
            
            07.08.2001
            
            07.30.2001Computer
                Software Copyright Registered Certificate (Environment Geo V
                1.0)
            
            062877
            
            2006SR15211
            
            11.30.2005
            
            10.31.2006Computer
                Software Copyright Registered Certificate (Environment Protection
                Emergency Conduct System V 1.0)
            
            062879
            
            2006SR15213
            
            11.30.2005
            
            10.31.2006Computer
                Software Copyright Registered Certificate (Land and Resources Files’
                Collection System V 1.0)
            
            063008
            
            2006SR15342
            
            06.30.2006
            
            11.02.2006Computer
                Software Copyright Registered Certificate(Embed-3D-GIS
                V1.0)
            
            071603
            
            2007SR05608
            
            01.30.2007
            
            04.17.2007Computer
                Software Copyright Registered Certificate(Environment Protection
                Emergency
                Conduct System V 1.0)
            
            063509
            
            2006SR15843
            
            04.30.2006
            
            11.13.2006Computer
                Software Copyright Registered Certificate(Environment Information
                System V
                1.0)
            
            063510
            
            2006SR15844
            
            04.30.2006
            
            11.13.2006Computer
                Software Copyright Registered Certificate(Land and Resources Information
                Management System V 1.0)
            
            063508
            
            2006SR15842
            
            06.30.2006
            
            11.13.2006Computer
                Software Copyright Registered Certificate(GeoWeb For Linux)
                V1.0
            
            086634
            
            2007SR20639
            
            05.10.2007
            
            12.24.2007Computer
                Software Copyright Registered Certificate (Water Carriage Information
                System) V1.0
            
            BJ10658
            
            2008SRBJ0352
            
            06.25.2006
            
            02.03.2008Computer
                Software Copyright Registered Certificate(Intelligent Parking Guide
                System) V1.0
            
            BJ10662
            
            2008SRBJ0356
            
            06.30.2007
            
            02.03.2008Computer
                Software Copyright Registered Certificate(Urban Geological Information
                Management and Services System) V1.0
            
            BJ10679
            
            2008SRBJ0373
            
            10.10.2007
            
            02.03.2008Computer
                Software Copyright Registered Certificate(Exploiter Navigation Software
                V1.0)
            
            BJ10485
            
            2008SRBJ0179
            
            11.20.2007
            
            01.16.2008Computer
                Software Copyright Registered Certificate(Location Services Platform
                System V 1.0)
            
            088919
            
            2008SR01740
            
            11.15.2007
            
            01.24.2008




14


***Research
      and Development***





In
      2006
      and 2007, our research and development expenses amounted to approximately $0.68
      million and $0.96 **** million,
      respectively. These expenses were mainly composed of staff costs and research
      and development equipment purchasing expenses.





Overview
      of Our Research and Development Department





Our
      Research and Development (R&D) Department consists of two departments, one
      is internal and the other is external, which involves our strategic relationship
      with the GeoSIS Laboratory at Peking University.





*Internal
      R&D Department*





Our
      internal R&D department consists of 62 researchers with extensive experience
      in the GIS industry. Many of these researchers have worked at multinational
      corporations.





The
      primary focus of the internal R&D department is to analyze customer demands
      and develop application software products, with the use of the most highly
      advanced software development tools available today.





Our
      research department is also responsible for monitoring developments in the
      market for our services so that they can develop new products or improve upon
      existing products by adopting new technologies and skills.





In
      addition, the department is responsible for creating training and support
      manuals and creating new processes for implementation of our software
      products.





*Strategic
      R&D Partnership with Peking University*





PKU
      was
      established in connection with the Peking University’s GeoSIS Laboratory in
      order to provide university researchers with real life opportunities to test
      and
      implement the discoveries created at the University. On August 6, 2005, PKU
      entered into a cooperation agreement, or Cooperation Agreement, with Earth
      and
      Space College of Peking University, pursuant to which PKU obtained the access
      to
      the university’s GeoSIS Research Lab, which houses over thirty PhDs and
      researchers to support PKU’s research and development initiatives. Under the
      Cooperation Agreement, we pay for all R&D expenses of the GeoSIS Laboratory.
      The Cooperation Agreement has a three-year term that is automatically renewed
      for an additional three year unless either party provides the other with notice
      of termination three months prior to the end of the term.




15




***Our
        Major Customers***
 
 The
        following table provides information on our most significant clients in fiscal
        year 2007.




**TOP
      TEN CLIENTS IN 2007**




**No.**
                    
                    **Name**
                    
                    **Description of Client**
                    
                    **Sales**
                      **(in thousands of**
                      **US**
                      **dollars)**
                    
                    **Percentage**
                      **of Total**
                      **Sales**1
                    
                    Boyitongchuang
                        Technology Development Center
                    
                    High-tech
                        company in digital city application and product
                        development
                    
                    1,693
                    
                    14.3
                    %2
                    
                    Transportation
                        Planning & Research Institute
                    
                    An
                        institute of the Ministry of Communications
                    
                    1,337
                    
                    11.3
                    %3
                    
                    Beijing
                        Transportation Management Committee
                    
                    City-level
                        governmental transportation department
                    
                    1,008
                    
                    8.5
                    %4
                    
                    Beijing
                        Huaruisaijing Technology Co., Ltd.
                    
                    High-tech
                        company in power and automation technologies
                    
                    858
                    
                    7.2
                    %5
                    
                    Beijing
                        Xiangxian Technology Co., Ltd.
                    
                    High-tech
                        company in environmental application development
                    
                    814
                    
                    6.9
                    %6
                    
                    Beijing
                        No. 2 Civic Construction Co., Ltd.
                    
                    A
                        city-level state-owned construction company
                    
                    700
                    
                    5.9
                    %7
                    
                    Chengdu
                        Transportation Management Committee
                    
                    A
                        city-level governmental transportation department
                    
                    512
                    
                    4.3
                    %8
                    
                    Beijing
                        Transportation Information Center
                    
                    City-level
                        governmental transportation department
                    
                    467
                    
                    3.9
                    %9
                    
                    Zhongguancun
                        High-tech Zone Administration Committee
                    
                    District-level
                        governmental department of Beijing City
                    
                    422
                    
                    3.6
                    %10
                    
                    Yantai
                        Public Examination Institute
                    
                    City-level
                        governmental education department
                    
                    394
                    
                    3.3
                    %**TOTAL**
                    
                    
                    
                    **8,205**
                    
                    **69.2**
                    **%**




***Our
      Competition***





Competition
      in China’s GIS industry is very fragmented and consists of a combination of a
      few foreign competitors and many domestic GIS software companies. According
      to *China
      Computer World Research* ,
      the
      number of domestic GIS software companies has grown from less than 20 in 2000,
      to over 1,000 in 2005. Whereas most international competitors seek to provide
      component software for the industry, our focus is on developing application
      software and services for the Chinese government and regulated sectors.





There
      are
      several competitive factors in the GIS industry in China. We believe customers
      are generally looking for a provider to have strong research and development,
      a
      quality brand name built upon a successful record of accomplishment and a
      superior management team that can execute.





Competitive
      Advantages





We
      believe that we have the following competitive advantages over most of our
      competitors:





*Leading-Edge
      R&D Team* ***-*** Our
      research and development team has a strong and extensive technology background
      and has been an early entrant into the three-dimensional GIS market. The head
      of
      our research and development team was the lead engineering architect of the
      first GIS platform software (Chinese Excellence Software Award, 1995) platform,
      the first and only three-dimensional GIS platform software in
      China.





16




*Award
      Winning Technology* ***-*** Since
      the
      inception, we have won over nine product awards, including the National
      Transportation Planning System and Digital City Program award. Such award
      winning technology gives the Company a great advantage and gives customers
      a
      sense of security that they are purchasing a quality product.





*Application
      Experience* ***-*** We have
      successfully built a track record with a customer base in various market
      segments including communications, land resource and city geography to name
      a
      few. We plan to leverage our experience to obtain new and recurring
      business.





*Brand
      Image -* Our
      affiliation with Peking University has made us a more recognizable brand in
      the
      industry. Our brand is recognized for quality products and application
      experience.





*Superior
      Management* ***-*** Members
      of our executive management team are the first GIS software developers in China.





*Operational
      and Quality Management* - We are
      ISO9000 certified and conduct internal performance assessment system 3 times
      a
      year.





Our
      Competitors





We
      experience competition from both foreign and domestic Chinese competitors.
      The
      following is a description of our competitors:





*Foreign
      Competitors*





**WesternGeco**





WesternGeco
      is the world’s largest seismic contracting company. It is a combination of the
      former Geco-Prakla and Western Geophysical. The company is owned by
      international oilfield services corporation Schlumberger Limited. This
      competitor is mainly engaged in providing software solutions to oil fields.
      Revenue in 2005 was $1.66 billion before becoming a wholly-owned subsidiary
      of
      Schlumberger in May 2006.




**Mapteck**





Established
      in 1981 in Canada, Mapteck is the leading GIS company in the three-dimensional
      mapping software sector. “Vulcan,” a mapping software product launched by this
      company, has been widely used in mineral, defense, environment management and
      city planning due to its well-integrated analytic functions (spatial
      information, mapping structuring, etc.).





**Supeac
      Software**





Established
      in 1981 in Australia, Supeac Software is the leading company in mineral software
      in the world, having a presence in 91 countries.





The
      products offered by our foreign competitors are priced higher than our products.
      In addition, their software cannot be applied in China without significant
      modification due to differing industry standards and background. For these
      reasons, we do not foresee much competition from these international competitors
      in the area of GIS application software.





17




*Domestic
      Chinese Competitors*





**Orient
      Titan Technology Co., Ltd.**





Established
      in 2001, Orient Titan Technology Co., Ltd. manufactures its leading product,
      the
      Titan 3DM, which is mainly used in mineral mapping and has gained a relatively
      high market share in that sector. The Titan 3DM, however, is not a real
      three-dimensional software program as it can only facilitate land surface
      analysis and management. Thus, this product cannot be applied in mineral
      assessment, exploration and project management.





**Wuhan
      Zhondi T&S Cyber Co., Ltd.**





Wuhan
      Zhondi T&S Cyber Co., Ltd. is affiliated with China University of Geoscience
      (Wuhan) and developed the MapCAD system and MAPGIS platform software. This
      company has advantages in the geographic mapping and city geography areas and
      the products of this company have been widely used in the geography
      industry.





**Lingtu
      SmartGPS**





This
      company is focused on the submarket for digital map collection with data
      service. Lingtu developed from a mapping and data processing company and is
      mainly in the business of providing time delayed traffic data to the public.





**UNIS**





The
      main
      business of UNIS is providing computer integration system. This company is
      focused on the networking charges system of the national highway submarket,
      although this is only one of the products developed by UNIS.





***Regulation***





Because
      our operating subsidiaries are located in the PRC, we are regulated by the
      national and local laws of the PRC. There are no specific rules or regulations
      for a company engaged in software development other than mapping which is highly
      regulated in China. Only the general rules of commerce in China are applicable
      to us.




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





***Raw
      Materials***





Since
      we
      are in the business of developing software applications and providing related
      services, we do not utilize any significant amount of raw materials. All of
      the
      raw materials needed for our business are readily available from several
      different suppliers and at market driven prices. The company only purchases
      computers and other software in order to provide its services and software
      applications to customers.




***Our
      Employees***





General





As
      of
      December 31, 2007, we had 109 full-time employees. The following table
      illustrates the allocation of these employees among the various job functions
      conducted at our Company:





**Department**
            
            **Number ofEmployees**Software
                Development
            
            
            69Quality
                Control
            
            
            6Sales
                and Marketing
            
            
            12Administration
            
            
            12Human
                Resources
            
            
            3Finance
            
            
            7**Total**
            
            
            **109**





18




As
      required by applicable PRC law, we have entered into employment contracts with
      our officers, managers and all employees. We believe that we maintain a
      satisfactory working relationship with our employees and we have not experienced
      any significant labor disputes or any difficulty in recruiting staff for our
      operations.




China
      enacted a new Labor Contract Law, which became effective on January 1, 2008.
      The
      Company has updated its employment contracts and employee handbook and is in
      compliance with the new law. The Company will work with the employees and the
      labor union to insure that the employees obtain the full benefit of the law.
      The
      Company does not anticipate that changes in the law will materially impact
      the
      Company balance sheet or cash flow.





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





**RISK
      FACTORS** ****




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





**RISKS
      RELATED TO OUR BUSINESS**





***A
      termination of our relationship with Peking University could have a negative
      impact on our future operating results.***





PKU
      has
      historically been able to successfully leverage the marketability and resources
      offered by its strategic partner and investor, Peking University. PKU’s
      affiliation with Peking University helps to create brand awareness for its
      products and services and also provides access to the university’s GeoGIS
      Laboratory, which houses over thirty PhDs and researchers to support PKU’s
      research and development initiatives. A termination of the
      relationship/strategic partnership with Peking University could have a negative
      impact on our future operating results.





***We
      rely heavily on sales to the Chinese government and a significant decline in
      overall government expenditures or a delay in the payment of our invoices by
      the
      government could have a negative impact on our future operating
      results.***





Historically,
      substantially all of our sales of our products have been to the Chinese
      government entities at both central and local levels. Sales to the Digital
      City,
      Transportation and Land & Resources sectors of the Chinese government
      accounted for an aggregate approximately 60% and 55% of our sales for the years
      ended December 31, 2007 and 2006, respectively. We believe that the success
      and
      growth of our business for the foreseeable future will continue to depend on
      our
      ability to win government contracts. Many of our government customers are
      subject to budgetary constraints and our continued performance under these
      contracts, or award of additional contracts from these agencies, could be
      jeopardized by spending reductions or budget cutbacks at these agencies. Our
      operating results may also be negatively impacted by other developments that
      affect these government programs generally, including the following:





·
            adoption
                of new laws or regulations relating to government contracting or
                changes
                to existing laws or regulations;





·
            delays
                or changes in the government appropriations process; and




19




·
            delays
                in the payment of our invoices by government payment
                offices.





***We
      rely on our management to understand and react to our rapidly evolving and
      highly competitive GIS software development and application total solution
      industry and our failure to react to such changes or to introduce new products
      and product enhancements could adversely affect our
      business.***





The
      Chinese GIS industry is nascent and rapidly evolving. Therefore, it is critical
      that our management is able to understand industry trends and make good
      strategic business decisions. If our management is unable to identify industry
      trends and act in response to such trends in a way that is beneficial to us,
      our
      business will suffer.





In
      addition, we expect that a significant portion of our future revenue will be
      derived from sales of newly-introduced products. The market for our products
      is
      characterized by rapidly changing technology, evolving industry standards and
      changes in customer needs. If we fail to introduce new products or to modify
      or
      improve our existing products in response to changes in technology, industry
      standards or customer needs, our products could rapidly become less competitive
      or obsolete. We must continue to make significant investments in research and
      development in order to continue to develop new products, enhance existing
      products and achieve market acceptance for such products. However, there can
      be
      no assurance that development stage products will be successfully completed
      or,
      if developed, will achieve significant customer acceptance.





If
      we are
      unable to successfully develop and introduce competitive new products and
      enhance our existing products, our future results of operations would be
      adversely affected. Our pursuit of necessary technology may require substantial
      time and expense. We may need to license new technologies to respond to
      technological change. These licenses may not be available to us on terms that
      we
      can accept or may materially change the gross profits that we are able to obtain
      on our products. We may not succeed in adapting our products to new technologies
      as they emerge. Development and manufacturing schedules for technology products
      are difficult to predict and there can be no assurance that we will achieve
      timely initial customer shipments of new products. The timely availability
      of
      these products in volume and their acceptance by customers are important to
      our
      future success. Any future delays, whether due to product development delays,
      manufacturing delays, lack of market acceptance, delays in regulatory approval,
      or otherwise, could have a material adverse effect on our results of operations.




***We
      may not be able to adequately protect our proprietary intellectual property
      and
      technology, which may harm our competitive position and result in increased
      expenses incurred to enforce our rights.***





We
      rely
      on a combination of copyright, trade secret laws, non-disclosure agreements
      and
      other confidentiality procedures and contractual provisions to establish,
      protect and maintain our proprietary intellectual property and technology and
      other confidential information. Some of these technologies are important to
      our
      business and are not protected by patents. Despite our efforts, the steps we
      have taken to protect our proprietary intellectual property and technology
      and
      other confidential information may not be adequate to preclude misappropriation
      of our proprietary information or infringement of our intellectual property
      rights. Protecting against the unauthorized use of our products and other
      proprietary rights is also expensive, difficult and, in some cases, impossible.
      Litigation may be necessary in the future to enforce or defend our intellectual
      property rights, to protect our trade secrets or to determine the validity
      and
      scope of the proprietary rights of others. Such litigation could result in
      substantial costs and diversion of management resources, either of which could
      harm our business, operating results and financial condition.





***Product
      branding is important to us and if our brands are misappropriated such that
      our
      reputation could be harmed, this could result in lower sales having a negative
      impact on our financial results.***





We
      rely
      upon a combination of licensing and contractual covenants to establish and
      protect the brand names of our products. In many market segments, our reputation
      is closely related to our brand names. Monitoring unauthorized use of our brand
      names is difficult and we cannot be certain that the steps we have taken will
      prevent their unauthorized use, particularly in foreign countries where the
      laws
      may not protect our proprietary rights as fully as in the United States. Our
      brand names may be misappropriated or utilized without our consent and such
      actions may have a material adverse effect on our reputation and on the results
      of our operations.





20




***If
      we are unable to compete effectively with existing or new competitors, our
      resulting loss of competitive position could result in price reductions, fewer
      customer orders, reduced margins and loss of market share.***





The
      markets for our products are highly competitive and we expect competition to
      increase in the future. Some of our competitors have significantly greater
      financial, technical and marketing resources than we do. These competitors
      may
      be able to respond more rapidly to new or emerging technologies or changes
      in
      customer requirements. They may also be able to devote greater resources to
      the
      development, promotion and sale of their products. Increased competition could
      result in price reductions, fewer customer orders, reduced margins and loss
      of
      market share. Our failure to compete successfully against current or future
      competitors could seriously harm our business, financial condition and results
      of operations.





***Our
      products are complex and errors or defects could result in the rejection of
      our
      products and damage to our reputation, as well as lost revenues and increased
      costs.***





Products
      as sophisticated as ours are likely to contain undetected errors or defects,
      especially when first introduced or when new models or versions are released.
      Our products may not be free from errors or defects after commercial shipments
      have begun, which could result in the rejection of our products, damage to
      our
      reputation, lost revenues, diverted development resources and increased customer
      service and support costs and warranty claims. Any of these results could harm
      our business.





***We
      may be exposed to liabilities under the Foreign Corrupt Practices Act, and
      any
      determination that we violated the Foreign Corrupt Practices Act could have
      a
      material adverse effect on our business.***





We
      are
      subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that
      prohibit improper payments or offers of payments to foreign governments and
      their officials and political parties by U.S. persons and issuers as defined
      by
      the statute for the purpose of obtaining or retaining business. We have
      operations, agreements with third parties and make sales in China, which may
      experience corruption. Our activities in China create the risk of unauthorized
      payments or offers of payments by one of the employees, consultants, sales
      agents or distributors of our Company, even though these parties are not always
      subject to our control. It is our policy to implement safeguards to discourage
      these practices by our employees. However, our existing safeguards and any
      future improvements may prove to be less than effective, and the employees,
      consultants, sales agents or distributors of our Company may engage in conduct
      for which we might be held responsible. Violations of the FCPA may result in
      severe criminal or civil sanctions, and we may be subject to other liabilities,
      which could negatively affect our business, operating results and financial
      condition. In addition, the government may seek to hold our Company liable
      for
      successor liability FCPA violations committed by companies in which we invest
      or
      that we acquire.




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





Our
      future business and results of operations depend in significant part upon the
      continued contributions of our key technical and senior management personnel,
      including Shudong Xia, our chief executive officer and president, our chief
      financial officer, Zhihai Mao and our vice presidents, Zhibin Lai, Zhiping
      Zhang, and Danxia Huang. We also depend in significant part upon our ability
      to
      attract and retain additional qualified management, technical, marketing and
      sales and support personnel for our operations. If we lose a key employee,
      or if
      a key employee fails to perform his or her current position, or if we are not
      able to attract and retain skilled employees as needed, our business could
      suffer. Significant turnover in our senior management could significantly
      deplete our institutional knowledge held by our existing senior management
      team.
      We depend on the skills and abilities of these key employees in managing the
      manufacturing, technical, marketing and sales aspects of our business, any
      part
      of which could be harmed by further turnover.





21




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





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





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





**FINANCIAL
      RISKS**





***In
      order to grow at the pace expected by management, we will require additional
      capital to support our long-term business plan. If we are unable to obtain
      additional capital in future years, we may be unable to proceed with our
      long-term business plan and we may be forced to curtail or cease our
      operations.***





We
      will
      require additional working capital to support our long-term business plan,
      which
      includes identifying suitable targets for mergers or acquisitions so as to
      enhance the overall productivity and benefit from economies of scale. Our
      working capital requirements and the cash flow provided by future operating
      activities, if any, will vary greatly from quarter to quarter, depending on
      the
      volume of business during the period and payment terms with our customers.
      We
      may not be able to obtain adequate levels of additional financing, whether
      through equity financing, debt financing or other sources. Additional financings
      could result in significant dilution to our earnings per share or the issuance
      of securities with rights superior to our current outstanding securities. In
      addition, we may grant registration rights to investors purchasing our equity
      or
      debt securities in the future. If we are unable to raise additional financing,
      we may be unable to implement our long-term business plan, develop or enhance
      our products and services, take advantage of future opportunities or respond
      to
      competitive pressures on a timely basis, if at all. In addition, a lack of
      additional financing could force us to substantially curtail or cease our
      operations.




***We
      may experience significant period-to-period quarterly and annual fluctuations
      in
      our revenues and operating results, which may result in volatility in our stock
      price.***





We
      may in
      the future experience significant period-to-period fluctuations in our revenues
      and operating results. It is possible that our revenues and operating results
      in
      some quarters will be below market expectations, which could cause the value
      shares to decline. Our quarterly and annual operating results are affected
      by a
      number of factors, including:




·
            the
                unpredictable timing and volume of purchase orders and cancellations
                from
                our customers;




·
            the
                rate of acceptance of our products by our customers;




·
            the
                rate of growth of the market for our products and services;




·
            increases
                in prices charged by various third-party suppliers and subcontractors;




·
            the
                availability and pricing of various components used in our products;




·
            the
                difficulty of forecasting and managing our inventory and production
                levels;




·
            our
                ability to successfully develop, introduce and sell new or enhanced
                products;




·
            additions
                or departures of key personnel;




22




·
            our
                involvement in litigation; and




·
            natural
                disasters, particularly earthquakes, or disease outbreaks, such as
                the
                recent outbreak of SARS, affecting countries in which we conduct
                our
                business or in which our products are manufactured, assembled, or
                tested.




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





Our
      Chinese subsidiaries enjoy certain special or preferential tax treatments
      regarding foreign enterprise income tax in accordance with the “Income Tax Law
      of the PRC for Enterprises with Foreign Investment and Foreign Enterprises” and
      its implementing rules. Accordingly, our Chinese subsidiaries have been entitled
      to tax concessions whereby the profit for its first two financial years
      beginning with the first profit-making year (after setting off tax losses
      carried forward from prior years) is exempt from income tax in the PRC and
      the
      profit for each of the subsequent three financial years is taxed at 50% of
      the
      prevailing tax rates set by the relevant tax authorities. However, on
      March 16, 2007, the National People’s Congress of China passed the new
      Enterprise Income Tax Law, or EIT Law, and on November 28, 2007, the State
      Council of China passed the Implementing Rules for the EIT Law, or Implementing
      Rules, which took effect on January 1, 2008. The EIT Law and Implementing
      Rules impose a unified EIT of 25.0% on all domestic-invested enterprises and
      FIEs, unless they qualify under certain limited exceptions. Therefore, nearly
      all FIEs are subject to the new tax rate alongside other domestic businesses
      rather than benefiting from the FEIT, and its associated preferential tax
      treatments, beginning January 1, 2008.





Despite
      these changes, the EIT Law gives existing FIEs a five-year grandfather period
      during which they can continue to enjoy their existing preferential tax
      treatments. We are expecting that the measures to implement the grandfather
      period will be enacted by the Chinese government in the coming months and will
      assess what the impact of the new regulations are at that time. The
      discontinuation of any such special or preferential tax treatment or other
      incentives would have an adverse affect on any organization’s business, fiscal
      condition and current operations in China.





In
      addition to the changes to the current tax structure, under the EIT Law, an
      enterprise established outside of China with “de facto management bodies” within
      China is considered a resident enterprise and will normally be subject to an
      EIT
      of 25.0% on its global income. The Implementing Rules define the term “de facto
      management bodies” as “an establishment that exercises, in substance, overall
      management and control over the production, business, personnel, accounting,
      etc., of a Chinese enterprise.” If the PRC tax authorities subsequently
      determine that we should be classified as a resident enterprise, then the
      organization’s global income will be subject to PRC income tax of 25.0%.





**RISKS
      RELATING TO OUR CORPORATE GOVERNANCE STRUCTURE**





***We
      do not have any independent directors and may be unable to appoint any qualified
      independent directors.***





We
      currently do not have any independent directors. We plan to appoint a number
      of
      independent directors which will constitute a majority of our board of directors
      before our common stock is listed on a national securities exchange. However,
      we
      may not be able to identify qualified independent directors who would be willing
      to serve on our board.





23




***We
      may be exposed to potential risks relating to our internal controls over
      financial reporting and our ability to have the***  ***operating
      effectiveness of our internal controls attested to by our independent
      auditors.***




As
      directed by Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the
      SEC
      adopted rules requiring public companies to include a report of management
      on
      the company’s internal controls over financial reporting in their annual
      reports, including Form 10-K or 10-KSB. In addition, the independent registered
      public accounting firm auditing a company’s financial statements must also
      attest to and report on the operating effectiveness of our internal controls. We
      are
      subject to this requirement commencing with our fiscal year ending December
      31,
      2007 and a report of our management is included under Item 8A of this Annual
      Report on Form 10-KSB. Our
      management has concluded that our internal controls over our financial reporting
      are effective for the period covered by this Annual Report. However, in the
      future, our management may conclude that our internal controls over our
      financial reporting are not effective due to the identification of one or more
      material weaknesses, or our independent registered public accounting firm may
      issue an adverse opinion on our internal control over financial reporting if
      one
      or more material weaknesses are identified. We can provide no assurance that
      we
      will comply with all of the requirements imposed by SOX 404 and there can be
      no
      positive assurance that we will receive a positive attestation from our
      independent auditors. In the event we identify significant deficiencies or
      material weaknesses in our internal controls that we cannot remediate in a
      timely manner or we are unable to receive a positive attestation from our
      independent auditors with respect to our internal controls, investors and others
      may lose confidence in the reliability of our financial statements.





**RISKS
      RELATED TO DOING BUSINESS IN CHINA**




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





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





·
            level
                of government involvement in the economy;·
            control
                of foreign exchange;·
            methods
                of allocating resources;·
            balance
                of payments position;·
            international
                trade restrictions; and·
            international
                conflict.




The
      Chinese economy differs from the economies of most countries belonging to the
      Organization for Economic Cooperation and Development, or OECD, in many ways.
      For example, state-owned enterprises still constitute a large portion of the
      Chinese economy, and weak corporate governance traditions and a lack of flexible
      currency exchange policy continue to persist. As a result of these differences,
      we may not develop in the same way or at the same rate as might be expected
      if
      the Chinese economy were similar to those of the OECD member
      countries.




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





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




24




***The
      Chinese government exerts substantial influence over the manner in which we
      must
      conduct our business activities.***





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





Accordingly,
      government actions in the future, including any decision not to continue to
      support recent economic reforms, a return to a more centrally planned economy,
      or any regional or local variations in the implementation of economic policies
      could have a significant effect on economic conditions in China or particular
      regions thereof, and could require us to divest ourselves of any interest we
      then hold in Chinese properties or joint ventures.




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





In
      recent
      years, the Chinese economy has experienced periods of rapid expansion and highly
      fluctuating rates of inflation. These factors have led to the adoption by the
      Chinese government, from time to time, of various corrective measures designed
      to restrict the availability of credit or regulate growth and contain inflation.
      High inflation may in the future cause the Chinese government to impose controls
      on credit and/or prices, or to take other action, which could inhibit economic
      activity in China, and thereby harm the market for our products. Likewise,
      negative inflation could have an unfavorable effect on our business
      profitability in China.




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





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





***We
      may be unable to complete a business combination transaction efficiently or
      on
      favorable terms due to complicated merger and acquisition regulations which
      became effective on September 8, 2006.***





On
      August
      8, 2006, six PRC regulatory agencies, including the CSRC, promulgated the
      Regulation on Mergers and Acquisitions of Domestic Companies by Foreign
      Investors, which became effective on September 8, 2006. This new regulation,
      among other things, governs the approval process by which a PRC company may
      participate in an acquisition of assets or equity interests. Depending on the
      structure of the transaction, the new regulation will require the PRC parties
      to
      make a series of applications and supplemental applications to the government
      agencies. In some instances, the application process may require the
      presentation of economic data concerning a transaction, including appraisals
      of
      the target business and evaluations of the acquirer, which are designed to
      allow
      the government to assess the transaction. Government approvals will have
      expiration dates by which a transaction must be completed and reported to the
      government agencies. Compliance with the new regulations is likely to be more
      time consuming and expensive than in the past and the government can now exert
      more control over the combination of two businesses. Accordingly, due to the
      new
      regulation, our ability to engage in business combination transactions has
      become significantly more complicated, time consuming and expensive, and we
      may
      not be able to negotiate a transaction that is acceptable to our stockholders
      or
      sufficiently protect their interests in a transaction.





25




The
      new
      regulation allows PRC government agencies to assess the economic terms of a
      business combination transaction. Parties to a business combination transaction
      may have to submit to the Ministry of Commerce and other relevant government
      agencies an appraisal report, an evaluation report and the acquisition
      agreement, all of which form part of the application for approval, depending
      on
      the structure of the transaction. The regulations also prohibit a transaction
      at
      an acquisition price obviously lower than the appraised value of the PRC
      business or assets and in certain transaction structures, require that
      consideration must be paid within defined periods, generally not in excess
      of a
      year. The regulation also limits our ability to negotiate various terms of
      the
      acquisition, including aspects of the initial consideration, contingent
      consideration, holdback provisions, indemnification provisions and provisions
      relating to the assumption and allocation of assets and liabilities. Transaction
      structures involving trusts, nominees and similar entities are prohibited.
      Therefore, such regulation may impede our ability to negotiate and complete
      a
      business combination transaction on financial terms that satisfy our investors
      and protect our stockholders’ economic interests.




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





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




Our
      strategy to procure steel supply is to diversify our suppliers both in the
      PRC
      and overseas. Currently, some of our raw materials and major equipment are
      imported. In the event that the U.S. dollars appreciate against RMB, our costs
      will increase. If we cannot pass the resulting cost increase on to our
      customers, our profitability and operating results will suffer. In addition,
      since our sales to international customers grew rapidly, we are subject to
      the
      risk of foreign currency depreciation.





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





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





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





***We
      may be subject to penny stock regulations and restrictions and you may have
      difficulty selling shares of our common stock.***





The
      SEC
      has adopted regulations which generally define so-called “penny stocks” to be an
      equity security that has a market price less than $5.00 per share or an exercise
      price of less than $5.00 per share, subject to certain exemptions. If our common
      stock becomes a “penny stock,” we may become subject to Rule 15g-9 under the
      Exchange Act, or the “Penny Stock Rule.” This rule imposes additional sales
      practice requirements on broker-dealers that sell such securities to persons
      other than established customers and “accredited investors” (generally,
      individuals with a net worth in excess of $1,000,000 or annual incomes exceeding
      $200,000, or $300,000 together with their spouses). For transactions covered
      by
      Rule 15g-9, a broker-dealer must make a special suitability determination for
      the purchaser and have received the purchaser’s written consent to the
      transaction prior to sale. As a result, this rule may affect the ability of
      broker-dealers to sell our securities and may affect the ability of purchasers
      to sell any of our securities in the secondary market.





26




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





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





***Certain
      of our stockholders hold a significant percentage of our outstanding voting
      securities and accordingly may make decisions regarding our daily operations,
      significant corporate transactions and other matters that other stockholders
      may
      believe are not in their best interests.***





Shudong
      Xia, our chief executive officer and president, is the beneficial owner of
      approximately 48.8% of our outstanding voting securities. As a result, he
      possesses significant influence over the election of our board of directors
      and
      significant corporate transactions. His ownership may also have the effect
      of
      delaying or preventing a future change in control, impeding a merger,
      consolidation, takeover or other business combination or discourage a potential
      acquirer from making a tender offer. Other stockholders may believe that these
      future decisions made by Mr. Xia are not in their best interests.





**ITEM
      2. DESCRIPTION OF PROPERTY.**





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





We
      do not
      have any land use rights directly from the PRC. Instead, we lease the space
      where our executive offices are located. We have entered into a lease agreement
      with Mr. Zhao Li for our rental of space at the E-Wing Center. Under this lease,
      we have the right to use 360 square meters of office space in the E-Wing Center.
      We pay a total monthly rental of RMB 37,560 under this lease agreement
      (approximately $4,796). This lease expires on December 1, 2008. On June 2,
      2007,
      we entered into a real property purchase agreement with Zhao Li, pursuant to
      which Mr. Zhao agreed to sell the facility to us for a purchase price of RMB
      9,747,000 (approximately $1,336,000). We have paid $864,285 to Mr. Zhao by
      December 31, 2007.





We
      believe that our properties have been adequately maintained, are generally
      in
      good condition, and are suitable and adequate for our business.





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




From
      time
      to time, we may become involved in various lawsuits and legal proceedings which
      arise in the ordinary course of business. However, litigation is subject to
      inherent uncertainties and an adverse result in these or other matters may
      arise
      from time to time that may harm our business. We are currently not aware of
      any
      such legal proceedings or claims that we believe will have a material adverse
      affect on our business, financial condition or operating results.





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





None.





27




**PART
      II**





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





***Market
      Information***





Our
      common stock is quoted under the symbol “CTFO.OB” on the Electronic Bulletin
      Board maintained by the National Association of Securities Dealers, Inc., but
      had not been traded in the Over-The- Counter market except on a limited and
      sporadic basis. The CUSIP number is 169453 10 7.





The
      following table sets forth, for the periods indicated, the high and low closing
      prices of our common stock. These prices reflect inter-dealer prices, without
      retail mark-up, mark-down or commission, and may not represent actual
      transactions. These prices have been adjusted to give retroactive effect to
      the
      1-for-7.5 reverse split of our common stock that occurred on August 20, 2007.




Closing
                  Prices(1)High
              
              Low***Year
                  Ended December 31, 2007***1stQuarter
              
              $
              5.60
              
              $
              1.052ndQuarter
              
              
              5.25
              
              
              3.363rdQuarter
              
              
              4.55
              
              
              2.804thQuarter
              
              
              8.50
              
              
              3.20***Year
                  Ended December 31, 2006***1stQuarter
              
              
              2.10
              
              
              0.772ndQuarter
              
              
              1.75
              
              
              0.5953rdQuarter
              
              
              1.05
              
              
              0.494thQuarter
              
              
              1.05
              
              
              0.315




(1)
            The
                above table sets forth the range of high and low closing prices per
                share
                of our common stock as reported bywww.quotemedia.comfor the periods indicated.




***Approximate
      Number of Holders of Our Common Stock***





On
      March
      13, 2008, there were approximately 125 stockholders of record of our common
      stock. The number of record holders does not include persons who held our common
      stock in nominee or “street name” accounts through brokers.





***Dividends***





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





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





As
      of
      December 31, 2007, we did not have any equity compensation plan.





28




***Recent
      Sales of Unregistered Securities***





Except
      for the following, we have not sold any unregistered equity securities during
      the fiscal year ended December 31, 2007 that were not previously disclosed
      in a
      quarterly report on Form 10-QSB or a current report on Form 8-K that was filed
      during the 2007 fiscal year:





On
      November 30, 2007, we issued CCG Investor Relations Partners LLC, or CCG, a
      three-year warrant to purchase 50,000 shares of our common stock at $5.00 per
      share in consideration for the investor relations services provided by CCG.
      The
      issuance of warrant to CCG was made in reliance upon exemption provided by
      Section 4(2) of the Securities Act for the offer and sale of securities not
      involving a public offering and Regulation D promulgated thereunder. The
      purchaser who received the shares agreed that (a) it had access to all of
      the Company’s information pertaining to the investment and were provided with
      the opportunity to ask questions and receive answers regarding the offering,
      (b)
      it was acquiring the shares for its own account for investment and not for
      the
      account of any other person and not with a view to or for any distribution
      within the meaning of the Securities Act and (c) it would not sell or otherwise
      transfer the purchased shares unless in compliance with state and federal
      securities laws. The purchaser represented that it was an accredited investor
      as
      defined in Rule 501(a) under the Securities Act and that there was no general
      solicitation or advertising in connection with the offer and sale of the
      securities.





***Purchases
      of Our Equity Securities***





No
      repurchases of our common stock were made during the fourth quarter of our
      fiscal year of 2007.




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





***Overview***





This
      subsection of management’s discussion and analysis is an overview of the
      important factors that management focuses on in evaluating our business, our
      financial condition our operating performance, our overall business strategy
      and
      our earnings for the periods covered.





We
      are a
      holding company that only operates through our indirect, majority-owned Chinese
      subsidiary PKU. We beneficially own 95% of PKU and Peking University owns the
      remaining 5%. Through PKU, we are a total solutions provider of GIS application
      software and services. PKU provides its products and services to various
      segments of the Chinese government, including the Transportation, Digital City
      and Land & Resources departments.





We
      have
      integrated our GIS software applications with “off the shelf” GIS software to
      provide our clients with custom solutions that specifically fit their needs.
      In
      addition, in China where we sell our products and services, we provide technical
      training, support and data management services and consulting to assist our
      clients in organization analysis and interpolation of the data that they have
      aggregated. When we work on this basis, we are able to create for our clients
      a
      total GIS solution that is designed specifically to meet the needs of the
      client.





We
      generate revenues through the sale of our self-developed GIS application
      software products, “off the shelf” hardware and software, and IT (Information
      Technology) services, such as data management, data monitoring, IT consulting
      and other IT solutions.





Industry
      Wide Factors that are Relevant to Our Business





The
      GIS
      software and solutions industry in China is in the process of rapid and
      continuous development. We believe the trend in China’s GIS software industry is
      the Chinese government’s preference to use “Made in China” GIS software
      applications and services for its government programs. One result of this trend
      is the growing number government programs in the areas of Transportation,
      Digital City and Land & Resources. We believe this trend will impact
      favorably on the demand for GIS software products and services, and this will
      result in growth in sales of GIS software and services and will result in
      increased revenues for us.





29




The
      development of GIS software and solutions that are “Made in China” has grown
      rapidly since 2000. We believe that the annual growth rate in this sector is
      currently approximately 50%. As a leading company in GIS software development
      and solutions in China, our sales revenues have a high correlation to the
      estimated growth of the GIS industry in China for GIS software and services
      generally. Our sales have grown at an average rate of over 50% for the past
      three years and our earnings have grown at an average rate of over 66% over
      the
      same period. Therefore, we believe that our sales over the next five years
      will
      grow in close correlation with the estimated growth of China’s GIS industry.





One
      main
      factor that management considers when estimating our future growth is the
      potential revenue from larger government projects in the Transportation, Digital
      City and Land & Resources sectors of the Chinese government based on annual
      budget reports issued by relevant governmental sectors at both central and
      local
      levels. We expect that these potential new projects will create revenues from
      new GIS applications software sales and services. We expect to bid on large
      projects in the Transportation, Digital City and Land & Resources sectors in
      2008.





The
      GIS
      software and solutions market in China is also subject to consumption patterns
      and trends. One such consumption pattern or trend relates to the enormous amount
      of IT spending that has been slated by the Chinese central government. As China
      continues down the path of urbanization, so does the governments needs for
      GIS
      software applications to manage that growth. The need in this trend is primary
      in the area of transportation, logistics and IT infrastructure for telephones
      and internet services.





Our
      industry is also affected by the growing concern over protecting the
      environment. China’s government is under increasing pressure to take care of the
      environmental impact of the natural resources exploration. GIS software
      applications and services for this sector usually contain different applications
      that can help identify environmental problems.





The
      growing use of GPS and location-based service services in China has a material
      impact on our industry. We believe that “Made in China” GIS software and
      services will have a distinct advantage over developed countries, where software
      development costs are generally higher. The Chinese economy is developing at
      a
      quick pace. As a result, there is a growing consumer market that is developing
      in China. We also believe that the worldwide perception of the quality level
      of
      Chinese products is improving.





We
      believe there is a great opportunity to expand China’s export volume in the area
      of GIS software and services. Recognizing this opportunity, the Chinese
      government has been encouraging domestic companies that develop GIS application
      software to increase their export activities.





Our
      industry is also experiencing a significant increase in competition. This
      increased level of competition puts pressure on the sales prices of our
      products, which results in lower margins for us.





30




***Results
      of Operations***





The
      following tables set forth key components of our results of operations for
      the
      periods indicated, in dollars and percentage of revenues and key components
      of
      our revenue for the periods indicated in dollars.




**Years Ended****December 31,****2007**
            
            **2006**$
            
            
            $Revenues
            
            
            11,864,629
            
            
            7,177,023Cost
                of sales
            
            
            5,612,372
            
            
            3,220,259Gross
                profit
            
            
            6,252,257
            
            
            3,956,764Selling,
                general and administrative expenses
            
            
            1,401,169
            
            
            (846,711
            )Operating
                income
            
            
            4,851,088
            
            
            3,110,053Other
                income and (expenses)Interest
                income
            
            
            60,289
            
            
            1,728Interest
                expenses
            
            
            (13,968
            )
            
            (35,278
            )Subsidy
                income
            
            
            146,058
            
            
            0Decrease
                in fair value of warrant liability
            
            
            64,359
            
            
            0Minority
                interest
            
            
            (396,585
            )
            
            (4,670
            )Other
                income (expense)
            
            
            160,446
            
            
            34,776Income
                before income taxes
            
            
            4,871,687
            
            
            3,106,609Income
                taxes
            
            
            450,606
            
            
            119,719Net
                income
            
            
            4,421,081
            
            
            2,986,890




**Years Ended****December
                31,****2007**
            
            **2006****As
                a percentage of Revenues**Revenues
            
            
            100.00
            %
            
            100.00
            %Cost
                of sales
            
            
            47.30
            %
            
            44.87
            %Gross
                profit
            
            
            52.70
            %
            
            55.13
            %Selling,
                general and administrative expenses
            
            
            11.81
            %
            
            (11.80
            )%Operating
                income
            
            
            40.89
            %
            
            43.33
            %Other
                income and (expenses)Interest
                income
            
            
            0.51
            %
            
            0.02
            %Interest
                expenses
            
            
            (0.12
            )%
            
            (0.49
            )%Subsidy
                income
            
            
            1.23
            %
            
            0.00
            %Decrease
                in fair value of warrant liability
            
            
            0.54
            %
            
            0.00
            %Minority
                interest
            
            
            (3.34
            )%
            
            (0.07
            )%Other
                income (expenses)
            
            
            1.35
            %
            
            0.48
            %Income
                before income taxes
            
            
            41.06
            %
            
            43.29
            %Income
                taxes
            
            
            3.80
            %
            
            1.67
            %Net
                income
            
            
            37.26
            %
            
            41.62
            %





31


**Years Ended**
                **December 31,****2007**
              
              **2006****Components
                  of Revenue**
              
              $
              
              
              $Total
                  revenue
              
              
              11,864,629
              
              
              7,177,023Revenue
                  by Product and ServicesSoftware
              
              
              5,211,990
              
              
              3,522,619Hardware
              
              
              6,652,639
              
              
              3,654,404
  Years
        Ended December 31, 2007 and 2006
 
 *Revenues* .
        Revenues increased approximately **** $4.7
        million, or 65.3% to approximately $11.9 million for the years ended December
        31, 2007, from approximately $7.2 million for the same period in 2006. This
        increase was attributable to the increased sales of our products and the
        applications of our products in the Transportation, Land & Resources and
        Digital City sectors in 2007 compared to the same period in 2006. **** During
        2007, the Company achieved a win rate of approximately 90 percent for project
        bids and also were able to secure more contracts from recurring clients.
 
 The
        following table illustrates the revenues from the Chinese government sectors
        and
        regulated industries in which we sell our products and services for the periods
        indicated. The table also provides the percentage of total revenues represented
        by each listed sector.




Year Ended
                December 31,2007
              
              Percentage ofTotalRevenues
              
              Year EndedDecember 31,2006
              
              Percentage ofTotalRevenuesTransportation
              
              $
              4,690,206
              
              
              39.53
              %
              $
              2,374,229
              
              
              33.08
              %Digital
                  City
              
              
              5,459,863
              
              
              46.02
              %
              
              3,941,025
              
              
              54.91
              %Land
                  & Resources
              
              
              1,321,757
              
              
              11.14
              %
              
              745,347
              
              
              10.39
              %Other
              
              
              392,803
              
              
              3.31
              %
              
              116,422
              
              
              1.62
              %Total
              
              $
              11,864,629
              
              
              100.00
              %
              $
              7,177,023
              
              
              100.00
              %
 
 As
        the
        table above indicates, the Transportation and Digital City sectors accounted
        for
        an aggregate of 85.55% and 87.99% of our sales for the years ended December
        31,
        2007 and 2006, respectively. Sales in Land & Resources account for less than
        12% of total sales over each of periods indicated above. Our success ratio
        when
        bidding on new contracts, was approximately 90% during the year ended December
        31, 2007.
 
 *Cost
        of Goods Sold.* Our cost
        of goods sold increased approximately $2.39 million, or 74.22%, to approximately
        $5.61 million for the year ended December 31, 2007, from approximately
        $3.22 **** million
        during the same period in 2006. This increase was mainly due to the increase
        in
        sales generally and in the increase in sales of hardware products in 2007
        as
        compared to 2006. As a percentage of revenues, the cost of goods sold increased
        to 47.30% during the year ended December 31, 2007 from 44.87% in the same
        period
        in 2006, also as a result of the increase in higher cost hardware sales as
        a
        percentage of total sales.
  32
  The
        following table illustrates in detail the items constituting our costs of
        goods
        sold.




**Cost
                  Item**
              
              **Year ended**
                **December31, 2007**
              
              **Year Ended
                  December31, 2006**Salary
              
              $
              771,700
              
              $
              443,498Hardware
              
              
              4,053,972
              
              
              2,211,676Software
                  licenses
              
              
              250,174
              
              
              153,760Outsourcing
              
              
              245,743
              
              
              164,747Others
              
              
              290,783
              
              
              246,577**Total**
              
              $
              5,612,372
              
              $
              3,220,259
 
 *Gross
        Profit.* Our
        gross profit increased approximately $2.29 million, or 58.01%, to approximately
        $6.25 million for the year ended December 31, 2007, from approximately
        $3.96 million in 2006. Gross profit as a percentage of revenues was 52.70%
        for the year ended December 31, 2007, a decrease of 2.43% from 55.13% in
        2006.
        The decline was mainly due to the increase in sales of lower margin hardware
        as
        a percentage of total sales during the period compared to the same period
        in
        2006 from 50.92% to 56.07%, respectively.
 
 *Selling
        Expenses.* All of
        our products are sold into the domestic China market through contracts
        commissioned by the Chinese government. Various government entities and agencies
        either invite us to bid for a specific contract or award a contract to us
        on a
        no bid basis. This type of procurement process accounts for more than 95%
        of our
        total sales. We are often invited to bid on contracts through our professional
        relationships and are awarded repeat business. As a result, we have not invested
        heavily in establishing a substantial marketing program. We promote our products
        by developing relationships through Peking University, professional
        relationships with various agencies and municipalities within the Chinese
        government and in participation in industry trade exhibitions. Our marketing
        expenses therefore are relatively low in comparison to those of our competitors
        who do not have a record of performance and brand recognition or
        well-established government contacts.
  Selling
        expenses, including sales representative commissions, promotion fees,
        salesperson salaries and expenses increased $0.15 million, or 81.06%, to
        $0.33
        million **** for
        the
        year ended December 31, 2007, from $0.18 million in
        2006.
        As a percentage of revenues, selling expenses increased to 2.74% for the
        year
        ended December 31, 2007, from 2.50% in 2006. The increase of selling expenses
        was mainly attributable to our expanded operations and sales volume from
        2006 to
        2007.
 
 *Administrative
        Expenses.* Our
        administrative expenses were $1.07 million (9.07% of total sales) and $0.67
        (9.29% of total sales) for the years ended December 31, 2007 and 2006,
        respectively. The increase of administrative expenses was mainly attributable
        to
        the increase of professional services related to the company having become
        a
        public company in May 2007.
 
 *Income
        Taxes* .
        Our
        Chinese subsidiary, PKU, is subject to Chinese enterprises income tax, or
        EIT,
        at a rate of 15% of the assessable profits. As approved by the local tax
        authority in the PRC, PKU is entitled to a two-year exemption from EIT followed
        by 50% tax exemption for the next three calendar years, commencing from the
        first cumulative profit-making year. As of December 31, 2007, PKU had net
        operating loss carry forwards for Chinese income tax purposes of approximately
        $1.11 million. We believe that the first cumulative profit-making year of
        PKU
        will be in the fiscal year 2009 for Chinese income tax purpose. For the year
        ended December 31, 2006, we recognized income tax expense of $0.12 million
        while
        in 2007, we recognized an income tax expense of $0.45 million. All those
        tax
        expenses resulted from the decreases in deferred tax assets.




*Net
        Income.* Net
        income increased approximately $1.43 **** million,
        or 48.02% to approximately $4.42 **** million
        for the year ended December 31, 2007 from approximately $2.99 **** million
        in 2006, as a result of the factors described above.
  33
  ***Liquidity
        and Capital Resources*** ****
 
 General
 
 As
        of
        December 31, 2007, we had cash and cash equivalents (excluding restricted
        cash)
        of approximately $6.84 million and restricted cash of approximately $0.24
        million. The following table provides detailed information about our net
        cash
        flow for all financial statement periods presented in this report.
  **Cash
        Flow**
 (all
        amounts in thousands of U.S. dollars)
  **For the Fiscal Year Ended December31,****2007**
                
                **2006**Net
                    cash provided by (used in) operating activities
                
                $
                85,543
                
                $
                1,201,952Net
                    cash provided by (used in) investing activities
                
                
                4,252,311
                
                
                (185,048
                )Net
                    cash provided by (used in)financing activities
                
                
                1,049,289
                
                
                125,570Net
                    cash flow
                
                
                5,521,074
                
                
                1,171,473
 
 ***Operating
        Activities:***
 
 Net
        cash
        provided by operating activities was approximately $0.09 million in fiscal
        year
        2007, a decrease of $1.11 million from the $1.20 million net cash provided
        by
        operating activities in fiscal year 2006. Such decrease of net cash provided
        by
        operating activities was primarily attributable to the increase of deposits
        paid
        to suppliers related to our contracts.
 
 ***Investing
        Activities:***
 
 Our
        main
        uses of cash for investing activities are payments relating to the acquisition
        of property, plant and equipment and restricted cash pledged as deposits
        for
        bankers’ acceptance bills.
  Net
        cash
        provided by investing activities was approximately $4.25 million in fiscal
        year
        2007, an increase of $4.44 million from the $0.19 million net cash used in
        investing activities in fiscal year 2006. Such increase of net cash provided
        by
        investing activities was primarily attributable to cash acquired as a result
        of
        the reverse acquisition in May 2007.
 
 ***Financing
        Activities:***
 
 Net
        cash
        provided by financing activities in fiscal year 2007 totaled approximately
        $1.05
        million as compared to approximately $0.13 million provided by financing
        activities in fiscal year 2006. The increase of the cash provided by financing
        activities was mainly attributable to approximately $3.2 million proceeds
        we
        received from the private placement transaction in May 2007.
 
 We
        believe we currently maintain a good business relationship with many banks.
        As
        of December 31, 2007 there was no bank loan outstanding.




On
        May
        14, 2007, we completed a private placement pursuant to which we issued and
        sold
        1,777,778 shares of our common stock to some institutional investors. As
        a
        result of this private placement we raised approximately $3.2 million in
        gross
        proceeds, which left us with approximately $1.8 million in net proceeds after
        the deduction of offering expenses in the amount of approximately $1.4 million. ****
  34
  We
        believe that our currently available working capital, after receiving the
        aggregate proceeds of our capital raising activities in the first half of
        2007,
        should be adequate to sustain our operations at our current levels through
        at
        least the next twelve months. **** However,
        depending on our future needs and changes and trends in the capital markets
        affecting our shares and the Company, we may determine to seek additional
        equity
        or debt financing in the private or public markets.
 
 ***Obligations
        Under Material Contracts***
 
 We
        have
        entered into a lease agreement with a Chinese individual, Zhao Li, for our
        rental of space at 07 Floor E-Wing Center, No. 113 Zhichunlu, Haidian District,
        Beijing, China. Under this lease, we have the right to use 513 square meters
        of
        office space in the E-Wing Center. We pay a total monthly rental of RMB 62,000
        under this lease agreement (approximately $8,000). This lease expires on
        December 1, 2008. On June 2, 2007, we entered into a real property purchase
        agreement with Zhao Li, pursuant to which Mr. Zhao agreed to sell the facility
        to us for a purchase price of RMB 9,747,000 (approximately $1,300,250). We
        have
        paid $774,260 **** to
        Mr.
        Zhao by December 31, 2007.
 
 ***Inflation*** ****
 
 Our
        results of operations have not been affected by inflation and management
        does
        not expect that inflation risk would cause material impact on its operations
        in
        the future.
 
 ***Seasonality***
 
 Our
        results of operations are not materially affected by seasonality and we do
        not
        expect seasonality to cause any material impact on our operations in the
        future.
 
 ***Critical
        Accounting Policies*** ****
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States requires our management to make
        assumptions, estimates and judgments that affect the amounts reported in
        the
        financial statements, including the notes thereto, and related disclosures
        of
        commitments and contingencies, if any. We consider our critical accounting
        policies to be those that require the more significant judgments and estimates
        in the preparation of financial statements, including the
        following:
 
 ***Principles
        of Consolidation*** —
The
        consolidated financial statements include the accounts of the Company, it's
        wholly owned subsidiaries Intra-Asia Entertainment (Asia Pacific) Limited,
        Intra-Asia Entertainment (China) Limited and Cabowise International Ltd.,
        its
        indirectly wholly owned subsidiary Oriental Intra-Asia Entertainment (China)
        Limited, Beijing PKU Chinafront High Technology Co., Ltd , Beijing Tian Hao
        Ding
        Xing Technology Co., Ltd. and Beijing Zhangcheng Science sand Technology
        Co.,
        Ltd. All material intercompany accounts, transactions and profits have been
        eliminated in consolidation.
  ***Use
        of Estimates*** —The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting period. Significant estimates include accrued warranty
        costs, as well as revenue and costs recorded under the percentage-of-completion
        method. Actual results could differ from those estimates.




***Cash
        Equivalents*** —The
        Company classifies all highly liquid investments purchased with a maturity
        of
        three months or less as cash equivalents.
  35
  ***Accounts
        Receivable*** —Accounts
        receivable are carried at original invoice amount less an estimate for doubtful
        receivables based on a review of all outstanding amounts at year end. Management
        determines the allowance for doubtful accounts by using historical experience
        applied to an aging of accounts. Trade receivables are written off when deemed
        uncollectible. Recoveries of trade receivables previously written off are
        recorded when received.
  ***Property
        and Equipment*** —Property
        and equipment are recorded at cost, less accumulated depreciation. Depreciation
        is provided for using straight-line methods over the estimated useful lives
        of
        the respective assets, usually five years.
  ***Revenue
        Recognition*** —Substantially
        all of the Company’s revenues are on contracts recognized using the
        percentage-of-completion method, measured by the ratio of costs incurred
        to date
        to estimated total costs for each contract. Contract costs include all direct
        material and labor costs and those indirect costs related to contract
        performance, such as supplies and travels. General and administrative costs
        are
        charged to expense as incurred. Losses on contracts are recorded in full
        as they
        are identified.
  ***Share-Based
        Payments*** —The
        Company adopted Statement of Financial Accounting Standards No 123(R),
“Share-Based Payments” (“SFAS No. 123R”) effective January 1, 2006. SFAS No.
        123R amends existing accounting pronouncements for share-based payment
        transactions in which an enterprise receives employee and certain non-employee
        services in exchange for (a) equity instruments of the enterprise or (b)
        liabilities that are based on the fair value of the enterprise’s equity
        instruments or that may be settled by the issuance of such equity instruments.
        SFAS No.123R generally requires such transactions be accounted for using
        a
        fair-value-based method. The Company has never issued any stock options to
        any
        employees.
  ***Income
        Taxes*** —Deferred
        income tax assets and liabilities are recognized for the estimated future
        tax
        consequences attributable to differences between the financial statement
        carrying amounts of existing assets and liabilities and their respective
        income
        tax bases. Deferred income tax assets and liabilities are measured using
        enacted
        tax rates in effect for the year in which those temporary differences are
        expected to be recovered or settled. A valuation allowance is established
        against deferred tax assets if it is more likely than not that all, or some
        portion, of such assets will not be realized.
  Effective
        January 1, 2007, we adopted Financial Accounting Standard Board (FASB)
        Interpretation No. 48 (FIN 48), *Accounting
        for Uncertainty in Income Taxes—an interpretation of FASB Statement
        No. 109* , *Accounting
        for Income Taxes* .
        FIN 48 prescribes a comprehensive model for how companies should recognize,
        measure, present, and disclose in their financial statements uncertain tax
        positions taken or expected to be taken on a tax return. Under FIN 48, tax
        positions are initially recognized in the financial statements when it is
        more
        likely than not the position will be sustained upon examination by the tax
        authorities. Such tax positions are initially and subsequently measured as
        the
        largest amount of tax benefit that is greater than 50% likely of being realized
        upon ultimate settlement with the tax authority assuming full knowledge of
        the
        position and all relevant facts.
  ***Impairment
        of Long-Lived Assets*** —The
        Company adopts SFAS No. 144 "Accounting for the Impairment or Disposal of
        Long-Lived Assets". The Company periodically evaluates long-lived assets
        for
        impairment whenever events or changes in circumstances indicate that the
        carrying value of an asset may not be recoverable. If the estimated future
        cash
        flows (undiscounted and without interest charges) from the use of an asset
        were
        less than the carrying value, a write-down would be recorded to reduce the
        related asset to its estimated fair value.
  The
        assumptions used by management in determining the future cash flows are
        critical. In the event these expected cash flows are not realized, future
        impairment losses may be recorded. Management has determined that no impairments
        of long-lived assets currently exist.




***Issuance
        of Shares by Subsidiaries—*** Sales
        of
        stock by a subsidiary is accounted for in accordance with Staff Accounting
        Bulletin Topic 5H, “Accounting for Sales of Stock by a Subsidiary.” The Company
        has adopted the capital transaction method to account for subsidiary stock
        sales. Accordingly, increases and decreases in the Company’s share of its
        subsidiary’s net equity resulting from subsidiary stock transactions are
        recorded on the Consolidated Balance Sheets and Consolidated Statements of
        Stockholders’ Equity as increases or decreases to Additional paid-in
        capital.




36


***Concentrations
        of Credit Risk*** —Financial
        instruments that subject the Company to credit risk consist primarily of
        accounts receivable, which are concentrated in a small number of customers
        in
        the Chinese governments. The Company performs ongoing credit evaluations
        of its
        customers. To date, there has been no bad debt incurred.
  ***Statement
        of Cash Flows*** —In
        accordance with SFAS No. 95, "Statement of Cash Flows", cash flows from the
        Company's operations are based upon the local currencies. As a result, amounts
        related to assets and liabilities reported on the statement of cash flows
        will
        not necessarily agree with changes in the corresponding balances on the balance
        sheet.




***Translation
        Adjustment*** —The
        Renminbi ("RMB"), the national currency of the PRC, is the primary currency
        of
        the economic environment in which the operations of PKU are conducted. The
        Company uses the United States dollar ("U.S. dollars") for financial reporting
        purposes.
 
 The
        Company translates PKU's assets and liabilities into U.S. dollars using the
        rate
        of exchange prevailing at the balance sheet date, and the statement of income
        is
        translated at average rates during the reporting period. Adjustments resulting
        from the translation of PKU's financial statements from RMB into U.S. dollars
        are recorded in stockholders' equity as part of accumulated comprehensive
        gain -
        translation adjustments. Gains or losses resulting from transactions in
        currencies other than RMB are reflected in income for the reporting
        period.




As
        of
        December 31, 2007, the exchange rate between the RMB (¥) and
        the USD ($)
        was ¥1=$0.1371.The weighted-average rates of exchange between the RMB and the
        USD as of December 31, 2007 and 2006 were ¥1=$0.13167 and ¥1=$0.12557,
        respectively. Total translation adjustment recognized as of December 31,
        2007
        and 2006 is $887,184 and $214,770 , respectively.
  ***Comprehensive
        Income*** —Comprehensive
        income includes accumulated foreign currency translation gains and losses.
        The
        Company has reported the components of comprehensive income on its statements
        of
        stockholders’ equity.
 
 ***Fair
        Value of Financial Instruments*** —
The
        carrying amounts of cash and cash equivalents, accounts receivable, deposits
        and
        accounts payable approximate their fair value because of the short maturity
        of
        those instruments.
 The
        carrying amounts of the Company's long-term debt approximate their fair value
        because of the short maturity and/or interest rates which are comparable
        to
        those currently available to the Company on obligations with similar
        terms.
 
 ***New
        Accounting Pronouncements***
 
 In
        September 2006, the FASB issued Statement of Financial Accounting Standards
        No. 157, *Fair
        Value Measurements* ,
        (SFAS 157). SFAS 157 defines fair value, establishes a framework for
        measuring fair value in generally accepted accounting principles and expands
        disclosures about fair value measurements. FAS 157 is effective for
        financial statements issued for fiscal years beginning after November 15,
        2007 and interim periods within those fiscal years. In February 2008, FASB
        issued Staff Position 157-2, *Effective
        Date of FASB Statement No. 157* ,
        (FSP
        157-2) which delays the effective date of SFAS 157 for nonfinancial assets
        and nonfinancial liabilities, except for items that are recognized or disclosed
        at fair value in the financial statements on a recurring basis. Management
        is
        still evaluating the impact, if any, that the adoption of SFAS 157 and FSP
        157-2 will have on our financial position, results of operations, or cash
        flows.
  In
        February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
        No.
        159, " *The
        Fair Value Option for Financial Assets and Financial Liabilities - Including
        an
        Amendment of FASB Statement No. 115* ".
        This
        statement permits entities to choose to measure many financial instruments
        and
        certain other items at fair value. Most of the provisions of SFAS No. 159
        apply
        only to entities that elect the fair value option. However, the amendment
        to
        SFAS No. 115 " *Accounting
        for Certain Investments in Debt and Equity Securities* "
        applies
        to all entities with available-for-sale and trading securities. SFAS No.
        159 is
        effective as of the beginning of an entity's first fiscal year that begins
        after
        November 15, 2007.Early adoption is permitted as of the beginning of a fiscal
        year that begins on or before November 15, 2007, provided the entity also
        elects
        to apply the provision of SFAS No. 157, " *Fair
        Value Measurements".* The
        adoption of this statement is not expected to have a material effect on the
        Company's financial statements.
  37
  In
        June
        2007, the FASB ratified Emerging Issue Task Force (“EITF”) Issue No. EITF 06-11*Accounting
        for the Income Tax Benefits of Dividends on Share-Based Payment
        Awards*(“EITF
        06-11”). EITF 06-11 provides that tax benefits associated with dividends on
        share-based payment awards be recorded as a component of additional paid-in
        capital. EITF 06-11 is effective, on a prospective basis, for fiscal years
        beginning after December 15, 2007.
  In
        June
        2007, the FASB issued EITF Issue No. 07-03, *Accounting
        for Non-Refundable Advance Payments for Goods or Services to Be Used in Future
        Research and Development Activities* (“EITF
        07-03”). EITF 07-03 provides guidance on whether non-refundable advance payments
        for goods that will be used or services that will be performed in future
        research and development activities should be accounted for as research and
        development costs or deferred and capitalized until the goods have been
        delivered or the related services have been rendered. EITF 07-03 is effective
        for fiscal years beginning after December 15, 2007. We do not expect our
        adoption of this new standard to have a material impact on our financial
        position and results of operations.
  In
        December 2007, the FASB issued SFAS 141R, “ *Business
        Combinations - Revised 2007* ,”
which
        replaces FASB Statement No. 141, “ *Business
        Combinations* .”
SFAS
        141R ** establishes
        principles and requirements intending to improve the relevance, representational
        faithfulness, and comparability of information that a reporting entity provides
        in its financial reports about a business combination and its effects. This
        is
        accomplished through requiring the acquirer to recognize assets acquired
        and
        liabilities assumed arising from contractual contingencies as of the acquisition
        date, measured at their acquisition-date fair values. This includes contractual
        contingencies only if it is more likely than not that they meet the definition
        of an asset of a liability in FASB Concepts Statement No. 6, “ *Elements
        of Financial Statements* - *a
        replacement of FASB Concepts Statement No. 3.* ” ** This
        statement also requires the acquirer to recognized goodwill as of the
        acquisition date, measured as a residual. However, this statement improves
        the
        way in which an acquirer’s obligations to make payments conditioned on the
        outcome of future events are recognized and measured, which in turn improves
        the
        measure of goodwill. This statement also defines a bargain purchases as a
        business combination in which the total acquisition-date fair value of the
        consideration transferred plus any noncontrolling interest in the acquiree,
        and
        it requires the acquirer to recognize that excess in earnings as a gain
        attributable to the acquirer. This therefore improves the representational
        faithfulness and completeness of the information provided about both the
        acquirer’s earnings during the period in which it makes a bargain purchase and
        the measures of the assets acquired in the bargain purchase. The Company
        does
        not expect the adoption of this pronouncement to have a material impact on
        its
        financial statements.
  In
        December 2007, the FASB issued SFAS No. 160, “ *Noncontrolling
        Interests in Consolidated Financial Stateme0147nts - an amendment of ARB
        No.
        51,* ” ** which
        establishes accounting and reporting standards to improve the relevance,
        comparability, and transparency of financial information in its consolidated
        financial statements. This is accomplished by requiring all entities, except
        not-for-profit organizations, that prepare consolidated financial statements
        to
        (a) clearly identify, label, and present ownership interests in subsidiaries
        held by parties other than the parent in the consolidated statement of financial
        position within equity, but separate from the parent’s equity, (b) clearly
        identify and present both the parent’s and the noncontrolling interest’s
        attributable consolidated net income on the face of the consolidated statement
        of income, (c) consistently account for changes in parent’s ownership interest
        while the parent retains it controlling financial interest in subsidiary
        and for
        all transactions that are economically similar to be accounted for similarly,
        (d) measure of any gain, loss or retained noncontrolling equity at fair value
        after a subsidiary is deconsolidated, and (e) provide sufficient disclosures
        that clearly identify and distinguish between the interests of the parent
        and
        the interests of the noncontrolling owners. This Statement also clarifies
        that a
        noncontrolling interest in a subsidiary is an ownership interest in the
        consolidated entity that should be reported as equity in the consolidated
        financial statements. SFAS No. 160 is effective for fiscal years, and interim
        periods on or after December 15, 2008. The management of the Company does
        not
        expect the adoption of this pronouncement to have a material impact on its
        financial statements.
 
 ***Off-Balance
        Sheet Arrangements***
 
 We
        do not
        have any off balance sheet arrangements.
  38
  **ITEM
        7.** **FINANCIAL
        STATEMENTS.**
  See
        the
        index to our financial statements and our financial statements following
        the
        Signature Page at the end of this Annual Report on Form 10-KSB.
 
 **ITEM
          8.** **CHANGES
          IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
          DISCLOSURE** **.**
  On
        August
        2, 2006, our Board of Directors elected to terminate our relationship with
        our
        independent registered public accounting firm, BDO Shanghai Zhonghua, or
        BDO.
        Additionally, concurrent with this decision, our board appointed the independent
        registered public accounting firm of Simon & Edward, LLP, as our new
        auditor, effective August 2, 2006.
  No
        accountant's report issued by BDO on the financial statements for either
        of 2005
        and 2004 contained an adverse opinion or a disclaimer of opinion or was
        qualified or modified as to uncertainty, audit scope or accounting principles,
        except for a going concern opinion expressing substantial doubt about the
        ability of us to continue as a going concern.
  During
        the period that BDO served as our independent
        registered public accounting firm and
        through the date of dismissal, we have not had any disagreements with BDO on
        any
        matter of accounting principles or practices, financial disclosure, or auditing
        scope or procedure. There were no reportable events, as described in Item
        304(a)(1)(iv)(B) of Regulation S-B.
  **ITEM
        8A (T). CONTROLS AND PROCEDURES**
 
 ***Disclosure
        Controls and Procedures***
 
 We
        maintain disclosure controls and procedures (as defined in Rule 13a-15(e)
        under
        the Exchange Act) that are designed to ensure that information that would
        be
        required to be disclosed in Exchange Act reports is recorded, processed,
        summarized and reported within the time period specified in the SEC’s rules and
        forms, and that such information is accumulated and communicated to our
        management, including to our Chief Executive Officer and Chief Financial
        Officer, as appropriate, to allow timely decisions regarding required
        disclosure.
  As
        required by Rule 13a-15 under the Exchange Act, our management, including
        Mr.
        Shudong Xia, our Chief Executive Officer and Mr. Zhihai Mao, our Chief Financial
        Officer, evaluated the effectiveness of the design and operation of our
        disclosure controls and procedures as of December 31, 2007. Based on that
        evaluation, Mr. Xia and Mr. Mao concluded that as of December 31, 2007, and
        as
        of the date that the evaluation of the effectiveness of our disclosure controls
        and procedures was completed, our disclosure controls and procedures were
        effective to satisfy the objectives for which they are intended.
 
 ***Internal
        Controls Over Financial Reporting***
 
 Management’s
        Annual Report on Internal Control over Financial Reporting.
  Section 404
        of the Sarbanes-Oxley Act of 2002 requires that management document and test
        the
        Company’s internal control over financial reporting and include in this Annual
        Report on Form 10-KSB a report on management’s assessment of the
        effectiveness of our internal control over financial reporting.
  Our
        management is responsible for establishing and maintaining adequate internal
        control over financial reporting, as such term is defined in
        Rule 13a-15(f) of the Exchange Act. Under the supervision and with the
        participation of our management, including Mr. Shudong Xia and Mr. Zhihai
        Mao,
        our Chief Executive Officer and Chief Financial Officer, we conducted an
        evaluation of the effectiveness of our internal control over financial reporting
        based upon the framework in Internal Control—Integrated Framework issued by the
        Committee of Sponsoring Organizations of the Treadway Commission (COSO).
        Based
        on that evaluation, our management concluded that our internal control over
        financial reporting is effective, as of December 31, 2007.
  39
  This
        annual report does not include an attestation report of our registered public
        accounting firm regarding internal control over financial reporting.
        Management’s report was not subject to attestation by our registered public
        accounting firm pursuant to temporary rules of the Securities and Exchange
        Commission that permit us to provide only management’s report in this annual
        report.
  Changes
        in Internal Controls over Financial Reporting.
  During
        the fiscal year ended December 31, 2007, there were no changes in our internal
        control over financial reporting identified in connection with the evaluation
        performed during the fiscal year covered by this report that has materially
        affected, or is reasonably likely to materially affect, our internal control
        over financial reporting.
  **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.**
 
 ***Directors
        and Executive Officers***
  The
        following sets forth the name and position of each of our current executive
        officers and directors:
 
 Name
              
              Age
              
              PositionShudong
                  Xia
              
              35
              
              Chief
                  Executive Officer, President, Secretary and DirectorZhibin
                  Lai
              
              34
              
              Vice
                  PresidentZhiping
                  Zhang
              
              38
              
              Vice
                  President of Research and DevelopmentDanxia
                  Huang
              
              35
              
              Vice
                  President of Finance, Treasurer, DirectorZhihai
                  Mao
              
              32
              
              Chief
                  Financial Officer
 
 **SHUDONG
        XIA.** Mr. Xia
        has been our Chief Executive Officer, President, Secretary and Director since
        May 14, 2007. Mr. Xia founded our subsidiary, PKU, in 2000. From 2002, Mr.
        Xia,
        while with PKU, was involved with the “GIS-based digital city-services system
        study and demonstration,” one of the key projects of China 863-Plan. Prior to
        his involvement with PKU, Mr. Xia, from 1998 was involved in several research
        projects at Peking University, specifically: he was a key team member of
        the
“Study on the key technology of information release via the super media
        network,” a key technology study project of the “China 9th 5-year Plan” and was
        instrumental in the compilation of “How to Digitize a City” and “Digital
        City-Theory, Method and Application.” In 2003, Mr. Xia received his PhD in
        Cartology and Geographic Information Systems from the Remote Sensing and
        GIS
        Institute of Peking University and serves on several government advisory
        committees for the development of GIS services for urban planning.
  **ZHIBIN
        LAI** .
        Mr. Lai
        has been our Vice President since May 14, 2007. Mr. Lai is in charge of GIS
        application service for the Transportation sector. From 2000, Mr. Lai was
        Vice
        President of our subsidiary PKU, where he was in charge of the GIS application
        service for the transportation sector. Mr. Lai has extensive experiences
        in
        system planning, analysis and project management and is involved in a variety
        of
        comprehensive software development projects at PKU. From 1988, Mr. Lai was
        head
        of the Software Department of Fangda Century Group (Beijing) where he was
        in
        charge of the GIS Study Center in City and Environment Department at Peking
        University. From 1996, Mr. Lai was head of the China team’s software department
        at GEOBasic, a Japan-based GIS company. Mr. Lai received his PhD at the Remote
        Sensing and GIS Institute at Peking University.
  40
  **ZHIPPING
        ZHANG** .
        Mr.
        Zhang has been our Vice President of Research and Development since May 14,
        2007. Mr. Zhang is in charge of the R&D and GIS application service in Land
& Resources Sector. From 2001, Mr. Zhang was Vice President of our
        subsidiary PKU, where he was in charge of the R&D and GIS application
        service in Land & Resources Sector. From July 1995, Mr. Zhang was a teacher
        of Remote Sensing and Geography Information Institute at Peking University.
        From
        August 1997 Mr. Zhang was the lead expert and head of software department
        in
        Basic Engineering for GeoBasic, a Japanese GIS company. From 1995, Mr. Zhang
        led
        the development of the first Geo-info system software-Citystar, which was
        awarded the “Excellence Product Awards” in the first “Domestic GIS Software
        Assessment.” During his tenure at GeoBasic, Mr. Zhang led the development of the
        first GIS platform software-GeoBasic in Japan, which has won a 20% market
        share
        in the Japanese market. Mr. Zhang has a Masters of Remote Sensing and Geography
        Information Institute from Peking University.
  **DANXIA
        HUANG.** Ms.
        Huang has been our Vice President of Finance and Treasurer since May 14,
        2007
        and became our Director on May 27, 2007. Ms. Huang is in charge of Strategic
        Development, Business Administration Management and Finance. From November
        2006,
        Ms. Huang was Vice President of our subsidiary PKU, where she was in charge
        of
        Strategic Development, Business Administration Management and Finance. From
        April 2005, Ms. Huang was the Vice President of First City Investment Inc.
        of
        Hong Kong. From April 2001, Ms Huang worked at Beijing Business Travel Holiday
        Net-Tech Co., Ltd., an internet company, as Chief Executive Officer. Ms.
        Huang
        has a Master degree in Business Administration in Finance from Murdoch
        University of Australia.
 
 **ZHIHAI
        MAO.** Mr. Mao
        has been our Chief Financial Officer since January 1, 2008. From August 2006
        to
        December 2007, Mr. Mao was a senior auditor of Deloitte & Touche Tohmatsu
        CPA, Ltd.’s Beijing office. Prior to that, Mr. Mao was a senior auditor of
        Deloitte & Touche LLP, USA, from October 2004 through July 2006. From July
        2003 to October 2004, Mr. Mao was a senior tax consultant of Deloittee Tax
        LLP
        USA. Mr. Mao also was previously employed as a budget analyst of University
        of
        North Carolina at Chapel Hill, Program for International Training in Health,
        from December 2002 through May 2003. Mr. Mao is a U.S. Certified Public
        Accountant with extensive experience of corporate financial reporting and
        disclosure. Mr. Mao holds a Mater’s degree in accounting from University of
        North Carolina at Chapel Hill.
  Except
        as
        noted above, there are no other agreements or understandings for any of our
        executive officers or directors to resign at the request of another person
        and
        no officer or director is acting on behalf of nor will any of them act at
        the
        direction of any other person. Our current directors hold no directorships
        in
        any other reporting companies.
 
 Directors
        are elected until their successors are duly elected and qualified.
  ***Family
        Relationships***
 
 There
        are
        no family relationships among our directors or officers.
 
 ***Involvement
        in Certain Legal Proceedings***
 
 To
        the
        best of our knowledge, none of our directors or executive officers has been
        convicted in a criminal proceeding, excluding traffic violations or similar
        misdemeanors, or has been a party to any judicial or administrative proceeding
        during the past five years that resulted in a judgment, decree or final order
        enjoining the person from future violations of, or prohibiting activities
        subject to, federal or state securities laws (except where not subsequently
        dismissed without sanction or settlement), or from engaging in any type of
        business practice, or a finding of any violation of federal or state securities
        laws. To the best of our knowledge, no petition under the federal bankruptcy
        laws or any state insolvency law was filed by or against, or a receiver,
        fiscal
        agent or similar officer was appointed by a court for the business or property
        of any of our directors or officers, or any partnership in which any of our
        directors or officers was a general partner at or within two years before
        the
        time of such filing, or any corporation or business association of which
        any of
        our directors or officers was an executive officer at or within two years
        before
        the time of such filing. Except
        as
        set forth in our discussion below in “Certain Relationships and Related
        Transactions, and Director Independence,” none of our directors, director
        nominees or executive officers has been involved in any transactions with
        us or
        any of our directors, executive officers, affiliates or associates which
        are
        required to be disclosed pursuant to the rules and regulations of the SEC.
  41
  ***Compliance
        with Section 16(a) of the Exchange Act***
 
 Section
        16(a) of the Exchange Act required our executive officers and directors,
        and
        person who beneficially own more than ten percent of our equity securities,
        to
        file reports of ownership and changes in ownership with the Securities and
        Exchange Commission. Officers, directors and greater than ten percent
        shareholders are required by SEC regulation to furnish us with copies of
        all
        Section 16(a) forms they file. Based on our review of the copies of such
        forms
        received by us all such filing requirements applicable to our officers and
        directors were complied with during the fiscal year ended December 31, 2007.
  ***Code
        of Ethics***
 
 On
        April
        30, 2007, our board of directors adopted a code of ethics that applies to
        all of
        our directors, officers and employees, including our principal executive
        officer, principal financial officer, and principal accounting officer. The
        code
        of ethics addresses, among other things, honesty and ethical conduct, conflicts
        of interest, compliance with laws, regulations and policies, including
        disclosure requirements under the federal securities laws, confidentiality,
        trading on inside information, and reporting of violations of the code. A
        copy
        of the code of ethics has been filed as Exhibit 14 to our current report
        on Form
        8-K filed on May 14, 2007. We are in the process of making our code of ethics
        available on our website, which is located at www.techfront.com.cn. Once
        it is
        available on our website, any amendments or waivers to the code of ethics
        will
        be posted on our website within four business days of such amendment or waiver.
        Until such time, however, any amendments or waivers to our code of ethics
        will
        be filed with the SEC in a Current Report on Form 8-K.
 
 ***Nominating
        Committee***
 
 We
        do not
        have a standing nominating committee and our entire board of directors currently
        is responsible for the functions that would otherwise be handled by a nominating
        committee. However, we intend to establish a nominating committee of the
        board
        of directors as soon as practicable. We envision that the nominating committee
        would be primarily responsible for nominating directors and setting policies
        and
        procedures for the nomination of directors. The nominating committee would
        also
        be responsible for overseeing the creation and implementation of our corporate
        governance policies and procedures.
 
 ***Audit
        Committee and Audit Committee Financial Expert***
 
 We
        do not
        have an audit committee or an audit committee financial expert serving on
        the
        audit committee. Our entire board of directors currently is responsible for
        the
        functions that would otherwise be handled by an audit committee. However,
        we
        intend to establish an audit committee of the board of directors as soon
        as
        practicable. We envision that the audit committee will be primarily responsible
        for reviewing the services performed by our independent auditors, evaluating
        our
        accounting policies and our system of internal controls. Upon the establishment
        of an audit committee, the board will determine whether any of the directors
        qualify as an audit committee financial expert.
  42
  **ITEM
        10. EXECUTIVE COMPENSATION** ****
  ***Summary
        Compensation Table - 2006 and 2007***
 
 The
        following table sets forth information concerning all compensation awarded
        to,
        earned by or paid to each person serving as a principal executive officer
        for
        services rendered in all capacities during fiscal years 2006 and 2007. No
        other
        executive officers received compensation in excess of $100,000 in either
        fiscal
        year.
 
 **Annual
                  Compensation****Name And Principal**
                **Position**
              
              **Year**
              
              **Salary**
                **($)**
              
              **Bonus**
                **($)**
              
              **All Other
                  Compensation**
                **($)**
              
              **Total**
                **($)**Stanley
                  Wu,
              
              
              2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -Former
                  CEO and President
              
              
              2007
              
              
              -
              
              
              -
              
              
              -
              
              
              -Shudong
                  Xia
              
              
              2006
              
              
              13,562
              
              
              -
              
              
              1,590
              
              
              15,152President,
                  CEO and Secretary(1)
              
              
              2007
              
              
              14,110
              
              
              -
              
              
              1,750
              
              
              15,860
 _________________
 *
        Calculated on the basis that $1 = RMB 7.7.
  (1)
              Stanley
                  Wu resigned from all offices he held with our company on May 14,
                  2007. Mr.
                  Wu did not receive any compensation for his services because we
                  were not
                  operating at that time.
  (2)
              On
                  May 14, 2007, we acquired Cabowise in a reverse acquisition transaction
                  that was structured as a share exchange and in connection with
                  that
                  transaction, Mr. Xia****became
                  our Chief Executive Officer. Prior to the effective date of the
                  reverse
                  acquisition, Mr. Xia served as the Chairman and CEO of PKU. The
                  annual
                  compensation shown in this table includes the amount Mr. Xia received
                  from
                  PKU prior to the consummation of our reverse acquisition of Cabowise
                  on
                  May 14, 2007 in addition to the compensation Mr. Xia received for
                  his
                  services for the reminder of 2007.
 
 ***Employment
        Agreements***
 
 Our
        subsidiary PKU has employment agreements with the following executive officers:
 
 **Shudong
        Xia,** our
        CEO,
        Secretary and President’s employment agreement became effective as of January 1,
        2006 and expired on December 31, 2007. On the same date, Mr. Xia's employment
        agreement was renewed for a two-year term ending December 31, 2009. Mr. Xia
        is
        receiving RMB 9,000 per month (approximately $1,168) under the agreement.
        We
        expect that this agreement will be automatically renewed by the parties upon
        its
        expiration.
 
 **Zhiping
        Zhang,** our
        Vice
        President of Research and Development’s labor contract became effective as of
        January 1, 2006 and expired on December 31, 2007. On the same date, Mr. Zhang's
        employment agreement was renewed for a two-year term ending December 31,
        2009.
        Mr. Zhang is receiving RMB 9,000 per month (approximately $1,168) under the
        agreement. We expect that this agreement will be automatically renewed by
        the
        parties upon its expiration.
 
 **Zhibin
        Lai,** our
        Vice
        President’s labor contract became effective as of January 1, 2006 and expired on
        December 31, 2007. On the same date, Mr. Lai's employment agreement was renewed
        for a two-year term ending December 31, 2009. Mr. Lai is receiving RMB 10,000
        per month (approximately $1,299) under the agreement. We expect that this
        agreement will be automatically renewed by the parties upon its expiration.
 
 **Danxia
        Huang,** our
        Treasurer and Vice President of Finance’s labor contract became effective
        January 1, 2006 and expired on December 31, 2007. On the same date, Ms. Huang's
        employment agreement was renewed for a two-year term ending December 31,
        2009.
        Ms. Huang is receiving RMB 10,000 per month (approximately $1,299) under
        the
        agreement. We expect that this agreement will be automatically renewed by
        the
        parties upon its expiration.
 
 On
        November 27, 2007, we entered into an employment agreement, which became
        effective on January 1, 2008, with our CFO, Mr. Zhihai Mao. The employment
        agreement provides, among other things, that Mr. Mao’s annual base salary will
        be 750,000 Renminbi (approximately $100,000). In addition, on January 7,
        2008,
        we entered into a stock option agreement with Mr. Mao pursuant to which we
        granted to Mr. Mao a ten-year option to acquire 200,000 shares of our common
        stock at an exercise price of $6.70 per share. The option vests in equal
        installments on a quarterly basis over a three-year period beginning on January
        7, 2008. The option will expire on January 7, 2018.
  43
  ***Director
        Compensation***
 
 Historically,
        we have not compensated our directors for their services as directors and
        we did
        not compensate our directors during 2006 or 2007.
  ***Outstanding
        Equity Awards at Fiscal Year End***
 
 None
        of
        our executive officers received any equity awards, including, options,
        restricted stock or other equity incentives, during the fiscal year ended
        December 31, 2007.
 
 **ITEM
        11.** **SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
        MATTERS.**
 
 The
        following table sets forth information regarding beneficial ownership of
        our
        common stock as of March 13, 2008 (i) by each person who is known by us to
        beneficially own more than 5% of our common stock; (ii) by each of our officers
        and directors; and (iii) by all of our officers and directors as a
        group.
 
 Unless
        otherwise specified, the address of each of the persons set forth below is
        in
        care of China TransInfo Technology Corp., 07 Floor E-Wing Center, No. 113
        Zhichunlu, Haidian District, Beijing, China 100086.
 
 Name & Address of
                  Beneficial Owner
                
                Office, if Any
                
                Title of Class
                
                Amount &Nature ofBeneficial
                  Ownership(1)
                
                Percent ofClass(2)**Officers
                    and Directors**Shudong
                    Xia
                
                
                Chief
                    Executive Officer,President,Secretary
                    and Director
                
                
                Common
                    Stock $0.001 par value
                
                
                9,566,532
                (3)
                
                48.8
                %Zhibin
                    Lai
                
                
                Vice
                    President
                
                
                Common
                    Stock $0.001 par value
                
                
                0
                
                
                *****Zhiping
                    Zhang
                
                
                Vice
                    President of Research and Development
                
                
                Common
                    Stock $0.001 par value
                
                
                0
                
                
                *****Danxia
                    Huang
                
                
                Vice
                    President of Finance,Treasurer,Director
                
                
                Common
                    Stock $0.001 par value
                
                
                0
                
                
                *****Zhihai
                    Mao
                
                
                Chief
                    Financial Officer
                
                
                Common
                    Stock $0.001 par value
                
                
                16,667
                (4)
                
                *All
                    officers and directors as a group (5 persons named above)
                
                
                
                
                
                Common
                    Stock $0.001 par value
                
                
                9,583,199
                (3)
                
                48.8
                %**5%
                    Securities Holder**Leguna
                    Verde Investments, Ltd.P.O.
                    Box 3444Road
                    Town, TortolaBritish
                    Virgin Islands
                
                
                
                
                
                Common
                    Stock $0.001 par value
                
                
                1,274,960
                (5)
                
                6.5
                %Karmen
                    Investment Holdings,LtdP.O.
                    Box 3444Road
                    Town, TortolaBritish
                    Virgin Islands
                
                
                
                
                
                Common
                    Stock $0.001 par value
                
                
                9,566,532
                (3)
                
                48.8
                %The
                    Pinnacle Fund, L.P.4965
                    Preston Park Blvd.Suite
                    240, Plano, Texas 75093
                
                
                
                
                
                Common
                    Stock $0.001 par value
                
                
                1,111,111
                (6)
                
                5.7
                %The
                    Pinnacle China Fund, L.P.4965
                    Preston Park Blvd.Suite
                    240, Plano, Texas 75093
                
                
                
                
                
                Common
                    Stock $0.001 par value
                
                
                2,722,222
                (7)
                
                13.9
                %Barry
                    M. Kittc/o
                    Pinnacle Fund, L.P.4965
                    Preston Park Blvd.Suite
                    240, Plano, Texas 75093
                
                
                
                
                
                Common
                    Stock $0.001 par value
                
                
                3,833,333
                (6)(7)
                
                19.6
                %**Total
                    Shares Owned by Persons Named above:**
                
                
                
                
                
                Common
                    Stock $0.001 par value
                
                
                14,691,492
                
                
                74.9
                %
  44
  *
        Less
        than 1%.
 
 1 Beneficial
        ownership is determined in accordance with the rules of the SEC and includes
        voting or investment power with respect to the ordinary shares.  Shares
        are deemed to be beneficially owned by a person if the person has the right
        to
        acquire the shares (for example, upon exercise of an option)
        within 60 days of the date as of which the information is provided.
 
 2 A
        total
        of 19,601,107 **** shares
        of
        our common stock as of March 13, 2008 are considered to be outstanding pursuant
        to SEC Rule 13d-3(d)(1). For each beneficial owner above, any options
        exercisable within 60 days have been included in the denominator.
 
 3 Includes
        9,566,532  shares
        of
        our common stock owned by Karmen Investment Holdings Ltd., which is wholly-owned
        by East Action Investment Holdings Ltd. of which Shudong Xia is a 68%
        shareholder. Mr. Xia may be deemed to be a beneficial owner of the shares
        held
        by Karmen Investment Holdings Ltd.
 
 4 Includes
        16,667 shares of our common stock issuable under outstanding options exercisable
        during the 60 day period following March 13, 2008.
 
 5 Chuang
        Yang is the owner of Leguna Verde Investments, Ltd. and exercises voting
        and
        investment power over the shares owned by Leguna Verde Investments, Ltd.
        Mr.
        Yang may be deemed to be a beneficial owner of the shares held by Leguna
        Verde
        Investments, Ltd.
 
 6 Mr.
        Barry
        Kitt has dispositive and voting power over the shares and may be deemed to
        be
        the beneficial owner of the shares of common stock beneficially owned by
        The
        Pinnacle Fund, L.P. Mr. Kitt disclaims beneficial ownership of the shares
        to the
        extent of his direct or indirect pecuniary interest.
 
 7 Mr.
        Barry
        Kitt has dispositive and voting power over the shares and may be deemed to
        be
        the beneficial owner of the shares of common stock beneficially owned by
        The
        Pinnacle China Fund, L.P. Mr. Kitt disclaims beneficial ownership of the
        shares
        to the extent of his direct or indirect pecuniary interest.
  ***Changes
        in Control***
  We
        do not
        currently have any arrangements which if consummated may result in a change
        of
        control of our Company. ****
  45
  ***Securities
        Authorized for Issuance under Equity Compensation
        Plans***
  None.
  **ITEM
        12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS** **,
        AND DIRECTOR INDEPENDENCE.**
  ***Transactions
        with Related Persons***
 
 The
        following includes a summary of transactions since the beginning of the 2007
        fiscal year, or any currently proposed transaction, in which we were or are
        to
        be a participant and the amount involved exceeded or exceeds $120,000, and
        in
        which any related person had or will have a direct or indirect material interest
        (other than compensation described under “Executive Compensation”). We believe
        the terms obtained or consideration that we paid or received, as applicable,
        in
        connection with the transactions described below were comparable to terms
        available or the amounts that would be paid or received, as applicable, in
        arm’s-length transactions.
  ·
              On
                  May 14, 2007, we consummated the transactions contemplated by a
                  share
                  exchange agreement among us and the owners of the issued and outstanding
                  capital stock of Cabowise, including Karmen Investment Holdings
                  Ltd. and
                  Leguna Verde Investments Ltd. Pursuant to the share exchange agreement,
                  we
                  acquired 100 percentage of the outstanding capital stock of Cabowise
                  in
                  exchange for 81,311,179 shares of our common stock. As a result
                  of this
                  transaction, Cabowise became our wholly-owned subsidiary and Leguna
                  Verde
                  Investments, Ltd. and Karmen Investment Holdings, Ltd became the
                  beneficial owners of approximately 55.3% of our outstanding capital
                  stock,
                  in the aggregate.
 
 ·
              On
                  August 6, 2005, our indirectly owned operating subsidiary, PKU,
                  entered
                  into the Cooperation Agreement with its then 15% shareholder, Peking
                  University, Earth and Space College, pursuant to which PKU obtained
                  the
                  access to the university’s GeoSIS Research Lab, which houses over thirty
                  PhDs and researchers to support PKU’s research and development
                  initiatives. Under the Cooperation Agreement, we pay for all R&D
                  expenses of the GeoSIS Laboratory. The Cooperation Agreement has
                  a
                  three-year term that is automatically renewed for an additional
                  three year
                  unless either party provides the other with notice of termination
                  three
                  months prior to the end of the
                  term.
  Except
        as
        set forth in our discussion above, none of our directors, director nominees
        or
        executive officers has been involved in any transactions with us or any of
        our
        directors, executive officers, affiliates or associates which are required
        to be
        disclosed pursuant to the rules and regulations of the SEC.
 
 ***Promoters
        and Certain Control Persons***
 
 We
        did
        not have any promoters at any time during the past five fiscal
        years.
 
 ***Director
        Independence***
 
 The
        board
        of directors is currently composed of two members, Mr. Shudong Xia and Ms.
        Danxia Huang. Neither of them is independent
        director, as the term “independent” is defined by the rules of the Nasdaq Stock
        Market.
 
 **ITEM
        13. EXHIBITS.**
 
 The
        following exhibits are filed as part of this report or incorporated by
        reference:
 
 **ExhibitNo.**
              
              **Description**2.1
              
              Share
                  Exchange Agreement, dated May 14, 2007, among the registrant, Cabowise
                  International Ltd., its shareholders, Weicheng International Inc.
                  and
                  Foster Growth Ltd [Incorporated by reference to Exhibit 2.1 to
                  the
                  registrant’s current report on Form 8-K filed on May 14, 2007]
  46
  3.1
              
              Amended
                  and Restated Articles of Incorporation of the registrant as filed
                  with the
                  Secretary of State of Nevada on December 19, 2003 [Incorporated
                  by
                  reference to Exhibit 3.1 to the registrant’s current report on Form 10-KSB
                  filed on March 31, 2005]3.2
              
              Certificate
                  of Amendment to Articles of Incorporation filed with the Secretary
                  of
                  State of the State of Nevada on August 20, 2007. [Incorporated
                  by
                  reference to Exhibit 3.1 to the registrant’s current report on Form 8-K
                  filed on August 23, 2007]
 3.3
              
              Bylaws
                  of the registrant [Incorporated by reference to the registrant’s the
                  registrant’s Registration Statement on Form SB-2 filed on March 30,
                  1999]4.1
              
              Form
                  of Registration Rights Agreement, dated May 14, 2007 [Incorporated
                  by
                  reference to Exhibit 4.1 to the registrant’s current report on Form 8-K
                  filed on May 14, 2007].4.2
              
              Form
                  of Lock-up Agreement, dated May 14, 2007 [Incorporated by reference
                  to
                  Exhibit 4.2 to the registrant’s current report on Form 8-K filed on May
                  14, 2007].4.3
              
              Cancellation
                  Agreement, dated May 14, 2007, among the registrant, Weicheng
                  International Inc. and Forster Growth Ltd. [Incorporated by reference
                  to
                  Exhibit 4.3 to the registrant’s current report on Form 8-K filed on May
                  14, 2007]4.4
              
              Option
                  Agreement, dated April 30, 2007, among Cabowise International Ltd.,
                  and
                  certain grantors. [Incorporated by reference to Exhibit 4.4 to
                  the
                  registrant’s current report on Form 8-K filed on May 14,
                  2007].4.5
              
              Assignment
                  and Assumption Agreement, dated May 14, 2007, between Cabowise
                  International Ltd. and Oriental Intra-Asia Entertainment (China)
                  Limited
                  [Incorporated by reference to Exhibit 4.5 to the registrant’s current
                  report on Form 8-K filed on May 14, 2007].4.6
              
              Common
                  Stock Purchase Warrant issued to Antaeus Capital, Inc., dated May
                  14, 2007
                  [Incorporated by reference to Exhibit 4.6 to the registrant’s current
                  report on Form 8-K filed on May 14, 2007].10.1
              
              Form
                  of Securities Purchase Agreement, dated May 14, 2007 [Incorporated
                  by
                  reference to Exhibit 10.1 to the registrant’s current report on Form 8-K
                  filed on May 14, 2007].10.2
              
              Form
                  of Make Good Escrow Agreement, dated May 14, 2007 [Incorporated
                  by
                  reference to Exhibit 10.2 to the registrant’s current report on Form 8-K
                  filed on May 14, 2007].10.3
              
              Closing
                  Escrow Agreement, dated May 14, 2007 , by and among the registrant,
                  certain selling stockholders, Antaeus Capital, Inc. and Thelen
                  Reid Brown
                  Raysman & Steiner LLP [Incorporated by reference to Exhibit 10.3 to
                  the registrant’s current report on Form 8-K filed on May 14, 2007].10.4
              
              Contract
                  for Data Integration Project of Phase I of Beijing Municipal Management
                  Information System of State Land, Resources and Housing Affairs,
                  dated
                  July 26, 2004, between Education and Information Center of Beijing
                  Municipal Bureau of State Land and Resources, Beijing Institute
                  of
                  Surveying and Mapping and Beijing PKU Chinafront Technology Co.,
                  Ltd.
                  [Incorporated by reference to Exhibit 10.4 to the registrant’s current
                  report on Form 8-K filed on May 14, 2007].10.5
              
              Contract
                  for Phase I of Software Development and System Integration of Production
                  Dispatching and Command Center of China Netcom, dated January 20,
                  2005,
                  between Beijing Zhongzheng Real-estate Development Co., Ltd. and
                  Beijing
                  PKU Chinafront Technology Co., Ltd. [Incorporated by reference
                  to Exhibit
                  10.5 to the registrant’s current report on Form 8-K filed on May 14,
                  2007].
  47
  10.6
              
              Supplementary
                  Contract for Data Integration Project of Phase I of Beijing Municipal
                  Management Information System of State Land, Resources and Housing
                  Affairs, dated December 31, 2005, between Beijing Municipal Bureau
                  of
                  State Land and Resources and Beijing PKU Chinafront Technology
                  Co., Ltd.
                  [Incorporated by reference to Exhibit 10.6 to the registrant’s current
                  report on Form 8-K filed on May 14, 2007].10.7
              
              Contract
                  for the Project of Traffic Statistics Information System (Phase
                  I), dated
                  August 4, 2006, between Scientific Research Institute under the
                  Ministry
                  of Transportation and Communications and Beijing Join-Cheer Software
                  Co.,
                  Ltd. Beijing PKU Chinafront Technology Co., Ltd. [Incorporated
                  by
                  reference to Exhibit 10.7 to the registrant’s current report on Form 8-K
                  filed on May 14, 2007].10.8
              
              Contract
                  for Technical Development and Technical Service of Phase II of
                  Planning
                  Information System for the Planning Academy under the Ministry
                  of
                  Communications, dated June 12, 2006, between Planning & Research
                  Institute of Ministry of Communications and Beijing PKU Chinafront
                  Technology Co., Ltd. [Incorporated by reference to Exhibit 10.8
                  to the
                  registrant’s current report on Form 8-K filed on May 14,
                  2007].10.9
              
              Purchasing
                  Contract, dated December 12, 2006, between ESRI China (Beijing)
                  Limited
                  and Beijing PKU Chinafront Technology Co., Ltd. [Incorporated by
                  reference
                  to Exhibit 10.9 to the registrant’s current report on Form 8-K filed on
                  May 14, 2007].10.10
              
              Purchasing
                  Contract, dated May 19, 2005, between Beijing Federal Software
                  Co., Ltd.
                  and Beijing PKU Chinafront Technology Co., Ltd. [Incorporated by
                  reference
                  to Exhibit 10.10 to the registrant’s current report on Form 8-K filed on
                  May 14, 2007].10.11
              
              Material
                  Purchase Contract of Zhongzheng Building, dated December 28, 2004,
                  between
                  Huapeng (Group) Co., Ltd. and Beijing PKU Chinafront Technology
                  Co., Ltd.
                  [Incorporated by reference to Exhibit 10.11 to the registrant’s current
                  report on Form 8-K filed on May 14, 2007].10.12
              
              Purchase
                  Contract, dated September 7, 2006, between Beijing Qiankunjianye
                  Science
                  and Technology Development Co., Ltd. and Beijing PKU Chinafront
                  Technology
                  Co., Ltd. [Incorporated by reference to Exhibit 10.12 to the registrant’s
                  current report on Form 8-K filed on May 14, 2007].10.13
              
              Sale
                  Contract, dated June 18, 2004, between Landesk (Beijing) Software
                  Co.,
                  Ltd. and Beijing PKU Chinafront Technology Co., Ltd. [Incorporated
                  by
                  reference to Exhibit 10.13 to the registrant’s current report on Form 8-K
                  filed on May 14, 2007].10.14
              
              Standard
                  Contract signed with Executive Officers - Form of Labor Contract
                  between
                  executive officers and Beijing PKU Chinafront Technology Co., Ltd.
                  [Incorporated by reference to Exhibit 10.14 to the registrant’s current
                  report on Form 8-K filed on May 14, 2007].10.15
              
              Lease
                  Contract of E-Wing Center, dated November 25, 2004,. between Zhao
                  Li and
                  Beijing PKU Chinafront Technology Co., Ltd. [Incorporated by reference
                  to
                  Exhibit 10.15 to the registrant’s current report on Form 8-K filed on May
                  14, 2007].10.16
              
              Loan
                  Contract, dated September 15, 2006, between Bank of Beijing Co.,
                  Ltd.
                  Youyi Branch and Beijing PKU Chinafront Technology Co., Ltd. [Incorporated
                  by reference to Exhibit 10.16 to the registrant’s current report on Form
                  8-K filed on May 14, 2007].
 10.17
              
              Service
                  Agreement, dated November 1, 2006, between Beijing Jinzhengdong
                  Human
                  Resources Consultant Co., Ltd. and Beijing PKU Chinafront Technology
                  Co.,
                  Ltd. [Incorporated by reference to Exhibit 10.17 to the registrant’s
                  current report on Form 8-K filed on May 14, 2007].10.18
              
              Cooperation
                  Agreement, dated August 6, 2006, between Beijing PKU Chinafront
                  Technology
                  Co., Ltd. and Earth and Space College, Peking University, [Incorporated
                  by
                  reference to Exhibit 10.18 to the registrant’s current report on Form 8-K
                  filed on May 14, 2007].
  48
  10.19
              
              Bridge
                  Loan Agreement, dated October 18, 2006, between Talent Global
                  International Company and Beijing PKU Chinafront Technology Co.,
                  Ltd.[Incorporated by reference to Exhibit 10.19 to the registrant’s
                  current report on Form 8-K filed on May 14, 2007].10.20
              
              Standard
                  Contracts with Employees - Labor Contract between employees and
                  Beijing
                  Jinzhengdong Human Resources Consultant Co., Ltd. [Incorporated
                  by
                  reference to Exhibit 10.20 to the registrant’s current report on Form 8-K
                  filed on May 14, 2007].10.21
              
              Labor
                  Contract between Shudong Xia and Beijing PKU Chinafront Technology
                  Co.,
                  Ltd. [Incorporated by reference to Exhibit 10.21 to the registrant’s
                  current report on Form 8-K filed on May 14, 2007].10.22
              
              Labor
                  Contract between Danxia Huang and Beijing PKU Chinafront Technology
                  Co.,
                  Ltd. [Incorporated by reference to Exhibit 10.22 to the registrant’s
                  current report on Form 8-K filed on May 14, 2007].10.23
              
              Labor
                  Contract between Zhibin Lai and Beijing PKU Chinafront Technology
                  Co.,
                  Ltd. [Incorporated by reference to Exhibit 10.23 to the registrant’s
                  current report on Form 8-K filed on May 14, 2007].10.24
              
              Labor
                  Contract between Zhiping Zhang and Beijing PKU Chinafront Technology
                  Co.,
                  Ltd. [Incorporated by reference to Exhibit 10.24 to the registrant’s
                  current report on Form 8-K filed on May 14, 2007].10.25
              
              Equity
                  Transfer Agreement, dated May 14, 2007, between Shudong Xia, Zhiping
                  Zhang, Zhibin Lai, Chuang Yang and Oriental Intra-Asia Entertainment
                  (China) Limited. [Incorporated by reference to Exhibit 10.25 to
                  the
                  registrant’s current report on Form 8-K filed on May 14,
                  2007].10.26
              
              Real
                  Property Purchase Agreement, dated June 2, 2007, between Li Zhao
                  and
                  Beijing PKU Chinafront Technology Co., Ltd. [Incorporated by reference
                  to
                  Exhibit 10.1 to the registrant’s quarterly report on Form 10-QSB filed on
                  August 16, 2007].10.27
              
              Entrust
                  Agreement, dated July 6, 2007, among Oriental Intra-Asia Entertainment
                  (China) Limited, Beijing Tiandi Zuobiao Technology Co., Ltd. and
                  Beijing
                  PKU Chinafront Technology Co., Ltd. [Incorporated by reference
                  to Exhibit
                  10.27 to the registrant’s Registration Statement on Form SB-2 on May 14,
                  2007.]
 10.28
              
              Employment
                  Agreement by and between China Trans Info Technology Corp. and
                  Zhihai Mao,
                  dated November 27, 2007. [Incorporated by reference to Exhibit
                  10.1 to the
                  registrant’s current report on Form 8-K filed on December 3,
                  2007].
 10.29
              
              Stock
                  Option Agreement by and between China TransInfo Technology Corp.
                  and
                  Zhihai Mao dated January 7, 2008. [Incorporated by reference to
                  Exhibit
                  10.1 to the registrant’s current report on Form 8-K filed on January 11,
                  2008].
 14
              
              Business
                  Ethics Policy and Code of Conduct [Incorporated by reference to
                  Exhibit 14
                  to the registrant’s current report on Form 8-K filed on May 14, 2007].21
              
              Subsidiary
                  of the registrant*31.1
              
              Certification
                  of Principal Executive Officer filed pursuant to Section 302 of
                  the
                  Sarbanes-Oxley Act of 2002*
  49
  31.2
              
              Certification
                  of Principal Financial Officer filed pursuant to Section 302 of
                  the
                  Sarbanes-Oxley Act of 2002*32.1
              
              Certifications
                  of Principal Executive Officer furnished pursuant to 18 U.S.C.
                  Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of
                  2002*32.2
              
              Certifications
                  of Principal Financial Officer furnished pursuant to 18 U.S.C.
                  Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of
                  2002*
  **ITEM
        14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**
 
 ***Audit
        Fees***
 
 The
        aggregate fees billed for each of the fiscal years ended December 31, 2007
        and
        2006 for professional services rendered by the principal accountant for the
        audit of our annual financial statements and review of the financial statements
        included in our Form 10-QSB or services that are normally provided by the
        accountant in connection with statutory and regulatory filings or engagements
        for the fiscal years ended December 31, 2007 and 2006 were $85,000 **** and
        $61,782, respectively.
 
 ***Audit-Related
        Fees***
 
 The
        aggregate fees billed in each of the fiscal years ended December 31, 2007
        and
        2006 for assurance and related services by the principal accountant that
        are
        reasonably related to the performance of the audit or review of the registrant’s
        financial statements and are not reported under the paragraph captioned “Audit
        Fees” above are $16,928 **** and
        $10,754, respectively. The fees were all out-of-pocket expenses associated
        with
        performing audit and review services.
 
 ***Tax
        Fees***
 
 The
        aggregate fees billed in each of the fiscal years ended December 31, 2007
        and
        2006 for professional services rendered by the principal accountant for tax
        compliance, tax advice, and tax planning were $5,734 and $2,055, respectively.
 
 ***All
        Other Fees***
 
 The
        aggregate fees billed in each of the fiscal years ended December 31, 2007
        and
        2006 for products and services provided by the principal accountant, other
        than
        the services reported above under other captions of this Item 14 are
        $0 **** and
        $0,
        respectively.
 
 ***Pre-Approval
        Policies and Procedures***
 
 Under
        the
        Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by
        our
        auditors must be approved in advance by our Board to assure that such services
        do not impair the auditors’ independence from us. In accordance with its
        policies and procedures, our Board pre-approved the audit and non-audit service
        performed by our auditor for our consolidated financial statements as of
        and for
        the year ended December 31, 2007.


50
  **SIGNATURES**
  In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
  **China
                  TransInfo Technology Corp.**Dated:
                  March 18**,**2008
              By:
              /s/
                  Shudong XiaShudong
                  Xia, CEO and President
  In
        accordance with the Exchange Act, this report has been signed below by the
        following persons on behalf of the registrant and in the capacities and on
        the
        dates indicated.
  Each
        person whose signature appears below hereby authorizes Shudong Xia as
        attorneys-in-fact to sign on his or her behalf, individually, and in each
        capacity stated below, and to file all amendments and/or supplements to this
        annual report on Form 10-KSB.
  Signature
              
              **Title**/s/
                  Shudong Xia
              
              Chief
                  Executive Officer and Chairman (Principal ExecutiveShudong
                    Xia
              
              Officer)/s/
                  Zhiping Zhang
              
              Vice
                  President of Research and DevelopmentZhiping
                    Zhang/s/
                  Zhibin Lai
              
              Vice
                  PresidentZhibin
                    Lai/s/
                  Danxia Huang
              
              Vice
                  President of Finance, DirectorDanxia
                    Huang/s/
                  Zhihai Mao
              
              Chief
                  Financial Officer (Principal Financial and AccountingZhihai
                  Mao
              
              Officer)
 
 51
  **CHINA
        TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**
 **CONSOLIDATED
        FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED**
 **DECEMBER
        31, 2007 AND 2006**







**CHINA
      TRANSINFO TECHNOLOGY CORP.**





**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**




PAGEREPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            
            
            F-2CONSOLIDATED
                BALANCE SHEET
            
            
            F-3-F-4CONSOLIDATED
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
            
            
            F-5CONSOLIDATED
                STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
            
            
            F-6CONSOLIDATED
                STATEMENTS OF CASH FLOWS
            
            
            F-7NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS
            
            
            F-8




F-1




REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors


China
      TransInfo Technology Corp.





Gentlemen:





We
      have
      audited the accompanying consolidated balance sheet of China TransInfo
      Technology Corp. and subsidiaries (the “Company”) as of December 31, 2007 and
      2006, and the related consolidated statements of operations, stockholders’
equity, and cash flows for the years ended December 31, 2007 and December 31,
      2006. These financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audit.





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





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of China TransInfo
      Technology Corp. and subsidiaries as of December 31, 2007 and 2006, and the
      consolidated results of its operations and its cash flows for the years ended
      December 31, 2007 and December 31, 2006 in conformity with accounting principles
      generally accepted in the United States of America.





Simon
      & Edward, LLP





City
      of
      Industry, California


February
      10, 2008





F-2


**CHINA
      TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**


**(FORMERLY
      INTRA-ASIA ENTERTAINMENT CORPORATION)**


**CONSOLIDATED
      BALANCE SHEET**





**December
                31,****2007**
            
            **2006****ASSETS**Current
                Assets:Cash
                and cash equivalents
            
            $
            6,842,238
            
            $
            1,321,164Restricted
                cash
            
            
            243,852
            
            
            128,200Accounts
                receivable
            
            
            4,246,805
            
            
            2,756,541Cost
                      and estimated earnings in excess of billings on uncompleted
                      contracts
            
            
            2,659,969
            
            
            624,589Prepayments
            
            
            2,328,289
            
            
            1,116,580Other
                receivable
            
            
            812,268
            
            
            125,556Deferred
                tax assets
            
            
            250,668
            
            
            461,982Other
                current assets
            
            
            226,061
            
            
            85,019Total
                current assets
            
            
            17,610,150
            
            
            6,619,631Prepayment
                on investment
            
            
            260,490
            
            
            243,580Property
                and equipment, net
            
            
            3,574,722
            
            
            238,545Deferred
                tax assets
            
            
            -
            
            
            211,145Deposits
            
            
            -
            
            
            11,701Loans
                to others
            
            
            -
            
            
            269,989Total
                assets
            
            $
            21,445,362
            
            $
            7,594,591





The
      accompanying notes are an integral part of the financial
      statements.




F-3


**CHINA
      TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**


**(FORMERLY
      INTRA-ASIA ENTERTAINMENT CORPORATION)**


**CONSOLIDATED
      BALANCE SHEET**





**December
                31,****2007**
            
            **2006****LIABILITIES
                AND SHAREHOLDERS' EQUITY**Current
                Liabilities:Accounts
                payable
            
            $
            446,143
            
            $
            162,503Notes
                payable
            
            
            -
            
            
            641,000Billings
                in excess of costs and estimated earnings on uncompleted
                contracts
            
            
            258,265
            
            
            335,286Accrued
                expenses
            
            
            389,432
            
            
            357,598Total
                current liabilities
            
            
            1,093,840
            
            
            1,496,387Minority
                Interest
            
            
            655,876
            
            
            4,768Stockholders'
                equity :Preferred
                stock, par value $0.001 per share, 10,000,000 shares authorized and
                0
                shares issued and outstanding
            
            
            -
            
            
            -Common
                stock, par value $0.001 per share, 150,000,000 shares authorized
                ,
                19,601,107 shares issued and outstanding
            
            
            19,601
            
            
            -Additional
                paid-in capital
            
            
            10,905,114
            
            
            2,416,000Retained
                earnings
            
            
            7,883,747
            
            
            3,462,666Accumulated
                other comprehensive gain - translation adjustments
            
            
            887,184
            
            
            214,770Total
                stockholders' equity
            
            
            19,695,646
            
            
            6,093,436Total
                liabilities and stockholders' equity
            
            $
            21,445,362
            
            $
            7,594,591





The
      accompanying notes are an integral part of the financial
      statements.




F-4




**CHINA
      TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**


**(FORMERLY
      INTRA-ASIA ENTERTAINMENT CORPORATION)**


**CONSOLIDATED
      STATEMENTS OF**


**OPERATIONS
      AND COMPREHENSIVE INCOME**





**2007**
            
            **2006**Revenues
            
            $
            11,864,629
            
            $
            7,177,023Cost
                of revenues
            
            
            5,612,372
            
            
            3,220,259Gross
                profit
            
            
            6,252,257
            
            
            3,956,764Expenses:Selling,
                general, and administrative expenses
            
            
            1,401,169
            
            
            846,711Income
                from operations
            
            
            4,851,088
            
            
            3,110,053Other
                income (expense):Interest
                income
            
            
            60,289
            
            
            1,728Interest
                expense
            
            
            (13,968
            )
            
            (35,278
            )Subsidy
                income
            
            
            146,058
            
            
            53,431Decrease
                in fair value of warrant liability
            
            
            64,359
            
            
            -Minority
                interest
            
            
            (396,585
            )
            
            (4,670
            )Other
                income - net
            
            
            160,446
            
            
            (18,655
            )Total
                other income (expense)
            
            
            20,599
            
            
            (3,444
            )Net
                income before income taxes
            
            
            4,871,687
            
            
            3,106,609Income
                tax expense
            
            
            450,606
            
            
            119,719Net
                income
            
            $
            4,421,081
            
            $
            2,986,890Weighted average shares of outstanding - basic
            
            
            15,520,661
            
            
            8,597,140Weighted average shares of outstanding - diluted
            
            
            15,698,439
            
            
            8,597,140Income per share -basic
            
            $
            0.28
            
            $
            0.35diluted
            
            $
            0.28
            
            $
            0.35Comprehensive incomeNet income
            
            $
            4,421,081
            
            $
            2,986,890Translation adjustments
            
            
            672,414
            
            
            162,286Comprehensive income
            
            $
            5,093,495
            
            $
            3,149,176





The
      accompanying notes are an integral part of the financial
      statements.




F-5


**CHINA
      TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**


**(FORMERLY
      INTRA-ASIA ENTERTAINMENT CORPORATION)**


**CONSOLIDATED
      STATEMENTS OF CHANGES**


**IN
      STOCKHOLDERS’ EQUITY**





AccumulatedAdditional
            
            
            
            Other
            
            TotalCommon
                Stock
            
            Paid-In
            
            Retained
            
            Comprehensive
            
            Stockholders'Shares
            
            Amount
            
            Capital
            
            Earnings
            
            Gain
            
            EquityBalance,
                January 1, 2006
            
            
            -
            
            $
            -
            
            $
            2,416,000
            
            $
            475,776
            
            $
            52,484
            
            $
            2,944,260Translation
                adjustments
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            162,286
            
            
            162,286Net
                income for the year
            
            
            
            
            
            
            
            
            
            
            
            2,986,890
            
            
            
            
            
            2,986,890Balance,
                January 1, 2007
            
            
            -
            
            
            -
            
            
            2,416,000
            
            
            3,462,666
            
            
            214,770
            
            
            6,093,436Conversion
                of convertible notes
            
            
            12,769
            
            
            13
            
            
            26,802
            
            
            
            
            
            
            
            
            26,815Issuance
                of common shares for warrant converted cashlessly
            
            
            239,023
            
            
            239
            
            
            (239
            )
            
            
            
            
            
            
            
            -Issuance
                of common shares to former directors
            
            
            40,000
            
            
            40
            
            
            (40
            )
            
            
            
            
            
            
            
            -Cancelled
                2,043,783 shares of common stock
            
            
            (2,043,784
            )
            
            (2,044
            )
            
            2,044
            
            
            
            
            
            
            
            
            -Recapitalization
                on reverse acquisition
            
            
            19,561,432
            
            
            19,561
            
            
            6,295,707
            
            
            
            
            
            
            
            
            6,315,268Issuance
                of common shares
            
            
            1,777,778
            
            
            1,778
            
            
            3,198,222
            
            
            
            
            
            
            
            
            3,200,000Issuance
                of common shares for services in connection with reverse
                merger
            
            
            13,889
            
            
            14
            
            
            (14
            )
            
            
            
            
            
            
            
            -Issuance
                of warrant for services in connection with reverse merger
            
            
            
            
            
            
            
            
            (1,104,166
            )
            
            
            
            
            
            
            
            (1,104,166
            )Paid
                Transaction Cost debit to APIC
            
            
            
            
            
            
            
            
            (1,492,361
            )
            
            
            
            
            
            
            
            (1,492,361
            )Effect
                of subsidiary equity transactions
            
            
            
            
            
            
            
            
            323,247
            
            
            
            
            
            
            
            
            323,247Warrants
                issued for services valued at $5.0 per share
            
            
            
            
            
            
            
            
            200,105
            
            
            
            
            
            
            
            
            200,105Reclassification
                of warrant liability
            
            
            
            
            
            
            
            
            1,039,807
            
            
            
            
            
            
            
            
            1,039,807Net
                income for the year
            
            
            
            
            
            
            
            
            
            
            
            4,421,081
            
            
            
            
            
            4,421,081Translation
                adjustments
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            672,414
            
            
            672,414Balance,
                December 31, 2007
            
            
            19,601,107
            
            $
            19,601
            
            $
            10,905,114
            
            $
            7,883,747
            
            $
            887,184
            
            $
            19,695,646




The
      accompanying notes are an integral part of the financial
      statements.




F-6


**CHINA
        TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**
 **(FORMERLY
        INTRA-ASIA ENTERTAINMENT CORPORATION)**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 
 **2007**
              
              **2006**Cash
                  flows from operating activities:Net
                  income
              
              $
              4,421,081
              
              $
              2,986,890Adjustments
                  to reconcile net income to net
                  cash provided by (used in) operating activities:Depreciation
                  and amortization expenses
              
              
              41,915
              
              
              33,055Minority
                  interest
              
              
              396,585
              
              
              4,670Warrants
                  issued for service
              
              
              200,105Change
                  in fair value of warrant liability
              
              
              (64,359
              )
              
              -Changes
                  in operating assets:Deferred
                  income tax expense (benefit)
              
              
              450,606
              
              
              119,719(Increase)
                  Decrease in restricted cash
              
              
              (102,524
              )
              
              (125,570
              )Increase
                  in accounts receivable
              
              
              (1,247,452
              )
              
              (987,761
              )Increase
                  in prepayment
              
              
              (1,089,273
              )
              
              (658,985
              )Increase
                  in other receivable
              
              
              (577,078
              )
              
              10,974Increase
                      in cost and estimated earnings in excess of billings on uncompleted
                      contracts
              
              
              (1,913,123
              )
              
              (151,233
              )Increase
                  in other current assets
              
              
              (129,788
              )
              
              (17,454
              )Increase
                  (Decrease) in accounts payable
              
              
              261,572
              
              
              (79,746
              )Increase
                      (Decrease) in billings in excess of costs and estimated earnings
                      on
                      uncompleted contracts
              
              
              (96,324
              )
              
              (31,507
              )Decrease
                  in accrued expenses
              
              
              (466,400
              )
              
              98,900Net
                  cash provided by (used in) operating activities
              
              
              85,543
              
              
              1,201,952Cash
                  flows from investing activities:Cash
                  acquired from reverse acquisition
              
              
              9,199,660
              
              
              -(Increase)
                  Decrease in loan to others
              
              
              277,297
              
              
              9,292Payment
                  of cash to the shareholders of the accounting acquirer
              
              
              (2,000,000
              )
              
              -(Increase)
                  Decreae in other assets - deposits
              
              
              12,018
              
              
              (2,472
              )Purchases
                  of property and equipment
              
              
              (3,236,664
              )
              
              (191,868
              )Net
                  cash provided by (used in) investing activities
              
              
              4,252,311
              
              
              (185,048
              )Cash
                  flows from financing activities:Proceeds
                  from (payments of) short-term borrowings
              
              
              (658,350
              )
              
              125,570Merger
                  costs to be charged directly to equity
              
              
              (1,492,361
              )
              
              -Proceeds
                  from issuing shares
              
              
              3,200,000
              
              
              -Net
                  cash provided by financing activities
              
              
              1,049,289
              
              
              125,570Effect
                  of foreign currency exchange translation
              
              
              133,931
              
              
              28,999Net
                  increase (decrease) in cash
              
              
              5,521,074
              
              
              1,171,473Cash
                  - beginning
              
              
              1,321,164
              
              
              149,691Cash
                  - ending
              
              $
              6,842,238
              
              $
              1,321,164Supplemental
                  disclosures:Interest
                  paid
              
              $
              13,986
              
              $
              35,278Income
                  taxes paid
              
              $
              -
              
              $
              -
 
 The
        accompanying notes are an integral part of the financial
        statements.
 
 F-7
 
  **CHINA
            TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**
 **(FORMERLY
            INTRA-ASIA ENTERTAINMENT CORPORATION)**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2007**
 
 **1.**
              **GENERAL
                  AND SUMMARY OF SIGNIFICANT ACCOUNTING
                  POLICIES**
 
 ***Organization
        and Description of Business*** —China
        TransInfo Technology Corp. (the “Company”) was originally incorporated in Nevada
        on August 3, 1998, under the name R & R Ranching, Inc. to breed bison. In
        about March 2003, R & R Ranching Inc. sold its bison to Blue Sky Bison
        Ranch, Ltd.
  The
        Company has experienced several corporate name changes: GloTech Industries,
        Inc.
        in March 2003, Intra-Asia Entertainment Corporation in December 2003, China
        TransInfo Technology Corp. in August 2007.
 
 On
        May
        14, 2007, the Company entered into a share exchange agreement with Cabowise
        International Ltd. (“Cabowise”), a British Virgin Islands company, the
        stockholders of Cabowise, Weicheng International Inc. and Foster Growth Ltd.
        Pursuant to the share exchange agreement, the Company, among other things,
        agreed to issue to the stockholders of Cabowise an aggregate of 10,841,491
        shares of its common stock in exchange for all of the issued and outstanding
        capital stock of Cabowise. In addition, Cabowise agreed to assign its option
        to
        purchase a majority equity interest in Beijing PKU Chinafront High Technology
        Co., Ltd (“PKU”) to the Company’s indirect Chinese subsidiary Oriental
        Intra-Asia Entertainment (China) Limited (“Oriental Intra-Asia”).
  Cabowise
        does not have any subsidiaries nor is it engaged in any business. Cabowise’s
        sole asset was its option to purchase an eighty-five percent (85%) interest
        in
        PKU (the “PKU Option”). Pursuant to the share exchange agreement, Cabowise
        agreed to assign the PKU Option to Oriental Intra-Asia. On May 14, 2007,
        Cabowise, the Company and Oriental Intra-Asia entered into an assignment
        and
        assumption agreement whereby Cabowise assigned the PKU Option to Oriental
        Intra-Asia. On May 14, 2007, Oriental Intra-Asia exercised the PKU Option,
        and
        Oriental Intra-Asia became the owner of an eighty-five percent (85%) equity
        interest in PKU.
 
 We
        had an
        obligation to increase the ownership interest in PKU held by our subsidiary,
        Oriental Intra-Asia, from 85% to 95% pursuant to a securities purchase agreement
        that we entered into with certain investors in the private placement transaction
        that was consummated on May 14, 2007. On July 6, 2007, to satisfy this
        contractual obligation, we authorized Beijing Tiandi Zuobiao Technology Co.,
        Ltd., or Beijing Tiandi, to act as our administrative agent and nominee to
        effectuate the required registered capital increase on our behalf and to
        make
        necessary governmental filings for and obtain permits and licenses in connection
        with the increased capital contribution. Our subsidiary, Oriental Intra-Asia,
        entered into an entrust agreement, or the Entrust Agreement, with Beijing
        Tiandi
        and PKU to govern the agent/nominee relationship. Oriental Intra-Asia
        contributed RMB 40 million to the capital of PKU by making a RMB 40 million
        payment to Beijing Tiandi, as nominee under the Entrust Agreement, who in
        turn
        immediately contributed such capital to PKU. This payment (i) increased the
        contribution to PKU’s registered capital made by or on the behalf of Oriental
        Intra-Asia from RMB 17 million (approximately $2.3 million) to RMB 57 million
        (approximately $7.6 million), (ii) satisfied Oriental Intra-Asia’s contractual
        obligation to increase its beneficial ownership in PKU to 95% and (iii) resulted
        in Beijing Tiandi holding of record approximately 67% of the ownership interests
        of PKU.
  F-8
 
 **CHINA
            TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**
 **(FORMERLY
            INTRA-ASIA ENTERTAINMENT CORPORATION)**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2007**
 **1.**
              **GENERAL
                  AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                  (Continued)**
 
 Under
        the
        Entrust Agreement, Beijing Tiandi, as the trustee of Oriental Intra-Asia,
        holds
        the equity interests representing the increased registered capital contribution
        by Oriental Intra-Asia in its name for Oriental Intra-Asia’s benefit. Beijing
        Tiandi is obligated under the Entrust Agreement to follow the instructions
        of
        Oriental Intra-Asia and is prohibited from assigning or otherwise transferring
        its nominee interest in PKU without Oriental Intra-Asia’s written consent.
        Beijing Tiandi must also give notice to Oriental Intra-Asia of any stockholder
        vote of PKU and obtain voting instructions from Oriental Intra-Asia that
        govern
        the manner in which Beijing Tiandi must vote its nominee interest in PKU.
        As a
        result of the Entrust Agreement and related capital contribution, PKU’s
        registered capital was increased to RMB 60 million (approximately $8 million)
        and Oriental Intra-Asia became a beneficial owner of 95% equity interests
        in
        PKU. On August 20, 2007, Beijing Tiandi obtained the approval of the Beijing
        Administration of Industry and Commerce for PKU’s increase of registered capital
        and a new business license was issued to PKU.
 
 The
        required approvals having been obtained and the capital contribution completed
        by Beijing Tiandi on Oriental Intra-Asia’s behalf, on November 8, 2007, Oriental
        Intra-Asia exercised its rights under the Entrust Agreement to cause Beijing
        Tiandi to transfer Beijing Tiandi’s 67% record ownership interests in PKU to
        Oriental Intra-Asia and both
        parties, together with PKU, verbally agreed to such transfer. Following such
        transfer, Oriental Intra-Asia will hold such interests directly instead of
        through Beijing Tiandi, as a nominee. Beijing Administration of Industry
        and
        Commerce has approved PKU’s transfer and granted a new business license to PKU
        on November 9, 2007.
 
 PKU
        is in
        the business of providing Geography Information System (GIS) application
        services to the Chinese governments in the sectors of Transportation, Land
        and
        Resources, and Digital City. PKU offers GIS application services that cover
        GIS
        system planning, deployment, system construction, data testing, system audit
        and
        optimization, user’s manual and customer training, through self-developed GIS
        platform software products applicable for two-dimension and three-dimension
        system models. PKU was incorporated in Beijing, China on October 30,
        2000.
  The
        exchange of shares has been accounted for as a reverse acquisition under
        the
        purchase method of accounting since the shareholders of the PKU obtained
        control
        of the consolidated entity. Accordingly, the merger of the two companies
        has
        been recorded as a recapitalization of PKU, with PKU being treated as the
        continuing entity. The historical financial statements presented are those
        of
        PKU. The continuing company has retained December 31 as its fiscal year end.
  During
        August 2007, the Company completed a 1-for-7.5 reverse split of all issued
        and
        outstanding shares of common stock. The capital stock accounts and all share
        data in this report give effect to the reverse split, applied retroactively,
        for
        all periods presented.
  In
        August
        2007, the Company acquired Qi Li’s 0.84% stock ownership in Beijing Tian Hao
        Ding Xin Science and Technology Co, Ltd., or Beijing Tian Hao. Consequently,
        Beijing Tian Hao became 100% owned by the Company .
  F-9
 
 **CHINA
            TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**
 **(FORMERLY
            INTRA-ASIA ENTERTAINMENT CORPORATION)**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2007**
 **1.**
              **GENERAL
                  AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                  (Continued)**
 
 ***Principles
        of Consolidation*** —The
        consolidated financial statements include the accounts of the Company, it's
        wholly owned subsidiaries Intra-Asia Entertainment (Asia Pacific) Limited,
        Intra-Asia Entertainment (China) Limited and Cabowise International Ltd.,
        its
        indirectly wholly owned subsidiary Oriental Intra-Asia Entertainment (China)
        Limited, Beijing PKU Chinafront High Technology Co., Ltd. (“PKU”), Beijing Tian
        Hao Ding Xing Technology Co., Ltd.(“Beijing Tian Hao”) and Beijing Zhangcheng
        Science and Technology Co., Ltd. (“Beijing Zhangcheng”). All material
        intercompany accounts, transactions and profits have been eliminated in
        consolidation.
  ***Use
        of Estimates*** —The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting period. Significant estimates include accrued warranty
        costs, as well as revenue and costs recorded under the percentage-of-completion
        method. Actual results could differ from those estimates.
  ***Cash
        Equivalents*** —The
        Company classifies all highly liquid investments purchased with a maturity
        of
        three months or less as cash equivalents.
  ***Accounts
        Receivable*** —Accounts
        receivable are carried at original invoice amount less an estimate for doubtful
        receivables based on a review of all outstanding amounts at year end. Management
        determines the allowance for doubtful accounts by using historical experience
        applied to an aging of accounts. Trade receivables are written off when deemed
        uncollectible. Recoveries of trade receivables previously written off are
        recorded when received.
  ***Property
        and Equipment*** —Property
        and equipment are recorded at cost, less accumulated depreciation. Depreciation
        is provided for using straight-line methods over the estimated useful lives
        of
        the respective assets, usually five years.
  ***Revenue
        Recognition*** —Substantially
        all of the Company’s revenues are on contracts recognized using the
        percentage-of-completion method, measured by the ratio of costs incurred
        to date
        to estimated total costs for each contract. Contract costs include all direct
        material and labor costs and those indirect costs related to contract
        performance, such as supplies and travels. General and administrative costs
        are
        charged to expense as incurred. Losses on contracts are recorded in full
        as they
        are identified.
  ***Share-Based
        Payments*** —The
        Company adopted Statement of Financial Accounting Standards No 123(R),
“Share-Based Payments” (“SFAS No. 123R”) effective January 1, 2006. SFAS No.
        123R amends existing accounting pronouncements for share-based payment
        transactions in which an enterprise receives employee and certain non-employee
        services in exchange for (a) equity instruments of the enterprise or (b)
        liabilities that are based on the fair value of the enterprise’s equity
        instruments or that may be settled by the issuance of such equity instruments.
        SFAS No.123R generally requires such transactions be accounted for using
        a
        fair-value-based method. The Company has never issued any stock options to
        any
        employees.
  ***Income
        Taxes*** —Deferred
        income tax assets and liabilities are recognized for the estimated future
        tax
        consequences attributable to differences between the financial statement
        carrying amounts of existing assets and liabilities and their respective
        income
        tax bases. Deferred income tax assets and liabilities are measured using
        enacted
        tax rates in effect for the year in which those temporary differences are
        expected to be recovered or settled. A valuation allowance is established
        against deferred tax assets if it is more likely than not that all, or some
        portion, of such assets will not be realized.
  F-10
 
  **CHINA
            TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**
 **(FORMERLY
            INTRA-ASIA ENTERTAINMENT CORPORATION)**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2007**
  **1.**
              **GENERAL
                  AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                  (Continued)**
 
 Effective
        January 1, 2007, we adopted Financial Accounting Standard Board (FASB)
        Interpretation No. 48 (FIN 48), *Accounting
        for Uncertainty in Income Taxes—an interpretation of FASB Statement
        No. 109* , *Accounting
        for Income Taxes* .
        FIN 48 prescribes a comprehensive model for how companies should recognize,
        measure, present, and disclose in their financial statements uncertain tax
        positions taken or expected to be taken on a tax return. Under FIN 48, tax
        positions are initially recognized in the financial statements when it is
        more
        likely than not the position will be sustained upon examination by the tax
        authorities. Such tax positions are initially and subsequently measured as
        the
        largest amount of tax benefit that is greater than 50% likely of being realized
        upon ultimate settlement with the tax authority assuming full knowledge of
        the
        position and all relevant facts.
  ***Impairment
        of Long-Lived Assets*** —The
        Company adopts SFAS No. 144 "Accounting for the Impairment or Disposal of
        Long-Lived Assets". The Company periodically evaluates long-lived assets
        for
        impairment whenever events or changes in circumstances indicate that the
        carrying value of an asset may not be recoverable. If the estimated future
        cash
        flows (undiscounted and without interest charges) from the use of an asset
        were
        less than the carrying value, a write-down would be recorded to reduce the
        related asset to its estimated fair value.
  The
        assumptions used by management in determining the future cash flows are
        critical. In the event these expected cash flows are not realized, future
        impairment losses may be recorded. Management has determined that no impairments
        of long-lived assets currently exist.
  ***Issuance
        of Shares by Subsidiaries—*** Sales
        of
        stock by a subsidiary is accounted for in accordance with Staff Accounting
        Bulletin Topic 5H, “Accounting for Sales of Stock by a Subsidiary.” The Company
        has adopted the capital transaction method to account for subsidiary stock
        sales. Accordingly, increases and decreases in the Company’s share of its
        subsidiary’s net equity resulting from subsidiary stock transactions are
        recorded on the Consolidated Balance Sheets and Consolidated Statements of
        Stockholders’ Equity as increases or decreases to Additional paid-in
        capital.
  ***Concentrations
        of Credit Risk*** —Financial
        instruments that subject the Company to credit risk consist primarily of
        accounts receivable, which are concentrated in a small number of customers
        in
        the Chinese governments. The Company performs ongoing credit evaluations
        of its
        customers. To date, there has been no bad debt incurred.
  ***Statement
        of Cash Flows*** —In
        accordance with SFAS No. 95, "Statement of Cash Flows", cash flows from the
        Company's operations are based upon the local currencies. As a result, amounts
        related to assets and liabilities reported on the statement of cash flows
        will
        not necessarily agree with changes in the corresponding balances on the balance
        sheet.
  ***Translation
        Adjustment*** —The
        Renminbi ("RMB"), the national currency of the PRC, is the primary currency
        of
        the economic environment in which the operations of PKU are conducted. The
        Company uses the United States dollar ("U.S. dollars") for financial reporting
        purposes.
  The
        Company translates PKU's assets and liabilities into U.S. dollars using the
        rate
        of exchange prevailing at the balance sheet date, and the statement of income
        is
        translated at average rates during the reporting period. Adjustments resulting
        from the translation of PKU's financial statements from RMB into U.S. dollars
        are recorded in stockholders' equity as part of accumulated comprehensive
        gain -
        translation adjustments. Gains or losses resulting from transactions in
        currencies other than RMB are reflected in income for the reporting
        period.
 
 F-11




**CHINA
      TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**


**(FORMERLY
      INTRA-ASIA ENTERTAINMENT CORPORATION)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007**





**1.**
            **GENERAL
                AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                (Continued)**





As
      of
      December 31, 2007, the exchange rate between the RMB (¥) and the USD ($) was
¥1=$0.1371.The weighted-average rates of exchange between the RMB and the USD
      as
      of December 31, 2007 and 2006 were ¥1=$0.13167 and ¥1=$0.12557, respectively.
      Total translation adjustment recognized as of December 31, 2007 and 2006 is
      $887,184 and $214,770 , respectively.





***Comprehensive
      Income*** —Comprehensive
      income includes accumulated foreign currency translation gains and losses.
      The
      Company has reported the components of comprehensive income on its statements
      of
      stockholders’ equity.





***Fair
      Value of Financial Instruments*** —
The
      carrying amounts of cash and cash equivalents, accounts receivable, deposits
      and
      accounts payable approximate their fair value because of the short maturity
      of
      those instruments.





The
      carrying amounts of the Company's long-term debt approximate their fair value
      because of the short maturity and/or interest rates which are comparable to
      those currently available to the Company on obligations with similar
      terms.





***New
      Accounting Pronouncements***





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No. 157, *Fair
      Value Measurements* ,
      (SFAS 157). SFAS 157 defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles and expands
      disclosures about fair value measurements. FAS 157 is effective for
      financial statements issued for fiscal years beginning after November 15,
      2007 and interim periods within those fiscal years. In February 2008, FASB
      issued Staff Position 157-2, *Effective
      Date of FASB Statement No. 157* ,
      (FSP
      157-2) which delays the effective date of SFAS 157 for nonfinancial assets
      and nonfinancial liabilities, except for items that are recognized or disclosed
      at fair value in the financial statements on a recurring basis. Management
      is
      still evaluating the impact, if any, that the adoption of SFAS 157 and FSP
      157-2 will have on our financial position, results of operations, or cash
      flows.




In
      February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      159, " *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      Amendment of FASB Statement No. 115* ".
      This
      statement permits entities to choose to measure many financial instruments
      and
      certain other items at fair value. Most of the provisions of SFAS No. 159 apply
      only to entities that elect the fair value option. However, the amendment to
      SFAS No. 115 " *Accounting
      for Certain Investments in Debt and Equity Securities* "
      applies
      to all entities with available-for-sale and trading securities. SFAS No. 159
      is
      effective as of the beginning of an entity's first fiscal year that begins
      after
      November 15, 2007.Early adoption is permitted as of the beginning of a fiscal
      year that begins on or before November 15, 2007, provided the entity also elects
      to apply the provision of SFAS No. 157, " *Fair
      Value Measurements".* The
      adoption of this statement is not expected to have a material effect on the
      Company's financial statements.




In
      June
      2007, the FASB ratified Emerging Issue Task Force (“EITF”) Issue No. EITF 06-11 *Accounting
      for the Income Tax Benefits of Dividends on Share-Based Payment
      Awards* (“EITF
      06-11”). EITF 06-11 provides that tax benefits associated with dividends on
      share-based payment awards be recorded as a component of additional paid-in
      capital. EITF 06-11 is effective, on a prospective basis, for fiscal years
      beginning after December 15, 2007.




F-12





**CHINA
      TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**


**(FORMERLY
      INTRA-ASIA ENTERTAINMENT CORPORATION)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007**





**1.**
            **GENERAL
                AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                (Continued)**





***New
      Accounting Pronouncements (Continued)***





In
      June
      2007, the FASB issued EITF Issue No. 07-03, *Accounting
      for Non-Refundable Advance Payments for Goods or Services to Be Used in Future
      Research and Development Activities* (“EITF
      07-03”). EITF 07-03 provides guidance on whether non-refundable advance payments
      for goods that will be used or services that will be performed in future
      research and development activities should be accounted for as research and
      development costs or deferred and capitalized until the goods have been
      delivered or the related services have been rendered. EITF 07-03 is effective
      for fiscal years beginning after December 15, 2007. We do not expect our
      adoption of this new standard to have a material impact on our financial
      position and results of operations.





In
      December 2007, the FASB issued SFAS 141R, “ *Business
      Combinations - Revised 2007* ,”
which
      replaces FASB Statement No. 141, “ *Business
      Combinations* .”
SFAS
      141R ** establishes
      principles and requirements intending to improve the relevance, representational
      faithfulness, and comparability of information that a reporting entity provides
      in its financial reports about a business combination and its effects. This
      is
      accomplished through requiring the acquirer to recognize assets acquired and
      liabilities assumed arising from contractual contingencies as of the acquisition
      date, measured at their acquisition-date fair values. This includes contractual
      contingencies only if it is more likely than not that they meet the definition
      of an asset of a liability in FASB Concepts Statement No. 6, “ *Elements
      of Financial Statements* - *a
      replacement of FASB Concepts Statement No. 3.* ” ** This
      statement also requires the acquirer to recognized goodwill as of the
      acquisition date, measured as a residual. However, this statement improves
      the
      way in which an acquirer’s obligations to make payments conditioned on the
      outcome of future events are recognized and measured, which in turn improves
      the
      measure of goodwill. This statement also defines a bargain purchases as a
      business combination in which the total acquisition-date fair value of the
      consideration transferred plus any noncontrolling interest in the acquiree,
      and
      it requires the acquirer to recognize that excess in earnings as a gain
      attributable to the acquirer. This therefore improves the representational
      faithfulness and completeness of the information provided about both the
      acquirer’s earnings during the period in which it makes a bargain purchase and
      the measures of the assets acquired in the bargain purchase. The Company does
      not expect the adoption of this pronouncement to have a material impact on
      its
      financial statements.




In
      December 2007, the FASB issued SFAS No. 160, “ *Noncontrolling
      Interests in Consolidated Financial Stateme0147nts - an amendment of ARB No.
      51,* ” ** which
      establishes accounting and reporting standards to improve the relevance,
      comparability, and transparency of financial information in its consolidated
      financial statements. This is accomplished by requiring all entities, except
      not-for-profit organizations, that prepare consolidated financial statements
      to
      (a) clearly identify, label, and present ownership interests in subsidiaries
      held by parties other than the parent in the consolidated statement of financial
      position within equity, but separate from the parent’s equity, (b) clearly
      identify and present both the parent’s and the noncontrolling interest’s
      attributable consolidated net income on the face of the consolidated statement
      of income, (c) consistently account for changes in parent’s ownership interest
      while the parent retains it controlling financial interest in subsidiary and
      for
      all transactions that are economically similar to be accounted for similarly,
      (d) measure of any gain, loss or retained noncontrolling equity at fair value
      after a subsidiary is deconsolidated, and (e) provide sufficient disclosures
      that clearly identify and distinguish between the interests of the parent and
      the interests of the noncontrolling owners. This Statement also clarifies that
      a
      noncontrolling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. SFAS No. 160 is effective for fiscal years, and interim
      periods on or after December 15, 2008. The management of the Company does not
      expect the adoption of this pronouncement to have a material impact on its
      financial statements.




F-13


**CHINA
        TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**
 **(FORMERLY
        INTRA-ASIA ENTERTAINMENT CORPORATION)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007**


**2.**
            **RESTRICTED
                CASH**




During
      the fourth quarter of 2007, the Company deposited ¥1,778,640, or $243,852 in one
      of its banks to facilitate a fund verification letter issued by the bank to
      the
      Company’s customers. The verification letters are a contractual term requested
      by the customers and are valid for 3 months. This amount is recorded as
      Restricted Cash.





**3.**
            **COSTS
                AND ESTIMATED EARNINGS ON UNCOMPLETED
                CONTRACTS**




The
      costs
      and estimated earnings on uncompleted contracts were as follows:




**December 31, 2007**Costs
                incurred on uncompleted contracts
            
            $
            4,147,244Estimated
                earnings on uncompleted contracts
            
            
            7,500,63611,647,880Less:
                billings to date
            
            
            9,246,176Total
            
            $
            2,401,704







The
      costs
      and estimated earnings on uncompleted contracts are included in the accompanying
      balance sheets under the following captions:




**December 31, 2007**Costs
                and estimated earnings in excess of billings on uncompleted
              contracts
            
            $
            2,659,969Billings
                    in excess of costs and estimated earnings on uncompleted
                  contracts
            
            
            (
                258,265
            )Total
            
            $
            2,401,704




**4.**
            **CREDIT
                AGREEMENT**




On
      February 24, 2006, the Company entered into a loan agreement with a bank to
      borrow ¥2,000,000, or $248,000. The loan was guaranteed by a paid surety for the
      full amount. Interest was payable monthly at fixed rate of 5.580%. The loan
      expired on February 23, 2007 and was paid in full on that date in accordance
      with the terms of the loan agreement.




On
      September 15, 2006, the Company renewed a loan agreement with the same bank
      to
      borrow ¥3,000,000, or $372,000. The loan was guaranteed by a paid surety for the
      full amount. Interest was payable monthly at fixed rate of 6.120%. The loan
      was
      to expire on September 14, 2007, but was paid in full on July 17,
      2007.




F-14
 
  **CHINA
          TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**
 **(FORMERLY
          INTRA-ASIA ENTERTAINMENT CORPORATION)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**


**5.**
            **PROPERTY
                AND EQUIPMENT**




The
      following is a summary of the Company’s property and equipment:




**December 31,2007**Automobiles
            
            $
            125,929Machinery
                and equipments
            
            
            422,056Furniture
                and fixtures
            
            
            40,939Prepayment
                for building
            
            
            864,285Work-in-progress
            
            
            2,279,6163,732,825Less:
                accumulated depreciation
            
            
            (158,103
            )Property
                and equipment, net
            
            $
            3,574,722







On
      June
      2, 2007, the Company entered into an agreement to purchase an office building
      for approximately $1,336,000. As of December 31, 2007, the Company has paid $864,285.





The
      Company entered an agreement with Rental Car Association of City of Urumqi
      for
      installation of a global positioning system ("GPS") control system. Per the
      agreement, the Company will install GPS Control Terminals on the 5,220 rental
      and taxi cars in the city of Urumqi in exchange for rights of interior or
      exterior advertisements on each taxi’s rear window, top light (LED display) and
      interior. According to the agreement, the Company should start to operate the
      system on October 1, 2007 for a period of 15 years; however, the deployment
      had
      not been completed as of December 31, 2007. As of December 31, 2007, the Company
      has incurred the total costs of $2,279,616 for the deployment, which were
      recorded as Work-in-progress.





**6.**
            **SHARE-BASED
                PAYMENTS**




*“Accounting
      for Derivative Financial Instruments Indexed to and Potentially Settled in,
      a
      Company’s Own Stock”* (“EITF
      00-19”), provides criteria for determining whether freestanding contracts that
      are settled in a company’s own stock, including common stock warrants, should be
      designated as either an equity instrument, an asset or as a liability under
      SFAS No. 133. Under the provisions of EITF 00-19, a contract
      designated as an asset or a liability must be carried at fair value on a
      company’s balance sheet, with any changes in fair value recorded in a company’s
      results of operations. It
      was
      determined that the Company's warrants qualify for accounting treatment under
      EITF 00-19, " *Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      A
      Company's Own Stock* ".
      Under
      the terms of the warrant agreements, if the Company fails to deliver the
      required number of Warrant Shares, the Company will be obligated to pay cash
      to
      settle the warrant claims. As a result, the Company must assume that it could
      be
      required to settle the warrants on a net-cash basis, thereby necessitating
      the
      treatment of the potential settlement obligation as a liability. The fair values
      of the warrants are presented on the accompanying consolidated balance sheet
      as
“Accrued Warrant Liability” and the changes in the values of these warrants are
      shown in the accompanying consolidated statement of operations as “Decrease in
      fair value of warrants liability.” Such gains and losses are non-operating and
      have no effect on cash flows from operating activities.





F-15
 
  **CHINA
        TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**
 **(FORMERLY
        INTRA-ASIA ENTERTAINMENT CORPORATION)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007**




**6.**
            **SHARE-BASED
                PAYMENTS (Continued)**





Effective
      January 1, 2006, the Company adopted the fair value recognition provisions
      of
      SFAS No. 123R. The Company recognized the share-based compensation cost based
      on
      the grant-date fair value estimated in accordance with the new provisions of
      SFAS No. 123R. The Company issued warrants to Anteaus
      Capital, Inc. ,
      in
      aggregate, to purchase 277,778 shares of the Company’s common stock in
      connection with merger related services on May 14, 2007, with an exercise price
      of $1.80 per share. These warrants will expire on May 13, 2014 pursuant to
      the
      common stock purchase warrant agreement. The Company used the Black-Scholes
      option pricing model to determine the fair value of the stock warrants on May
      14, 2007. On May 14, 2007, the fair value was as at $3.97 per share, resulting
      in a share-based compensation totaling $1,104,166. On November 29, 2007, the
      Company and Anteaus Capital, Inc. entered an amendment to the Company’s common
      stock purchase warrants. The amendment eliminated the clause subject to which
      if
      the Company fails to deliver the required number of Warrant Shares, the Company
      will be obligated to pay cash to settle the warrant claims. The 277,778 warrants
      issued to Antaeus Capital, Inc. have been re-valued at $1,039,807, and
      reclassified to Additioanl Paid-in Capital from Accrued Warrant Liability.
      Other
      income of $64,359 was recorded to account for the warrants at fair
      value.





The
      fair
      value for the share-based awards was estimated using the Black-Scholes option
      pricing model with the assumptions listed below:


May 14, 2007
              
              November 29, 2007Expected
                  volatility
              
              
              203
              %
              
              148
              %Expected
                  life (years)
              
              
              7
              
              
              6.46Risk
                  free interest rate
              
              
              4.6
              %
              
              3.72
              %




On
      November 30, 2007, the Company issued warrants to CCG
      Investor Relations Partners LLC ,
      in
      aggregate, to purchase 50,000 shares of the Company’s common stock in connection
      with investor relations services, with an exercise price of $5.00 per share.
      These warrants will expire on November 29, 2010 pursuant to the common stock
      purchase warrant agreement. The fair market value of these stock warrants was
      $200,105 and was estimated on the date of grant using the Black-Scholes
      option-pricing model in accordance with SFAS No. 123R using the following
      weighted-average assumptions: expected dividend yield 0%; risk-free interest
      rate of 3.08%; volatility of 148% and an expected term of three
      years.





The
      expected volatilities are based on the historical volatility of the Company’s
      stock. The observations were made in a 52-week period. The expected terms of
      stock warrants are based on the remaining contractual life of stock warrants
      outstanding as these stock warrants vested immediately.





F-16
 
  **CHINA
        TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**
 **(FORMERLY
        INTRA-ASIA ENTERTAINMENT CORPORATION)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007**




**6.**
            **SHARE-BASED
                PAYMENTS (Continued)**




A
      summary
      of stock warrants for the nine months ended December 31, 2007 is presented
      as
      follows:





**Stock Warrants**
            
            **Shares**
            
            **Weighted-AverageExercisePrice**
            
            **Weighted-AverageRemaining ContractualTerm (Months)**Outstanding
                at January 1, 2007
            
            
            436,187
            
            $
            2.63
            
            
            30.77Granted
            
            
            277,778
            
            
            1.80
            
            
            -50,000
            
            
            5.00Exercised
                or converted
            
            
            (239,023
            )
            
            2.63
            
            
            -Forfeited
                or expired
            
            
            (197,164
            )
            
            2.63
            
            
            -Outstanding
                at December 31, 2007
            
            
            327,778
            
            
            2.29
            
            
            70.11Exercisable
                at December 31, 2007
            
            
            327,778
            
            $
            2.29
            
            
            70.11





**7.**
            **EQUITY
                TRANSACTIONS**




In
      April
      2007, per the request of the note holders, $21,000 of convertible promissory
      notes and $5,815 of accrued interest totaled $26,815 were converted into 12,769
      shares of the Company’s common stock at $0.28 per share.





In
      April
      2007, 239,023 common shares converted from warrants and issued to the warrant
      holders cashlessly.




Pursuant
      to the agreement entered into between the Company and the former directors
      in
      April 2007, the Company directly issued 40,000 common shares to the former
      directors as compensation. The related expense $166,230 was recorded based
      on
      the average stock price during the period from February to April
      2007.




On
      May
      14, 2007, the Company entered into a cancellation agreement with Weicheng
      International Inc. and Foster Growth Ltd. Pursuant to the agreement, Weicheng
      International Inc. agreed to the cancellation of 2,043,784 shares of the
      Company’s common stock owned by Weicheng International Inc.




On
      May
      14, 2007, the Company completed the reverse acquisition transaction with
      Cabowise whereby the Company issued to the shareholders of Cabowise 10,841,492
      shares of the Company’s common stock in exchange for all of the issued and
      outstanding capital stock of Cabowise. Cabowise thereby became the Company’s
      wholly-owned subsidiary and the former shareholders of Cabowise became the
      Company’s controlling stockholders. The exchange of shares was accounted for as
      a reverse acquisition under the purchase method of accounting since the former
      shareholders of PKU obtained control of the consolidated entity. Accordingly,
      the merger of the two companies has been recorded as a recapitalization of
      PKU,
      with PKU being treated as the continuing entity.





On
      May
      14, 2007, the Company issued and sold 1,777,778 shares to certain accredited
      investors for a cash price of $1.80 per share and a total amount of $3,200,000
      pursuant to a private placement completed by the Company.





F-17




**CHINA
        TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**
 **(FORMERLY
        INTRA-ASIA ENTERTAINMENT CORPORATION)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007**




**7.**
            **EQUITY
                TRANSACTIONS (Continued)**




On
      May
      14, 2007, the Company issued 13,889 shares of its common stock (approximately
      $25,000) to Thelen Reid Brown Raysman & Steiner LLP for their legal services
      in connection with the share exchange and private placement
      transaction.





On
      May
      14, 2007, the Company issued to the placement agent, Antaeus Capital, Inc.,
      a
      seven-year warrant to purchase 277,778 shares of our common stock at an exercise
      price of $1.80. The Company used Black-Scholes option pricing model to determine
      the fair value of the stock warrants on the grant date. The fair value was
      at
      $3.98 per share resulting in a share-based compensation totaling
      $1,104,166.





Total
      transaction costs of $1,492,361, including legal, accounting and investment
      banking fees, etc., were charged directly to equity as a reduction from the
      cash
      consideration received for the newly-issued common stock.




Effect
      of
      subsidiary equity transactions was calculated under the provisions of the
      Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin Topic
      5H (“SAB Topic 5H”) and relates to the issuance of securities of a
      non-wholly owned subsidiary. The amount of $ 323,247 represents the difference
      between the Company’s book value investment in PKU immediately prior to the
      transaction and its book value investment in PKU immediately following the
      transaction.




**8.**
            **INCOME
                TAXES**




The
      Company adopted the provisions of FASB Interpretation No. 48, *Accounting
      for Uncertainty in Income Taxes,* on
      January 1, 2007. As a result of the implementation of Interpretation 48, the
      Company recognized no increases or decreases in the total amounts of previously
      unrecognized tax benefits.  The Company had no unrecognized tax
      benefits as of January 1, 2007 or December 31, 2007. The Company did not incur
      any interest and penalties related to potential underpaid income tax expenses
      and also believed that the adoption of FIN 48 does not have a significant impact
      on the unrecognized tax benefits within 12 months from December 31,
      2007.





The
      Company, through its subsidiaries, PKU, Beijing Tian Hao and Beijing Zhangcheng
      is governed by the Income Tax Laws of the PRC. Operations in the United States
      of America have incurred net accumulated operating losses of $3,300,000 as
      of
      December 31, 2007 for income tax purposes. However, a hundred percent allowance
      has been created on the deferred tax asset of $1,300,000 due to uncertainty
      of
      its realization.




F-18




**CHINA
      TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**


**(FORMERLY
      INTRA-ASIA ENTERTAINMENT CORPORATION)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007**




**8.**
            **INCOME
                TAXES (Continued)**




The
      income tax expense was as follows:




**Year
                Ended December 31, 2007****Domestic**
            
            **Foreign****Federal**
            
            **State**
            
            **China**Current
            
            $
            -
            
            $
            -
            
            $
            -Deferred
            
            
            -
            
            
            -
            
            
            450,606$
            -
            
            $
            -
            
            $
            450,606





PKU
      qualifies as a “new or high-technology enterprise” located in a high-tech zone
      in Beijing, and is entitled to a preferential tax rate at 15% on the net income
      for PRC income tax purpose in 2007 .





Beijing
      Tian Hao and Beijing Zhangcheng qualify as “new or high-technology enterprise”
located in a high-tech zone in Beijing, and are entitled for tax exemptions
      on
      the net income for PRC income tax purpose in 2007.




The
      Company recognizes deferred tax assets and liabilities for temporary differences
      between the financial reporting and tax bases of its assets and liabilities.
      Deferred assets are reduced by a valuation allowance when deemed appropriate.




The
      tax
      effects of existing temporary differences that give rise to significant portions
      of deferred tax assets at December 31, 2007 were as follows:




**Foreign**
            
            **Domestic****Deferred
                Tax Assets**
            
            
            **In
                RMB**
            
            
            **CurrencyExchangeRate**
            
            
            **In
                USD**
            
            
            **In
                USD**Net
                operating loss carryforwards
            
            ¥
            1,828,361
            
            
            0.1371
            
            $
            250,668
            
            $
            1,300,000Valuation
                allowance
            
            
            -
            
            
            0.1371
            
            
            -
            
            
            (1,300,000
            )Net
                deferred tax assets
            
            ¥
            1,828,361
            
            
            
            
            $
            250,668
            
            $
            -




As
      of
      December 31, 2007, the Company had net operating loss carryforwards for China
      income tax purposes of approximately ¥12,200,000, or $1,673,000, which, if used
      to offset future taxable income, will expire in year beginning in
      2012.




F-19
 
  **CHINA
          TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**
 **(FORMERLY
          INTRA-ASIA ENTERTAINMENT CORPORATION)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**


**9.**
            **INCOME
                PER SHARE**




The
      Company adopted Statement of Financial Accounting Standards
      (SFAS) No. 128, “Earnings per Share” ** (“SFAS No. 128”).
      Basic Earnings per Share (“EPS”) are computed by dividing net income available
      to common shareholders (numerator) by the weighted average number of common
      shares outstanding (denominator) during the period. Diluted EPS gives
      effect to all dilutive potential common shares outstanding during a period.
      In
      computing diluted EPS, the average price for the period is used in determining
      the number of shares assumed to be purchased from the exercise of stock
      warrants. Stock warrants to purchase 327,778 shares with an average exercise
      price $2.29 per share were outstanding as of December 31, 2007. Stock warrants
      to purchase 327,778 shares were included in the determination of potential
      common shares equivalents because the average market prices per share of the
      Company’s common stock for the year ended December 31, 2007 was higher than the
      weighted average exercise price.





**10.**
            **COMPENSATED
                ABSENCES**




Employees
      earn annual vacation leave at the rate of seven (7) days per year for the first
      year. Upon completion of the first year of employment, employees earn one (1)
      additional day for each additional year. At termination, employees are paid
      for
      any accumulated annual vacation leave. As of December 31, 2007, vacation
      liability existed in the amount of $0.




**11.**
            **RELATED-PARTY
                TRANSACTIONS**




***Operating
      Leases---*** The
      Company leases its facility from a former shareholder under an operating lease
      agreement which expires on December 1, 2008. The base rent is approximately
      $8,000. Rent expense under this lease agreement amounted to approximately
      $96,000 for the year ended December 31, 2007.




Approximately
      future minimum obligations under the above operating lease at December 31,
      2007
      amounted $88,000.




**12.**
            **CONCENTRATION**




a. Cash





The
      Company maintains cash in two commercial banks located in California. Up to
      $100,000 of the balance in each bank was insured by the U.S. Federal Deposit
      Insurance Corporation (FDIC). As of December 31, 2007, uninsured balances
      totaled $1,963,533.





b. Major
      Customers




During
      the year ended December 31, 2007, two of the Company’s customers accounted for
      approximately $3,030,318 of the total revenues. Those customers comprised
      approximately 25.54% of the total sales during the year ended December 31,
      2007.
      Included in accounts receivable is approximately $429,000 from these customers
      as of December 31, 2007.




F-20




**CHINA
      TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARY**


**(FORMERLY
      INTRA-ASIA ENTERTAINMENT CORPORATION)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007**




**13.**
            **OTHER
                COMPREHENSIVE INCOME**




Balances
      of related after-tax components comprising accumulated other comprehensive
      income, included in stockholders' equity, at December 31, 2007 was as
      follows:




Foreign Currency Translation
                Adjustment
            
            Accumulated Other
                Comprehensive IncomeBalance
                at January 1, 2007
            
            $
            214,770
            
            $
            214,770Change
                for the year ended December 31, 2007
            
            
            672,414
            
            
            672,414Balance
                at December 31, 2007
            
            $
            887,184
            
            $
            887,184







**14.**
            **SUPPLEMENTARY
                INFORMATION ABOUT CASH
                FLOWS**




**Year Ended**
              **December 31, 2007****Non-cash Transactions**Common
                stock
            
            $
            13Additional
                paid-in capital
            
            
            1,077,364Convertible
                notes
            
            
            (21,000
            )Accrued
                interest
            
            
            (5,815
            )Accrued
                warrant liability
            
            
            (1,104,166
            )




**15.**
            **SUBSEQUENT
                EVENTS**




On
      November 27, 2007, the Board of Directors of the Company appointed Zhihai Mao
      as
      the new Chief Financial Officer of the Company, effective January 1, 2008.
      From
      January 1, 2008, Danxia Huang, the Company's Vice President of Finance, will
      no
      longer perform the functions of the Company's Chief Financial Officer.




On
      January 7, 2008, the Company and Mr. Zhihai Mao, Chief Financial Officer of
      the
      Company, entered into a stock option agreement. Pursuant to the terms of the
      agreement, Mr. Mao was granted a non-qualified stock option on January 7, 2008
      to purchase 200,000 shares of common stock of the Company at an exercise price
      of $6.70 per share, which was the closing price per share of the Company's
      common stock as reported on the OTC Bulletin Board on such date. The Option
      has
      a term of ten years and expires on January 7, 2018. The Option vests in equal
      installments on a quarterly basis over a three-year period beginning on January
      7, 2008.




******




F-21
 
 **EXHIBITS**


**ExhibitNo.**
            
            **Description**2.1
            
            Share
                Exchange Agreement, dated May 14, 2007, among the registrant, Cabowise
                International Ltd., its shareholders, Weicheng International Inc.
                and
                Foster Growth Ltd [Incorporated by reference to Exhibit 2.1 to the
                registrant’s current report on Form 8-K filed on May 14, 2007]3.1
            
            Amended
                and Restated Articles of Incorporation of the registrant as filed
                with the
                Secretary of State of Nevada on December 19, 2003 [Incorporated by
                reference to Exhibit 3.1 to the registrant’s current report on Form 10-KSB
                filed on March 31, 2005]3.2
            
            Certificate
                of Amendment to Articles of Incorporation filed with the Secretary
                of
                State of the State of Nevada on August 20, 2007. [Incorporated by
                reference to Exhibit 3.1 to the registrant’s current report on Form 8-K
                filed on August 23, 2007]




3.3
            
            Bylaws
                of the registrant [Incorporated by reference to the registrant’s the
                registrant’s Registration Statement on Form SB-2 filed on March 30,
                1999]4.1
            
            Form
                of Registration Rights Agreement, dated May 14, 2007 [Incorporated
                by
                reference to Exhibit 4.1 to the registrant’s current report on Form 8-K
                filed on May 14, 2007].4.2
            
            Form
                of Lock-up Agreement, dated May 14, 2007 [Incorporated by reference
                to
                Exhibit 4.2 to the registrant’s current report on Form 8-K filed on May
                14, 2007].4.3
            
            Cancellation
                Agreement, dated May 14, 2007, among the registrant, Weicheng
                International Inc. and Forster Growth Ltd. [Incorporated by reference
                to
                Exhibit 4.3 to the registrant’s current report on Form 8-K filed on May
                14, 2007]4.4
            
            Option
                Agreement, dated April 30, 2007, among Cabowise International Ltd.,
                and
                certain grantors. [Incorporated by reference to Exhibit 4.4 to the
                registrant’s current report on Form 8-K filed on May 14,
                2007].4.5
            
            Assignment
                and Assumption Agreement, dated May 14, 2007, between Cabowise
                International Ltd. and Oriental Intra-Asia Entertainment (China)
                Limited
                [Incorporated by reference to Exhibit 4.5 to the registrant’s current
                report on Form 8-K filed on May 14, 2007].4.6
            
            Common
                Stock Purchase Warrant issued to Antaeus Capital, Inc., dated May
                14, 2007
                [Incorporated by reference to Exhibit 4.6 to the registrant’s current
                report on Form 8-K filed on May 14, 2007].10.1
            
            Form
                of Securities Purchase Agreement, dated May 14, 2007 [Incorporated
                by
                reference to Exhibit 10.1 to the registrant’s current report on Form 8-K
                filed on May 14, 2007].10.2
            
            Form
                of Make Good Escrow Agreement, dated May 14, 2007 [Incorporated by
                reference to Exhibit 10.2 to the registrant’s current report on Form 8-K
                filed on May 14, 2007].10.3
            
            Closing
                Escrow Agreement, dated May 14, 2007 , by and among the registrant,
                certain selling stockholders, Antaeus Capital, Inc. and Thelen Reid
                Brown
                Raysman & Steiner LLP [Incorporated by reference to Exhibit 10.3 to
                the registrant’s current report on Form 8-K filed on May 14, 2007].10.4
            
            Contract
                for Data Integration Project of Phase I of Beijing Municipal Management
                Information System of State Land, Resources and Housing Affairs,
                dated
                July 26, 2004, between Education and Information Center of Beijing
                Municipal Bureau of State Land and Resources and Beijing Institute
                of
                Surveying and Mapping, Beijing PKU Chinafront Technology Co., Ltd.
                [Incorporated by reference to Exhibit 10.4 to the registrant’s current
                report on Form 8-K filed on May 14,
                2007].









10.5
            
            Contract
                for Phase I of Software Development and System Integration of Production
                Dispatching and Command Center of China Netcom, dated January 20,
                2005,
                between Beijing Zhongzheng Real-estate Development Co., Ltd. and
                Beijing
                PKU Chinafront Technology Co., Ltd. [Incorporated by reference to
                Exhibit
                10.5 to the registrant’s current report on Form 8-K filed on May 14,
                2007].


10.6
            
            Supplementary
                Contract for Data Integration Project of Phase I of Beijing Municipal
                Management Information System of State Land, Resources and Housing
                Affairs, dated December 31, 2005, between Beijing Municipal Bureau
                of
                State Land and Resources and Beijing PKU Chinafront Technology Co.,
                Ltd.
                [Incorporated by reference to Exhibit 10.6 to the registrant’s current
                report on Form 8-K filed on May 14, 2007].10.7
            
            Contract
                for the Project of Traffic Statistics Information System (Phase I),
                dated
                August 4, 2006, between Scientific Research Institute under the Ministry
                of Transportation and Communications and Beijing Join-Cheer Software
                Co.,
                Ltd. Beijing PKU Chinafront Technology Co., Ltd. [Incorporated by
                reference to Exhibit 10.7 to the registrant’s current report on Form 8-K
                filed on May 14, 2007].10.8
            
            Contract
                for Technical Development and Technical Service of Phase II of Planning
                Information System for the Planning Academy under the Ministry of
                Communications, dated June 12, 2006, between Planning & Research
                Institute of Ministry of Communications and Beijing PKU Chinafront
                Technology Co., Ltd. [Incorporated by reference to Exhibit 10.8 to
                the
                registrant’s current report on Form 8-K filed on May 14,
                2007].10.9
            
            Purchasing
                Contract, dated December 12, 2006, between ESRI China (Beijing) Limited
                and Beijing PKU Chinafront Technology Co., Ltd. [Incorporated by
                reference
                to Exhibit 10.9 to the registrant’s current report on Form 8-K filed on
                May 14, 2007].10.10
            
            Purchasing
                Contract, dated May 19, 2005, between Beijing Federal Software Co.,
                Ltd.
                and Beijing PKU Chinafront Technology Co., Ltd. [Incorporated by
                reference
                to Exhibit 10.10 to the registrant’s current report on Form 8-K filed on
                May 14, 2007].10.11
            
            Material
                Purchase Contract of Zhongzheng Building, dated December 28, 2004,
                between
                Huapeng (Group) Co., Ltd. and Beijing PKU Chinafront Technology Co.,
                Ltd.
                [Incorporated by reference to Exhibit 10.11 to the registrant’s current
                report on Form 8-K filed on May 14, 2007].10.12
            
            Purchase
                Contract, dated September 7, 2006, between Beijing Qiankunjianye
                Science
                and Technology Development Co., Ltd. and Beijing PKU Chinafront Technology
                Co., Ltd. [Incorporated by reference to Exhibit 10.12 to the registrant’s
                current report on Form 8-K filed on May 14, 2007].10.13
            
            Sale
                Contract, dated June 18, 2004, between Landesk (Beijing) Software
                Co.,
                Ltd. and Beijing PKU Chinafront Technology Co., Ltd. [Incorporated
                by
                reference to Exhibit 10.13 to the registrant’s current report on Form 8-K
                filed on May 14, 2007].10.14
            
            Standard
                Contract signed with Executive Officers - Form of Labor Contract
                between
                executive officers and Beijing PKU Chinafront Technology Co., Ltd.
                [Incorporated by reference to Exhibit 10.14 to the registrant’s current
                report on Form 8-K filed on May 14, 2007].10.15
            
            Lease
                Contract of E-Wing Center, dated November 25, 2004,. between Zhao
                Li and
                Beijing PKU Chinafront Technology Co., Ltd. [Incorporated by reference
                to
                Exhibit 10.15 to the registrant’s current report on Form 8-K filed on May
                14, 2007].10.16
            
            Loan
                Contract, dated September 15, 2006, between Bank of Beijing Co.,
                Ltd.
                Youyi Branch and Beijing PKU Chinafront Technology Co., Ltd. [Incorporated
                by reference to Exhibit 10.16 to the registrant’s current report on Form
                8-K filed on May 14, 2007].









10.17
            
            Service
                Agreement, dated November 1, 2006, between Beijing Jinzhengdong Human
                Resources Consultant Co., Ltd. and Beijing PKU Chinafront Technology
                Co.,
                Ltd. [Incorporated by reference to Exhibit 10.17 to the registrant’s
                current report on Form 8-K filed on May 14, 2007].10.18
            
            Cooperation
                Agreement, dated August 6, 2006, between Beijing PKU Chinafront Technology
                Co., Ltd. and Earth and Space College, Peking University, [Incorporated
                by
                reference to Exhibit 10.18 to the registrant’s current report on Form 8-K
                filed on May 14, 2007].10.19
            
            Bridge
                Loan Agreement, dated October 18, 2006, between Talent Global
                International Company and Beijing PKU Chinafront Technology Co.,
                Ltd.[Incorporated by reference to Exhibit 10.19 to the registrant’s
                current report on Form 8-K filed on May 14, 2007].10.20
            
            Standard
                Contracts with Employees - Labor Contract between employees and Beijing
                Jinzhengdong Human Resources Consultant Co., Ltd. [Incorporated by
                reference to Exhibit 10.20 to the registrant’s current report on Form 8-K
                filed on May 14, 2007].10.21
            
            Labor
                Contract between Xia Shudong and Beijing PKU Chinafront Technology
                Co.,
                Ltd. [Incorporated by reference to Exhibit 10.21 to the registrant’s
                current report on Form 8-K filed on May 14, 2007].10.22
            
            Labor
                Contract between Huang Danxia and Beijing PKU Chinafront Technology
                Co.,
                Ltd. [Incorporated by reference to Exhibit 10.22 to the registrant’s
                current report on Form 8-K filed on May 14, 2007].10.23
            
            Labor
                Contract between Lai Zhibin and Beijing PKU Chinafront Technology
                Co.,
                Ltd. [Incorporated by reference to Exhibit 10.23 to the registrant’s
                current report on Form 8-K filed on May 14, 2007].10.24
            
            Labor
                Contract between Zhang Zhiping and Beijing PKU Chinafront Technology
                Co.,
                Ltd. [Incorporated by reference to Exhibit 10.24 to the registrant’s
                current report on Form 8-K filed on May 14, 2007].10.25
            
            Equity
                Transfer Agreement, dated May 14, 2007, between Xia Shudong, Zhang
                Zhiping, Lai Zhibin, Yang Chuang and Oriental Intra-Asia Entertainment
                (China) Limited. [Incorporated by reference to Exhibit 10.25 to the
                registrant’s current report on Form 8-K filed on May 14,
                2007].10.26
            
            Real
                Property Purchase Agreement, dated June 2, 2007, between Mr. Zhao
                Li and
                Beijing PKU Chinafront Technology Co., Ltd. [Incorporated by reference
                to
                Exhibit 10.1 to the registrant’s quarterly report on Form 10-QSB filed on
                August 16, 2007].10.27
            
            Entrust
                Agreement, dated July 6, 2007, among Oriental Intra-Asia Entertainment
                (China) Limited, Beijing Tiandi Zuobiao Technology Co., Ltd. and
                Beijing
                PKU Chinafront Technology Co., Ltd. [Incorporated by reference to
                Exhibit
                10.27 to the registrant’s Registration Statement on Form SB-2 on May 14,
                2007.]


10.28
            
            Employment
                Agreement by and between China Trans Info Technology Corp. and Zhihai
                Mao,
                dated November 27, 2007. [Incorporated by reference to Exhibit 10.1
                to the
                registrant’s current report on Form 8-K filed on December 3,
                2007].


10.29
            
            Stock
                Option Agreement by and between China TransInfo Technology Corp.
                and
                Zhihai Mao dated January 7, 2008. [Incorporated by reference to Exhibit
                10.1 to the registrant’s current report on Form 8-K filed on January 11,
                2008].


14
            
            Business
                Ethics Policy and Code of Conduct [Incorporated by reference to Exhibit
                14
                to the registrant’s current report on Form 8-K filed on May 14, 2007].21
            
            Subsidiary
                of the registrant*31.1
            
            Certification
                of Principal Executive Officer filed pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002*31.2
            
            Certification
                of Principal Financial Officer filed pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002*32.1
            
            Certification
                of Principal Executive Officer furnished pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002*32.2
            
            Certification
                of Principal Financial Officer furnished pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002*





*
      Filed
      herewith.