**U.S.
        Securities and Exchange Commission**
 **Washington,
        D.C. 20549**
  
  **FORM
        10-QSB**
  
 
 **[X]
        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT**
 OF
        1934
        for the quarterly period ended JUne 30, 2005
 
 **[
        ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE**
 ACT
        OF
        1934 for the transition period from _______ to _______
 
 **CHINA
        DIGITAL MEDIA CORPORATION**
 **(Exact
        name of small business issuer as specified in its charter)**
 
 **HAIRMAX
        INTERNATIONAL CORP.**
 **(Former
        name of registrant)**
  **Nevada**
                **13-3422912****(State
                    or other jurisdiction of**
                **(IRS
                    Employer Identification No.)****incorporation
                    or organization)**
 
 **2505-06,
        25/F, Stelux House, 698 Prince Edward Road E. Kowloon, Hong
        Kong**
 **(Address
        of principal executive offices)**
 
 **(011)
        852-2390-8600**
 **(Issuer's
        telephone number)**
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. Yes x No o
 
 Number
        of
        shares of common stock outstanding as of June 30, 2005:
        30,087,468
 
 Number
        of
        shares of preferred stock outstanding as of June 30, 2005:
        1,875,000
   
 
  **INDEX
                    TO FORM 10-QSB**Page
                    No.**PART
                    I**Item
                    1.    Financial
                    Statements (Unaudited)
                3Condensed Consolidated Balance Sheet- June 30, 2005 (unaudited)
                3Condensed Consolidated Statements of
                    Operations- Three Months and Six months Ended June
                    30, 2005 and
                    2004 (unaudited)
                4Condensed Consolidated Statements of Cash
                    Flows- Six
                    Months Ended June 30, 2005 and 2004 (unaudited)
                5Notes to Condensed Consolidated Financial Statements
                    (unaudited)
                6-9Item
                    2.    Management's Discussion and
                    Analysis of Financial Condition And
                    Results of Operations
                10-12Item
                    3.    Quantitative and Qualitative Disclosures
                    About Market Risk
                13Item
                    4.    Controls and
                    Procedures
                13**PART
                    II**Item
                    1.    Legal Proceedings
                15Item
                    2.    Changes in
                    Securities
                15Item
                    3.    Defaults Upon Senior
                    Securities
                16Item
                    4.    Submission of Matters to a Vote of
                    Security Holders
                16Item
                    5.    Other Information
                16Item 6.   
Exhibits
                  and Reports on Form 8-K
                16
  2
 *Index*




**ITEM
      1.**




CHINA
                  DIGITAL MEDIA CORPORATION AND
                  SUBSIDIARIESCONDENSED
                  CONSOLIDATED BALANCE SHEETAT
                  JUNE 30, 2005(UNAUDITED)**ASSETS****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              
              
              
              $
              66,551Accounts
                  receivable, net of allowances
              
              
              
              
              
              1,952,868Inventories
              
              
              
              
              
              924,690Other
                  receivables and prepaid expenses
              
              
              
              
              
              105,661Total
                  Current Assets
              
              
              
              
              
              3,049,770**PROPERTY
                  AND EQUIPMENT, NET**
              
              
              
              
              
              6,117,767**TOTAL
                  ASSETS**
              
              
              
              
              $
              9,167,537**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable
              
              
              
              
              $
              3,862,791Other
                  payables and accrued liabilities
              
              
              
              
              
              9,344Due
                  to a director
              
              
              
              
              
              138,923Due
                  to a related company
              
              
              
              
              
              310,328Value
                  added taxes payable
              
              
              
              
              
              17,103Income
                  taxes payable
              
              
              
              
              
              314,719Total
                  Current Liabilities
              
              
              
              
              
              4,653,208**COMMITMENTS
                  AND CONTINGENCIES****STOCKHOLDERS'
                  EQUITY**Common
                  stock ($.001 par value, 100,000,000 shares authorized,30,087,468
                  shares issued and outstanding at June 30, 2005)
              
              
              
              
              
              30,087Series
                  A convertible preferred stock ($.001 par value, 40,000,000 shares
                  authorized,1,875,000
                  shares issued and outstanding at June 30, 2005)
              
              
              
              
              
              1,875Series
                  B 2% convertible preferred stock ($.001 par value, 1,000 shares
                  authorized,-0-
                  shares issued and outstanding at June 30, 2005)
              
              
              
              
              
              -Additional
                  paid in capital
              
              
              
              
              
              3,595,490Retained
                  earnings
              
              
              
              
              
              2,833,389Common
                  stock subscription receivables
              
              
              
              
              
              (1,946,512
              )Total
                  Stockholders' Equity
              
              
              
              
              
              4,514,329**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              
              
              
              $
              9,167,537






3
 *Index*




CHINA
                  DIGITAL MEDIA CORPORATION AND
                  SUBSIDIARIESCONDENSED
                  CONSOLIDATED STATEMENTS OF OPERATIONSFOR
                  THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND
                  2004(UNAUDITED)For
                  the three months ended
              
              
              
              For
                  the six months endedJune
                  30,
              
              
              
              June
                  30,2005
              
              2004
              
              2005
              
              2004**NET
                  SALES**Revenue
                  from digitalization of television signals
              
              $
              1,008,441
              
              $
              519,840
              
              $
              1,699,542
              
              $
              876,778Government
                  grant
              
              
              302,370
              
              
              302,370
              
              
              604,741
              
              
              604,7411,310,811
              
              
              822,210
              
              
              2,304,283
              
              
              1,481,519**COST
                  OF SALES**
              
              
              (79,639
              )
              
              (180,348
              )
              
              (200,664
              )
              
              (285,751
              )**GROSS
                  PROFIT**
              
              
              1,231,172
              
              
              641,862
              
              
              2,103,619
              
              
              1,195,768**OPERATING
                  EXPENSES**Selling,
                  general and administrative expenses
              
              
              234,197
              
              
              87,139
              
              
              405,853
              
              
              244,426Depreciation
                  and amortization
              
              
              291,075
              
              
              43,264
              
              
              554,211
              
              
              68,567Total
                  Operating Expenses
              
              
              525,272
              
              
              130,403
              
              
              960,064
              
              
              312,993**INCOME
                  FROM OPERATIONS**
              
              
              705,900
              
              
              511,459
              
              
              1,143,555
              
              
              882,775**OTHER
                  INCOME (EXPENSES)**Interest
                  income, net
              
              
              (249
              )
              
              (48
              )
              
              (51
              )
              
              479Total
                  Other (Expenses) Income
              
              
              (249
              )
              
              (48
              )
              
              (51
              )
              
              479**NET
                  INCOME**
              
              $
              705,651
              
              $
              511,411
              
              $
              1,143,504
              
              $
              883,254Net
                  income per share - basic
              
              $
              0.02
              
              $
              0.03
              
              $
              0.04
              
              $
              0.07Net
                  income per share - fully diluted
              
              $
              **
              
              $
              0.03
              
              $
              **
              
              $
              0.07Weighted
                  average shares outstanding - basic
              
              
              29,579,968
              
              
              16,090,906
              
              
              26,315,543
              
              
              13,265,101Weighted
                  average shares outstanding - fully diluted
              
              
              404,579,968
              
              
              16,090,906
              
              
              402,982,209
              
              
              13,265,101**
                  Less than $.01





4
 *Index*




CHINA
                  DIGITAL MEDIA CORPORATION AND
                  SUBSIDIARIESCONDENSED
                  CONSOLIDATED STATEMENTS OF CASH FLOWSFOR
                  THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004(UNAUDITED)Six
                  months ended
              
              Six
                  months endedJune
                  30, 2005
              
              June
                  30, 2004**CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  income
              
              $
              1,143,504
              
              $
              883,254Adjusted
                  to reconcile net income to cash providedby
                  (used in) operating activities:Depreciation
              
              
              554,211
              
              
              68,567Changes
                  in operating assets and liabilitiesIncrease
                  in accounts receivable
              
              
              (1,641,458
              )
              
              (1,367,829
              )(Increase)
                  decrease in other receivable and prepaid expenses
              
              
              (69,622
              )
              
              60,350Increase
                  in inventories
              
              
              (305,057
              )
              
              (80,497
              )Increase
                  in accounts payable
              
              
              950,686
              
              
              1,576,563Increase
                  (decrease) in other payables and accrued liabilities
              
              
              8,650
              
              
              (89,528
              )(Decrease)
                  increase in value added tax payables
              
              
              (6,425
              )
              
              20,891Net
                  cash provided by operating activities
              
              
              634,489
              
              
              1,071,771**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Purchases
                  of property and equipment
              
              
              (1,237,040
              )
              
              (1,474,089
              )Net
                  cash used in investing activities
              
              
              (1,237,040
              )
              
              (1,474,089
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds
                  from issuance of common stock
              
              
              375,763
              
              
              -Due
                  from directors - net
              
              
              75,923
              
              
              -Due
                  to a related company
              
              
              57,239
              
              
              36,000Due
                  to a stockholder
              
              
              -
              
              
              936,370Net
                  cash provided by financing activities
              
              
              508,925
              
              
              972,370**NET
                  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS**
              
              
              (93,626
              )
              
              570,052**CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD**
              
              
              160,177
              
              
              2,074**CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD**
              
              $
              66,551
              
              $
              572,126






5
 *Index*




**CHINA
      DIGITAL MEDIA CORPORATION & SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2005 (UNAUDITED)**








**NOTE
      1 - BASIS OF PRESENTATION**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America for interim financial information and pursuant to
      the
      rules and regulations of the Securities and Exchange Commission. Accordingly,
      they do not include all of the information and footnotes required by generally
      accepted accounting principles for complete financial statements.





In
      the
      opinion of management, the unaudited condensed consolidated financial statements
      contain all adjustments consisting only of normal recurring accruals considered
      necessary to present fairly the Company's financial position at June 30, 2005,
      the results of operations for the three-month and six-month periods ended June
      30, 2005 and 2004, and cash flows for the six months ended June 30, 2005 and
      2004. The results for the period ended June 30, 2005 are not necessarily
      indicative of the results to be expected for the entire fiscal year ending
      December 31, 2005. These financial statement should be read in conjunction
      with
      the financial statements and notes for the year ended December 31, 2005
      appearing in the Company's annual report on Form 10-KSB as filed with the
      Securities and Exchange Commission.





Revenue
      Recognition - The Company generates two revenue streams: software development
      and digitalization of television signals.





Software
      development





We
      provide various information technology professional services to our customers
      based on a negotiated fixed-price time and materials contracts. We recognize
      services-based revenue from all of our contracts when the service has been
      performed, the customer has approved the completion of services and an invoice
      has been issued and collectibility is reasonably assured.





Digitalization
      of television signals





We
      entered into an agreement with Nanhai Network Company to assist the conversion of television signal from analog into digital by providing
      set-top-boxes (“STB”) and smart cards to the subscribers in Nanhai City on a
      loan basis. We are entitled to a portion of fees payable by the existing
      subscribers under a subscription agreement between the subscribers and the
      Nanhai Network Company. R evenue
      is
      recognized on a straight line basis in accordance with the terms of the
      subscription agreement. We also charge installation fees and sell STB and smart
      cards to new subscribers. Revenue arising from these services is recognized
      when
      the subscriber is invoiced for the STB and smart cards upon the completion
      of
      installation works.





The
      local
      government of Nanhai City also approved a grant of $1,209,482 each year for
      five
      years to finance the purchase of STB and smart cards for sale and loan to
      subscribers. The grant is recognized as revenue on receipt from the local
      government.





Management's
      Use of Estimates - The preparation of financial statements in conformity with
      accounting principles generally accepted in the United States requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosures of contingent assets and liabilities
      at
      the date of financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from those
      estimates.




Income
      Per Share - Basic income (loss) per share is computed by dividing income (loss)
      available to common shareholders by the weighted average number of common shares
      outstanding during the periods. Diluted income per share is computed similar
      to
      basic income (loss) per share except that the denominator is increased to
      include the number of additional common shares that would have been outstanding
      if the potential common shares had been issued and if the additional common
      shares were dilutive. There only potentially dilutive securities for the six
      months ended June 30, 2005 and 2004 were the 1,875,000 convertible preferred
      shares outstanding at June 30, 2005.




6
 *Index*




Property
      and equipment - Property
      and equipment are stated at cost, less accumulated depreciation. Expenditures
      for additions, major renewals and betterments are capitalized and expenditures
      for maintenance and repairs are charged to expense as incurred. Depreciation
      is
      provided on a straight-line basis, less estimated residual value over the
      assets’ estimated useful lives. The estimated useful lives are as
      follows:




STB
      and
      smart
      cards 5
      Years




Motor
      vehicles  10
      Years




Furniture,
      fixtures and equipment    5   Years




Long-lived
      assets - In
      accordance with Statement of Financial Accounting Standards No. 144, “Accounting
      for the impairment or disposal of Long-Lived Assets", long-lived assets and
      certain identifiable intangible assets held and used by the Company are reviewed
      for impairment whenever events or changes in circumstances indicate that the
      carrying amount of an asset may not be recoverable. For purposes of evaluating
      the recoverability of long-lived assets, the recoverability test is performed
      using undiscounted net cash flows related to the long- lived assets. The Company
      reviews long-lived assets to determine that carrying values are not
      impaired.




Fair
      value of financial instruments - Statement of Financial Accounting Standards
      No.
      107, "Disclosure About Fair Value of Financial Instruments," requires certain
      disclosures regarding the fair value of financial instruments. Trade accounts
      receivable, accounts payable, and accrued liabilities are reflected in the
      financial statements at fair value because of the short-term maturity of the
      instruments.





Foreign
      currency translation - The
      functional currency of China Digimedia Holdings Limited (“CDHL”) is Hong Kong
      Dollars and Arcotect (Guangzhou) Technology Limited (“AGTL”) is the Chinese
      Renminbi (“RMB”). Transactions denominated in Hong Kong Dollars and RMB are
      translated into United States dollars using year end exchange rates as to assets
      and liabilities and average exchange rates as to revenues and expenses. Capital
      accounts are translated at their historical exchange rates when the capital
      transaction occurred. Net gains and losses resulting from foreign exchange
      translations are included in the statements of operations and stockholder’s
      equity as other comprehensive income (loss). No translation differences were
      recorded for the six months ended June 30, 2005 and 2004.





**NOTE
      2 - SEGMENT INFORMATION**





We
      operate in three reportable segments, Digitalization of Television Signals,
      Software Development and Investment Holding. The accounting policies of the
      segments are the same as described in the summary of significant accounting
      policies. We evaluate segment performance based on income from operations.
      All
      inter-company transactions between segments have been eliminated. As a result,
      the components of operating income for one segment may not be comparable to
      another segment. The following is a summary of our segment information for
      the
      six months ended June 30, 2005 and 2004:




Digitalizationof
                Television
            
            Software
            
            InvestmentSignals
            
            Development
            
            Holding
            
            Total**2005**Revenues
            
            $
            2,273,243
            
            $
            7,782
            
            $
            23,258
            
            $
            2,304,283Gross
                profit
            
            
            2,072,945
            
            
            7,417
            
            
            23,257
            
            
            2,103,619Total
                assets
            
            
            8,998,598
            
            
            122,795
            
            
            46,144
            
            
            9,167,537Capital
                expenditure
            
            
            1,230,959
            
            
            0
            
            
            6,081
            
            
            1,237,040Depreciation
                and amortization
            
            
            546,180
            
            
            5,579
            
            
            2,452
            
            
            554,211**2004**Revenues
            
            $
            1,434,697
            
            $
            13,932
            
            $
            32,890
            
            $
            1,481,519Gross
                profit
            
            
            1,149,643
            
            
            13,235
            
            
            32,890
            
            
            1,195,768Total
                assets
            
            
            2,563,471
            
            
            775,251
            
            
            61,134
            
            
            3,399,856Capital
                expenditure
            
            
            1,430,572
            
            
            27,697
            
            
            15,820
            
            
            1,474,089Depreciation
                and amortization
            
            
            64,604
            
            
            3,963
            
            
            -
            
            
            68,567






7
 *Index*




**NOTE
      3 - COMMITMENTS AND CONTINGENCIES**





Employee
      benefits





Our
      full
      time employees in China are entitled to employee benefits including medical
      care, welfare subsidies, unemployment insurance and pension benefits through
      a
      Chinese government mandated multi-employer defined contribution plan. We are
      required to accrue for those benefits based on certain percentages of the
      employees’ salaries and make contributions to the plans out of the amounts
      accrued for medical and pension benefits. The total provision and contributions
      made for such employee benefits was $ 11,644  and
      $ 7,390 for
      the  six
      months ended June 30, 2005 and 2004, respectively. The Chinese government is
      responsible for the medical benefits and the pension liability to be paid to
      these employees.





We
      also
      operate a Mandatory Provident Fund plan (“the plan”) which is available to all
      employees in Hong Kong. Both of us and the employees are required to contribute
      5% (subject to an aggregate amount of $256) per month of the employees’ relevant
      income. Our contributions are 100% vested in the employees as soon as they
      are
      paid to the plan. Contributions to the plan are expensed as they become payable
      in accordance with the rules of the plan and amounted to $770 and $770 for
      the
      six months ended June 30, 2005 and 2004, respectively. The assets of the plan
      are held separately from those of ours and are managed by independent
      professional fund managers.





Operating
      leases commitments





We
      lease
      office space from third parties under two operating leases which expire on
      May
      31, 2005 and March 16, 2006 at monthly rental of $290 and $1,734. We also lease
      spaces for staff quarters from third parties under six operating leases which
      expire from May 1, 2005 to March 16, 2006 with total monthly rental of $1,076.
      Accordingly, for the six months ended June 30, 2005 and 2004, we recognized
      rental expense for these spaces in the amount of $ 9,361 and $6,763,
      respectively.





Capital
      commitments




According
      to the amended Articles of Association of AGTL, CDHL has to fulfill registered
      capital contributions of $5 million within two years from July 16, 2004. As
      of
      June 30, 2005, we have fulfilled $1,698,045 of the registered capital
      requirement and have registered capital commitments of $3,301,955.




**NOTE
      4 - COMMON STOCK AND RELATED PARTY TRANSACTIONS**





On
      January 18, 2005, we issued 20,000,000 shares of our restricted common stock,
      which was converted from 100,000 shares of preferred stock at a ratio of 200:1,
      to our President and Chief Executive Officer pursuant to the Plan of Exchange
      dated December 28, 2004. On May 5, 2005, we issued1,500,000 shares of our
      restricted common stock to our President and Chief Executive Officer pursuant
      to
      the same Plan of Exchange. These shares were issued in exchange for all of
      the
      shares of capital stock of China Digimedia Holdings Limited f/k/a Arcotect
      Digital Technology Limited, pursuant to the exchange thereto.





In
      addition, we issued 105 shares of common stock to various parties during the
      six
      months ended June 30, 2005 due to our rounding up of common shares on account
      of
      the reverse split. We also issued 6,586,500 common shares to six creditors
      during the six months ended June 30, 2005. These shares were issued under
      Regulation E with an aggregate consideration of $2,290,025 in debt principal
      in
      the form of 9% ninety-day promissory notes. On May 1, 2005, we extended these
      notes for an additional two months in return for an increase of three percentage
      points in the annual percentage interest rate under the notes. The notes were
      extended again on July 1, 2005 for an additional three months.





On
      June
      28, 2005, we issued 7,500 shares of our restricted common stock to a consultant
      for services retained. The shares were valued at the market on the date of
      issuance, or $4.30 per share, yielding an aggregate market value of $32,250.
      This expense is included in our accompanying financial statements.





During
      the six months ended June 30, 2005, we did not issue preferred stock.





8
 *Index*




**NOTE
      5 - SUBSEQUENT EVENTS**





As
      of May
      1, 2005, six obligors under an aggregate of $2,290,025 in principal amount
      of
      their 9% ninety-day promissory notes owing to us, which notes were delivered
      to
      us in connection with the obligors’ purchase of 6,586,500 shares of our common
      stock under its Regulation E offering which closed on February 7, 2005, are
      in
      default in their payment obligations.





We
      have
      agreed to an extension of the term of the notes for an additional two months
      in
      return for an increase of three percentage points (3%) in the annual percentage
      interest rate under the notes.





As
      of
      July 1, 2005 the 9% ninety-day promissory notes were again in payment default.
      After several negotiations, on August 8, 2005, we agreed to an extension of
      their term by three months from their extended due date. We have received
      US$971,123.99 in payments on account of these notes by the obligors as of the
      date hereof, which payments were contributed to our working
      capital.








On
      April
      18, 2005, our counsel informed us that Edward A. Roth, our former Chairman
      and
      President, as well as the consultant and manager of our former businesses in
      this country, had unilaterally, and without the approval or our consent,
      terminated the operations of the our three beauty salons located in South
      Florida, on or about February 7, 2005.





Such
      termination was not reported to us by Mr. Roth, and we did not find out about
      this bizarre action until our counsel spoke to an agent for one of the landlords
      on April 18, 2005. When we were confronted with this breach of contract and
      breach of fiduciary duty by Mr. Roth, the Board of Directors promptly discharged
      Mr. Roth as a consultant to all of our subsidiaries and as an officer of the
      same.





As
      previously reported, a Complaint, dated March 3, 2005, in the matter of RM
      Coral
      Palm Plaza, Ltd., a Florida limited partnership, Plaintiff, vs. Hairmax of
      Florida, Inc. f/k/a National Beauty Corporation, a Florida corporation, and
      Hairmax International, Inc., f/k/a National Beauty Corporation, a Nevada
      corporation, Defendants, was filed in the Circuit Court of the Seventeenth
      Judicial Circuit in and for Broward County, Florida. The Complaint arose out
      of
      an alleged breach of lease by defendants Hairmax of Florida, Inc. and Hairmax
      International, Inc., with respect to its operation of a hair salon located
      at
      2031 North University Drive, Coral Springs, Florida 33071.





On
      April
      15, 2005, the parties entered into a Settlement Agreement that provided that
      the
      litigation would be dismissed with prejudice in exchange for the payment by
      the
      Defendants of an aggregate amount equal to $15,000. It was agreed that payment
      would be made in an amount equal to $10,000 upon execution of the Settlement
      Agreement, with the remaining $5,000 being paid in two installments by September
      5, 2005.





On
      May
      24, 2005, a Complaint was filed against us, among others, in the United States
      District Court for the Southern District of New York, in a matter captioned
      as
“Ziegler, Ziegler & Associates LLP and Scott Ziegler, Plaintiffs, v. China
      Digital Media Corporation and John Does 1-10, Defendants.” In the Complaint, the
      Plaintiffs allege, among other things, that we and John Does 1-10 used Plaintiff
      Scott Zeigler’s e-mail address and Plaintiff Ziegler, Ziegler & Associates,
      LLP’s internet domain name to distribute promotional information about us over
      the internet. The Plaintiffs seek a several types of relief, including damages
      in an amount not less than $1,250,000. The file number of the civil action
      is 05
      CV 4960.





We
      contest the allegations of the Plaintiffs and have retained counsel admitted
      to
      practice in the U.S. District Court for the Southern District of New York to
      vigorously defend the action. We did not hire a stock promoter or a spammer
      to
      distribute promotional e-mails, and the emails themselves recited that they
      were
      paid for by one of our shareholders, and not by the Company or an affiliate.





9
 *Index*




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





We
      are
      hereby providing cautionary statements identifying important factors that could
      cause our actual results to differ materially from those projected in forward
      looking statements made in this quarterly report on Form 10-QSB. Any statements
      that express, or involve discussions as to, expectations, beliefs, plans,
      objectives, assumptions or future events or performance (often, but not always,
      through the use of words or phrases such as "likely will result," "are expected
      to," "will continue," "is anticipated," "estimated," "intends," "plans" and
      "projection") are not historical facts and may be forward-looking statements
      and
      involve estimates and uncertainties which could cause actual results to differ
      materially from those expressed in the forward-looking statements.





We
      caution that the factors described herein could cause actual results to differ
      materially from those expressed in any forward-looking statements and that
      the
      investors should not place undue reliance on any such forward-looking
      statements. Further, any forward-looking statement speaks only as of the date
      on
      which such statement is made, and we undertake no obligation to update any
      forward-looking statement to reflect events or circumstances after the date
      on
      which such statement is made or to reflect the occurrence of unanticipated
      events or circumstances. Consequently, no forward-looking statement can be
      guaranteed.





New
      factors emerge from time to time, and it is not possible for us to predict
      all
      such factors. Further, we cannot assess the impact of each such factor on our
      results of operations or the extent to which any factor, or combination of
      factors, may cause actual results to differ materially from those contained
      in
      any forward-looking statements.





**Overview**





China
      Digital Media Corporation was formerly known as HairMax International, Inc.
      (“Hairmax”),. a Nevada corporation. It was incorporated in Nevada in 1987.
      Arcotect Digital Technology Limited, a corporation organized under the laws
      of
      the Hong Kong SAR of the Peoples’ Republic of China, consummated a reverse
      merger with Hairmax in March, 2005, and Hairmax subsequently changed its name
      to
      China Digital Media Corporation, which is our corporate name. With the
      termination of the original businesses of Hairmax, all of China Digital Media
      Corporation’s businesses are now located mainly in China. Arcotect Digital
      Technology Limited has changed its name to China Digimedia Holdings Limited
      (“CDHL”), and is a wholly-owned subsidiary of our company..




Our
      business plan is to develop our operations so that they represent one of the
      fastest growing companies in the China broadcasting media and Cable TV industry.
      We have made substantial progress in reaching our goals to date. After the
      reverse merger, we have strengthened our management teams and committed
      ourselves to cover three areas of the media industry. These three areas are:
      Cable TV operations and Digital TV (“DTV”) technology development; TV Channel
      management and advertising sales; and TV program production and related content
      management services. To accomplish our growth objectives, we plan to utilize
      investment, mergers, acquisitions and alliance partnerships. In view of the
      rapid growth and potential opportunities of China's media industry, we will
      continue to invest our resources into our target media markets across China
      while looking for potential distribution partners in the United States and
      other
      countries.




CDHL
      and
      the China operating subsidiary Arcotect Technology (Guangzhou) Limited (“AGTL”)
      are the sole contractors and operators of digital television services in Nanhai,
      a city in the Guangdong province. The city of Nanhai has approximately 400,000
      paying Cable TV subscribers which it plans to migrate the television
      broadcasting system from analog to digital. Thus far, we have migrated more
      than
      100,000 subscribers from analog television to digital television by installing
      a
      digital STB into subscribers’ premises. As at the end of the second quarter of
      June 30, 2005, Nanhai Network Company offers 38 basic TV channels. By contrast,
      we offer 90 TV channels which are organized into eight packages; including
      “World Movie”, “Life & Leisure”, “World Sports”, “News Channel”, “Drama
      Channel 1”, “Drama Channel 2”, “Drama Channel 3” and ”Family Channel”. Since the
      Nanhai Government is undergoing a consolidation to regroup its 17 towns into
      fewer towns and municipalities, the migration process in these towns would
      be
      re-scheduled. As the consolidation will be completed in July of 2005, our
      migration schedule should be back on track soon. We also expect that
      subscription of additional TV packages will be increased accordingly. We
      schedule to migrate 100,000 more subscribers in the second half of 2005. The
      original date for completing the whole transformation of television broadcasting
      system for 400,000 subscribers is now extended for another six months to one
      year. We currently employ approximately 200 people to support the existing
      operations.





10
 *Index*




In
      May
      2005, we launched the Sunshine e-Government services. Sunshine e-Government
      is
      the first information service provided by the newly built Digital TV Data
      Broadcasting Platform for Nanhai Digital Television services. With a simple
      click using a remote control of the digital STB provided by AGTL, TV watchers
      can access to various kinds of government information including:




--
      Government structure and policy


--
      Social
      affairs and communications


--
      Public
      announcement and government-to-citizen procedures




Sunshine
      e-Government is one of the services provided through our TV data broadcasting
      platform under our Nanhai investment agreement with the government. We
      anticipate that commercial services could be launched after the general
      acceptance of the Sunshine e-Government service. The company is currently
      researching on adding new features to current and future STB for providing
      more
      applications to the subscribers. Partnerships with several vendors are being
      negotiated for developing services under our TV data broadcasting
      platform.





Because
      of our forthcoming investment projects, we have appointed Mr. Tung ZhiYong
      as
      Consultant to advise on program production and acquisition. Mr. Tung was a
      Vice
      President of Guangdong Television Station before retired in 2004. In his over
      40
      years’ experience in the industry, he has produced more than 1,000 episodes of
      television programs, movies and series under his supervision and directorship
      as
      well as having won several national television awards in China. We will continue
      to appoint more qualified consultants to assist in our investments, broadcasting
      operations and programs production.





At
      present, some of our targeted businesses are subject to certain restrictions
      in
      the PRC. In order to enable us to invest in certain media sectors such as TV
      advertising and contents production before related regulations and policies
      are
      opened up to foreign investors, we have strategically partnered with a Chinese
      registered company, Guangdong HuaGuang DigiMedia Culture Development Limited
      (“Guangdong HuaGuang”), formerly known as Guangdong Pukonyi Culture Development
      Limited, to hold investments in programs production and advertising operations
      on our behalf. We anticipate that this arrangement will be continued until
      the
      relaxation of broadcasting policy in China. Before transferring entire equity
      interest in Guangdong HuaGuang to us according to the Alliance Agreement, we
      shall control and manage the operations of Guangdong HuaGuang and receive 90%
      of
      its gross profit through various level of agreements signed between our
      subsidiaries in China and Guangdong HuaGuang. We have been advised by our
      Chinese counsel that these arrangements are necessary because we, a Nevada
      corporation, are considered a foreign company for the purposes of Chinese
      foreign investment laws.




**RESULTS
      OF OPERATIONS**





**Net
      Income**





We
      had
      net income of $705,651 and $1,143,504, or $.02 and $.04 per common share for
      the
      three months and six months periods ended June 30, 2005, respectively, compared
      to the net income of $511,411 and $883,254, or $.03 and $.07 for the same
      periods ended June 30, 2004, respectively. The change in net income was
      primarily due to an increase in sale from new TV subscribers, and the share
      of
      revenue from commercial TV subscribers and related gross profit.





**Earnings
      before interest, tax, depreciation and amortization
      (“EBITDA”)**





EBITDA
      for the three months and six months ended June 30, 2005 was $996,975 and
      $1,697,766, respectively. The increase of $442,252, or 80%, from $554,723 for
      the three months ended June 30, 2004 was due primarily to the increase in total
      revenue and gross profit margin.





11
 *Index*




**Sales**





Revenues
      increased by $488,601or 59% from $822,210 for the three months ended June 30,
      2004 to $1,310,811 for the same period ended June 30, 2005. For the six months
      ended June 30, 2005, we recorded total revenues of $2,304,283, compared to
      total
      revenues of $1,481,519 for the same period ended June 30, 2004. The increase
      was
      primarily due to increase in number of TV subscribers, sales of Pay-TV and
      increased revenue from commercial accounts of digitalization of television
      signals in the second quarter of 2005 compared to the comparable period in
      2004.





Gross
      profit margins increased from 78% during the three months ended June 30, 2004
      to
      94% during the three months ended June 30, 2005. The increase was mainly
      attributable to the revenue sharing of commercial accounts. Due to the delay
      of
      migration schedule, sales of STB and cost of goods sold decreased
      accordingly.





**Expenses**





Selling,
      general, administrative and depreciation and amortization expenses for the
      three
      months ended June 30, 2005 increased by $394,869 or 303% to $525,272 in
      comparison with the three month period ended June 30, 2004. Selling, general,
      administrative and depreciation and amortization expenses were $960,064 for
      the
      six months ended June 30, 2005, increased by $647,071, compared to the same
      period ended June 30, 2004. Selling, general and administrative expenses
      increased by $147,058 due to increase in business activities to support
      increased revenue, appointment of additional personnel for the development
      of
      new value-added business and the negotiation of new business in TV drama
      production and related activities. Depreciation and amortization increased
      by
      $247,811, due to further purchase of STB for the migration of analog TV into
      digital TV project in Nanhai. We anticipate depreciation and amortization
      expenses will continue to increase until the whole of 400,000 existing TV
      subscribers are digitalized.





**Liquidity
      and Capital Resources**





On
      June
      30, 2005, we had cash of $66,551 and a working capital deficit of $1,603,438.
      This compares with cash of $160,177 and a working capital deficit of $2,215,939
      at December 31, 2004. The decrease in cash and increase in working capital
      deficit was due to receivable collections from Nanhai Network Company scheduled
      to begin from June 2005 and substantial investments in STBs and smart
      cards.





Operating
      activities had a net generation of cash in the amount of $634,489 during the
      six
      months ended June 30, 2005 reflecting an excess of revenues over expenditure
      and
      increased depreciation as mentioned above.





Net
      cash
      used in investing activities for the six months ended June 30, 2005 was
      $1,237,040 as compared with net cash used in investing activities of $1,474,089
      for the six months ended June 30, 2004. The decrease in net cash used in
      investing activities is attributable to fewer purchases of property and
      equipment during the six months ended June 30, 2005 compared to the comparable
      period in 2004.





Net
      cash
      provided by financing activities for the six months ended June 30, 2005 was
      $508,925 as compared with net cash provided by financing activities of $972,370
      for the six months ended June 30, 2004. The decrease in net cash provided by
      financing activities is attributable to no proceeds from shareholder loan
      payable in 2005 compared to a large infusion in 2004.





Receivable
      collections from Nanhai Network Company are scheduled to begin from June 2005.
      The Company's investment in STBs and smart cards account for the substantial
      accounts payable at June 30, 2005. For liquidity and cash requirements, the
      board has considered bank loan or issuance of new shares for supportive
      funding.





12
 *Index*




**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





We
      do not
      have any material risk with respect to changes in foreign commodities prices
      or
      interest rates. We do not believe that we have any other relevant market risk
      with respect to the categories intended to be discussed in this item of this
      report.





**Concentrations
      and Risks**





During
      2005 and 2004, 99% of the Company's assets were located in China and 100% of
      the
      Company's revenues were derived from customers in China.





The
      Company relied on one supplier for approximately 85% of its purchases in 2005.
      As of June 30, 2005, accounts payable to this supplier amounted to
      $3,680,987.





In
      2005
      and 2004, the Company did not derive revenue from any one customer for more
      than
      10% of its total revenue.





**ITEM
      4. CONTROLS AND PROCEDURES**





**Quarterly
      Evaluation of Controls**





As
      of the
      end of the period covered by this quarterly report on Form 10-QSB, we evaluated
      the effectiveness of the design and operation of (i) our disclosure controls
      and
      procedures ("Disclosure Controls"), and (ii) our internal control over financial
      reporting ("Internal Controls"). This evaluation ("Evaluation") was performed
      by
      our President and Chief Executive Officer, Daniel Ng ("CEO") and Lui Chi Keung,
      our Chief Financial Officer ("CFO"). In this section, we present the conclusions
      of our CEO and CFO based on and as of the date of the Evaluation, (i) with
      respect to the effectiveness of our Disclosure Controls, and (ii) with respect
      to any change in our Internal Controls that occurred during the most recent
      fiscal quarter that has materially affected, or is reasonably likely to
      materially affect our Internal Controls.





**CEO
      and CFO Certifications**





Attached
      to this annual report, as Exhibits 31.1 and 31.2, are certain certifications
      of
      the CEO and CFO, which are required in accordance with the Exchange Act and
      the
      Commission's rules implementing such section (the "Rule 13a-14(a)/15d-14(a)
      Certifications"). This section of the annual report contains the information
      concerning the Evaluation referred to in the Rule 13a-14(a)/15d-14(a)
      Certifications. This information should be read in conjunction with the Rule
      13a-14(a)/15d-14(a) Certifications for a more complete understanding of the
      topic presented.





**Disclosure
      Controls and Internal Controls**





Disclosure
      Controls are procedures designed with the objective of ensuring that information
      required to be disclosed in our reports filed with the Commission under the
      Exchange Act, such as this annual report, is recorded, processed, summarized
      and
      reported within the time period specified in the Commission's rules and forms.
      Disclosure Controls are also designed with the objective of ensuring that
      material information relating to the Company is made known to the CEO and the
      CFO by others, particularly during the period in which the applicable report
      is
      being prepared. Internal Controls, on the other hand, are procedures which
      are
      designed with the objective of providing reasonable assurance that (i) our
      transactions are properly authorized, (ii) the Company's assets are safeguarded
      against unauthorized or improper use, and (iii) our transactions are properly
      recorded and reported, all to permit the preparation of complete and accurate
      financial statements in conformity with accounting principals generally accepted
      in the United States.





13
 *Index*




**Limitations
      on the Effectiveness of Controls**





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





**Scope
      of the Evaluation**





The
      CEO
      and CFO's evaluation of our Disclosure Controls and Internal Controls included
      a
      review of the controls' (i) objectives, (ii) design, (iii) implementation,
      and
      (iv) the effect of the controls on the information generated for use in this
      annual report. In the course of the Evaluation, the CEO and CFO sought to
      identify data errors, control problems, acts of fraud, and they sought to
      confirm that appropriate corrective action, including process improvements,
      was
      being undertaken. This type of evaluation is done on a quarterly basis so that
      the conclusions concerning the effectiveness of our controls can be reported
      in
      our quarterly reports on Form 10-QSB and annual reports on Form 10-KSB. The
      overall goals of these various evaluation activities are to monitor our
      Disclosure Controls and our Internal Controls, and to make modifications if
      and
      as necessary. Our external auditors also review Internal Controls in connection
      with their audit and review activities. Our intent in this regard is that the
      Disclosure Controls and the Internal Controls will be maintained as dynamic
      systems that change (including improvements and corrections) as conditions
      warrant.





Among
      other matters, we sought in our Evaluation to determine whether there were
      any
      significant deficiencies or material weaknesses in our Internal Controls, which
      are reasonably likely to adversely affect our ability to record, process,
      summarize and report financial information, or whether we had identified any
      acts of fraud, whether or not material, involving management or other employees
      who have a significant role in our Internal Controls. This information was
      important for both the Evaluation, generally, and because the Rule
      13a-14(a)/15d-14(a) Certifications, Item 5, require that the CEO and CFO
      disclose that information to our Board (audit committee), and to our independent
      auditors, and to report on related matters in this section of the annual report.
      In the professional auditing literature, "significant deficiencies" are referred
      to as "reportable conditions". These are control issues that could have
      significant adverse affect on the ability to record, process, summarize and
      report financial data in the financial statements. A "material weakness" is
      defined in the auditing literature as a particularly serious reportable
      condition where the internal control does not reduce, to a relatively low level,
      the risk that misstatement cause by error or fraud may occur in amounts that
      would be material in relation to the financial statements and not be detected
      within a timely period by employee in the normal course of performing their
      assigned functions. We also sought to deal with other controls matters in the
      Evaluation, and in each case, if a problem was identified; we considered what
      revisions, improvements and/or corrections to make in accordance with our
      ongoing procedures.





**Conclusions**





Based
      upon the Evaluation, the Company's CEO and CFO have concluded that, subject
      to
      the limitations noted above, our Disclosure Controls are effective to ensure
      that material information relating to the Company is made known to management,
      including the CEO and CFO, particularly during the period when our periodic
      reports are being prepared, and that our Internal Controls are effective to
      provide reasonable assurance that our financial statements are fairly presented
      inconformity with accounting principals generally accepted in the United States.
      Additionally, there has been no change in our Internal Controls that occurred
      during our most recent fiscal quarter that has materially affected, or is
      reasonably likely to affect, our Internal Controls.





14
 *Index*




**PART
      II. OTHER INFORMATION**





**Item
      1. Legal Proceedings**





As
      previously reported, a Complaint, dated March 3, 2005, in the matter of RM
      Coral
      Palm Plaza, Ltd., a Florida limited partnership, Plaintiff, vs. Hairmax of
      Florida, Inc. f/k/a National Beauty Corporation, a Florida corporation, and
      Hairmax International, Inc., f/k/a National Beauty Corporation, a Nevada
      corporation, Defendants, was filed in the Circuit Court of the Seventeenth
      Judicial Circuit in and for Broward County, Florida. The Complaint arose out
      of
      an alleged breach of lease by defendants Hairmax of Florida, Inc. and Hairmax
      International, Inc., with respect to its operation of a hair salon located
      at
      2031 North University Drive, Coral Springs, Florida 33071.





On
      April
      15, 2005, the parties entered into a Settlement Agreement that provided that
      the
      litigation would be dismissed with prejudice in exchange for the payment by
      the
      Defendants of an aggregate amount equal to $15,000. It was agreed that payment
      would be made in an amount equal to $10,000 upon execution of the Settlement
      Agreement, with the remaining $5,000 being paid in two installments by September
      5, 2005.





On
      May
      24, 2005, a Complaint was filed against us, among others, in the United States
      District Court for the Southern District of New York, in a matter captioned
      as
“Ziegler, Ziegler & Associates LLP and Scott Ziegler, Plaintiffs, v. China
      Digital Media Corporation and John Does 1-10, Defendants.” In the Complaint, the
      Plaintiffs allege, among other things, that we and John Does 1-10 used Plaintiff
      Scott Zeigler’s e-mail address and Plaintiff Ziegler, Ziegler & Associates,
      LLP’s internet domain name to distribute promotional information about us over
      the internet. The Plaintiffs seek a several types of relief, including damages
      in an amount not less than $1,250,000. The file number of the civil action
      is 05
      CV 4960.





We
      contest the allegations of the Plaintiffs and have retained counsel admitted
      to
      practice in the U.S. District Court for the Southern District of New York to
      vigorously defend the action. We did not hire a stock promoter or a spammer
      to
      distribute promotional e-mails, and the emails themselves recite that they
      were
      paid for by a shareholder of our Company, and not by the Company or an
      affiliate..




**Item
      2. Changes in Securities**





On
      January 18, 2005, we issued 20,000,000 shares of our restricted common stock,
      which was converted from 100,000 shares of preferred stock at a ratio of 200:1,
      to our President and Chief Executive Officer pursuant to the Plan of Exchange
      dated December 28, 2004. On May 5, 2005, we issued 1,500,000 shares of our
      restricted common stock to our President and Chief Executive Officer pursuant
      to
      the same Plan of Exchange. These shares were issued in exchange for all of
      the
      shares of capital stock of Arcotect Digital Technology Limited pursuant to
      the
      exchange thereto.





In
      addition, we issued 105 shares of common stock to various parties during the
      six
      months ended June 30, 2005 due to our rounding up of common shares on account
      of
      the reverse split. We also issued 6,586,500 common shares to six creditors
      during the six months ended June 30, 2005. These shares were issued under
      Regulation E with an aggregate consideration of $2,290,025 in debt principal
      in
      the form of 9% ninety-day promissory notes. We extended these notes for an
      additional two months in return for an increase of three percentage points
      in
      the annual percentage interest rate under the notes.




15
 *Index*





**Item
      3. Defaults Upon Senior Securities**





None.





**Item
      4. Submission of Matters to a Vote of Security Holders**





None.





**Item
      5. Other Information**





We
      report
      that Daniel Ng, our Chairman, acquired 1,750,000 shares of common stock,
      representing 5.8% of the 30,163,343 shares of common stock outstanding as of
      August 5, 2005, from Edward A. Roth, the former Chaiman of Hairmax
      International, Inc., pursuant


to
      the
      terms of the Plan of Exchange, dated December 28, 2004. The certificate for
      these shares had been indorsed in blank with stock powers attached, and Mr.
      Ng
      finally exercised his right to acquire these shares on May 11,
      2005.





**Item
      6. Exhibits and Reports on Form 8-K**





(a)
            Exhibits
                are incorporated by reference.


(b)
            On
                April 12, 2005, we filed an 8-K to report the completion of acquisition
                of
                Arcotect Digital Technology, Ltd., a corporation organizedand
                existing under the laws of the Hong Kong SAR of the Peoples’ Republic of
                China ("Arcotect").


(c)
            On
                April 21, 2005, we filed an 8-K to announce the settlement with RM
                Coral
                Palm Plaza, Ltd in connection with the lease
                breach.


(d)
            On
                April 21, 2005, we filed an 8-K to report Edward A. Roth, the former
                Chairman and President, as well as the consultant and managerof
                our businesses in the US, had unilaterally, and without our approval
                or
                consent, terminate the operations of several of our businesseslocated
                in the U.S.


(e)
            On
                April 26, 2005, we filed an amendment of a current report on Form
                8-K/A to
                report the audited financial statements of Arcotect, thenew
                subsidiary acquired as of March 31,
                2005..


(f)
            On
                May 9, 2005, we filed an 8-K regarding the extension of the terms
                of
                Promissory Notes dated May 1, 2005.


(g)
            On
                May 31, 2005, we filed an 8-K regarding a complaint that we received
                as
                discussed above in item 1of this part
                herein.


(h)
            On
                June 20, 2005, we filed an 8-K to announce that we entered into a
                Strategic Alliance Agreement with Guangdong Pukonyi CultureDevelopment
                Limited, a limited liability company organized and existing under
                the laws
                of the Peoples’ Republic of China (“Pukonyi”),to
                act as an exclusive service provider to
                Pukonyi.


(i)
            On
                June 30, 2005, we filed an 8-K to report the investment in television
                production called “The Story of a Small Town” throughPukonyi.


(j)
            On
                July 5, 2005, we filed an 8-K to report the investment in television
                production called “Xiguan Affairs” through
                Pukonyi.


(k)
            On
                July 20, 2005, we filed an 8-K to report that China DigiMedia Holdings
                Limited, our Hong Kong subsidiary ("China DigiMedia"),entered
                into a Shares Transfer Agreement with Mr. Wu and Mr. Huang, residents
                of
                mainland China and the sole shareholders ofGuangdong
                M-Rider Media Company Limited, a limited liability company organized
                and
                existing under the laws of the Peoples’Republic
                of China (“Guangdong M-Rider”), pursuant to which China DigiMedia will
                acquire all of the issued and outstanding capitalshares
                of Guangdong M-Rider through an
                agent.


(l)
            On
                July 21, 2005, we filed an 8-K to report the changes in our certifying
                accountant.


(m)
            On
                August 10, 2005, we filed an 8-K regarding the extension of the terms
                of
                Promissory Notes dated May 1, 2005.






16
 *Index*




**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned, thereunto
      duly authorized.






**CHINA
                DIGITAL MEDIA CORPORATION**
              (Registrant)Date: August
              11, 2005
            By:
            /s/ Lui
              Chi KeungLui
                Chi Keung
              Chief
                Financial Officer




Date: August 11, 2005
            By:
            /s/ Daniel NgDaniel Ng
              Chief Executive Officer




17