UNITED STATES
                       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 SEPTEMBER 30, 2006

[    ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

               FOR THE TRANSITION PERIOD FROM ________ TO ________

                         Commission file number: 0-30430


                              INTERMOST CORPORATION
        (Exact name of small business issuer as specified in its charter)


        Wyoming                                             87-0418721
--------------------------------         ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)


             31st Floor, B31-23 Guomao Building, Renmin Rd. (South)
                   Shenzhen, People's Republic of China 518014
            ---------------------------------------------------------
                    (Address of principal executive offices)

                               (86) 755-8221-0238
                        --------------------------------
                         (Registrant's telephone number,
                              including area code)


                                 Not applicable
               ---------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     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 [
]


     As of November 9, 2006, the issuer had 173,290,278  shares of common stock,
US$0.001 par value, issued and outstanding.


Transitional Small Business Disclosure Format. Yes [ ] No [x]

<PAGE>




                     INTERMOST CORPORATION AND SUBSIDIARIES

This Quarterly  Report on Form 10-QSB for the quarterly  period ended  September
30,  2006  contains  "forward-looking  statements",  including  statements  that
include the words "believes", "expects",  "anticipates", or similar expressions.
These  forward-looking  statements  include,  but are not limited to, statements
concerning   the   Company's   expectations   regarding   its  working   capital
requirements,  financing requirements,  business prospects, and other statements
of expectations,  beliefs,  future plans and strategies,  anticipated  events or
trends,  and similar  expressions  concerning  matters  that are not  historical
facts.  The  forward-looking  statements in this Quarterly Report on Form 10-QSB
for the  quarterly  period ended  September  30, 2006 involve  known and unknown
risks,  uncertainties  and other  factors  that could cause the actual  results,
performance  or  achievements  of the  Company to differ  materially  from those
expressed  in or implied by the  forward-looking  statements  contained  herein.
Except as required by law,  the Company  undertakes  no  obligation  to publicly
release the results of any revisions to these  forward-looking  statements  that
may be made to reflect any future events or circumstances.


                                      INDEX



                                                                        Page
                                                                       Number


PART I - FINANCIAL INFORMATION

    Item 1.  Financial Statements

       Condensed Consolidated Balance Sheets -
            June 30, 2006 and September 30, 2006 (Unaudited)               3

       Condensed Consolidated Statements of Operations (Unaudited)
            Three Months ended September 30, 2005 and 2006                 4

       Condensed Consolidated Statements of Cash Flows (Unaudited)
             Three Months ended September 30, 2005 and 2006                5

       Notes to Condensed Consolidated Financial Statements
            Three Months Ended  September 30, 2005 and 2006                6

    Item 2.  Management's Discussion and Analysis or Plan of
           Operation                                                      12

I   Item 3.  Controls and Procedures                                      19

PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings                                           20

     Item 2  Unregistered Sales of Equity Securities and Use of
             Proceeds                                                     20

     Item 3  Defaults Upon Senior Securities                              20

     Item 4  Submission of Matters to a Vote of Security Holders          20

     Item 5  Other Information                                            20

     Item 6.  Exhibits                                                    20


SIGNATURES                                                                21


<PAGE>



                     INTERMOST CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>

                                                                                September 30, 2006
                                                         June 30, 2006              (unaudited)
                                                              RMB              RMB                 US$
                                                     ASSETS
<S>                                                  <C>                    <C>                <C>

Current Assets
  Cash and cash equivalents                            5,617,182            10,408,883         1,283,463
  Accounts receivable, including RMB37,695,925
    (US$4,648,079) from related companies at
    September 30, 2006                                68,381,831            49,820,634         6,143,111
  Inventories                                          1,026,078             2,321,493           286,251
  Security bond deposit                                        -             8,110,000         1,000,000
  Stock in custodian                                   9,488,700             9,488,700         1,170,000
  Short-term Loan                                      4,867,200                     -                 -
  Deposits, prepayments and other receivables          6,765,699            25,278,711         3,116,980
  Short-term investment                                2,806,560             2,806,560           346,062
  Total current assets                                98,953,250           108,234,981        13,345,867

Other Assets
  Unlisted investment                                  4,817,271             4,817,271           593,991
  Property and equipment, net                            412,639               473,796            58,421
  Investment in an associated company                  8,676,426             8,649,826         1,066,563
  Goodwill, net                                       24,424,893            17,152,456         2,114,976
  Intangible assets, net                                 878,851               813,693           100,332

       Total assets                                  138,163,330           140,142,023        17,280,150


                            LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                       279,458               319,489            39,394
  Accrued liabilities and other payables               1,438,509             5,366,516           661,716
  Customer deposits                                    1,201,828             1,270,827           156,699
  Deferred revenue                                       195,287               122,955            15,161

  Business taxes and government surcharges payable     9,610,836             9,494,852         1,170,758
       Total current liabilities                      12,725,918            16,574,639         2,043,728

Minority Interests                                    33,551,110            33,540,752         4,135,727

Commitments and Contingencies

Shareholders' Equity
Preferred stock, par value US$0.001 per share
  Authorized - 5,000,000 shares
  Issued and outstanding - None                               -                     -                 -
Common stock, par value US$0.001 per share
Authorized - 500,000,000 shares

  Issued and outstanding --- 153,290,278 shares at
  June 30, 2006 and September 30, 2006                1,243,188             1,243,188           153,291

Less : Subscription receivable                                -                     -                 -
Additional paid-in capital                          176,115,082           184,062,882        22,695,793
Shares to be issued                                           -               162,200            20,000
Accumulated deficit                                 (86,707,681)          (96,677,351)      (11,920,758)
Accumulated other comprehensive loss                  1,235,713             1,235,713           152,369
Total shareholders' equity                           91,886,302            90,026,632        11,100,695
Total liabilities, minority interests and
        Shareholders' equity                        138,163,330           140,142,023        17,280,150
</TABLE>


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                       3
<PAGE>


                     INTERMOST CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

<TABLE>

                                                                Three months ended Sept 30,
                                                      2005                                       2006
                                                       RMB                                RMB            US$
<S>                                                  <C>                        <C>                   <C>



Net revenue                                              28,368,087                  2,274,038            280,399
Cost of revenues                                       (19,834,112)                (2,114,828)          (260,768)
                                                  ------------------          -----------------   ----------------
                                                  ------------------          -----------------   ----------------
Gross profit                                              8,533,975                    159,210             19,632
                                                  ------------------          -----------------   ----------------
                                                  ------------------          -----------------   ----------------
Costs and expenses:
Selling, general and administrative expenses            (4,358,063)                (2,814,181)          (347,001)
Impairment of goodwill                                            -                (7,272,437)          (896,725)
Amortization of intangible assets                       (1,193,013)                   (65,157)            (8,034)
                                                  ------------------          -----------------   ----------------
                                                  ------------------          -----------------   ----------------
Total costs and expenses                                (5,551,076)               (10,151,775)        (1,251,760)
                                                  ------------------          -----------------   ----------------
                                                  ------------------          -----------------   ----------------

Income / (loss) from operations                           2,982,899                (9,992,565)        (1,232,128)
Interest income                                               2,401                     14,785              1,823
Loan interest income                                             53                     96,010             11,837
Investment income / (loss)                                  755,680                   (28,461)            (3,509)
Other income net                                              3,588                      (505)               (62)
                                                  ------------------          -----------------   ----------------
                                                  ------------------          -----------------   ----------------
Income before income taxes,
    minority interests and equity in
    earnings of associated companies                      3,744,621                (9,910,736)        (1,222,039)
Income taxes                                            (1,265,595)                   (42,690)            (5,264)
                                                  ------------------          -----------------   ----------------
                                                  ------------------          -----------------   ----------------

Income before minority interests and equity in
  earnings of an associated companies                     2,479,026                (9,953,426)        (1,227,303)
Minority interests                                      (3,579,509)                     10,358              1,277
                                                  ------------------          -----------------   ----------------
                                                  ------------------          -----------------   ----------------
Income (loss) before equity in earnings of
    associated companies                                (1,100,483)                (9,943,068)        (1,226,027)
Equity in earnings of associated
    Companies                                              (79,903)                   (26,600)            (3,280)

                                                  ------------------          -----------------   ----------------
                                                  ------------------          -----------------   ----------------


Net (loss)                                              (1,180,386)                (9,969,668)        (1,229,306)
                                                  ==================          =================   ================
                                                  ==================          =================   ================



Net loss per common share-basic and diluted                 (0.012)                    (0.065)            (0.008)
                                                  ==================          =================   ================
                                                  ==================          =================   ================

Weighted average number of common shares
  outstanding-basic and diluted                          95,050,010                153,290,278        153,290,278
                                                  ==================          =================   ================
</TABLE>


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                       4
<PAGE>



                     INTERMOST CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>

                                                                   Three Months Ended Sept 30,
                                                             2005              2006             2006
<S>                                                       <C>                 <C>              <C>


                                                                                RMB                 RMB
US$
Cash flows from operating activities:
Net loss                                                 (1,160,386)         (9,969,668)      (1,229,306)
 Adjustments to reconcile net income (loss) to net
 cash used in operating activities:
Common stock reserved and to be issued in exchange
     for services                                          5,354,377                   -                -
 Impairment of goodwill                                            -           7,272,437          896,725
Amortization of intangible assets                          1,193,013              65,157            8,034
Equity in earnings of associated companies                    79,903              26,600            3,280
Depreciation                                                  32,609              59,644            7,354
Minority interests                                         3,579,509            (10,358)          (1,277)
(Increase) decrease in operating assets -
Accounts receivable                                        1,919,934          18,561,197        2,288,680
Inventories                                                 (58,328)         (1,295,415)        (159,730)
Deposits, prepayments and other receivables                 (73,838)        (18,513,012)      (2,282,739)
Increase (decrease) in operating liabilities -
Accounts payable                                        (10,528,713)              40,030            4,936
Accrued liabilities and other payables                   (2,569,565)           3,928,007          484,341
Customer deposits                                            288,610              68,999            8,508
Deferred revenue                                             (9,776)            (72,332)          (8,919)
 Business taxes and government surcharges payable          1,270,615           (115,985)         (14,301)
                                                     ----------------    ----------------    -------------
                                                     ----------------    ----------------    -------------
Net cash (used in) provided by operating activities        (682,036)              45,301            5,586
                                                     ----------------    ----------------    -------------
                                                     ----------------    ----------------    -------------
Cash flows from investing activities:
 Acquisition of plant and equipment                         (20,450)           (120,800)         (14,895)
Increase in amount due from related companies              (230,000)                   -                -
 Repayment of short-term loan                                      -           4,867,200          600,148
                                                     ----------------    ----------------    -------------
Net cash provided by investing activities                  (250,450)           4,746,400          585,253
                                                     ----------------    ----------------    -------------
                                                     ----------------    ----------------    -------------
Cash flows from financing activities:
Increase in security bond                                          -         (8,110.000)      (1,000,000)
Net proceeds from issuance of common stock                 8,526,966           8,110,000        1,000,000
                                                     ----------------    ----------------    -------------
                                                     ----------------    ----------------    -------------
Net cash provided by financing activities                  8,526,966                   -                -
                                                     ----------------    ----------------    -------------
                                                     ----------------    ----------------    -------------
Accumulated other comprehensive loss                     (1,164,792)                   -                -
Cash and cash equivalents:
Net increase (decrease)                                    6,429,688           4,791,701          590,839
Balance at beginning of period                             1,116,365           5,617,182          692,624
                                                     ----------------    ----------------    -------------
                                                     ----------------    ----------------    -------------
Balance at end of period                                   7,546,053          10,408,883        1,283,463
                                                     ================    ================    =============

Supplemental cash flow information:
Cash paid for interest                                             -                   -                -
Cash paid for income taxes                                         -                   -                -
Non-cash investing and financing activities:
Receivable from issuance of common stock                   8,110,000                   -                -
Issuance of reserved common stock                             22,832                   -                -
Issuance of common stock for service                       5,354,377                   -                -
Acquisition of subsidiaries:
Non-cash assets acquired                                           -                   -                -
Liabilities assumed in acquisition                                 -                   -                -
Issuance of common stock                                           -                   -                -
                                                     ================    ================    =============

</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements


                                       5
<PAGE>

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                 THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2006


1.          ORGANIZATION AND BASIS OF PRESENTATION

The  condensed  consolidated  financial  statements  include the accounts of the
Intermost  Corporation (the "Company") and its majority-owned  subsidiaries,  of
which the Company has the ability to exercise control and direct  operations and
the  minority  interests  do not  possess  participatory  rights.  All  material
intercompany balances and transactions have been eliminated on consolidation.

The condensed consolidated financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America.

The  condensed  consolidated  financial  statements  are  unaudited,  but in the
opinion of management  of the Company,  contain all  adjustments,  which include
normal recurring adjustments, necessary to present fairly the financial position
at September  30,  2006,  the results of  operations  for the three months ended
September  30,  2006 and 2005,  and the cash  flows for the three  months  ended
September  30, 2006 and 2005.  The balance  sheet as of June 30, 2006 is derived
from the Company's audited financial statements included in the Company's Annual
Report on Form 10-KSB for the fiscal year ended June 30, 2006.

Certain  information  and footnote  disclosures  normally  included in financial
statements  that  have been  prepared  in  accordance  with  generally  accepted
accounting  principles have been condensed or omitted  pursuant to the rules and
regulations of the Securities and Exchange  Commission,  although  management of
the  Company  believes  that  the  disclosures   contained  in  these  financial
statements  are  adequate  to  make  the  information   presented   therein  not
misleading.  For further information,  refer to the financial statements and the
notes  thereto  included in the  Company's  Annual Report on Form 10-KSB for the
fiscal  year ended June 30,  2006,  as filed with the  Securities  and  Exchange
Commission.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities,  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.  Actual  results
could differ from those estimates.

The results of operations for the three months ended  September 30, 2006 are not
necessarily  indicative of the results of operations to be expected for the full
fiscal year ending June 30, 2007.


2. NET INCOME (LOSS) PER COMMON SHARE

Statement of  Financial  Accounting  Standards  No. 128,  "Earnings  Per Share",
requires  presentation  of basic  earnings per share  ("Basic  EPS") and diluted
earnings per share ("Diluted EPS").  Basic earnings (loss) per share is computed
by dividing  earnings  (loss)  available to common  stockholders by the weighted
average  number of common  shares  outstanding  (including  shares  reserved for
issuance)  during the period.  Diluted  earnings  per share gives  effect to all
dilutive  potential common shares outstanding during the period. The Company did
not have any potentially dilutive securities outstanding during the three months
ended September 30, 2005 and 2006.  Accordingly,  basic and diluted earnings per
share are the same for all periods presented.

3. FOREIGN CURRENCY TRANSLATION

The Company maintains its books and records in Renminbi ("Rmb"), the currency of
the People's Republic of China (the "PRC"). The Rmb is the Company's  functional
currency,  as the  Company's  business  activities  are  located  in the PRC and
denominated in Rmb.  Translation  of amounts into United States dollars  ("US$")
has  been  made at the  rate of  Rmb8.11  to  US$1.00.  The  translation  of the
financial statements of subsidiaries whose functional  currencies are other than
Rmb into Rmb is performed for balance  sheet  accounts  using  closing  exchange
rates in effect at the balance  sheet date and for revenue and expense  accounts
using an average exchange rate during each reporting period. The gains or losses
resulting from  translation are included in stockholders'  equity  separately as
accumulated other comprehensive loss.

Transactions in currencies  other than functional  currencies  during the period
are translated into the respective functional currencies at the applicable rates
of exchange  prevailing  at the time of the  transactions.  Monetary  assets and
liabilities  denominated  in currencies  other than  functional  currencies  are
translated into the respective  functional currencies at the applicable rates of
exchange in effect at the  balance  sheet  date.  Exchange  gains and losses are
included in the statement of operations. On July 21, 2005, Rmb was revalued from
Rmb 8.28 to Rmb8.11 for US$1  following  the removal of the peg to the US dollar
and pressure for the United  States,  therefore,  exchange gains and losses were
significant  for the three months ended  September 30, 2006 and for period ended
September 30, 2005.

                                       6
<PAGE>

The  Rmb is not  readily  convertible  into  US$ or  other  foreign  currencies.
Translation of amounts from Rmb into US$ is for the  convenience of readers.  No
representation  is made  that the Rmb  amounts  could  have  been,  or could be,
converted into US$ at that rate or at any other rate.

4. STOCK-BASED COMPENSATION

The Company may periodically  issue shares of common stock for services rendered
or for financing costs. The Company may also periodically issue shares of common
stock in conjunction  with the acquisition of an, all or a portion of the equity
interest in a business.  The shares of common stock vest immediately on issuance
and are not subject to any redemption rights.

The value of the shares of common stock issued for accounting  purposes is based
on the market price of the shares at the date of the  transaction or on the fair
value  of the  services  rendered  or net  assets  acquired,  whichever  is more
determinable, based on the specific facts and circumstances of each transaction.

The Company may periodically  issue stock options to employees and stock options
or warrants to  non-employees in non-capital  raising  transactions for services
and for financing costs.

The Company has adopted  Statement of Financial  Accounting  Standards  No. 123,
"Accounting for Stock-Based  Compensation" ("SFAS No. 123"), which establishes a
fair value method of accounting for stock-based compensation plans.

The  provisions  of SFAS No. 123 allow  companies to either record an expense in
the financial statements to reflect the estimated fair value of stock options to
employees,  or to continue  to follow the  intrinsic  value  method set forth in
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees",  but to  disclose  on an annual  basis  the pro forma  effect on net
income  (loss) and net  income  (loss) per share had the fair value of the stock
options been recorded in the financial  statements.  SFAS No. 123 was amended by
SFAS No. 148,  which now  requires  companies  to disclose in interim  financial
statements  the pro forma effect on net income  (loss) and net income (loss) per
common  share of the  estimated  fair market  value of stock  options  issued to
employees.  The Company  has  elected to  continue  to account  for  stock-based
compensation   plans   utilizing  the  intrinsic   value  method.   Accordingly,
compensation  cost for stock options will be measured as the excess,  if any, of
the fair market price of the  Company's  common stock at the date of grant above
the amount an employee must pay to acquire the common stock.

In accordance  with SFAS No. 123, the cost of stock options and warrants  issued
to  non-employees  is  measured at the grant date based on the fair value of the
award.  The  fair  value  of the  stock-based  award  is  determined  using  the
Black-Scholes  option-pricing  model. The resulting amount is charged to expense
on the  straight-line  basis  over the  period in which the  Company  expects to
receive benefit, which is generally the vesting period.

In accordance  with SFAS No. 123, the Company will provide  footnote  disclosure
with respect to stock-based  employee  compensation.  The value of a stock-based
award will be determined using the Black-Scholes  option-pricing  model, whereby
compensation  cost is the fair value of the award as  determined  by the pricing
model at the grant date or other  measurement date. The resulting amount will be
charged  to  expense  on the  straight-line  basis  over the period in which the
Company expects to receive benefit, which is generally the vesting period. Stock
options issued to non-employee  directors at fair market value will be accounted
for under the intrinsic value method.

The Company did not have any stock options  outstanding  during the period ended
September 30, 2005 and 2006.  Accordingly,  no pro forma financial disclosure is
provided herein.


5. RECENT ACCOUNTING PRONOUNCEMENTS

Fair Value of Financial  Instruments - The  estimated  fair values for financial
instruments  under SFAS No.  107,  "Disclosures  about  Fair Value of  Financial
Instruments", are determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be determined with
precision.  The estimated  fair values of the Company's  financial  instruments,
which  includes  cash and cash  equivalents,  accounts  receivable  and accounts
payable,  approximates  their carrying value in the financial  statements due to
the short-term nature of these financial instruments.

In November 2004, the FASB issued SFAS No. 151,  entitled  Inventory Costs -- An
Amendment of ARB No. 43,  Chapter 4. SFAS No. 151 amends the guidance in ARB No.
43, Chapter 4, entitled Inventory Pricing [June 1953], to clarify the accounting
for "abnormal  amounts" of idle facility expense,  freight,  handling costs, and
wasted material  [spoilage].  Before revision by SFAS No. 151, the guidance that
existed in ARB No. 43 stipulated that these type items may be "so abnormal" that
the appropriate accounting treatment would be to expense these costs as incurred
[i.e., these costs would be current-period  charges]. SFAS No. 151 requires that
these type items be  recognized  as  current-period  charges  without  regard to
whether the "so  abnormal"  criterion has been met.  Additionally,  SFAS No. 151
requires  that  allocation  of  fixed  production  overheads  to  the  costs  of
conversion be based on the normal  capacity of the  production  facilities.  The
adoption of SFAS 151 did not impact the financial statements.

In December  2004,  the FASB issued SFAS No. 152,  entitled  Accounting for Real
Estate  Time-Sharing  Transactions -- An Amendment of FASB Statements No. 66 and
67. SFAS No. 152 amends SFAS No. 66 to reference  the financial  accounting  and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA  Statement of Position 04-2. SFAS No. 152 also amends SFAS No. 67 to state
that the guidance for (a)  incidental  operations and (b) costs incurred to sell
real estate  projects does not apply to real estate  time-sharing  transactions.
The accounting for those  operations and costs is subject to the guidance of SOP
04-2.  This  statement is effective  for financial  statements  for fiscal years
beginning  after  June 15,  2005.  The  adoption  of SFAS 152 did not impact the
financial statements.

                                       7
<PAGE>

In  December  2004,  the  FASB  issued  SFAS  No.  153,  entitled  Exchanges  of
Nonmonetary  Assets -- An  Amendment of APB Opinion  No.29.  SFAS No. 153 amends
Opinion 29 to eliminate the exception for  nonmonetary  exchanges of nonmonetary
assets  that do not  have  commercial  substance.  A  nonmonetary  exchange  has
commercial  substance  if the future  cash flows of the entity are  expected  to
change  significantly as a result of the exchange.  The adoption of SFAS 153 did
not impact the financial statements.

In December 2004, the FASB issued SFAS No. 123 (Revised),  entitled  Share-Based
Payment.  This revised  Statement  eliminates the alternative to use APB Opinion
No. 25's intrinsic  value method of accounting that was provided in SFAS No. 123
as  originally  issued.  Under  Opinion 25,  issuing  stock options to employees
generally  resulted in  recognition  of no  compensation  cost.  This  Statement
requires  entities  to  recognize  the cost of  employee  services  received  in
exchange for awards of equity  instruments based on the grant-date fair value of
those awards.  For public companies that file as a small business  issuer,  this
Statement  is  effective  as of the  beginning  of the first  interim  or annual
reporting  period that begins after  December 15, 2005. The adoption of SFAS 123
(Revised)  will not impact  the  financial  statements  as the  Company  has not
granted any equity instruments to employees.

In May 2005, the FASB issued SFAS No. 154, entitled Accounting Changes and Error
Corrections--a  replacement of APB Opinion No. 20 and FASB Statement No. 3. This
Statement  replaces APB Opinion No. 20, Accounting  Changes,  and FASB Statement
No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes
the  requirements for the accounting for and reporting of a change in accounting
principle.  This  Statement  applies  to all  voluntary  changes  in  accounting
principle. It also applies to changes required by an accounting pronouncement in
the unusual instance that the pronouncement does not include specific transition
provisions.  Opinion  20  previously  required  that most  voluntary  changes in
accounting  principle be  recognized by including in net income of the period of
the change the cumulative  effect of changing to the new  accounting  principle.
This Statement  requires  retrospective  application to prior periods' financial
statements of changes in accounting  principle,  unless it is  impracticable  to
determine  either the  period-specific  effects or the cumulative  effect of the
change. This Statement defines retrospective application as the application of a
different  accounting principle to prior accounting periods as if that principle
had  always  been  used or as the  adjustment  of  previously  issued  financial
statements  to reflect a change in the reporting  entity.  This  Statement  also
redefines  restatement as the revising of previously issued financial statements
to reflect the  correction of an error.  The adoption of SFAS 154 did not impact
the financial statements.

In February  2006,  FASB issued SFAS No.  155,  "Accounting  for Certain  Hybrid
Financial  Statements".  SFAS No.  155  amends  SFAS No.  133,  "Accounting  for
Derivative Instruments and Hedging Activities" and SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
SFAS No. 155, permits fair value measurement for any hybrid financial instrument
that contains an embedded  derivative that otherwise would require  bifurcation,
clarifies which interest-only  strips and principal-only  strips are not subject
to the  requirements  of SFAS No. 133,  establishes  a  requirement  to evaluate
interest  in  securitized  financial  assets  to  identify  interests  that  are
freestanding  derivatives or that are hybrid financial  instruments that contain
an embedded derivative requiring  bifurcation,  clarifies that concentrations of
credit  risk in the form of  subordination  are not  embedded  derivatives,  and
amends  SFAS  No.  140  to  eliminate   the   prohibition   on  the   qualifying
special-purpose  entity from  holding a  derivative  financial  instrument  that
pertains  to a  beneficial  interest  other than  another  derivative  financial
instrument.  This statement is effective for all financial  instruments acquired
or issued  after the  beginning of the  Company's  first fiscal year that begins
after September 15, 2006.  Management believes that this statement will not have
a significant impact on the consolidated financial statements.

In March,  2006 FASB issued SFAS 156  "Accounting  for  Servicing  of  Financial
Assets" this Statement  amends FASB Statement No. 140.  Accounting for Transfers
and  Servicing of Financial  Assets and  Extinguishments  of  Liabilities,  with
respect  to the  accounting  for  separately  recognized  servicing  assets  and
servicing liabilities. This Statement:

1.   Requires an entity to recognize a servicing  asset or  servicing  liability
     each time it  undertakes  an  obligation  to service a  financial  asset by
     entering into a servicing contract.

2.   Requires  all  separately   recognized   servicing   assets  and  servicing
     liabilities to be initially measured at fair value, if practicable.

3.   Permits  an  entity  to  choose   "Amortization   method"  or  "Fair  value
     measurement  method"  for each  class of  separately  recognized  servicing
     assets and servicing liabilities:

4.   At  its  initial   adoption,   permits  a  one-time   reclassification   of
     available-for-sale  securities  to  trading  securities  by  entities  with
     recognized servicing rights, without calling into question the treatment of
     other available-for-sale  securities under Statement 115, provided that the
     available-for-sale  securities  are identified in some manner as offsetting
     the  entity's  exposure  to changes in fair  value of  servicing  assets or
     servicing  liabilities  that a servicer elects to  subsequently  measure at
     fair value.

5.   Requires   separate   presentation  of  servicing  assets  and  liabilities
     subsequently  measured at fair value in the statement of financial position
     and additional  disclosures for all separately  recognized servicing assets
     and servicing liabilities.


                                       8
<PAGE>



6. CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES

Country  Risk - The  Company  is  subject  to the  consideration  and  risks  of
operating in the People's  Republic of China (the "PRC").  These  include  risks
associated  with  the  political  and  economic  environment,  foreign  currency
exchange  and  the  legal  system  in  the  PRC.  The  economy  of  PRC  differs
significantly from the economies of the "western" industrialized nations in such
respects as structure,  level of  development,  gross national  product,  growth
rate,  capital  reinvestment,  resource  allocation,  self-sufficiency,  rate of
inflation and balance of payments position,  among others. Only recently has the
PRC government encouraged  substantial private economic activities.  The Chinese
economy has experienced  significant  growth in the past several years, but such
growth has been uneven  among  various  sectors of the  economy  and  geographic
regions.  Actions by the PRC government to control inflation have  significantly
restrained  economic  expansion in the recent past.  Similar  actions by the PRC
government  in the future could have a  significant  adverse  effect on economic
conditions in PRC.

Many laws and regulations  dealing with economic  matters in general and foreign
investment in particular  have been enacted in the PRC.  However,  the PRC still
does not have a  comprehensive  system of laws, and enforcement of existing laws
may be uncertain and sporadic.

The  Company's  primary  sources of revenues and cash flows are derived from its
business  operations  in the  PRC.  The  Company's  business  activity  is  with
customers  in  the  PRC.   The  PRC  economy   has,  for  many  years,   been  a
centrally-planned  economy,  operating  on the basis of  annual,  five-year  and
ten-year state plans adopted by central PRC governmental authorities,  which set
out national  production and  development  targets.  The PRC government has been
pursuing economic reforms since it first adopted its "open-door" policy in 1978.
There is no assurance that the PRC government  will continue to pursue  economic
reforms or that  there will not be any  significant  change in its  economic  or
other  policies,  particularly  in the  event  of any  change  in the  political
leadership  of, or the  political,  economic or social  conditions  in, the PRC.
There is also no assurance  that the Company  will not be adversely  affected by
any such  change  in  governmental  policies  or any  unfavorable  change in the
political,  economic or social conditions, the laws or regulations,  or the rate
or method of taxation in the PRC.

As many of the economic  reforms that have been or are being  implemented by the
PRC  government  are  unprecedented  or  experimental,  they may be  subject  to
adjustment  or  refinement,  which  may have  adverse  effects  on the  Company.
Further,  through state plans and other economic and fiscal measures such as the
leverage of exchange  rate, it remains  possible for the PRC government to exert
significant influence on the PRC economy.

The Company's financial  instruments that are exposed to concentration of credit
risk consist primarily of cash and cash  equivalents.  Cash and cash equivalents
are maintained with government-owned  banks in the PRC with high credit ratings.
Accordingly, the Company believes that no significant credit risk exists.

On January 1, 1994, the PRC  government  introduced a single rate of exchange of
Renminbi  ("Rmb")  against  United States Dollar  ("US$") as quoted daily by the
People's Bank of China (the "Unified  Exchange Rate"). On July 21, 2005, Rmb was
revalued  from Rmb 8.28 to Rmb8.11 for US$1  following the removal of the peg to
the US dollar and pressure for the United States. The Peoples Bank of China also
announced that the Renminbi  would be pegged to a basket of foreign  currencies,
rather then being strictly tied to the US dollar and would trade within a narrow
0.3% band  against  this  basket of  currencies,  which is  dominated  by the US
dollar,  Euro, Japanese Yen and South Korean Won, with a smaller proportion made
up of the British pound,  Thai Baht and Russian Ruble. No representation is made
that the Rmb amounts have been,  or could be,  converted  into US$ at that rate.
This  quotation of exchange rates does not imply free  convertibility  of Rmb to
other foreign  currencies.  All foreign exchange  transactions  continue to take
place either through the Bank of China or other banks authorized to buy and sell
foreign  currencies  at the exchange  rate quoted by the People's Bank of China.
Approval of foreign  currency  payments by the  People's  Bank of China or other
institutions  requires  submitting  a payment  application  form  together  with
suppliers' invoices, shipping documents and signed contracts.

Restrictions  on the Payment of Dividends - PRC law  requires net profits  after
taxes to be used to set-off any losses carried  forward before any  distribution
of profits  may be made.  Furthermore,  PRC law  imposes a  Mandatory  Provident
Reserve on all businesses.  Under this law, a business must set aside 10% of its
distributable  profits as a mandatory  reserve before a distribution  of profits
may occur. Once the business accumulates a mandatory reserve equal to 50% of its
capitalization, no further accumulation of the reserve is required.

Industry  Risk  -  The  Company   operates  in  business   segments   which  are
characterized by rapid technological advances, changes in customer requirements,
and evolving regulatory requirements and industry standards.  Any failure by the
Company to anticipate or to respond  adequately to technological  changes in its
industry  segments,  changes in customer  requirements  or changes in regulatory
requirements or industry standards,  could have a material adverse effect on the
Company's business and operating results.


7. INCOME TAXES

The Company and its  subsidiaries are subject to income taxes on an entity basis
on income  arising  in, or  derived  from,  the tax  jurisdiction  in which they
operate.

                                       9
<PAGE>

The Company is subject to the United States federal tax at a rate of 35%.

Intermost  Limited,  and Leader  Palace  International  limited,  the  Company's
subsidiaries  incorporated under the International Business Companies Act of the
British Virgin  Islands,  is exempted from payment of the British Virgin Islands
income taxes.

Intermost (H.K.) Limited, the Company's subsidiary incorporated in Hong Kong, is
subject to Hong Kong profits tax at a rate of 17.5%.

The  Company's  consolidated  subsidiaries  organized  in the PRC  (China  E.com
Information  Technology  Ltd.,  IMOT  Information  Technology  (Shenzhen)  Ltd.,
ChinaE.com  Technology  (Shenzhen) Ltd., Shenzhen Bank Union & Jiayin E-commerce
Company  Ltd.,   Intermost  Focus  Advertising  Company  Ltd.,  Shanghai  Newray
Photographic  Equipment Co., Ltd.,  Shenzhen Golden Anke Technology Ltd., Hainan
Concord  Financial  Products  Development  Co.,  Ltd and  ChinaE.com  Investment
consultant  (Shenzhen)  Limited) are subject to PRC enterprise income taxes at a
rate of 15%, except for Shanghai Newray Photographic  Equipment Co., Ltd., which
is subject to a special PRC enterprise income tax at a rate of 0.5% of turnover.

For the three months ended  September  30, 2006 and 2005,  Shenzhen  Golden Anke
Technology  Ltd.  generated  approximately  92%  of the  Company's  consolidated
taxable  income.  Since the losses from one subsidiary  cannot be offset against
the income from another  subsidiary  in  determining  the  provision  for income
taxes,  the  Company's  provision  for income  taxes for the three  months ended
September 30, 2006 and 2005 reflected an effective rate of approximately 34% and
36%, respectively.

8. CONCENTRATION

On August 10,  2004,  the Company,  through its  wholly-owned  subsidiary,  IMOT
information   Technology  (Shenzhen)  Ltd.  ("IMOT  Technology"),   completed  a
transaction to acquire a 51% equity  interest in Shenzhen Golden Anke Technology
Ltd., a limited liability company established in China ("Shenzhen Golden Anke"),
as a result of  receiving  all  required  government  approvals  to complete the
transaction  on such date.  The  Company  acquired  the 51% equity  interest  in
Shenzhen Golden Anke from two of Shenzhen Golden Anke's shareholders, Tu Guoshen
and Li Zhiquan,  pursuant to a Share Transfer  Agreement.  Shenzhen  Golden Anke
provides digital security imaging systems in China, offering video surveillance,
digital image  processing and  compressing,  Internet image transfer and imaging
security  systems,  and is being  operated  as a part of the  Company's  digital
security imaging system business segment.

Jiuding  Group is a company  controlled by a common owner with 15.09% in Jiuding
Group and of the 4% minority interest in Shenzhen Golden Anke Technology Ltd.

During the three months ended  September  30, 2006,  the Company had no sales to
subsidiaries of Jiuding Group.

At September 30, 2006,  accounts  receivable from  subsidiaries of Jiuding Group
aggregated  RMB37,695,925  (US$4,648,079) or 93% of total accounts receivable at
such date.

9. SEGMENT INFORMATION

The Company adopted SFAS No. 131,  "Disclosures  About Segments of an Enterprise
and Related  Information",  in respect of its  operating  segments.  The Company
currently  operates in four principle  business  segments,  which are E-Commerce
solutions,  Digital security  imaging system,  Consultancy fee, and Photographic
business.  E-Commerce  Solutions  comprises  revenue from  web-site  development
contracts and maintenance contracts. Digital security imaging system consists of
sales of surveillance system and maintenance, consultancy fee comprises services
rendered for  provision  of  information  on property  exchange  right,  and the
Photographic Business consists of sales of photographic equipment.


Each segment is managed  separately  because each  business  requires  different
technology and marketing strategies.  The Company evaluates performance based on
operating earnings of the respective  business units. The accounting policies of
the  segments  are the same as those  described  in the  summary of  significant
accounting  policies.  The  corporate  assets  include  primarily  cash and cash
equivalents  and  deposits  and other  receivables.  There  were no  significant
intercompany  transactions  during any of the reported  periods.  In determining
operating income (loss) by reportable  segment,  general corporate  expenses and
other income and expense items of a non-operating nature are not considered,  as
such items are not allocated to the Company's segments. Management believes that
the  following  table  presents the useful  information  to the chief  operation
decision makers for measuring  business  performance and financing needs etc. As
all of the company's  customers are located in PRC, and the company revenues are
generated in PRC, no  geographical  Segment  information  is presented.  Segment
information for the three months period ended September 30, 2006 is as follows:

                                       10
<PAGE>

  (a) Net revenues:
<TABLE>


                                                     Three Months Ended September 30, 2006
                                                           Rmb                   US$
<S>                                                   <C>                     <C>


              E-commerce solutions                            175,662                21,660
              Photographic business                            12,821                 1,581
              Digital security imaging system               2,085,555               257,158
                                                    ------------------    ------------------
                                                    ------------------    ------------------
                                                            2,274,038               280,399
                                                    ==================    ==================


          (b)     Net loss:

                                                          Three Months Ended September 30, 2005
                                                                Rmb                    US$

                E-commerce solutions                            (984,578)             (121,403)
                Private Equity Exchange Consultancy fee       (7,368,089)             (908,519)
                Photographic business                           (108,238)              (13,346)
                Digital security imaging system                    68,899                 8,495
                Corporate expenses                            (1,577,662)             (194,533)
                                                        --------------------     -----------------
                                                        --------------------     -----------------
                                                              (9,969,668)           (1,229,306)
                                                        ====================     =================


(c)      Assets:

                                                                As at September 30, 2006

                                                                Rmb                    US$

                E-commerce solutions                              790,486                97,470
                Digital security imaging system                92,553,510            11,412,270
                Photographic business                           1,983,965               244,632
                Private Equity Exchange Consultancy fee         3,391,720               418,215
                Corporate expenses                             41,422,342             5,107,564
                                                        --------------------     -----------------
                                                        --------------------     -----------------
                                                              140,142,023            17,280,151
                                                        ====================     =================
</TABLE>

Substantially all of the Company's identifiable assets are located in the PRC.


         (d) Other items:

<TABLE>

                                                          Three Months Ended September 30, 2006
                                                                Rmb                    US$
<S>                                                       <C>                        <C>

                Depreciation:
                E-commerce solutions                               51,414                 6,339
                Photographic business                                 281                    35
                Private Equity Exchange Consultancy fee             4,529                   558
                Corporate expenses                                  3,420                   422
                                                        --------------------     -----------------
                                                        --------------------     -----------------
                                                                   59,644                 7,354
                                                        ====================     =================


                Expenditures for fixed assets:
                    E-commerce solutions                          120,800                14,895
                    Corporate assets                                    -                     -
                                                        --------------------     -----------------
                                                        --------------------     -----------------

                                                                  120,800                14,895
                                                        ====================     =================

</TABLE>

                                       11
<PAGE>


10. PENDING TRANSACTIONS


On September 25, 2006, we authorized the issuance of 20,000,000 shares of common
stock  with a value of $0.05 per share to First  Federal  Holdings  Limited  for
private  placement.  The stock was  issued in  reliance  on the  exemption  from
registration  provided by Section 4(2) of the Securities Act of 1933.  There was
no general  solicitation or advertising engaged in by the Company in making this
offering and the offerees and the parties they  designated  to receive the stock
were accredited investor.

On September 8, 2006, the Company completed the agreement (the `Advisory Service
Agreement') with Chain Leader  Communications  Corporation ("CLC"),  whereas CLC
with  extensive  industry  experience  and business  connections in the field of
Information  Communication Technology ("ICT"), to appoint CLC to provide ICT and
related advisory services to the Company's wholly owned subsidiary Leader Palace
International  Limited  (`LPIL')  and  assist  LPIL in  setting  up the  Telecom
Division (particularly the wholesales of call minutes business) with the view to
achieve a minimum  quarterly  turnover of USD4 million and minimum  gross profit
margin of 5% within 90 days from the commencement of operation. According to the
agreement,  IMOT have to place a security  bond with CLC of US$1  million as and
when the  Telecom  Division  is set up.  For the  operation  of  IMOT's  Telecom
Division,  IMOT shall place a further  US$1 million via CLC for the deposit with
venders and for trading of call minutes. Up to Sept 30, 2006, IMOT have paid the
US$1 million Security Bond to CLC.

On Sept 30,  2006,  the Board of  director  of IMOT  resolved  to take action to
terminate the operation of Shanghai  Newray.  On Nov 2, 2006 the company has set
up a  liquidation  working  team to take over the  operation  and  commence  the
necessary procedures to voluntarily liquidate the company.


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

Overview

The Company  believes that the People's  Republic of China  represents a dynamic
emerging world market whose role in the global  economy is increasing  steadily.
China's  economic  growth  rate,  measured by its gross  domestic  product,  has
consistently been higher than 7% over the past 10 years. This economic growth is
attributable   to  many   factors,   including   investment   in  the  country's
infrastructure,  increased privatization of businesses and an abundant source of
labor.

Currently,  the Company offers products and services to businesses and consumers
located  primarily  in China.  The  Company  also has begun to  acquire  diverse
businesses that are not dependent on, or directly related to, each other. During
the past two years,  the Company has acquired a digital imaging system business,
a property rights exchange  business,  a security system business and a business
that provides "smart cards",  which are credit card sized cards that are able to
be programmed to perform tasks and store  information.  The Company has used its
technological  expertise to enhance the products and services  provided by these
businesses.  The  diversification  of the Company's  business has resulted in an
overall improvement in the Company's financial condition. Currently, over 90% of
the Company's  revenues are generated by its subsidiaries,  Shenzhen Golden Anke
Technology Ltd.  ("Shenzhen Golden Anke"),  which sells digital security imaging
systems,  and  Shanghai  Newray  Photographic  Equipment  Co.,  Ltd.  ("Shanghai
Newray"),  which  sells  digital  photographic  equipment.  The  balance  of the
Company's revenues are generated  primarily by other  subsidiaries,  China E.com
Information  Technology Ltd. ("China  E.com"),  which  distributes  licenses for
Chinese  language  translation  software  and  offers  web  design  and  hosting
services,  and Hainan Concord Financial Products  Development Co. Ltd., ("Hainan
Development"),   which  provide   financial   institutions   with  research  and
development services for their financial products and instruments.

We will further  develop our business in property  rights  exchange  industry by
using our technical  expertise to develop an electronic  platform for trading of
private  property  rights  exchange  in China.  Through our  acquisition  in the
business in Hainan and Shenzhen, we have enhanced our market presence in various
major property rights  exchange centre in PRC, and after the electronic  trading
platform is in operation,  we will then have another  stream of revenue from the
property rights exchange industry. With the appointment of CLC as advisor to set
up the telecom  division to provide ICT services and particularly the wholesales
of call minutes business,  we will then expected to have another major stream of
revenue.


                                       12
<PAGE>

Risks Associated with Doing Business in China

There are significant  risks in operating in the Peoples' Republic of China (the
"PRC").   These  include  risks  associated  with  the  political  and  economic
environment,  foreign  currency  exchange  and the legal  system in the PRC. The
economy of PRC differs  significantly  from the economies of the  industrialized
nations of the west in such respects as structure,  level of development,  gross
national  product,  growth  rate,  capital  reinvestment,  resource  allocation,
self-sufficiency,  rate of  inflation  and balance of payments  position,  among
others.  Only recently has the PRC  government  encouraged  substantial  private
economic activities.  The Chinese economy has experienced  significant growth in
the past several years, but such growth has been uneven among various sectors of
the economy and  geographic  regions.  Actions by the PRC  government to control
inflation have significantly  restrained  economic expansion in the recent past.
Similar  actions by the PRC  government  in the future could have a  significant
adverse effect on economic conditions there.

Many laws and regulations  dealing with economic  matters in general and foreign
investment in particular  have been enacted in the PRC.  However,  the PRC still
does not have a  comprehensive  system of laws, and enforcement of existing laws
may be uncertain  and sporadic.  Our primary  sources of revenues and cash flows
are derived  from our business  operations  in the PRC. The PRC economy has, for
many years, been a centrally-planned  economy, operating on the basis of annual,
five-year  and  ten-year  state  plans  adopted  by  central  PRC   governmental
authorities,  which set out national production and development targets. The PRC
government  has been  pursuing  economic  reforms  since it  first  adopted  its
"open-door"  policy in 1978.  There is no assurance that the PRC government will
continue to pursue  economic  reforms or that there will not be any  significant
change  in its  economic  or other  policies,  particularly  in the event of any
change in the  political  leadership  of, or the  political,  economic or social
conditions  in, the PRC. There is also no assurance that the Company will not be
adversely  affected  by  any  such  change  in  governmental   policies  or  any
unfavorable change in the political,  economic or social conditions, the laws or
regulations, or the rate or method of taxation in the PRC.

As many of the economic  reforms that have been or are being  implemented by the
PRC  government  are  unprecedented  or  experimental,  they may be  subject  to
adjustment  or  refinement,  which  may have  adverse  effects  on the  Company.
Further,  through state plans and other economic and fiscal measures such as the
leverage of exchange  rate, it remains  possible for the PRC government to exert
significant  influence on the PRC economy.  The Company's financial  instruments
that are exposed to concentration  of credit risk consist  primarily of cash and
cash equivalents. Cash and cash equivalents are maintained with government-owned
banks in the PRC with high credit ratings.

On January 1, 1994, the PRC  government  introduced a single rate of exchange of
Renminbi  ("Rmb")  against  United States Dollar  ("US$") as quoted daily by the
People's Bank of China (the "Unified  Exchange Rate"). On July 21, 2005, Rmb was
revalued  from Rmb 8.28 to Rmb8.11 for US$1  following the removal of the peg to
the US dollar and pressure for the United States. The Peoples Bank of China also
announced that the Renminbi  would be pegged to a basket of foreign  currencies,
rather then being strictly tied to the US dollar and would trade within a narrow
0.3% band  against  this  basket of  currencies,  which is  dominated  by the US
dollar,  Euro, Japanese Yen and South Korean Won, with a smaller proportion made
up of the British pound,  Thai Baht and Russian Ruble. No representation is made
that the Rmb amounts have been,  or could be,  converted  into US$ at that rate.
This  quotation of exchange rates does not imply free  convertibility  of Rmb to
other foreign  currencies.  All foreign exchange  transactions  continue to take
place either through the Bank of China or other banks authorized to buy and sell
foreign  currencies  at the exchange  rate quoted by the People's Bank of China.
Approval of foreign  currency  payments by the  People's  Bank of China or other
institutions  requires  submitting  a payment  application  form  together  with
suppliers' invoices, shipping documents and signed contracts.

Restriction  on the Payment of Dividends - PRC law  requires  net profits  after
taxes to be used to set-off any losses carried  forward before any  distribution
of profits  may be made.  Furthermore,  PRC law  imposes a  Mandatory  Provident
Reserve on all businesses.  Under this law, a business must set aside 10% of its
distributable  profits as a mandatory  reserve before a distribution  of profits
may occur. Once the business accumulates a mandatory reserve equal to 50% of its
capitalization, no further accumulation of the reserve is required.


Certain Factors Affecting Future Operating Results

The Company's  operating results have been, and will continue to be, affected by
a wide variety of factors that could have a material  adverse effect on revenues
and profitability during any particular period. Some of these factors include:

o   the Company's ability to successfully implement its current business plan;

o   whether the Company will be able to obtain additional capital, if necessary,
    to support its operations;

o    whether  the  Company  will  be able to find  joint  venture  prospects  or
     acquisition prospects with which to enhance its business;

o    whether the Company can successfully  integrate  acquisitions that it makes
     into its business;

o    the level and rate of acceptance of the Company's  products and services by
     consumers in China;

                                       13
<PAGE>

o   continued economic growth in China;

o    entry of new  competition  (including  established  companies  from outside
     China  and  companies  with  substantially   greater  resources)  into  the
     Company's market;

o   fluctuations in the level of demand for services or products;

o   rescheduling or cancellation of orders by customers;

o   competitive pressures on selling prices;

o    rapid changes in technology, which could result in the Company's technology
     becoming obsolete;

o    dependence upon key employees, in particular the Company's President,  Andy
     Lin;

o   availability and cost of computer technicians;

o   loss of any of the Company's major customers, including the Jiuding Group;

o    the  Company's  ability to introduce  new products and services on a timely
     basis;

o   new product and service introductions by the Company's competitors;

o   fluctuations in exchange rates; and

o    adverse changes in the general economic,  social or political conditions in
     the PRC.

Critical Accounting Policies

The Company  prepares its consolidated  financial  statements in accordance with
accounting  principles  generally accepted in the United States of America.  The
preparation  of these  financial  statements  requires the use of estimates  and
assumptions  that affect the reported  amounts of assets and liabilities and the
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period.  Management  periodically  evaluates the  estimates and judgments  made.
Management  bases its estimates and  judgments on historical  experience  and on
various  factors that are  believed to be  reasonable  under the  circumstances.
Actual  results  may  differ  from  these  estimates  as a result  of  different
assumptions or conditions.

The following critical accounting policies affect the more significant judgments
and estimates used in the  preparation of the Company's  consolidated  financial
statements.

Revenue Recognition

The Company recognizes revenue in accordance with SEC Staff Accounting  Bulletin
No. 101, "Revenue Recognition in Financial  Statements".  The Company recognizes
revenue  when  the  significant   risks  and  rewards  of  ownership  have  been
transferred to the customer pursuant to PRC law,  including factors such as when
persuasive evidence of an arrangement exists,  delivery has occurred,  the sales
price is  fixed or  determinable,  sales  and  value-added  tax laws  have  been
complied with, and collectibility is probable.

Accounts Receivable

The Company typically extends credit to its customers. In order to determine the
value of the Company's accounts receivable,  the Company records a provision for
doubtful  accounts to cover  estimated  credit  losses.  Management  reviews and
adjusts this  allowance  periodically  based on  historical  experience  and its
evaluation of the collectibility of outstanding accounts receivable. The Company
evaluates  the credit  risk of its  customers  by  analyzing  its aged  accounts
receivable,  utilizing  historical  data,  the customer's  financial  condition,
general economic conditions and estimates of future performance.

Long-Lived Assets and Goodwill

The Company periodically  evaluates the carrying value of long-lived assets held
or used whenever  events and  circumstances  indicate that the carrying value of
the asset may no longer be recoverable. An impairment loss, measured on the fair
value of the asset, is recognized if expected future undiscounted cash flows are
less than the carrying value of the assets.

The Company evaluates the carrying value of investments in associated companies,
at a minimum, on an annual basis and whenever events and circumstances  indicate
that the carrying value of the asset may no longer be recoverable. An impairment
loss,  measured on the fair value of the asset, is recognized if expected future
undiscounted cash flows are less than the carrying value of the assets.

                                       14
<PAGE>

The Company evaluates  goodwill,  at a minimum,  on an annual basis and whenever
events and changes in circumstances  suggest that the carrying amount may not be
recoverable  in  accordance  with SFAS No. 142  "Goodwill  and Other  Intangible
Assets".  Impairment  of  goodwill  is tested  at the  reporting  unit  level by
comparing the reporting unit's carrying amount,  including goodwill, to the fair
value of the  reporting  unit.  The  fair  values  of the  reporting  units  are
estimated using  discounted  cash flows approach.  If the carrying amount of the
reporting  unit exceeds its fair value,  goodwill is  considered  impaired and a
second step is performed to measure the amount of impairment loss, if any.

Income Taxes

The Company  records a valuation  allowance to reduce its deferred tax assets to
the amount that is more likely than not to be realized. In the event the Company
was to determine that it would be able to realize its deferred tax assets in the
future in excess of its  recorded  amount,  an  adjustment  to the  deferred tax
assets  would be credited to  operations  in the period such  determination  was
made.  Likewise,  should  the  Company  determine  that it would  not be able to
realize all or part of its deferred tax assets in the future,  an  adjustment to
the  deferred  tax  assets  would be charged to  operations  in the period  such
determination was made.

Results of Operations - Three Months Ended September 30, 2006 and 2005

All amounts  shown  below are  presented  in US$. As used below,  the letter "K"
appearing  immediately after a dollar amount denotes that it has been rounded to
the nearest $1,000.

Net Revenues

Net revenues for the three months ended  September 30, 2006 consisted  primarily
of the sales of digital  security  imaging systems by the Company's  subsidiary,
Shenzhen  Golden Anke.  The balance of the  Company's  revenues was derived from
other subsidiary,  and ChinaE.com Tech, which provide e-commerce solutions,  Net
revenues for the three months ended  September 30, 2005  consisted  primarily of
the sales of photographic  equipment,  sales of digital security imaging systems
and e-commerce  solutions.  The term "e-commerce  solutions"  includes  web-site
design and development and web-hosting.

The  following  table  reflects  the total net revenues  and  percentage  of net
revenues by major category for the periods indicated:
<TABLE>

                                                       Net Revenues                    Percent of Net Revenues
                                             Three Months Ended September 30,     Three Months Ended September 30,
                                                  2005               2006             2005               2006
<S>                                             <C>                <C>                 <C>                <C>

E-commerce solutions                              69,563            21,660             2.0%               7.73%
Sales of photographic equipment                        -             1,581               -%               0.56%
Sales of digital security imaging system       3,427,890           257,158            98.0%              91.71%
Consulting fee                                       462                 -               -%                  -%
Total                                          3,497,915           280,399           100.0%              100.0%
</TABLE>


Total net  revenues  decreased  by 92% to $280K  during the three  months  ended
September  30,  2006,  as  compared  to $3,498K  during the three  months  ended
September 30, 2005.  The decrease in total net revenues was primarily due to the
decrease in sales of digital security imaging systems made through the Company's
subsidiary,  Shenzhen  Golden  Anke.  The main reason for the  decrease in sales
during the period is due to the change of product scope of Shenzhen  Golden Anke
from sales of digital security imaging system to residential surveillance system
during this 3 months transitional  period.  Revenues  attributable to e-commerce
solutions  decreased  by $48K or 69%,  to $22K  during  the three  months  ended
September  30,  2006,  as compared to $70K earned  during the three months ended
September 30, 2005.

Approximately  92% of the  Company's  net  revenues  for the three  months ended
September 30, 2006 aggregating  $257K were  attributable to the sales of digital
security imaging systems made through Shenzhen Golden Anke.

The sale of the Company's  products to a small number of customers may cause net
sales and  operating  results to fluctuate  from quarter to quarter based on the
customers'  requirements  and the  timing of their  orders  and  shipments.  The
Company does not have long-term sales contracts with its customers, although the
Company believes that its relationships with its customers are satisfactory. The
loss of any of the Company's  significant  customers,  in particular the Jiuding
Group, would have a material adverse effect on the Company's  business,  results
of operations and financial condition. If the Company were unable to replace its
significant  customers,  either with other major customers or with a significant
increase in the orders placed by smaller customers,  the Company could be forced
to severely curtail, or possibly even cease, its operations.

Cost of Revenues

The following  table  reflects the principal  components of cost of revenues and
the  percentage of net revenues  represented  by each  component for the periods
indicated:

                                       15
<PAGE>
<TABLE>

                                                   Cost of Revenues                Percent of Net Revenues
                                           Three Months Ended September 30,    Three Months Ended September 30,
                                              2005                    2006       2005                  2006
                                               US$                    US$
<S>                                          <C>                    <C>            <C>                 <C>



Engineering/technician salaries                     20,863           31,276             0.6%                 11.1%
Cost of photographic equipment                           -            1,745                -                  0.6%
Cost of digital security imaging system          2,408,556          213,300            68.9%                 76.1%
Depreciation                                           824            4,283             0.1%                  1.5%
Other                                               15,393           10,164             0.4%                  3.6%

                                             --------------   --------------    -------------      ----------------
                                             --------------   --------------    -------------      ----------------
Total                                            2,445,636          260,768            70.0%                 92.9%
                                             ==============   ==============    =============      ================

</TABLE>

Cost of revenues  decreased by 89% to $261K or 93% of net revenues for the three
months ended  September  30, 2006, as compared to $2,446K or 70% of net revenues
for the three months ended September 30, 2005.

The  principal  components  of cost of revenues  during the three  months  ended
September  30, 2006 were  engineer  and  technician  salaries,  costs of digital
security imaging systems  hardware,  other costs associated with engineering and
technical  staff support and  depreciation  of equipment  utilized in connection
with the Company's operations.

The  decrease in costs of  revenues in 2006 as compared to 2005 was  principally
attributable to the decrease in sales of the Company's  digital security imaging
systems.

Selling, General and Administrative Expense

Selling,  general and  administrative  ("SG&A") expense consists  principally of
sales  commissions,   advertising,  other  marketing  expense,  rental  expense,
salaries for administrative and sales staff, and corporate overhead.

The following  table  reflects the principal  components of SG&A expense and the
percentage of net sales represented by each component for the periods indicated:
<TABLE>

                                        SG&A Expense                  Percent of Net Revenues
                              Three Months Ended September 30,    Three Months Ended September 30,
                                 2005               2006            2005                  2006
                                  US$               US$
<S>                             <C>               <C>             <C>                    <C>



Sales and marketing salaries    22,857            17,641             1.5%                 0.7%
  and commissions
Advertising and other sales     19,150             7,098             0.7%                 0.5%
  and marketing expenses
Rentals                         14,845            22,533             0.7%                 0.4%
Administrative salaries         33,302            53,515             1.9%                 0.9%
Corporate overhead             447,215           246,215            10.0%                12.8%

                              ---------   ---------------   --------------      ---------------
                              ---------   ---------------   --------------      ---------------
Total                          537,369           347,001            14.8%                15.3%
                              =========   ===============   ==============      ===============

</TABLE>


For the three months ended  September  30, 2006,  SG&A expense  decreased 35% to
$347K, as compared to $537K for the three months ended September 30, 2005.

The  decrease  in SG&A  expense  in 2006 as  compared  to 2005  was  principally
attributable to an decrease in corporate  overhead,  which included  expenses of
$153K for board management compensation by issuing 1,700,000 shares at $0.09 per
share,  $234K for  commission  of 40million  shares  private  placement  made in
September  2005 by issuing  2,600,000  shares at $0.09 per share and the gain on
exchange  for the  change of  exchange  rate of Rmb to HK$ and US$ from 1.07 and
8.28 to 1.04 and  8.11respectively  from August 11, 2005.  The $20K  increase in
administrative  salaries  was mainly  attributable  to  increase  the  executive
management and administrative staff. During the three months ended September 30,
2005,  the  Company   reduced  its  sales  team  as  a  result  of  management's
reassessment  of the  manpower  required  to  generate  sales and service to the
Company's customers.

                                       16
<PAGE>

Income Taxes

Income taxes for the three months  ended  September  30, 2006 were $5K and $156K
for the three  months  ended  September  30,  2005.  This is  mainly  due to the
decrease in sales of the company's  digital  security imaging systems during the
period.

Other Items

Minority interests reflect the minority shareholders' proportionate interests in
the net income of Intermost Focus Advertising,  Shanghai Newray, Shenzhen Golden
Anke and Hainan  Development.  Minority  interests were $1K for the three months
ended  September 30, 2006, as compared to minority  interests of $(441K) for the
three months ended September 30, 2005.

Equity in losses of an associated  company was $3K and $10K for the three months
ended  September  30, 2006 and 2005  respectively,  representing  the  Company's
proportionate share of the loss of Hainan Exchange Center.

Net Income (Loss)

The Company had net loss of $1,229K during the three months ended  September 30,
2006,  as  compared  to a net  profit of $143K  during  the three  months  ended
September 30, 2005.  The loss was  including  the  impairment of goodwill of the
subsidiary Hainan  Development of $897K.  Without this exceptional item, the net
operational  loss was $332K,  which is mainly due to the  decrease in sales from
subsidiary Shenzhen Golden Anke.

Liquidity and Capital Resources -September 30, 2006

At September 30, 2006, the Company had cash and cash  equivalents of $1,283K and
working capital of $11,302K,  as compared to $693K of cash and cash  equivalents
and $10,632K of working capital at June 30, 2006.

Net cash  provided by operating  activities  was $84K for the three months ended
September 30, 2006, as compared to net cash used in operating activities of $84K
for the three months ended  September  30, 2005.  Net cash provided by operating
activities  in 2006 as  compared  to 2005 as a result of  increase  in  accounts
receivables.  Our  use  of  cash  was  partially  offset  by  non-cash  charges,
depreciation expense in the amount of $7K,  amortization of intangible assets in
the amount of $8K, and impairment of goodwill in the amount of $897K.

Net cash provided by investing  activities  was $585K for the three months ended
September 30, 2006,  consisting of $600K of repayment of the short-term loan and
$15K for the  purchase  of plant  and  equipment.  Net  cash  used in  investing
activities  were $230K for the three  months  ended  September  30, 2005 for the
amount due from related to.

Net cash provided by financing  activities  was $1,051K in net proceeds from the
issuance of common stock for the three months ended September 30, 2005.

The Company has been able to meet its cash  requirements  by using revenues from
the sales of the Company's  products,  by  implementing a stringent cost savings
program,  and by using funds  provided by the private  offering of the Company's
common stock.  The Company has also  conserved  cash by issuing  common stock in
exchange for  services.  The  Company's  web design  projects,  sales of digital
security imaging systems through Shenzhen Golden Anke, and sales of call minutes
from the newly set up telecom division may provide revenues during the remainder
of the fiscal year sufficient to sustain our  operations,  although there can be
no  assurances  that such  revenues  will be  sufficient  to meet the  Company's
operating cash flow requirements.  If the Company's revenues are insufficient to
sustain the  Company's  operations  and the Company is unable to borrow money or
raise  funds by selling  securities,  the  Company  may be  required to severely
curtail, or possibly even cease, its operations.  The Company has no commitments
for funding and there can be no assurances that funding will be available to the
Company in the future on acceptable terms, or at all.

The Company continues to evaluate various opportunities to improve the operating
performance of the Company's  businesses and to invest in or acquire other types
of businesses.

Principal Commitments

At September 30, 2006,  the Company does not have any material  commitments  for
operating leases or capital expenditures, or have any transactions,  obligations
or relationships that could be considered off-balance sheet arrangements.

The Company has no long-term debt at September 30, 2006.

Off-Balance Sheet Arrangements

The Company does not have any  transactions,  obligations or relationships  that
could be considered off-balance sheet arrangements at September 30, 2006.

                                       17
<PAGE>

Recent Accounting Pronouncements

Fair Value of Financial  Instruments - The  estimated  fair values for financial
instruments  under SFAS No.  107,  "Disclosures  about  Fair Value of  Financial
Instruments", are determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be determined with
precision.  The estimated  fair values of the Company's  financial  instruments,
which  includes  cash and cash  equivalents,  accounts  receivable  and accounts
payable,  approximates  their carrying value in the financial  statements due to
the short-term nature of these financial instruments.

In November 2004, the FASB issued SFAS No. 151,  entitled  Inventory Costs -- An
Amendment of ARB No. 43,  Chapter 4. SFAS No. 151 amends the guidance in ARB No.
43, Chapter 4, entitled Inventory Pricing [June 1953], to clarify the accounting
for "abnormal  amounts" of idle facility expense,  freight,  handling costs, and
wasted material  [spoilage].  Before revision by SFAS No. 151, the guidance that
existed in ARB No. 43 stipulated that these type items may be "so abnormal" that
the appropriate accounting treatment would be to expense these costs as incurred
[i.e., these costs would be current-period  charges]. SFAS No. 151 requires that
these type items be  recognized  as  current-period  charges  without  regard to
whether the "so  abnormal"  criterion has been met.  Additionally,  SFAS No. 151
requires  that  allocation  of  fixed  production  overheads  to  the  costs  of
conversion be based on the normal  capacity of the  production  facilities.  The
adoption of SFAS 151 did not impact the financial statements.

In December  2004,  the FASB issued SFAS No. 152,  entitled  Accounting for Real
Estate  Time-Sharing  Transactions -- An Amendment of FASB Statements No. 66 and
67. SFAS No. 152 amends SFAS No. 66 to reference  the financial  accounting  and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA  Statement of Position 04-2. SFAS No. 152 also amends SFAS No. 67 to state
that the guidance for (a)  incidental  operations and (b) costs incurred to sell
real estate  projects does not apply to real estate  time-sharing  transactions.
The accounting for those  operations and costs is subject to the guidance of SOP
04-2.  This  statement is effective  for financial  statements  for fiscal years
beginning  after  June 15,  2005.  The  adoption  of SFAS 152 did not impact the
financial statements.

In  December  2004,  the  FASB  issued  SFAS  No.  153,  entitled  Exchanges  of
Nonmonetary  Assets -- An  Amendment of APB Opinion  No.29.  SFAS No. 153 amends
Opinion 29 to eliminate the exception for  nonmonetary  exchanges of nonmonetary
assets  that do not  have  commercial  substance.  A  nonmonetary  exchange  has
commercial  substance  if the future  cash flows of the entity are  expected  to
change  significantly as a result of the exchange.  The adoption of SFAS 153 did
not impact the financial statements.

In December 2004, the FASB issued SFAS No. 123 (Revised),  entitled  Share-Based
Payment.  This revised  Statement  eliminates the alternative to use APB Opinion
No. 25's intrinsic  value method of accounting that was provided in SFAS No. 123
as  originally  issued.  Under  Opinion 25,  issuing  stock options to employees
generally  resulted in  recognition  of no  compensation  cost.  This  Statement
requires  entities  to  recognize  the cost of  employee  services  received  in
exchange for awards of equity  instruments based on the grant-date fair value of
those awards.  For public companies that file as a small business  issuer,  this
Statement  is  effective  as of the  beginning  of the first  interim  or annual
reporting  period that begins after  December 15, 2005. The adoption of SFAS 123
(Revised)  will not impact  the  financial  statements  as the  Company  has not
granted any equity instruments to employees.

In May 2005, the FASB issued SFAS No. 154, entitled Accounting Changes and Error
Corrections--a  replacement of APB Opinion No. 20 and FASB Statement No. 3. This
Statement  replaces APB Opinion No. 20, Accounting  Changes,  and FASB Statement
No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes
the  requirements for the accounting for and reporting of a change in accounting
principle.  This  Statement  applies  to all  voluntary  changes  in  accounting
principle. It also applies to changes required by an accounting pronouncement in
the unusual instance that the pronouncement does not include specific transition
provisions.  Opinion  20  previously  required  that most  voluntary  changes in
accounting  principle be  recognized by including in net income of the period of
the change the cumulative  effect of changing to the new  accounting  principle.
This Statement  requires  retrospective  application to prior periods' financial
statements of changes in accounting  principle,  unless it is  impracticable  to
determine  either the  period-specific  effects or the cumulative  effect of the
change. This Statement defines retrospective application as the application of a
different  accounting principle to prior accounting periods as if that principle
had  always  been  used or as the  adjustment  of  previously  issued  financial
statements  to reflect a change in the reporting  entity.  This  Statement  also
redefines  restatement as the revising of previously issued financial statements
to reflect the  correction of an error.  The adoption of SFAS 154 did not impact
the financial statements.

In February  2006,  FASB issued SFAS No.  155,  "Accounting  for Certain  Hybrid
Financial  Statements".  SFAS No.  155  amends  SFAS No.  133,  "Accounting  for
Derivative Instruments and Hedging Activities" and SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
SFAS No. 155, permits fair value measurement for any hybrid financial instrument
that contains an embedded  derivative that otherwise would require  bifurcation,
clarifies which interest-only  strips and principal-only  strips are not subject
to the  requirements  of SFAS No. 133,  establishes  a  requirement  to evaluate
interest  in  securitized  financial  assets  to  identify  interests  that  are
freestanding  derivatives or that are hybrid financial  instruments that contain
an embedded derivative requiring  bifurcation,  clarifies that concentrations of
credit  risk in the form of  subordination  are not  embedded  derivatives,  and
amends  SFAS  No.  140  to  eliminate   the   prohibition   on  the   qualifying
special-purpose  entity from  holding a  derivative  financial  instrument  that
pertains  to a  beneficial  interest  other than  another  derivative  financial
instrument.  This statement is effective for all financial  instruments acquired
or issued  after the  beginning of the  Company's  first fiscal year that begins
after September 15, 2006.  Management believes that this statement will not have
a significant impact on the consolidated financial statements.

                                       18
<PAGE>

In March,  2006 FASB issued SFAS 156  "Accounting  for  Servicing  of  Financial
Assets" this Statement  amends FASB Statement No. 140.  Accounting for Transfers
and  Servicing of Financial  Assets and  Extinguishments  of  Liabilities,  with
respect  to the  accounting  for  separately  recognized  servicing  assets  and
servicing liabilities. This Statement:

6.   Requires an entity to recognize a servicing  asset or  servicing  liability
     each time it  undertakes  an  obligation  to service a  financial  asset by
     entering into a servicing contract.

7.   Requires  all  separately   recognized   servicing   assets  and  servicing
     liabilities to be initially measured at fair value, if practicable.

8.   Permits  an  entity  to  choose   "Amortization   method"  or  "Fair  value
     measurement  method"  for each  class of  separately  recognized  servicing
     assets and servicing liabilities:

9.   At  its  initial   adoption,   permits  a  one-time   reclassification   of
     available-for-sale  securities  to  trading  securities  by  entities  with
     recognized servicing rights, without calling into question the treatment of
     other available-for-sale  securities under Statement 115, provided that the
     available-for-sale  securities  are identified in some manner as offsetting
     the  entity's  exposure  to changes in fair  value of  servicing  assets or
     servicing  liabilities  that a servicer elects to  subsequently  measure at
     fair value.

10.  Requires   separate   presentation  of  servicing  assets  and  liabilities
     subsequently  measured at fair value in the statement of financial position
     and additional  disclosures for all separately  recognized servicing assets
     and servicing liabilities.

ITEM 3.  CONTROLS AND PROCECURES

(a)  Evaluation of Disclosure Controls and Procedures

Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act of 1934 is recorded,  processed,  summarized  and reported,  within the time
periods  specified  in the  rules  and  forms  of the  Securities  and  Exchange
Commission.  Disclosure  controls and procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed in the reports filed under the Exchange Act of 1934 is accumulated and
communicated  to  management,  including its  principal  executive and financial
officers,   as  appropriate,   to  allow  timely  decisions  regarding  required
disclosure.

The  Company  carried  out an  evaluation,  under the  supervision  and with the
participation of the Company's management, including its principal executive and
financial  officer,  of the  effectiveness  of the design and  operation  of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based upon and as of the date of that evaluation,  the Company's
principal   executive  and  financial   officer  concluded  that  the  Company's
disclosure  controls and  procedures  are  effective to ensure that  information
required to be disclosed in the reports the Company  files and submits under the
Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms.

(b)  Changes in Internal Controls

There were no changes in the  Company's  internal  controls or in other  factors
that could have significantly  affected those controls subsequent to the date of
the Company's most recent evaluation.

                                       19
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         Not applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

         Not applicable.


Item 3.  Defaults Upon Senior Securities.

         Not applicable.

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

         Not applicable.

Item 5.  Other Information.

         Not applicable


Item 6.  Exhibits

2.1     Articles of Merger
3.1     Articles of Incorporation
3.2     Bylaws *
10.1    Employment Agreement, dated March 12, 2004, between Intermost
        Corporation and Andy Lin (2)
10.2    Amendment to Employment Agreement dated March 12, 2004 between
        Intermost Corporation and Andy Lin*
10.3    Cooperative Agreement re: formation of Jiayin E-Commerce joint
        venture (1)
10.4    Agreement Regarding Transfer of Properties on 38th Floor, Guomao
        Building (3)
10.5    Shareholding  Transfer  Agreement dated May 23, 2003 between IMOT
        Information  Technology  (Shenzhen) Ltd. and Shanghai Newray Business
        Development Co., Ltd. (4)
10.6    Share Transfer  Agreement among IMOT  Information  Technology
       (Shenzhen)  Ltd.,  Shenzhen Golden Anke Technology Co. Ltd., Intermost
        Corporation, Tu Guoshen and Li Zhiquan (5)
10.7    Sale and Purchase  Agreement among IMOT  Information  Technology
       (Shenzhen)  Ltd.,  Shanghai  Fortune Venture  Limited,  North Shanghai
        Branch of Shanghai  Technology  Property Right Exchange  Center and
        Intermost Corporation (6)
10.8    Distributorship  Agreement dated November 28, 2002 between KanHan
        Technologies  Limited and ChinaE.com Information Technology Ltd. (7)
10.9    Intermost Corporation 2003 Equity Incentive Plan (8)
10.10   Sales and Purchase Agreement between IMOT Information Technology
       (Shenzhen) Ltd. And Huang Xiujuan dated May 23, 2006 (10)
16.1    Letter on Change in Certifying Accountant (9)
21.1    Significant Subsidiaries
31.1*   Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
        and 15d-14(a)
31.2*   Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and
        15(d)-14(a)
32.1*   Certification Pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section  906 of the Sarbanes-Oxley Act of 2002
32.2*   Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002

*Filed herewith.

(1)      Incorporated by reference to the respective exhibits filed with
         Registrant's Registration Statement on Form 10-SB (Commission File No.
         0-30430).

                                       20
<PAGE>

(2)    Incorporated by reference to the exhibit filed with the Registrant's
       Current Report on Form 8-K filed with the SEC on March 25, 2004.
(3)    Incorporated by reference to the respective exhibits filed with the
       Registrant's Quarterly Report on Form 10-QSB for the quarter ended March
       31, 2000.
(4)    Incorporated by reference to the exhibit filed with the Registrant's
       Current Report on Form 8-K filed with the SEC on June 9, 2003.
(5)    Incorporated by reference to the exhibit filed with the Registrant's
       Current Report on Form 8-K filed with the SEC on August 17, 2004.
(6)    Incorporated by reference to the exhibit filed with the Registrant's
       Current Report on Form 8-K filed with the SEC on April 26, 2004.
(7)    Incorporated by reference to the exhibit filed with the Registrant's
       Current Report on Form 8-K filed with the SEC on February 14, 2003.
(8)    Incorporated by reference to the exhibit filed with the Registrant's
       Proxy Statement filed with the SEC on January 6, 2004.
(9)    Incorporated by reference to the exhibit filed with the Registrant's
       Current Report on Form 8-K filed with the SEC on March 8, 2004.
(10)   Incorporated by reference to the exhibit filed with the Registrant's
       Current Report on Form 8-K filed With the SEC on July 27, 2006

                                   SIGNATURES

In accordance with Section 13 or 15(d) the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                    INTERMOST CORPORATION

                                    (Registrant)


Date:   November 14, 2006           By:  /s/DENG XIANG XIONG
                                     ------------------------------------
                                        Deng Xiang Xiong
                                        Acting Chief Executive Officer

Date:    November 14, 2006          By:  /s/ CHEN SYH KWA
                                     -------------------------------------
                                        Chen Syh Kwa
                                        Chief Accounting Officer

                                       21
<PAGE>



                                                                   Exhibit 31

                                  CERTIFICATION

I, Deng Xiang Xiong,  Acting Chief Executive  Officer of Intermost  Corporation,
certify that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Intermost
     Corporation (the "Company") for the three months ended September 30, 2006;

2.   Based on our knowledge,  this report does not contain any untrue  statement
     of a material fact or omit to state a material  fact  necessary to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on our  knowledge,  the  financial  statements,  and other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the Company as of, and for, the periods presented in this report;

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
     the Company and we have:

     (a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under my supervision,
         to ensure that material information relating to the Company, including
         its consolidated subsidiaries, is made known to us by others within
         those entities, particularly during the period in which this report is
         being prepared;

     (b) Evaluated the effectiveness of the Company's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the Company's internal control
         over financial reporting that occurred during the Company's most recent
         fiscal quarter that has materially affected, or is reasonably likely to
         materially affect, the Company's internal control over financial
         reporting; and

5.   I have disclosed, based on my most recent evaluation of internal control
     over financial reporting, to the Company's auditors and the audit committee
     of the Company's board of directors (or persons performing the equivalent
     functions):

     (a) All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the Company's ability to record,
         process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Company's internal
         controls over financial reporting.

Date:   November 14, 2006                        /s/ DENG XIANG XIONG
                                                 -------------------------------
                                                 Deng Xiang Xiong
                                                 Acting Chief Executive Officer

                                       22
<PAGE>


                                  CERTIFICATION

I, Chen Syh Kwan,  Chief  Financial  Officer of Intermost  Corporation,  certify
that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Intermost
     Corporation (the "Company") for the three months ended September 30, 2006;

2.   Based on our knowledge,  this report does not contain any untrue  statement
     of a material fact or omit to state a material  fact  necessary to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on our  knowledge,  the  financial  statements,  and other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the Company as of, and for, the periods presented in this report;

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
     the Company and we have:

     (a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under my supervision,
         to ensure that material information relating to the Company, including
         its consolidated subsidiaries, is made known to us by others within
         those entities, particularly during the period in which this report is
         being prepared;

     (b) Evaluated the effectiveness of the Company's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the Company's internal control
         over financial reporting that occurred during the Company's most recent
         fiscal quarter that has materially affected, or is reasonably likely to
         materially affect, the Company's internal control over financial
         reporting; and

5.   I have disclosed, based on my most recent evaluation of internal control
     over financial reporting, to the Company's auditors and the audit committee
     of the Company's board of directors (or persons performing the equivalent
     functions):

     (a) All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the Company's ability to record,
         process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Company's internal
         controls over financial reporting.

Date:   November 14, 2006

                                                        /s/ CHEN SYH KWAN
                                                        ------------------------
                                                        Chen Syh Kwan
                                                        Chief Financial Officer


                                       23
<PAGE>


                                                                    Exhibit 32

                                  CERTIFICATION
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002,  and in  connection  with the  filing by  Intermost
Corporation  (the "Company") with the Securities and Exchange  Commission of its
Quarterly  Report on Form 10-QSB for the three months ended  September  30, 2006
(the  "Report"),  the  undersigned,  Deng Xiang Xiong,  Acting  Chief  Executive
Officer of the Company, does hereby certify, that to the best of his knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.


Date:   November 14, 2006                    /s/ DENG XIANG XIONG
                                             -----------------------------------
                                             Deng Xiang Xiong
                                             Acting Chief Executive Officer

                                       24
<PAGE>



                                                                    Exhibit 32

                                  CERTIFICATION
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002,  and in  connection  with the  filing by  Intermost
Corporation  (the "Company") with the Securities and Exchange  Commission of its
Quarterly  Report on Form 10-QSB for the three months ended  September  30, 2006
(the "Report"),  the undersigned,  Chen Syh Kwan, Chief Financial Officer of the
Company, does hereby certify, that to the best of his knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.


Date:   November 14, 2006                           /s/ CHEN SYH KWAN
                                                  -----------------------------
                                                    Chen Syh Kwan
                                                    Chief Financial Officer


                                       25