Invech (IVHI) 10QSB/A Quarterly report (small business) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

Amendment No. 1

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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the Quarterly Period July 31st, 2005

or

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the Transition Period From              to              

Commission File Number 000-25553

AMERSIN LIFE SCIENCES
CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA (State or other jurisdiction of incorporation or organization) 98-0419476  (I.R.S. Employer Identification No.)

Tian Yuan, 5^th Floor, Xiangyi Hotel,
Baofeng Er Lu, Hankou, Wuhan, China  (Address of principal executive office) 10022 (Zip Code)

Registrant’s telephone number, including area code (604) 881-2899

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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  ¨

The number of shares outstanding of the registrant’s common stock as of July 31st, 2005  33,336,885.

Transitional Small Business Disclosure Format (check one):    ¨  Yes    x  No  

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EXPLANATORY NOTE

ThisAmendment on Form 10-QSB/A amends and restates Part 1 “Financial Information” of the Quarterly Report on Form 10-QSB for the quarter ended July 31st, 2005 (the “2005 Q2 10-QSB”) of Amersin Life Sciences Corporation (the “Company”) to include a revised Balance Sheets, Statements of Income, Statement of Retained Earnings, Statements of Cash Flows and Notes thereto.

This Amendment does not affect any other section of the 2005 Q2 10-QSB not otherwise discussed herein and continues to speak as of the date of the 2005 Q2 10-QSB. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission subsequent to the filing of the 2005 Q2 10-QSB.

		AMERSIN LIFE SCIENCES CORPORATION  Form 10-QSB/A - Amendment No 1  For the Quarter Ended July 31st, 2005 T A B L E  O F  C O N T E N T S
Part I - Financial Information			Page
Item 1 -Financial Statements
	a)Balance Sheets		3
	b)Statements of Income		4
	c)Statement of Retained Earnings		5
	d) Statement of Cash Flow		7
	e) Notes to the Consolidated Financial Statements		8
Signatures and Certifications			18

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AMERSIN LIFE SCIENCES CORPORATION

Notes to Financial Statements

July 31st, 2005

(Expressed in U.S. Dollars)

(Unaudited)

Note 1.  ORGANIZATION AND NATURE OF BUSINESS

(a)

Amersin Life Science Corporation (“the Company”) was incorporated in the State of Nevada, U.S.A. on December 18, 1998, under the name of Explore Technologies, Inc. The capital of the company was consolidated on the basis of one new for ten old on September 24^th, 2001. In April 2002 the name of the company was changed from Explore Technologies Inc. to Pan Asia Communications Corp.   Effective April 2, 2003, the Company underwent a name change from Pan Asia Communications Corp. to Hubei Pharmaceutical Group, Ltd. and consolidated its capital on a 10 old for 1 new basis. It changed its name to Amersin Life Sciences Corporation on January 6, 2005.

In the exploration stage, the Company engaged in the acquisition, exploration and development of mineral properties.  These endeavors did not lead to revenues or an operational business unit.  The Company entered into the pharmaceutical business through joint venture, effective the fiscal year ended January 31, 2004 subsequently selling its interest following acquisition of a controlling interest in a second joint venture that same year.

(b)

By agreement dated May 26, 2004, the Company agreed to acquire the majority partners, 60% controlling interest in Hubei Tongji Benda Ebei Pharmaceutical Co., Ltd. (“Benda”) through the issuance of 1,600,000 common shares of the Company at a price of $0.68 per share for $1,088,000, and the issuance of an additional 1,400,000 common shares at a price of $0.68 per share for $952,000, the latter for a license for one of the new biotech products, and the investment of $1,425,000 (12,000,000RMB) within one year of closing the transaction and $220,000 of the latter has been paid, leaving a balance outstanding at July 31st, 2005 of $1,205,000.  

Subsequent to this quarter ended July 31^st, 2005 the company elected, under the terms of the acquisition agreement, not to advance additional funds to complete payment for its interest or to provide additional working capital to the Chinese Joint Venture pharmaceutical manufacturing corporation in which it holds a majority interest with the anticipated outcome that it will no longer hold a majority interest in the joint venture.  Accordingly, accumulated figures for the statements of income, retained earnings (deficit) and cash flows are no longer disclosed.

(c)  

Subsequent to the quarter ended July 31, 2005, the Company negotiated with its minority partners in the Hubei Tongji Benda Ebei Pharmaceutical Co., Ltd. (“Benda”) and with Benda Science and Technology, controlled by the minority partners from whom it acquired its interest as to how they wish to proceed.  Negotiations are not yet completed, however, the present position is as follows:

1.

Amersin would continue to hold an interest equivalent to its paid up value of authorized capital (approximately 15.67%) of $220,000 for an as yet unspecified period of time.  

2.

The investment would be recorded in these financial statement as a non current investment but has since been restated as part of this amendment to be proceeds receivable from disposal of the Company’s interest in the Joint Venture

3.

.At some point Amersin may sell its interest in exchange for the capital it has invested to date.

4.

Shares issued to date with respect to the acquisition (1,600,000) would be returned to treasury.

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5.

A termination agreement would have an expected effective date, of the beginning of the second quarter ended July 31, 2005.

6.

Benda operations are not consolidated with Amersin effective May 1, 2005.

(d)

Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America applicable to a going concern which assume that the Company will realize its assets and discharge its liabilities in the normal course of business.  The Company has incurred losses of $1,311,838 to July 31, 2005.  The Company has a working capital deficiency of $169,746 at July 31, 2005.  These factors create doubt as to the ability of the Company to continue as a going concern.  Realization values may be substantially different from the carrying values as shown in these financial statements should the Company be unable to continue as a going concern.  Management is in the process of identifying sources for additional financing to pay its commitments, fund working capital, and the ongoing development of the Company’s business.

Note 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of Presentation

These financial statements have been prepared in accordance with Accounting Principles Generally Accepted in the United States (“USGAAP).

(b)

Use of Estimates

The preparation of financial statements in conformity with USGAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.

(c)

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on deposit and highly liquid short-term interest bearing securities with maturity at the date of purchase of three months or less.

(d)

Compensated Absences

Employees of the corporation are entitled to paid vacations, sick days and other time off depending on job classification, length of service and other factors in the accompanying consolidated financial statements and these costs are accrued and included in accounts payable and accrued liabilities.

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(e)

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements.  Deferred tax assets and liabilities are included in the financial statement at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB Statement No. 109, Accounting for Income Taxes.  Deferred tax assets are reduced by a valuation reserve to nil due to uncertainty of applying tax losses brought forward.  As changes in tax laws or rate are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

(f)

Stock Based Compensation

Effective January 1, 2005, the Company adopted revised SFAS No. 123, “Share-Based Payment” which replaces SFAS No. 123 “Accounting for Stock-Based Compensation” and supersedes APB Opinion No.25, “Accounting for Stock Issued to Employees.”  This statement, which requires the cost of all share-based payment transactions be recognized in the financial statements, establishes fair value as the measurement objective and requires entities to apply a fair-value-based measurement method in accounting for share-based payment transaction.  The statement applies to all awards granted, modified repurchased or cancelled after January 1, 2005, and unvested portion of previously issued and outstanding awards.  Stock-based compensation newly issued in 2005 is expensed in accordance with the fair value based method of accounting.  The fair value of equity inst ruments issued to employees is measured on the date of grant and recognized as compensation expense over the applicable vesting period.  The Company estimates the fair value of stock options using the Black-Scholes option valuation model, as outlined in Note 5..  

 (g)

Net Profit (Loss) Per Share

Basic earnings per share are computed on the basis of the weighted average number of common shares outstanding during each year.

Diluted earnings per share are computed on the basis of the weighted average number of common shares and dilutive securities outstanding.  Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation.

(h)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents which are not collateralized.  The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial institutions.

 (i)

Foreign Currency Translation

The reporting currency of the Company is the United States Dollar. The accounts of other currencies are translated into US Dollars on the following basis:

Monetary assets and liabilities are translated at the current rate of exchange.

The weighted average exchange rate for the period is used to translate revenue, expenses, and gains or losses from the functional currency to the reporting currency.

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Cumulative currency translation adjustments are reported as a separate component of stockholders’ equity and not recognized in net income.  Gains or losses on remeasurement from the recording currency are recognized in current net income.

Gains or losses from foreign currency transactions are recognized in current net income.

Fixed assets are measured at historical exchange rates that existed at the time of the transaction.

Depreciation is measured at historical exchange rates that existed at the time the underlying related asset was acquired.

(j)

Revenue Recognition

Sales are recognized when the revenue is realized or realizable, and has been earned, in accordance with the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements”.  The Company’s sales are related to sales of product.  Revenue for product sales is recognized as risk and title to the product transfer to the purchaser, which usually occurs at the time of the shipment.  Substantially all of the Company’s products are sold FOB (“free on board”) shipping point.  Title to the product passes when the product is delivered to the freight carrier.  Freight costs and any directly related associated costs of transporting finished product to customers are recorded as “Cost of Sales.”

(k)

Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, and current liabilities.

It is management’s opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments, as the fair value of these financial instruments approximate their carrying values.

(l)

Segmented Information

The Company’s identifiable assets are located in the following countries:

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(-1)			Canada		China		Total
Current assets		$	186,156	$	-	$	186,156
Cash restricted as to use			-		82,056		82,056
*			5,287		-		5,287
*			-		10,456,600		10,456,600
Other assets			-				-
Total assets			191,443		10,538,656		10,730,099
Year Ended January 31, 2005
General and Administration Costs			(1,171,303)		-		(1,171,303)
Loss on disposal of HBJV			-		(423,777)		(423,777)
	-		2,357,172		2,357,172
Net Profit (Loss) for the Period		$	(1,171,303)	$	1,933,395	$	762,092

(m)

Property, Plant and Equipment

Fixed assets are stated at cost less accumulated depreciation.  Depreciation is recorded at the following rates, based upon the useful life of the assets:

Buildings	-	6% per annum on a straight-line basis
Manufacturing equipment	-	20% per annum on a straight-line basis
Computer equipment	-	30% per annum on the declining balance basis

(-1)		Accumulated	Net Book
	Cost	Depreciation	Figure
Computer equipment	8,888	4,735	4,153

(-1)				Accumulated
		Cost		Depreciation		*
Computer equipment		8,888		3,601		5,287
	$	8,888	$	3,601	$	5,287

Note 3.  RELATED PARTY TRANSACTIONS

The Company acquired computers and printers for $8,888 (CAD$9,180.18) from a company related to a Director during the year ended January 31, 2004.  

Managements fees of $69,218 (six month period ended July 31, 2004 - $47,540) were paid to Directors of the Company for the six month period ended July 31 2005.

The balance of current loans, disclosed as current liabilities at July 31, 2005, from related parties of $44,279, was borrowed from the directors of the Company.  The loans are unsecured, non interest bearing, with no specific terms of repayment.

A former Director and Corporate Secretary appointed on April 2, 2003, received an option to purchase 500,000 shares at a price of $0.22 in August 2003 and exercised 25,000 shares from that option in

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December 2003.  This option matures on August 20, 2008.  A management services agreement pays $75,000 ($90,000Cdn) to a company in which this former Director and Corporate Secretary owns an interest.  The agreement is for a one year term and is renewable annually unless terminated by either party.

Note 4. PENSION AND EMPLOYMENT LIABILITIES

The company does not have liabilities as at July 31, 2005, for pension, post employment benefits or post-retirement benefits.  The company does not have a pension plan.

Note 5.  SHARE CAPITAL

Net Loss Per Share

Basic and diluted weighted average number of shares outstanding for the period ended July 31, 2005 are as follows:

			*
		2005		2004
Weighted average number of shares (after forward split)
	Basic	33,289,177		31,296,129
	Warrants	1,888,678		1,716,427
	Options	1,775,000		1,725,000
		3,663,678		3,441,427
	Diluted  (2004 20,207,046; loss - anti dilutive)	36,952,855		34,737,556
Net Profit (Loss) per share
	Basic	$(0.03)		$(0.00)
	Diluted	$(0.03)		$(0.00)

Stock-Based Compensation

Stock options outstanding as at July 31, 2005 are as follows:

	Date Granted	Number of Shares	Exercise Price	Maturity Date
Reid Li, President	8/21/2003	750,000	$0.22	8/20/08
Eric Fletcher, Secretary	8/21/03	475,000	$0.22	8/20/08
Howard Milne/HDM Capital Inc.	10/23/03	500,000	$0.50	8/20/08
Rolf-Dieter Monning	1/10/05	10,000	$0.50	1/10/07
Egon Andre	1/10/05	20,000	$0.50	1/10/07
Susan Fletcher	1/10/05	20,000	$0.50	1/10/07
Total

Note 5.  SHARE CAPITAL (Cont’d)

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Stock-based compensation of $322,146 is expensed for the fiscal year ended January 31, 2005, and is disclosed as a separate classification of shareholders’ equity as Contributed Surplus of $322,146 at January 31, 2005 and July 31, 2005.

The fair value of these options was determined using the Black-Scholes option pricing model, recognizing forfeitures as they occur, using the following assumptions:

Options not yet forfeited	1,775,000
*	-
Expected forfeited per year	0
Stock price	$0.26
Risk free interest rate	4.50%
Expected volatility	0.900000
Expected dividend yield	$0

The Black-Scholes option valuation model was developed for use in estimating the fair

value of traded options that are fully transferable and have no vesting restrictions.  The Company’s stock options are not transferable and cannot be traded.  The Black-Scholes model also requires an estimate of expected volatility.  The Company uses historical volatility rates of the Company to arrive at an estimate of expected volatility.  Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore do not necessarily provide a reliable measure of the fair value of the Company’s stock options.

Warrants

Warrants to purchase 1,888,678 shares of common stock are outstanding at July 31, 2005, as follows:

Exercise
Price		Number of
Per share	Expiry Date	Shares
$1.50	November 14th, 2005	301,300
$1.50	February 13th, 2006	99,928
$1.50	March 13th, 2006	150,000
$1.50	April 2nd, 2006	436,200
$0.90 $1.50	to February 1, 2006 thereafter to February 1, 2007	50,000
$0.90 $1.50	to March 1, 2006 thereafter to March 1, 2007	400,000
$0.90 $1.50	to March 15, 2006 thereafter to March 15, 2007	25,000
$0.90 $1.50	to September 15, 2005 thereafter to September 15, 2006	155,000

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$0.90 $1.50	to September 30, 2005 thereafter to September 30, 2006	51,250
$0.90 $1.50	to November 16, 2005 thereafter to November 16, 2006	220,000
Total		1,888,678

Note 6.

INCOME TAX

The Company has losses forward of $1,311,838 for income tax purposes to July 31, 2005.  There are no current or deferred tax expenses for six month periods ended July 31, 2005 and July 31, 2004, due to the Company's loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company's ability to generate taxable income within the net operating loss carry forward period.   Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes. The income tax effect of temporary differences comprising the deferred tax assets and deferr ed tax liabilities on the accompanying consolidated balance sheets is a result of the following:

		*
	2005		2004
Deferred tax assets	$446,025		$749,548
Valuation allowance	$(446,025)		(749,548)
Net deferred tax assets	$-		$-

A reconciliation between the statutory federal income tax rate and the effective income rate of income tax expense for the six month periods ended July 31, 2005 and 2004 is as follows:   

	2005	2004
Statutory federal income tax rate	0.3%	0.3%
Valuation allowance	-0.3%	-0.3%
Effective income tax rate	0.0%	0.0%

The benefit of a potential reduction in future income taxes has not been recorded as an asset at July 31, 2005 as it is reduced to nil by a valuation allowance, due to uncertainty of the application of losses.

Note 7.

DISCONTINUED OPERATIONS - Hubei Tongji Benda Ebei Pharmaceutical Co., Ltd.

Subsequent to the quarter ended July 31, 2005, on September 15^th, 2005 the company notified the minority partners in its Hubei Tongji Benda Ebei Pharmaceutical Co. Ltd. joint venture in that it did not believe it would be in the best interest of its shareholders to advance additional funds to complete

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payment for its interest or to provide additional working capital.  The company negotiated with its joint venture partner and entered into an agreement on October 16th to sell its interest back to the party from whom it acquired the interest in exchange for the return of 1.6 million common shares of the company, release from an obligation to issue an additional 1.4 million shares, release from the obligation to pay the remaining $1,205,000 of the original purchase price, $220,000 payable by the minority partner to Amersin on or before April 16^th, 2006 and an effective date of the beginning of the second quarter ended July 31^st, 2005.  Benda operations are not consolidated with Amersin, effective May 1, 2005.  The assets sold consisted primarily of accounts receivable, inventories, property and equipment, and other assets.  The buyer also a ssumed certain accounts payable and accrued liabilities

In accordance with Statement of Financial Accounting Standards No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets,” the Company has reclassified the results from its pharmaceutical business in Benda as discontinued operations, restating previously reported results to reflect the reclassification on a comparable basis.  The operational results and the loss associated with the sale of this business are presented in the Income From Discontinued Operations, net of tax” line item in the statements of income.  The assets and liabilities of Benda were classified as held for sale at the acquisition date because the transfer of assets qualifies for recognition as a completed sale, within one year.  

Summarized financial information for Benda is as follows:

	2005	2004
*		2,151,563	-
**		(1,198,518)	-

The assets and liabilities of the discontinued operations are presented separately under the captions “Assets of discontinued division”; and “Liabilities of discontinued division,” respectively, in the accompanying balance sheets at July 31, 2005 and January 31, 2005, and consist of the following:

Note 8.

LAWSUIT

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The amount of $82,056 is restricted as to use as it is on deposit with the Court in China related to a dispute with a former director of the former Hubei Pharmaceutical Company joint venture.  The joint venture filed its opposition to this dispute and, as a result, the former director was imprisoned.  If recovered into the former Joint Venture, the funds would be for the account of the Company.

Note 9.  SUBSEQUENT EVENTS

On September 15, 2005 the Company notified the minority partners in its Hubei Tongji Benda Ebei Pharmaceutical Co. Ltd. (“Benda”) joint venture in Hubei Province China that it believed that it would not be in the best interest of its shareholders to advance additional funds to complete acquisition of its interest or to provide additional working capital.   Subsequent to that it negotiated with its minority partners in the Hubei Tongji Benda Ebei Pharmaceutical Co., Ltd. (“Benda”) and with Benda Science and Technology, controlled by the minority partners form whom it acquired its interest as to how they wish to proceed.  Negotiations are not yet complete, however, the present position is as follows:

a)

Amersin would continue to hold an interest equivalent to its paid up value of authorized capital (approximately 15.67%) of $220,000 for an as yet unspecified period of time.  The investment would be recorded in these financial statement as a non current investment but has since been restated as part of this amendment to be proceeds receivable from disposal of the Company’s interest in the Joint Venture.

b)

At some point Amersin may sell its interest in exchange for the capital it has invested to date.  

c)

Shares issued to date with respect to the acquisition (1,600,000) would be returned to treasury.  

d)

A termination agreement would have an expected effective date, of the beginning of the second quarter ended July 31, 2005.

e)

Benda operations are not consolidated with Amersin effective May 1, 2005.

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 SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated this 1st day of August, 2006, Amersin Life Sciences Corporation

By:	/s/ H. Y. Li
	H. Y. (Reid) Li, President, CEO

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 EXHIBIT 31.1

OFFICER’S CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Reid Li, certify that:

1. I have reviewed the amendments to this quarterly report on Form 10-QSB of Amersin Life Sciences Corporation;

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

4. The small business issuer’s other certifying officer and myself are responsible for establishing and maintain disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, 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 small business issuer’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 small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting.

Date: August 1st, 2006

/s/ H. Y. (Reid). Li

H. Y. (Reid) Li

Chief Executive Officer

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EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, H. Y. (Reid) Li, Chief Executive Officer of Amersin Life Sciences Corporation (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the amendments to Quarterly Report of the Company on Form 10-QSB for the three months ended July 31st, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 1st, 2006

/s/ H. Y. (Reid). Li

H. Y. (Reid) Li

Chief Executive Officer

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