Media Century International 20-F 2006 FY Annual report (foreign)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

[  ]  Registration Statement Pursuant To Section 12(B) Or (G) Of The Securities Exchange Act Of 1934

Or

[  ]  Transition Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For The Transition Period From ____________ To _______________

Or

[X] Shell Company Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

Commission File Number: 333-110071

MEDIA CENTURY INTERNATIONAL LIMITED

 (Exact name of Registrant as specified in its charter)

Rooms 3505-06, 35^th Floor

Edinburgh Tower, The Landmark

15 Queen’s Road Central, Hong Kong

(Address of Principal Executive Offices)

British Virgin Islands

(Jurisdiction of incorporation or organization)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class   Name of each exchange on which registered

______________________  ___________________________________

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Stock

(Title of Class)

___________________________________________________________________________

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

_______________________________________________________________________

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 6,000,000 shares of common stock issued and outstanding

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.  [ X ] Yes  [  ] No

Indicate by check mark which financial statement item the registrant has elected to follow.

[X ] Item 17   [  ] Item 18

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TABLE OF CONTENTS

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ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Directors and senior management.

The following table sets forth the names and ages of the officers and directors of Media Century International Limited (the “Company,” “MEDIA”) as of July 31, 2006.  The Company has not had standing audit, nominating or compensation committees of the Board of Directors or committees performing similar functions. All such applicable functions have been performed by the Board of Directors as a whole.  The Company has not engaged in any transactions in the last two years in which any of these officers and directors had an interest.

The directors and executive officers currently serving the Company are as follows:

NAME AND ADDRESS	AGE	POSITION
Li Sze Tang 3505-06, 35th Floor Edinburgh Tower, The Landmark 15 Queen’s Road Central, Hong Kong	47	CEO and Chairman
Lau Hing Bun 3505-06, 35th Floor Edinburgh Tower, The Landmark 15 Queen’s Road Central, Hong Kong	36	CFO and Director

The directors named above will serve until the next annual meeting of the Company’s stockholders or until their successors have been appointed.  Thereafter, directors will be elected for one-year terms at the annual stockholders’ meeting.  Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated. There is no arrangement or understanding between any of the directors or officers of the Company and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current directors to the Company’s board.  There are also no arrangements, agreements, or understandings between non-management shareholders and managemen t under which non-management shareholders may directly or indirectly participate in or influence the management of the Company’s affairs.

Auditors.

The company’s auditor is PKF, Certified Public Accountants in Hong Kong.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

N/A

ITEM 3.

KEY INFORMATION

Selected Financial Data

Selected financial data for the years ending Dec 31, 2004 and Dec 31, 2005 below, is derived from the audited financial statements of the subsidiary company, Digitalone Limited, while the selected financial

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data for year ended Dec 31, 2001, Dec 31, 2002, and Dec 31, 2003, is derived from the unaudited financial statement of the subsidiary company, Digitalone Limited.

All currency referenced in this report refers to United States dollars unless otherwise indicated.

	2001	2002	2003	2004	2005
	(unaudited)	(unaudited)	(unaudited)	(audited)	(audited)
Statement of operations
Revenues	$159,552	$97,522	$151,654	$222,841	$121,318
Net Profit/Loss	($30,520)	($9,128)	$40,924	$35,928	$1,008
Net Profit/Loss Per Share	($30.52)	($9.13)	$40.92	$35.93	$1.01
Common Stock outstanding	1,000	1,000	1,000	1,000	1,000
Balance Sheet Data
Current Assets	$16,010	$15,418	$38,304	$67,018	$24,293
Total Assets	$26,522	$23,417	$44,598	$73,916	$29,896
Total Liabilities	$67,695	$73,718	$53,974	$47,365	$19,388
Shareholders' Equity	($41,173)	($50,301)	($9,376)	$26,551	$10,508

(1) The number of shares issued and outstanding has been adjusted to reflect the effect of a 5:1 forward split completed on or about July 11, 2005.

Exchange Rate Information

We prepare the financial statements of our subsidiary company, Digitalone Limited, in Hong Kong dollar (HKD).These reports contain translations ofHKD amounts into U.S. dollars, and U.S. dollars intoHKD. You should not assume thatHKD amounts could actually be converted into U.S. dollars at these rates or at all.

The Basic Law of Hong Kong provides that no foreign exchange control policies will be applied in Hong Kong and that the Hong Kong dollar will be freely convertible. During the Asian regional economic crisis in 1998, however, the Hong Kong Government intervened on several occasions in the foreign exchange market by purchasing Hong Kong dollars and selling US dollars to support the value of the Hong Kong dollar.

The market exchange rate of the Hong Kong dollar against the US dollar continues to be determined by the forces of supply and demand in the foreign exchange market. However, from October 17, 1983 to May 18, 2005, the Hong Kong dollar was linked to the US dollar such that it was not allowed to appreciate above the rate of HK$7.80 to US $1.00. The central element in the arrangements that gave effect to this link was an agreement between the Hong Kong Government (through the Hong Kong Monetary Authority, or HKMA) and the three Hong Kong banks that are authorized to issue Hong Kong currency in the form of banknotes. Since May 18, 2005, pursuant to two convertibility undertakings, the HKMA has undertaken to buy US dollars from licensed banks at the rate of HK$7.75 to US $1.00, if the market exchange rate for HK dollars is higher than such rate, and to sell US dollars at HK$7.85 to US

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$1.00 if the market exchange rate for HK dollars is lower than such rate. If the market exchange rate is between HK$7.75 and HK$7.85 to US $1.00, the HKMA may choose to conduct market operations with the aim of promoting the smooth functioning of the money market and the foreign exchange market. As a result, the market exchange rate has not deviated significantly from the level of HK$7.80 to US $1.00. The exchange rates set forth below between the Hong Kong dollar and the US dollar (in HK$ per US $) are based on the noon buying rate in New York City for cable transfers in Hong Kong dollars as certified for customs purposes by the Federal Reserve Bank of New York. On April 28, 2006, the exchange rate was HK$7.7529 per US $1.00. Unless otherwise indicated, the translation of Hong Kong dollars into US dollars has been made at the rate of HK$7.80 to US $1.00.

The following table sets out the high and low exchange rates in effect for each of the months indicated:

	Exchange Rates
	High	Low
	(HK$ per US $1.00)
November 2005	7.7570	7.7514
December 2005	7.7548	7.7516
January 2006	7.7571	7.7506
February 2006	7.7618	7.7564
March 2006	7.7620	7.7570
April 2006	7.7598	7.7529

The following table sets forth the average exchange rates calculated by using the average of the exchange rates on the last day of each month for each of the years indicated:

Year ended December 31,	Average Exchange Rate
	(HK$ per US $1.00)
2001	7.7996
2002	7.7996
2003	7.7864
2004	7.7899
2005	7.7755

Capitalization and Indebtedness

Below is a statement of the capitalization and indebtedness (including indirect and contingent indebtedness) of the Company as of July 31, 2006, showing the company’s capitalization on an actual basis:

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Indebtedness	$	57,558
Shareholders’ Equity
Common Stock, par value $0.02; 500,000,000 shares authorized, 6,000,000 shares issued and outstanding		120,000
Additional paid-in capital		90,000
Retained earnings (loss)		(197,103)
Total Shareholders' equity and capitalization		12,897

Risk Factors

Our success depends on attracting and retaining qualified employees, the failure of which could result in a material decline in our revenues.

Our intended business involves the delivery of professional IT services to our clients. Therefore, our success will depend in large part upon our ability to attract and retain highly skilled IT consultants, including project managers and other technical specialists. Highly skilled IT consultants are in particularly great demand and are likely to remain a limited resource for the foreseeable future. We compete for our employees with many other companies, most of which have greater financial and other resources. There can be no assurance that we will be able to attract and retain sufficient numbers of highly skilled IT consultants. The loss of some or all of our IT consultants could have a material adverse impact on our ability to secure and complete engagements. Although we intend to utilize the services of a significant number of independent contractors to act as consultants, we believe we can obtain the services of a sufficient number of independent contractors to fulfill our needs as new projects commence. These independent contractors will not be our employees; however, there can be no assurance that the services of these independent contractors will continue to be available to us on terms acceptable to us.  We may have difficulty recruiting and retaining sufficient numbers of qualified personnel, which could result in a material decline in our revenues.  In addition, increased compensation levels could materially and adversely affect our financial condition or results of operations.

We depend on the services of a limited number of personnel who would be difficult to replace, and if not replaced could materially and adversely impact our profitability.

Our success depends significantly on the continued services of our senior management.  In particular, our success depends on the continued efforts of Mr. Li Sze Tang, our Chief Executive Officer and Chairman of the Board of Directors, and Mr. Lau Hing Bun, our Chief Financial Officer and one of our Directors.  We do not carry key-man life insurance policies for either Mr. Li or Mr. Lau.  Currently, we do not have any employment agreement with Mr. Li or Mr. Lau and either individual or both may choose to leave us at any time. The loss of the services of one or more of these persons could materially and adversely affect our business or prospects, and there can be no assurance that such individuals will continue in their present capacities for any particular period of time.

Mr. Li Sze Tang works for us on a part-time basis, and his limited participation could adversely affect our operations and our financial condition.

Mr. Li Sze Tang is currently a director of several other companies and will be working for us on a part-time basis.  As a part-time director, he will only be able to devote a limited number of hours working

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on our behalf to seek clients and develop the business.  Currently, Mr. Li devotes three hours a week working on our behalf, and we believe that he will devote no more than five hours a week working on our behalf once we begin providing consulting services.  Additionally, he may become more involved with his other business and decide to terminate his employment and/or directorship.  Since the business development and marketing functions will primarily be performed by Mr. Li, his decision to resign as a director or as Chief Executive Officer, or his inattention to our business, if his functions are not replaced by others, will have a material adverse effect on our business and our financial condition.

Our business strategies may not be successful, which would materially and adversely impact on our financial condition.

A key element of our strategy is dependant on the ability of our senior management to identify the IT needs of our prospective clients and developing business connections with them.  Future growth will also depend upon many other factors, including (a) the recruitment and retention of skilled IT consultants; (b) the development of a solid client base and (c) the successful marketing of our IT consulting and outsourcing services.  If any one or more of our strategic elements are not achieved, our financial condition or results of operations could be materially and adversely affected.

Our engagements have inherent project risks and our failure to meet our clients’ performance deadlines may damage our reputation and business.

We anticipate that many of our engagements will involve projects that are critical to the operations of our clients' businesses and provide benefits that may be difficult to quantify.  For example, IT projects may need to go “on line” at a specific time and if not met, the client could lose substantial revenues.  Similarly, our projects may involve improving the efficiency of a particular IT system which will be difficult to quantify.  Our failure or inability to meet a client's expectations in the performance of its services could result in a material adverse change to the client's operations and therefore could give rise to claims against us or damage our reputation, adversely affecting our business, results of operations and financial condition.

We may not be able to protect the intellectual property rights of our clients or other third parties which could subject us to claims and litigation against us.

We anticipate that our business will include the development of custom software applications in connection with specific client engagements. Ownership of such software will generally be assigned to the client.  We will rely upon a combination of nondisclosure and other contractual arrangements and trade secret, copyright and trademark laws to protect our proprietary rights and the proprietary rights of third parties from whom we license intellectual property. We intend to enter into confidentiality agreements with our employees and limit distribution of proprietary information. However, there can be no assurance that the steps we take in this regard will be adequate to deter misappropriation of proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. We are subject to the risk of litigation alleging infringement of third-party intellectual pr operty rights. Any such claims could require us to spend significant sums in litigation, pay damages, develop non-infringing intellectual property or acquire licenses to the intellectual property which is the subject of the asserted infringement.

Our business is subject to rapidly changing technologies and is dependant on our ability to develop new solutions, and if we are unable to address these changing technologies, it could adversely affect our future business operations.

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Our success will depend in part on our ability to develop IT solutions that keep pace with continuing changes in IT, evolving industry standards, changing client preferences and a continuing shift to outsourced solutions by clients. There can be no assurance that we will be successful in adequately addressing the outsourcing market or other IT developments on a timely basis or that, if addressed, we will be successful in the marketplace. There can also be no assurance that products or technologies developed by others will not render our services uncompetitive or obsolete. Our failure to address these developments could have a material adverse effect on our business, results of operations and financial condition.

Our revenues will be affected by our ability to maintain margins.

We will derive our revenues primarily from the hourly billing of our IT consultants' services and, to a lesser extent, from fixed-price projects. Our most significant cost will be project personnel cost, which consists of IT consultant salaries and benefits. Thus, our financial performance is primarily based upon billing margin (billable hourly rate less the consultant's hourly cost).  We anticipate that we will be able to maintain a reasonable billing margin by offsetting increases in our consultant’s salaries with increases in the hourly rates charged to our clients.  However, there can be no assurance that our revenues will be billed primarily on a time and materials basis or that we will be able to continue to pass along increases in our cost of services to our clients.

Our business may suffer if we are not able to expand our business in China, which would adversely affect our revenues and our growth.

The Hong Kong market for our services is limited. We hope to expand our business client base and be able to offer our services in China.  This expansion will require significant management attention and financial resources.  Our ability to expand our services into the China market will be limited by our ability to market to, and attract, Chinese clients.  Accordingly, we expect to commit substantial time and development resources to developing the China market.  These efforts may not be successful, and we may not be able to compete effectively in that market. If we are unsuccessful, our revenues will become stagnant and the cost of our expansion could have a material adverse effect on our financial condition.

Changes in Hong Kong’s political and legal conditions could harm our business operations.

Most of our assets and our initial business will be in Hong Kong, and we will conduct most of our business activities there.  As a result, our results of operations and financial condition may be especially influenced by the political situation in Hong Kong and by the general state of the Hong Kong economy.  Hong Kong is a special administrative region of China, but it has its own legislature, legal and judicial system and economic autonomy until the year 2047.  We do not expect that this autonomy will be altered.  However, any changes in political, legal or other conditions in Hong Kong altering this autonomy could have an adverse effect on our business operations and our revenue.  

Our Chief Financial Officer, Mr. Lau Hing Bun, has very limited finance experience, and his lack of financial experience may materially harm our business.

Our Chief Financial Officer, Mr. Lau Hing Bun, has no experience acting as a Chief Financial Officer.  He has never before held a finance-related position, nor has he received a degree in any finance-related field.  His lack of financial experience and training may have a material adverse effect on our business and financial condition.

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We have limited reporting requirements under the Securities Exchange Act of 1934, which makes us less transparent than a U.S. issuer.

As a foreign private issuer, the rules and regulations under the Securities Exchange Act of 1934 provides us with certain exemptions.  We are exempt from the rules prescribing the furnishing and content of proxy statements, and our officers, directors and principal stockholders are exempt from the reporting and short-swing profit recovery provisions.  Also, we are not required to publish financial statements as frequently, as promptly or containing the same information as United States companies.  The result is that we will be less transparent than a U.S. issuer.

We will not pay dividends for the foreseeable future.

We anticipate that earnings, if any, will be retained for the development of our business and that no cash dividends will be declared on our common stock for the foreseeable future.

Certain judgments obtained against us by our shareholders may not be enforceable in the British Virgin Island (“BVI”).

We are a BVI company.  All of our officers and directors reside outside of the United States.  All or substantially all of our assets and the assets of these persons are located outside of the United States.  As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce against us or these persons the United States federal securities laws, or to enforce judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States, including the Securities Act of 1933 and the Securities Exchange Act of 1934.  See “Enforcement of Civil Liabilities.”

The Company’s Common Stock May Be Subject To Penny Stock Regulation.

The Company's securities may be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors.  For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000).  For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale.  Consequently, the rule may affect the ability of broker-dealers to sell the Company's securities and also may affect the ability of purchasers in this offerin g to sell their securities in any market that might develop therefore.

Present Management And Stockholders May Lose Control Of The Company.

The Company may consider an acquisition in which the Company would issue as consideration for the business opportunity to be acquired an amount of the Company's authorized but unissued Common Stock that would, upon issuance, represent the great majority of the voting power and equity of the Company.  The result of such an acquisition would be that the acquired company's stockholders and management would control the Company, and the Company's management could be replaced by persons unknown at this time.  Such a merger would result in a greatly reduced percentage of ownership of the Company by its current shareholders. In addition, in conjunction with such a transaction, the Company's

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current officers, directors and principal shareholders could sell their controlling block of stock at a premium price to the acquired company's stockholders.

ITEM 4.

INFORMATION ON THE COMPANY

History and Development of the Company

The name of the Company is Media Century International Limited.  It was incorporated in the British Virgin Islands in July of 2002 with an authorized capital of US $50,000 divided into 50,000 shares of common stock at US $1 par value and operates as a corporation under the International Business Companies Ordinance of 1984.  Its principal place of business is located at the following address:

Rooms 3505-06, 35th Floor

Edinburgh Tower, The Landmark

15 Queen’s Road Central, Hong Kong

The phone number for its principal place of business is 852-2736-2111.

The company’s current business consists of software resolution and IT support for company and organization. The firm is specialized in providing web development services, ECM software and learning software utilizing internet technology. The major clients of the firm are non-profit organizations, governments and schools including Green Peace, Human Right in China, Oxfam, Hong Kong government, Hong Kong Polytechnic University. In August 2005, the Company made application to NASD for listing its shares on the Over the Counter Bulletin Board. As of the date of this report, the application is still pending.

Business Overview

The Company was formed on July 18, 2002 with an authorized capital of 50,000 shares of common stock at US $1 par value and an initial issued capital of 20,000 shares. These shares were fully paid.

On August 1, 2002, the authorized capital had been subdivided into 500,000 shares of common stock at US $0.1 par value.

On July 1, 2005, the authorized capital was increased to US $10,000,000 divided into 100,000,000 shares of common stock at US $0.1 par value.

During the year ended July 31, 2005, the Company offered 100,000 new shares of common stock with a par value of US $0.1 each for sale to the public at an offering price of US $1 per common share by filing the Form F-1 with the Securities and Exchange Commission in the United States of America (the “US”).  On May 16, 2005, the Company completed the public offering of 100,000 pre-split shares of its common stock.  .

On July 5, 2005, the Company authorized the issuance of 900,000 pre-split shares of its US $0.1 par value common stock to a director of the Company, at par value as a compensation of his services rendered during the year ended July 31, 2005.  The said 900,000 shares are “restricted securities” as defined in SEC Rule 144 under the Securities Act of 1933, and as such will bear a restrictive legend and will be subject to restrictions on resale as provided in Rule 144.

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On July 11, 2005, the common stock of the Company (including all the authorized, issued and outstanding shares) underwent a 5:1 forward split in which shareholders were issued 5 shares of common stock in exchange for each 1 share of common stock previously held.  As a result, the opening issued and outstanding 200,000 shares of US $0.1 each have been converted into 1,000,000 shares of US $0.02 each.  On the same date, 500,000 new shares of US $0.02 each (as adjusted for the subdivision) have been issued in connection with the public offer and 4,500,000 shares of US $0.02 each (as adjusted for the same subdivision) have been issued to the Director for services rendered.  Accordingly, as of July 31, 2005, the Company had a total of 6,000,000 shares of common stock issued and outstanding.

On August 4, 2006, we entered into an Agreement to purchase an information technology company called  “DigitalOne, Limited”, a Hong Kong corporation (“DigitalOne”) According to the agreement, we shall acquired all of the issued and outstanding common stock of DigitalOne, solely in exchange for an interest free promissory note in the face amount of US $20,014 due on August 31, 2007. As a result of completion of the transaction, DigitalOne became our wholly owned subsidiary.

DigitalOne is a high-tech company provides software products for various industries and information technology consulting service to its clients. The firm is specialized in providing web development services, ECM software and learning software utilizing internet technology. The major clients of the firm are non-profit organizations, governments and schools including Green Peace, Human Right in China, Oxfam, Hong Kong government, Hong Kong Polytechnic University.

Currently, all of the Company’s business operations are carried on through its wholly-owned subsidiary, DigitalOne Limited. Therefore, the following description of the Company’s business is a description of the business activities which are currently carried on, or are expected to be carried on in the future, through DigitalOne.

Current Operations

The company’s current business consists of software resolution and IT support for company and organization. The firm is specialized in providing web development services, ECM software and learning software utilizing internet technology. The major clients of the firm are non-profit organizations, governments and schools including Green Peace, Human Right in China, Oxfam, Hong Kong government, Hong Kong Polytechnic University.

Content Management System

The Content Management System (“CMS”) is a core product that DigitalOne currently provides. This advanced toolkit is used for building scalable and community-oriented Internet applications. This solution, developed by DG21, is a customized and localized version of the Open Architecture Community System catering the demands of local enterprise and non-profit organization.

The system provides powerful suite of modules and tools to manage community members, publish various content in different languages, share documents, engage in discussions, schedule group email delivery, post notes and comments, conducting polls and survey and exhibit images.

The core features of CMS include

•

Extensible content types;

Through incorporating the object-oriented data model design, it is fast to implement content types with new attributes to fit client’s needs.

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•

Workflow management;

(1)

Simple workflow design to facilitate efficient team work; The CMS comes with two roles – Editor and Administrator – on content management with the assistance of a reminder/notification mechanism via system-generated emails.

(2)

Session management: User session will expire in a given period of time to keep away from unauthorized access.

(3)

Revision/Audit history: system provides a complete audit history of any content; administrator can activate/de-list any revision by one-click.

•

Easy-to-manipulate website appearance;

System architecture is designed with each public-visible page being separated into three files: procedural logic for the page, database-independent queries and presentation templates. Such design gives freehand to designer to change website appearance with no pre-requisite on computer programming.

•

Multiple languages;

Locales and language set can be added through the control panel to support multi-lingual collaboration and knowledge sharing.

Organizational Structure

The Company owns all of the issued and outstanding shares of DigitalOne Limited, a Hong Kong corporation.

Property, Plants, and Equipment

The Company does not own any significant property, plants and equipment

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Operating Results

The company’s current business consists of software resolution and IT support for company and organization. The firm is specialized in providing web development services, ECM software and learning software utilizing internet technology. Currently, all of the Company’s business operations are carried on through its wholly-owned subsidiary, DigitalOne Limited. Below is the table illustrating the operating result of Digitalone Limited for the year ended December 31, 2005 and 2004.

	2005	2004	Increase	% Increase
Revenues	$121,318	$222,841	(100,523)	(45.1)
Cost of goods sold	34,473	65,806	(31333)	(47.6)
Gross Profit	86,845	157,035	(70190)	(44.7)
Operating Expenses	86,224	115,981	(29,757)	(25.7)
Net Profit/Loss	$1,008	$35,928	(34920)	(97.2)

The revenue for the year ended December 31, 2005 decreased by 45.1% to 121,318 for the prior year. The decrease in the revenue is mainly caused by the slow down of the IT development of our customers. The cost of good sold for the year ended December 31, 2005 decreased by 47.6% to 65,806 for

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the prior year. The decrease in the cost of good was generally in line with the revenue decrease. The operating expense consisted of staff compensation, rent and legal and account costs, were $86,224 and $115,981 for the year ended December 31, 2005 and December 31, 2004 respectively. Net profit for the year ended December 31, 2005 and December 31, 2004 were $1,008 and $35,928 respectively. The decrease of net profit was in line with the decrease of revenue.

Liquidity and Capital Resources

As of December 31, 2005, DigitalOne had current assets of $29,896, in which $20,246 is in the form of cash and cash equivalents, and current liabilities of $19,388, resulting in working capital of $4,300.  The management believes that the Digitalone has sufficient cash to meet the anticipated needs of the Company’s operations through at least the next 12 months. However, there can be no assurances to that effect, as the Company may need for capital may change dramatically if business environment turn bad change tremendously during that period.    

Research and Development

The Company did not conduct any research and development activities in the last three years. Most of product the company developed was based on the requirement of customer in web programming.

Trend Information

N/A

Off-Balance Sheet Arrangements

The Company has no material off-balance sheet arrangements.

Disclosure of Contractual Obligations

The Company has no contractual obligations.

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and senior management.

The following table sets forth the names and ages of the officers and directors of the Company as of July 31, 2005.    

NAME	AGE	POSITION
Li Sze Tang	47	Chief Executive Officer, Chairman
Lau Hing Bun	36	Chief Financial Officer, Director

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Biographical Information

Mr. Li Sze Tang is the founder and was an executive director of China Financial Industry Investment Fund Limited, an investment company listed on the Main Board of the Stock Exchange of Hong Kong Limited, and has been a director since July, 2002 until November 2005.  From 1999 to 2002 he was one of the founders and the director of Thiz Technology Group Limited, an IT company specializing in developing and providing Linux solutions, which he founded and which is listed on the Growth Enterprises Market of the Stock Exchange of Hong Kong Limited.  He was worked in the banking and finance field and IT industries for more than 20 years. Mr. Li was Finance Director of Carlingford Swire Assurance Group (now HSBC Life) and an Associate Director of HSBC Asset Management (Asia Pacific) Limited, overseeing the management of eight principal departments. Mr. Li holds a Master’s Degree in Science specializing in the management of New Ventures from the Imperial College of Science, Technology and Medicine, University of London, a Master’s Degree in Economic Law from Zhongshan University and a PhD in International Finance Law from Peking University of the People's Republic of China.  He is also a Fellow Member of Chartered Institute of Management Accountants (FCMA), the United Kingdom and the Hong Kong Institute of Certified Public Accountants (FHKICPA) and an Associate Member of the Institute of Chartered Accountants of England and Wales, the United Kingdom (ACA).

Other than his position as Chief Executive Officer and Director of Media Century International Limited, he is also currently a director of First Asia Finance Group Limited, First Asia Private Equity Investment Limited, First Asia International Holdings Limited, First Asia Asset Management Limited and iPacific Asset Management Limited, being appointed on February 21, 1994, May 18, 1999, May 18, 1999, April 24, 2002, May 25, 2002 and March 2, 2001 respectively. All of these entities are primarily engaged in services related to finance.

Mr. Li plans to devote around five hours a week to the daily operations of our business.

Mr. Lau Hing Bun is CFO and a Director of the Company.  From 2000 to 2001, he was the Chief Technology Officer of Linux Times Company Limited, an Hong Kong based information technology company.  In that capacity, he acted as the head of a technical team that consisted of 30 persons, and which was responsible for product development, solutions, product delivery and pre- and post-sales support. From 2001 to 2003, he was General Manager of Thiz Technology Group Limited, a Hong Kong GEM board-listed company.  Mr. Lau was responsible for the operations of the HK office and of the technical teams located in Taiwan, Hong Kong, and Mainland China. He additionally served as company spokesman for product development. He has been a free-lance consultant for various business projects, internet solutions, web development, and network infrastructure. He received a BE in computer science in 1992, and an MBA in 2004. Both degrees were obtained at the Chinese University of Hong Kong. He is also the CEO and Director of Mid-AM Systems Inc. and Impact Grammar Institute Inc.

Mr. Lau will be in charge of the operation of DigitalOne.

Compensation

No officers or directors of the Company received cash compensation for services to the Company from the date of inception through July 31, 2005.  During the fiscal year ended July 31, 2005, Mr Li received 900,000 pre-split shares (4,500,000 post-split shares) of the Company’s common stock valued at $90,000, or approximately $0.02 per share on a post split basis, as compensation for services for the year.  Although there is no current compensation plan, it is possible that, as the Company’s business develops, it may adopt a plan to pay its directors and/or officers’ compensation for services rendered to implement

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its business plan.  The Company’s directors and officers are not currently subject to any service or employment contract with the Company. The Company has no stock option plan, retirement scheme, incentive programs, pension or profit sharing programs for the benefit of our director and officers; however, the board of directors may adopt one or more of these programs in the future.

Board Practices

The directors will serve until the next annual meeting of the Company’s stockholders or until their successors have been appointed.  Thereafter, directors will be elected for one-year terms at the annual stockholders’ meeting.  Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated. There are no arrangements to provide compensation to officers and directors upon termination of employment.   

The Company has not had standing audit, nominating or compensation committees of the Board of Directors or committees performing similar functions. All such applicable functions have been performed by the Board of Directors as a whole.

Employees

The Company has five employees as of July 31, 2006.

Share Ownership

The following table sets forth, as of July 31, 2006, the stock ownership of each executive officer of the Company, of all the executive officers and directors of the Company as a group, and of each person known by the Company to be a beneficial owner of 5% or more of its Common Stock.  Except as otherwise noted, each person listed below is the sole beneficial owner of the shares and has sole investment and voting power as to such shares.  No person listed below has any options, warrant or other right to acquire additional securities of the Company, except as may be otherwise noted.  

Name	Number of Shares	Percent of Class
Li Sze Tang (2)	5,000,000 (1)	83%
Lau Hing Bun (2)	500,000	8%
All Officers and Directors as a Group (2 in number)	5,500,000	91%

(1) 500,000 out of these shares are held of record by First Asia International Holdings Limited, of which Mr. Li Sze Tang owns 50%, and his wife, Ms. Wong Lap Woon, owns 50%. Mr. Li Sze Tang is deemed to be the beneficial owner of the shares held by First Asia International Holdings Limited.   The principal business address of First Asia International Holdings Limited is at Rooms 3505-06, 35th Floor, Edinburgh Tower, The Landmark, 15 Queen's Road Central, Hong Kong SAR.

(2) Person is an officer, director or both.

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

The following table illustrates all of the shareholders who own 5% or more of the Company’s issued and outstanding shares.

Name	Number of Shares	Percent of Class
Li Sze Tang (1)(2)	5,500,000	83%
First Asia International Holdings Limited	500,000	8%
Lau Hing Bun (1)	500,000	8%

⁽¹⁾ The person is an officer, a director or both.

⁽²⁾500,000 out of these shares are held of record by First Asia International Holdings Limited, of which Mr. Li Sze Tang owns 50% and his wife Ms. Wong Lap Woon owns 50%. Mr. Li Sze Tang may be deemed to be the beneficial owner of the shares held by First Asia International Holdings. The principal business address of First Asia International Holdings Limited is at Rooms 3505-06, 35th Floor, Edinburgh Tower, The Landmark, 15 Queen's Road Central, Hong Kong SAR.

All shares have identical voting rights.

All of the major shareholders of the Company live and work outside of the United States.

Related Party Transactions

During the year ended July 31, 2005, the Company paid office rentals and other outgoings to a related company controlled by a director and a major beneficial stockholder of the Company, in connection with the sharing of office premises.  The payments are agreed at one-tenth of the actual costs incurred by this related company.

	Period from July 18, 2002 (date of incorporation to July 31, 2005)	Year ended   July 31, 2005	Year ended   July 31, 2004
	US $	US $	US $
Rentals and other outgoings paid	13,272	13,272	-

On August 4, 2006, the Company consummated the transactions contemplated by a share purchase agreement among the Company and First Asia International Holdings Limited, the owners of the issued and outstanding capital stock of Digitalone Limited. Our CEO and director, Mr. Li Sze Tang, owns 50% and his wife, Ms Wong Lap Woon owns 50% of First Asia International Holdings Limited. Pursuant to the share purchase agreement, we acquired 100 percent of the outstanding capital stock of Digitalone Limited in exchange for an interest free promissory note in the face amount of US $20,014.

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ITEM 8. FINANCIAL INFORMATION

Consolidated Statements and Other Financial Information

The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of 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.

From time to time, the Company has disputes that arise in the ordinary course of its business. Currently, according to management, there are no material legal proceedings to which the Company is party of, or to which any of their property is subject, that will have a material adverse effect on the Company's financial condition.

The financial statements are found in Item 17.

Significant Changes

The Company had no significant financial changes during the 2005 fiscal year.

ITEM 9. THE OFFER AND LISTING

Historical Price and Market

No public market currently exists for the Company’s common stock.  However, in August, 2005, an application was filed by an NASD licensed broker-dealer requesting permission to publish quotations for the Company’s common stock on the OTC Bulletin Board.  As of the date of filing of this report, this application is still pending.  There is no assurance as to when or whether the Company’s shares will be approved for trading on the OTC Bulletin Board or any other exchange.

ITEM 10. ADDITIONAL INFORMATION

Memorandum and Articles of Organization

The Company filed its Memorandum and Articles of Organization with the British Virgin Islands on July 18, 2002.  

  Corporate Powers

We have been registered as a limited liability company in the BVI since July 18, 2002 under British Virgin Islands International Business Companies number 505825. Pursuant to Clause 4 of our Memorandum of Association the objects for which we are established are to engage in any act or activity that is not prohibited under any law for the time being in force in the BVI.

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Directors

No agreement or transaction between us and one or more of our directors or any person in which any director has a financial interest or to whom any director is related, including as a director of that other person, is void or voidable for this reason only or by reason only that the director is present at the meeting of directors or at the meeting of the committee of directors that approves the agreement or transaction or that the vote or consent of the director is counted for that purpose if the material facts of the interest of each director in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the other directors.  A director who has an interest in any particular business to be considered at a meeting of directors or members may be counted for purposes of determining whether the meeting is duly constituted.

With the prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to us.   The directors may by resolution of directors exercise all the powers of the company to borrow money and to mortgage or charge our undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of us or of any third party.

   There is no age limit requirement for retirement or non-retirement of directors. A director shall not require a share qualification. Directors are not required to stand for election at staggered intervals.

Share right, Preferences and Restrictions

Dividends.  We may by a resolution of directors declare and pay dividends in money, shares, or other property, but dividends shall only be declared and paid out of surplus. In the event that dividends are paid in specie, the directors shall have responsibility for establishing and recording in the resolution of directors authorizing the dividends, a fair and proper value for the assets to be so distributed.  All our shares have the same rights with regards to dividends and distribution upon our liquidation.  All dividends unclaimed for three years after having been declared may be forfeited by resolution of the directors for our benefit.

Voting Rights and Redemption.  We only have one class of common shares.  All common shares have one vote each and are subject to redemption, purchase or acquisition by us for fair value. We may purchase, redeem or otherwise acquire and hold our own shares but only out of surplus or in exchange for newly issued shares of equal value.

        Changing share rights

If at any time the authorized capital is divided into different classes or series of shares, the rights attached to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may, whether or not we are being wound up, be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or series and of the holders of not less than three-fourths of the issued shares of any other class or series of shares which may be affected by such variation.

    Shareholders’ Meeting

The directors may convene meetings of our members at such times and in such manner and places within or outside the BVI as the directors consider necessary or desirable. The directors shall

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convene such a meeting upon the written request of members holding ten percent or more of our outstanding voting shares. The directors shall give not less than seven days’ notice of the meeting to those persons whose names on the date the notice is given appear as members in the share register and are entitled to vote at the meeting.

    Restrictions to right to own securities

There are no limitations on the rights to own our securities.

    Change in control provision

There are no provisions of our Memorandum of Association and Articles of Association that would have an effect of delaying, deferring or preventing a change in our control and that would have operate only with respect to a merger, acquisition or corporate restructuring involving us.

Disclosure of share ownership

There are no provisions in our Memorandum of Association and Articles of Association which require that shareholder ownership must be disclosed.

Material Contracts

The Company has no material contracts.

Exchange Controls

BVI AND Hong Kong

There are no material exchange controls restrictions on payment of dividends, interest or other payment to the holders of the Company’s common stock or on the conduct of its operations either in Hong Kong, where its principal executive offices are located, or the BVI, where it is incorporated. There are no material BVI laws which impose any material exchange controls on the Company or that affect the payment of dividends, interest or other payment to nonresident holders of its common stock. BVI law and the Company’s Memorandum and Articles of Association impose no material limitations on the right of non-residents or foreign owners to hold or vote the Company’s common stock.

Taxes

THE FOLLOWING IS A SUMMARY OF THE MATERIAL BVI AND UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE COMPANY’S COMMON STOCK BASED UPON LAWS AND RELEVANT INTERPRETATIONS THEREOF IN EFFECT AS OF THE DATE OF THIS RERPORT, ALL OF WHICH ARE SUBJECT TO CHANGE. THIS SUMMARY DOES NOT DEAL WITH ALL POSSIBLE TAX CONSEQUENCES RELATING TO AN INVESTMENT IN THE COMPANY’S COMMON STOCK, SUCH AS THE TAX CONSEQUENCES UNDER STATE, LOCAL AND OTHER TAX LAWS.  

BRITISH VIRGIN ISLANDS TAXATION

Currently, there is no income tax treaty or convention in effect between the United States and the BVI.

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         Pursuant to the International Business Companies Act of the British Virgin Islands in effect as of the date of this prospectus, holders of common stock who are not residents of the BVI are exempt from BVI income tax on dividends paid with respect to the common stock, and all holders of common stock are not liable for BVI income tax on gains realized during that year on sale or disposal of such shares. The BVI does not impose a withholding tax on dividends paid by a company incorporated under the International Business Companies Act.

         There are no capital gains, gift or inheritance taxes levied by the BVI government on companies incorporated under the International Business Companies Act. In addition, transfers of the common stock of a BVI company are not subject to transfer taxes, stamp duties or similar charges or levies.

UNITED STATES FEDERAL INCOME TAXATION

The following discussion addresses the material United States federal income tax consequences of the ownership and disposition of common stock that are held as a capital asset by a "U.S. Investor."

U.S. Investors are subject to U.S. income tax, at applicable rates, on dividends paid on the Company’s common stock.  U.S. Investors are also subject to tax at applicable capital gain rates, on gains realized during any year on sales or dispositions of the shares.  In general, gains or losses realized on sales of shares of common stock will be treated as short-term gains or losses if the seller has owned the shares for less than one year at the time of the sale or disposition, and as long-term gain or loss if the seller has owned the shares for at least one year at the time of the sale or disposition.  

         The tax law upon which this discussion is based is subject to change at any time, and any change may be applied retroactively in a manner that could adversely affect shareholders. The Internal Revenue Service could take different positions concerning the tax consequences of ownership and disposition of shares of common stock and such positions could be sustained. Shareholders are advised to consult their own tax adviser with respect to the particular consequences to them of owning shares of common stock and with respect to the effects of state, local or foreign tax laws to which they may be subject.

Documents on Display

The documents described herein may be inspected at the principal executive offices of the Company, Rooms 3505-06, 35th Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, during normal business hours.  

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company deposits surplus funds with a Hong Kong chartered bank or U.S. bank earning daily interest.  The Company does not invest in any instruments for trading purposes.  The Company is not sensitive to fluctuations in exchange rates and does not have any long-term debt instruments.  The trade accounts due and trade accounts payable for the Company approximate fair value.

For financial reporting purposes, Hong Kong currency has been translated into United States dollars as the reporting currency.  Assets and liabilities are translated at the exchange rate in effect at period end.  Income statement accounts are translated at the average rate of exchange prevailing during the period.  Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive income - foreign currency translation adjustments.”  Gains and losses resulting from foreign currency transactions are

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ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.

Not applicable

ITEM 13.

 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.

Not applicable.

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.

Not applicable.

ITEM 15.

CONTROLS AND PROCEDURES.

Not applicable.

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT.

The Company has no separate audit committee.  Its entire Board of Directors serves as the audit committee.  Due to the fact that the Company’s assets consist entirely of cash, the board of directors determined that it is not necessary or practical for the Company to establish an audit committee, recruit a financial expert to serve on the board, or adopt a code of ethics applicable to its chief executive and financial officers.

ITEM 16B.

CODE OF ETHICS.

The Company has not adopted a code of ethics that applies to the Company’s chief executive officer because it feels that such code is not needed, as discussed above.

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The aggregate fees billed for each of the last two fiscal years for professional services rendered by PKF, the Company’s principal accountant, for the audit of the Company’s annual financial statement and review of financial statements included in the Company’s 10-QSB reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $2,642 for fiscal year 2005 and $1,320 for fiscal year 2004.

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements that are not reported above were $0 for fiscal year ended 2004 and $0 for fiscal year ended 2005.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.

Not applicable.

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ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

Neither the Company nor any affiliated purchaser purchased any of the Company's common shares during the year ended July 31, 2005.

ITEM 17.

FINANCIAL STATEMENTS.

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Index to the financial statements

- 23 -

MEDIA CENTURY INTERNATIONAL LIMITED
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2005 AND 2004 AND
PERIOD ENDED JULY 31, 2002

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Media Century International Limited

(A Development Stage Company)

We have audited the accompanying balance sheets of Media Century International Limited (a development stage company) (the “Company”) as of July 31, 2005 and 2004 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended July 31, 2005 and 2004 and for the period from July 18, 2002 (date of incorporation) to July 31, 2005.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2005 and 2004, and the results of its operations and its cash flows for the years ended July 31, 2005 and 2004 and for the period from July 18, 2002 (date of incorporation) to July 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

PKF

Certified Public Accountants

Hong Kong

October 7, 2005

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MEDIA CENTURY INTERNATIONAL LIMITED

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

		July 31,
		2005	2004
	Note	US $	US $
ASSETS
Current assets
Cash and cash equivalents	2	29,909	18,668
Total assets		29,909	18,668
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Amount due to a director	3	1,701	1,445
Accrued expenses		3,662	1,667
Total liabilities		5,363	3,112
Commitments and contingency	6
Stockholders’ equity	1
Common stock, US $0.02 par value
(2004: US $0.1)
500,000,000 shares authorized
(2004: 500,000 shares)
6,000,000 shares issued and outstanding
(2004: 200,000 shares)		120,000	20,000
Additional paid-in capital		90,000	-
Deficit accumulated during the development stage		(185,454)	(4,444)
Total stockholders’ equity		24,546	15,556
Total liabilities and stockholders’ equity		29,909	18,668

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MEDIA CENTURY INTERNATIONAL LIMITED

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

		Period from
		July 18, 2002
		(date of
		incorporation)	Year ended	Year ended
		to July 31, 2005	July 31, 2005	July 31, 2004
	Note	US $	US $	US $
Revenue		-	-	-
Expenses
Formation expenses		1,026	-	-
General and administrative expenses		184,428	181,010	1,717
Loss before income taxes		(185,454)	(181,010)	(1,717)
Income taxes	4	-	-	-
Net loss		(185,454)	(181,010)	(1,717)
Net loss per common share:	5
Basic and diluted		(0.16)	(0.14)	(0.00)
Weighted average shares:
Basic and diluted		1,134,409	1,273,973	1,000,000

See accompanying notes to financial statements.

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MEDIA CENTURY INTERNATIONAL LIMITED

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

				Accumulated
				deficit
	Common stock		Additional	during the
	No. of	Par	paid-in	development
	shares	value	capital	stage		Total
		US $	US $	US $		US $
Issuance of common stock on July 18, 2002	20,000	20,000	-	-		20,000
Less: Amounts due from stockholder
for issuance of common stock	-	(20,000)	-	-		(20,000
Net loss	-	-	-	(1,317)		(1,317)
Balance, July 31, 2002	20,000	-	-	(1,317)		(1,317)
Sub-division of common stock on
August 1, 2002	180,000	-	-	-		-
Payment of amount due from stockholder	-	20,000	-	-		20,000
Net loss	-	-	-	(1,410)		(1,410)
Balance, July 31, 2003	200,000	20,000	-	(2,727)		17,273
Net loss	-	-	-	(1,717)		(1,717)
Balance, July 31, 2004	200,000	20,000	-	(4,444)		15,556
Sub-division of common stock on
July 11, 2005	800,000	-	-	-		-
Issuance of common stock arising from
public offer on July 11, 2005	500,000	10,000	90,000	-		100,000
Issuance of common stock on July 11, 2005
in satisfaction of a director’s services	4,500,000	90,000	-	-		90,000
Net loss	-	-	-	(181,010)		(181,010)
Balance, July 31, 2005	6,000,000	120,000	90,000	(185,454	)	24,546

See accompanying notes to financial statements.

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MEDIA CENTURY INTERNATIONAL LIMITED

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

	Period from
	July 18, 2002
	(date of
	incorporation)	Year ended	Year ended
	to July 31, 2005	July 31, 2005	July 31, 2004
	US $	US $	US $
Cash flows from operating activities:
Net loss	(185,454)	(181,010)	(1,717)
Adjustment to reconcile net loss to net cash
used in operating activities:
Non-cash director’s service costs	90,000	90,000	-
Changes in operating liabilities:
Increase in accrued expenses	3,662	1,995	385
Net cash used in operating activities	(91,792)	(89,015)	(1,332)
Cash flows from financing activities:
Proceeds from issuance of common stock	120,000	100,000	-
Advance from a director	1,701	256	-
Net cash provided by financing activities	121,701	100,256	-
Net change in cash and cash equivalents	29,909	11,241	(1,332)
Cash and cash equivalents, beginning of period	-	18,668	20,000
Cash and cash equivalents, end of period	29,909	29,909	18,668
Supplemental disclosures for cash flow information:
Non-cash financing activities:
Common stock issued for provision of a
director’s services	90,000	90,000	-
Cash paid for:
Interest paid	-	-	-
Income taxes paid	-	-	-

See accompanying notes to financial statements.

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MEDIA CENTURY INTERNATIONAL LIMITED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2005

1.

Corporate information and basis of presentation

The purpose of Media Century International Limited (the “Company”) is IT consulting and outsourcing services provider.  The Company’s fiscal year end is July 31.

The Company was incorporated under the International Business Companies Act of the British Virgin Islands on July 18, 2002 as a company with limited liability with authorized capital of US $50,000 divided into 50,000 shares of common stock at US $1 par value.

On August 1, 2002, the authorized capital had been subdivided into 500,000 shares of common stock at US $0.1 par value.

On July 1, 2005, the authorized capital was increased to US $10,000,000 divided into 100,000,000 shares of common stock at US $0.1 par value.

During the year ended July 31, 2005, the Company offered 100,000 new shares of common stock, par value of US $0.1 each for sale to the public at an offering price of US $1 per common share by filing the Form F-1 with the Securities and Exchange Commission in the United States of America (the “US”).  On May 16, 2005, the Company received application for 100,000 new shares from investors in relation to this public offer.

On July 5, 2005, the Company authorized to issue 900,000 shares of US $0.1 each of common stock to a director of the Company, who is also a major beneficial stockholder (the “Director”) at par value as a compensation of his services rendered during the year ended July 31, 2005.  The said 900,000 shares will be restricted pursuant to the SEC Rule 144 and as such will bear a restrictive legend or other restrictions on transfer or resale.

On July 11, 2005, the common stock of the Company (including all the authorized, issued and outstanding shares) has undergone a share subdivision from 1 share of US $0.10 each to 5 shares of US $0.02 each.  As a result, the opening issued and outstanding 200,000 shares of US $0.1 each have been converted into 1,000,000 shares of US $0.02 each.  On the same date, 500,000 new shares of US $0.02 each (as adjusted for the subdivision) have been issued in connection with the public offer and 4,500,000 shares of US $0.02 each (as adjusted for the same subdivision) have been issued to the Director for services rendered.

The Company is a development stage enterprise and has not yet generated any revenue during the reporting periods.  During the reporting periods, the sole activities of the Company was raising funds through the issuance of common stocks and completing the aforesaid public offer.

2.

Significant accounting policies

Cash and cash equivalents

Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less.

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MEDIA CENTURY INTERNATIONAL LIMITED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2005

2.

Significant accounting policies (Cont’d)

Income taxes

The Company accounts for income tax under the provisions of Statement of Financial Accounting Standard No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns.  Deferred income taxes are recognised for all significant temporary differences between tax and financial statements bases of assets and liabilities.  Deferred tax assets are reflected at the net realizable value.

Foreign currency translation and transactions

The Company uses Hong Kong dollars (“HK$”) as the functional currency.  Transactions denominated in currencies other than HK$ are translated into HK$ at the applicable rates of exchange prevailing at the dates of the transactions.  Monetary assets and liabilities denominated in other currencies are translated into HK$ at rates of exchange at the balance sheet dates.  Exchange gains or losses arising from changes in exchange rates subsequent to the transactions dates for monetary assets and liabilities denominated in other currencies are included in the determination of net income for the respective period.

For financial reporting purposes, HK$ has been translated into United States dollars (“US $”) as the reporting currency.  Assets and liabilities are translated at the exchange rate in effect at period end.  Income statement accounts are translated at the average rate of exchange prevailing during the period.  Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive income - foreign currency translation adjustments”.  Gains and losses resulting from foreign currency transactions are included in other comprehensive income (expenses).  During the reporting periods, no foreign currency translation adjustments have been made as the exchange rate between US $ and HK$ was pegged at US $1 = HK$7.8.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Recent Accounting Pronouncements

In December 2004, the FASB issued a revised Statement 123 (“SFAS 123R”), “Accounting for Stock-Based Compensation” requiring public entities to measure the cost of employee services received in exchange for an award of equity instruments based on grant date fair value.  The cost will be recognized over the period during which an employee is required to provide service in

- 30 -

MEDIA CENTURY INTERNATIONAL LIMITED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2005

2.

Significant accounting policies (Cont’d)

exchange for the award – usually the vesting period.  The effective date for this statement is as of the beginning of the next fiscal year that begins after June 15, 2005 (after December 15, 2005 for small business filers).

In May 2005, the FASB issued a SFAS 154, “Accounting Changes and Error Corrections” to replace APB Opinion No. 20, “Accounting Changes” and SFAS 3, “Reporting Accounting Changes in Interim Financial Statements” requiring 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.  When it is impracticable to determine the period-specific effects of an accounting change on one or more individual prior periods presented, SFAS 154 requires the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) for that period rather than being reported in an income statement.  When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, SFAS 154 requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable.  The effective date for this statement is for accounting changes and corrections of errors made in fiscal years beginning after    December 15, 2005.

The Company does not anticipate that the adoption of these two standards will have a material impact on these financial statements.

3.

Amount due to a director

The amount is interest free, unsecured and repayable within one year.

4.

Income taxes

A reconciliation of income taxes is as follows:

	Year ended	Year ended
	July 31, 2005	July 31, 2004
	US $	US $
Loss before income taxes	(181,010)	(1,717)
Expected benefit at Hong Kong profits tax rate of 17.5%	(31,676)	(300)
Tax effect of non-deductible expenses	31,676	300
	-	-

At July 31, 2005, the Company did not have any temporary differences.

- 31 -

MEDIA CENTURY INTERNATIONAL LIMITED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2005

5.

Net loss per common share

Net loss per common share is calculated on the basis of the weighted average number of common shares outstanding during the reporting periods.

6.

Commitments and contingencies

There was no significant commitments or contingent liabilities as of July 31, 2005.

7.

Concentrations of credit risk

Cash and cash equivalents are financial instruments that potentially subject the Company to concentrations of credit risk.

8.

Related party transactions

Apart from the advance from the Director as disclosed in note 3, during the year ended July 31, 2005, the Company paid office rentals, rates and building management fee to a related company controlled by the Director in connection with the sharing of office premises in Hong Kong.  The payments have been agreed at one-tenth of the actual costs incurred by this related company.

	Period from
	July 18, 2002
	(date of
	incorporation)	Year ended	Year ended
	to July 31, 2005	July 31, 2005	July 31, 2004
	US $	US $	US $
Rent, rates and building management fee paid	13,272	13,272	-

- 32 -

MEDIA CENTURY INTERNATIONAL LIMITED
(PRO-FORMA FINANCIAL STATEMENTS)

PRO-FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
DECEMBER 31, 2005

		Media		Digitalone	Consolidation		Consolidated
		USD		USD	Journal		USD
		(unaudited)		(unaudited)
Current Assets
Cash & Bank	$	23,602	$	7,690		$	31,292
Accounts Receivable		-		12,556			12,556
Tax recoverable		-		73			73
Investment in subsidiary		20,014			(20,014)		-
Goodwill					11,892		11,892
Prepayments & deposits		-		3,974			3,974
		43,616		24,293			59,787
Non-current Assets
Property, plant and equipment		-		3,217			3,217
TOTAL ASSETS		23,602		27,510			63,004
Current Liabilities	$	-	$			$
Accounts payables & accrual		-		2,991			2,991
Promissory Note		20,014		-			20,014
Provision for taxation		-		-			-
Due to a director		2,189		16,397			18,586
TOTAL LIABILTIES		22,203		19,388			41,591
Shareholders' Equity
Common Stock: par value $0.02
500,000,000 authorized
6,000,000 shares issued and outstanding		120,000		128	(128)		120,000
Addition paid-in capital		90,000		-			90,000
Retained earnings		(188,587)		7,994	(7,994)		(188,587)
TOTAL SHAREHOLDERS' EQUITY		21,413		8,122			21,413
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY		43,616		27,510			63,004

See notes to unaudited pro-forma consolidated financial statements

- 33 -

MEDIA CENTURY INTERNATIONAL LIMITED

PRO-FORMA STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2005

		Media		Digitalone	Consolidation		Consolidated
		USD		USD	Journal		USD
		(unaudited)		(unaudited)
Revenue	$		$	-		$	-
Cost of Sales				-			-
Gross Profit				-			-
Depreciation				-			-
Staff cost		(90,000)		-			(90,000)
Administrative expenses		(91,361)		-			(91,361)
Operating income		(181,361)		-			(181,361)
Other income		-		-			-
Income before taxation		(181,361)		-			(181,361)
Tax refund		-		-			-
Net (loss) / income		(181,361)		-			(181,361)

See notes to unaudited pro-forma consolidated financial statements

- 34 -

MEDIA CENTURY INTERNATIONAL LIMITED

PRO-FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
JULY 31, 2006

		Media		Digitalone	Consolidation		Consolidated
		USD		USD	Journal		USD
		(unaudited)		(unaudited)
Current Assets
Cash and cash equivalents	$	23,588	$	14,793		$	38,381
Accounts receivable		-		18,092			18,092
Deferred tax assets		-		73			73
Investment in subsidiary		20,014		-	(20,014)		-
Prepayments and deposits		-		3,974			3,974
		43,602		36,932			60,520
Non-current Assets
Property, plant and equipment		-		9,935			9,935
TOTAL ASSETS		43,602		46,867			70,455
Current Liabilities						$
Accounts payables and accrual	$	13,542	$	-			13,542
Promissory note		20,014		-			20,014
Due to a director		2,348		21,654			24,002
TOTAL LIABILTIES		35,904		21,654			57,558
Shareholders' Equity
Common stock: par value $0.02
500,000,000 authorized
6,000,000 shares issued and outstanding		120,000		128	(128)		120,000
Addition paid-in capital		90,000		-			90,000
Retained earnings		(202,302)		25,085	(19,886)		(197,103)
TOTAL SHAREHOLDERS' EQUITY		7,698		25,213			12,897
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY		43,602		46,867			70,455

See notes to unaudited pro-forma consolidated financial statements

- 35 -

MEDIA CENTURY INTERNATIONAL LIMITED

PRO-FORMA STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE PERIOD ENDED JULY 31, 2006

		Media		Digitalone	Consolidation		Consolidated
		USD		USD	Journal		USD
		(unaudited)		(unaudited)
Revenue	$	-	$	64,830	(64,830)	$	-
Cost of sales		-		(4,401)	4,401		-
Gross profit		-		60,429	(60,429)		-
General and administrative expenses		(13,715)		(45,723)	45,724		(13,715)
Written off of negative goodwill					5,199		5,199
Income before taxation		-		14,705	(14,705)		-
Provision for taxation		-		-			-
Net (loss) / income		(13,715)		14,705	(14,705)		(8,516)

See notes to unaudited pro-forma consolidated financial statements

- 36 -

MEDIA CENTURY INTERNATIONAL LIMITED

NOTES TO UNAUDITED PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The unaudited pro-forma consolidated financial statements include the accounts of Media Century International Limited (“Media”) and Digitalone Limited (“Digitalone”). Media acquired Digitalone by issuing a promissory note amounting to USD20,014 on August 1, 2006. The acquisition transaction is treated as purchase accounting, in which Digitalone assets and liabilities will be consolidated.

Media is the registrant, a BVI development stage company incorporated on July 18, 2002. Media has a fiscal year end of July 31, and currently without operations other than acquisition of Digitalone. The balance sheet date used for the pro forma consolidation is December 31. During the seven months ended July 31, 2006, Media had no operations other than general and administrative expenses.

Digitalone Limited, a Hong Kong company incorporated on December 5, 1997. Its principal activity was engaged in the business of the provision of information technology services.

Digitalone's audited statement of operations for the year ended December 31, 2005 is included in the pro-forma consolidated statement of operations for the year ended December 31, 2005, and its unaudited statement of operations for the seven months ended July 31, 2006 is included in the pro-forma consolidated statement of operations for the seven months ended July 31, 2006.

2. CONSOLIDATING ENTRIES

The consolidating entries on the pro-forma consolidated balance sheet to eliminate investments in subsidiary accounts. The consolidating entries on the pro-forma consolidated statement of operations for the year ended December 31, 2005 and seven months ended July 31, 2006 eliminate the effect of Digitalone.

- 37 -

DIGITALONE LIMITED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Madsen & Associates CPA’s, Inc.

684 E. Vine St. #3

Murray, Utah  84107

801-268-2632 fax 801-262-3978

Board of Directors

Digitalone Limited

We have audited the accompanying balance sheet of Digitalone Limited as of December 31, 2005 and 2004 and the related statements of operations, stockholders’ equity and cash flows for the year then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Digitalone Limited as of December 31, 2005 and 2004 and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

Madsen & Associates CPA’s, Inc.

Salt Lake City, Utah

May 26, 2006

- 38 -

Digitalone Limited
BALANCE SHEET
	December 31,	December 31,	December 31,
ASSETS	2005	2004	2003
Current Assets:
Cash and Cash Equivalents	$       7,690	$  18,717	$   9,458
Accounts Receivable	12,556	41,891	8,603
Deposits	-	1,816	1,650
Deferred Tax Asset	73	-	-
Other debtors			14,000
Prepaid Expenses	3,974	4,594	4,594
Total Current Assets	24,293	67,018	38,305
Fixed Assets:
Property, plant & equipment	64,008	63,380	60,853
Less:  Accumulated depreciation	(58,405)	(56,482)	(54,559)
Total Fixed Assets	5,603	6,898	6,294
		-	-
Total Assets	$     29,896	$  73,916	$    44,599
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	2,991	641	641
Note payable - other	-	10,769	12,308
Deferred Tax Liability	-	314	-
Note payable - Shareholder	-	35,641	41,026
Note payable - Director	16,397	-	-
	19,388	47,365	53,975
Stockholders' Equity:
Common Stock, $1 par value; authorized 10,000 shares;
1,000 issued and outstanding	128	128	128
Additional Paid-In Capital	-	-	-
Retained Earnings	10,380	26,423	(9,505)
Total Stockholders' Equity	10,508	26,551	(9,376)
Total Liabilities and Stockholders' Equity	$     29,896		$    44,599
See accompanying notes to the financial statements

- 39 -

DIGITALONE LIMITED
STATEMENT OF OPERATIONS
	December 31,	December 31,
	2005	2004
Revenues
Sales	$      121,318	$     222,841
Cost of Sales	(34,473)	(65,806)
Gross Profit	86,845	157,035
Expenses:
General & Administrative	86,224	115,981
Operating Profit	621	41,054
Other Income	-	2
Income Before Taxes	621	41,056
Income Tax	387	(5,128)
Net Income	1,008	35,928
See accompanying notes to the financial statements

- 40 -

Digitalone Limited
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
DECEMBER 31, 2005
	Common Stock	Common	Retained
	Shares	Stock	Earnings	Total
Balance at January 1 2004	1,000	128	(9,505)	(9,377)
Net Income	-	-	35,928	35,928
Balance at December 31, 2004	1,000	128	26,423	26,551
Dividends	-	-	(17,051)	(17,051)
Net Income	-	-	1,008	1,008
Balance at December 31, 2005	1,000	128	10,380	10,508
See accompanying notes to the financial statements

- 41 -

Digitalone Limited
STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED
DECEMBER 31, 2005 AND 2004
	2005	2004
Cash Flows used in Operating Activities:
Net Income	$            1,008	$          35,928
Amortization / depreciation	1,923	2,564
Changes to operating assets and liabilities:	2,931	38,492
Decrease / (Increase) in accounts receivable	29,335	(33,288)
Decrease in other receivables	-	14,000
Decrease / (Increase) in deposits	1,816	(167)
Deferred Income Taxes	(387)	-
Increase in amounts due from a Director	16,397	-
Decrease in prepaid expenses	620	-
Increase in accounts payable and accruals	2,349	-
Decrease in notes payable	(10,769)	(1,538)
Net Cash flows provided by Operations	42,292	17,499
Cash Flows used by Investing Activities:
Purchase of fixed assets	(627)	(3,169)
Net Cash Flows provided by Investing Activities	(627)	(3,169)
Cash Flows used by Financing Activities:
Payment of shareholders' loans	(35,641)	(5,385)
Dividend paid	(17,051)	-
Net Cash Flows used by Financing Activities	(52,692)	(5,385)
NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS	(11,027)	8,945
Cash at Beginning of Period	18,717	9,772
Cash at End of Period	$            7,690	$          18,717
See accompanying notes to the financial statements

- 42 -

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

1. General

The company was incorporated in Hong Kong with limited liabilities under the Companies Ordinance.  Its principal activities during the year were engaged in the business of the provision of information technology services.

The registered office of Digitalone Limited is located at Room 3505-6, 35/F., Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong.

2.  PRINCIPAL ACCOUNTING POLICIES

A.

  Basis of Preparation

These financial statements have been prepared using accounting principles generally accepted in the United States. As the Company’s operations are solely within Hong Kong, the Hong Kong dollar is considered the Company’s functional currency. As such, under FAS 52, the Company is using Hong Kong dollars as the reporting currency.

B.

Foreign Currencies

Foreign currency transactions during the year are translated into Hong Kong dollars at the exchange rates in place on the transaction dates.

C.

Revenue recognition

Revenue is recognized when goods are delivered to the buyer and title and risk of loss on such goods are passed to the buyer.

D.

Income Taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.  The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.

The Company had a net deferred tax asset of $571 and net deferred tax liability of $2,449 as of December 31, 2005 and 2004, respectively.

E.

Property, plant and equipment

- 43 -

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

2.  PRINCIPAL ACCOUNTING POLICIES (Cont’d)

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

Where the recoverable amount of an asset has declined below its carrying amount, the carrying amount is reduced to reflect the decline in value.

Depreciation is provided to write off the cost of property, plant and equipment over their estimated useful lives on the straight-line basis. All assets owned by the Company as of December 31, 2005 and 2004 are determined to be in a 7-year life category. All property, plant, and equipment are considered to be office equipment, with the exception of approximately $700 that is classified as furniture and fixtures.

F.

 Fair Value of Financial Instruments

The respective carrying value of the balance sheet financial instruments approximated their fair values at December 31, 2005 and 2004.  

G.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

H.

Employee benefits

The company operates a defined contribution Mandatory Provident Fund (“MPF”) retirement benefit scheme under the Mandatory Provident fund Schemes Ordinance Contributions to the MPF scheme are made based on a percentage of the employees’ basic salaries and are charges to the profit and loss account as they become payable in accordance with the rules of the MPF scheme.  The company’s employer contributions are fully and immediately vested in favor of the employees.

I.

Financial and Concentration Risk

Approximately 27% of the Company’s revenues come from 1 customer.

J.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent account pronouncements will have a material effect on its financial statements.

K.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand and at banks, including term deposits, which are not restricted as to use. The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

- 44 -

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

2.  PRINCIPAL ACCOUNTING POLICIES (Cont’d)

L.

Common Stock

Authorized, issued and outstanding

1,000

On incorporation, the company issued 1,000 ordinary shares of HK$1 each at par for cash.  These shares rank pari passu in all respects.

J.  Related Party Transactions

Companies are considered to be related if one company has the ability directly or indirectly to control the other company or exercise significant influence over the other company in making the financial and operating decisions.  Companies are also considered to be related if they are subject to common control or common significant influence.  Related parties may be individuals or entities.

During the year, the Company had the following transactions with a related party, in which Li Sze Tang and Lau Hing Bun are directors of both parties:

Name of party

Nature of transaction

2005

2004

Impact Grammar

Internet education and

 HK$128,000

HK$0

  Institute

training program expenses

included in cost of sales

3.  OPERATING LEASES

As of December 31, 2005 and 2004 the Company had the following minimum lease commitments:

2005

2004

Amounts payable:

Within one year

-

36,465

In the second and consecutive years

-

-

Total minimum lease payments

-

36,465

- 45 -

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

4.  INCOME TAXES

(a)	Tax expense in the profit and loss account represents:
		2005	2004
		HK$	HK$
	Provision for income tax expense	2,557	40,000
	Tax credit	(5,577)	-
		(3,020)	40,000
	Provision for Hong Kong profits tax has been made at the rate of 17.5% (2004: 17.5%) on the
	estimated assessable profit for the year.
(b)	The tax expense for the year can be reconciled to the profit before taxation per the profit and loss account as follows:
		2005	2004
		HK$	HK$
	Income before taxes	4,841	320,237
	Tax at the profits tax rate of 17.5% (2004: 17.5%)	847	56,041
	Tax effect of temporary differences not recognized	1,710	1,933
	Tax effect of non-taxable income	-	(4)
	Tax credit	(5,577)	-
	Utilization of tax losses	-	(17,970)
	Tax expense for the year	(3,020)	40,000
(c)	No provision for deferred taxation has been made as the effect of all temporary differences is
	immaterial.

- 46 -

ITEM 18.

FINANCIAL STATEMENTS.

Not applicable

ITEM 19.

EXHIBITS.

2.1

Stock Purchase Agreement, dated August 4, 2006, by and among Media Century International Limited, a British Virgin Islands company, First Asia International Holdings, and DigitalOne Limited, a Hong Kong corporation.

31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-4(a)/15d-14(a).

31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).

32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

- 47 -

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.

MEDIA CENTURY INTERNATIONAL LIMITED

Li Sze Tang

Chief Executive Officer and Chairman

Date: August 4, 2006

- 48 -