10QSB/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB /A

Amendment No. 1

[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended September 30, 2007

[   ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from _____ to _____

Commission File Number: 000-52169

NORTHPORT CAPITAL, INC.
(Name of small business issuer in its charter)

Colorado	76-0674579
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Suite #4200, 601 Union Street, Seattle, Washington	98101
(Address of principal executive offices)	(Zip Code)
(778) 863-0379
(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]   No [   ]

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest
practicable date. 26,500,000 shares of common stock as of September 30, 2007.

Transitional Small Business Disclosure Format (check one): Yes [   ]   No [X]

Explanatory Note

This Form 10-QSB/A of Northport Capital, Inc. (the “Company”) constitutes Amendment No. 1 (the “Amendment”) to the Company’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007, originally filed with the Securities and Exchange Commission on November 14, 2007 (the “Original Report”).

The purposes of this Amendment are:

1)	to amend the Company’s consolidated balance sheet for as of September 30, 2007;
2)	to reorganize the notes to the financial statements by amending the notes to the financial statements contained in the Original Report for additional disclosure of several transactions, revising the note relating to General Organization and Business (revised Note 2), and adding a new note relating to Restatement of Financial Statements (new Note 3), and renumbering the Notes accordingly; and
3)	to correct certain other typographical and other matters for clarity throughout the Original Report.

Other than these changes, the remainder of the document is unchanged from the original filing.

This Amendment has been signed as of a current date, and also includes as exhibits, currently dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002.

This Amendment does not reflect events occurring after the Original Report. Except for the foregoing amended or added information, this Amendment continues to speak as of the date of filing of the Original Report and the Company has not otherwise updated disclosures contained therein or herein to reflect events that occurred at a later date. For the convenience of the reader, this Amendment sets forth the Original Report in its entirety as amended.

Table of Contents

PART I FINANCIAL INFORMATION
	Item 1 – Financial Statements - Unaudited
	Item 2 – Management’s Discussion and Analysis
	Item 3 – Controls and Procedures
PART II OTHER INFORMATION
	Item 1 – Legal Proceedings
	Item 1A – Risk Factors
	Item 2 – Unregistered Sales of Equity Securities
	Item 3 – Exhibits
	Item 4 – Submission of Matters to a Vote of Securities Holders
	Item 5 – Other Information
	Item 6 – Exhibits

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2007 (UNAUDITED)

ASSETS
		Restated
CURRENT ASSETS
Cash and cash equivalents	$	74,768
Prepaid expenses and other current assets		8,245
Total Current Assets		83,013
PROPERTY AND EQUIPMENT
Fixed assets, net		160,189
Construction in progress		148,742
Total Property and Equipment		308,931
TOTAL ASSETS	$	391,944
LIABILITIES AND STOCKHOLDERS' DEFICITS
CURRENT LIABILITIES
Accounts payable	$	8,069
Other payables and accrued liabilities		95,059
Note payable		106,417
Other taxes payable		1,128
Due to stockholders		565,941
Deferred revenue		87,170
Total Current Liabilities		863,784
LONG-TERM LIABILITIES
Due to a stockholder		100,000
COMMITMENTS AND CONTINGENCIES		-
STOCKHOLDERS' DEFICITS
Common stock ($0.001 par value, 100,000,000 shares authorized,
26,500,000 shares issued and outstanding as of September 30, 2007)		26,500
Additional paid-in capital		148,015
Retained earnings (Accumulated deficits)
Unappropriated		(853,928	)
Appropriated		129,897
Accumulated other comprehensive loss		(22,324	)
Total Stockholders' Deficits		(571,840	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICITS	$	391,944

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS (UNAUDITED)

		For the three months ended						For the nine months ended
		September 30,						September 30,
		2007			2006			2007			2006
NET SALES
Provision of platform for electronic
filing of tax returns	$	48,956		$	88,517		$	166,423		$	311,306
Color photo printing		709			-			709			-
Total net sales		49,665			88,517			167,132			311,306
COST OF SALES
Provision of platform for electronic
filing of tax returns		(22,303	)		(59,280	)		(80,152	)		(166,708	)
Color photo printing		(23,167	)		-			(23,167	)		-
Total cost of sales		(45,470	)		(59,280	)		(103,319	)		(166,708	)
GROSS PROFIT		4,195			29,237			63,813			144,598
OPERATING EXPENSES
General and administrative		74,764			45,782			174,727			115,196
Professional fees		3,000			7,004			35,606			23,579
Research and development expenses		12,730			65,234			85,025			100,906
Depreciation		3,296			4,505			11,335			15,031
Total Operating Expenses		93,790			122,525			306,693			254,712
LOSS FROM OPERATIONS		(89,595	)		(93,288	)		(242,880	)		(110,114	)
OTHER INCOME (EXPENSES)
Other income		48			51			240			1,237
Interest income		-			65			57			108
Imputed interest income on due from a stockholder		-			406			-			2,085
Imputed inerest expenses on due to stockholders		(9,978	)		(1,216	)		(19,554	)		(2,416	)
Loss on disposals of property and equipment		(10	)		(200	)		(1,391	)		(5,918	)
Other expenses		-			172			-			(629	)
Total Other Expenses, net		(9,940	)		(722	)		(20,648	)		(5,533	)
LOSS FROM OPERATIONS BEFORE TAXES		(99,535	)		(94,010	)		(263,528	)		(115,647	)
INCOME TAX		-			2,221			-			(1,376	)
NET LOSS		(99,535	)		(91,789	)		(263,528	)		(117,023	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation gain (loss)		(5,492	)		3,800			(13,503	)		2,936
COMPREHENSIVE LOSS	$	(105,027	)	$	(87,989	)	$	(277,031	)	$	(114,087	)
LOSS PER SHARE - Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER
OF SHARES - Basic and diluted		26,500,000			26,500,000			26,500,000			26,500,000

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

		Nine months ended September 30,
		2007		2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(263,528	) $	(117,023	)
Adjusted to reconcile net loss to cash used in
operating activities:
Depreciation - cost of sales		23,422		28,584
Depreciation		11,335		15,031
Loss on disposals of property and equipment		1,391		5,918
Imputed interest income on due from a stockholder		-		(2,085	)
Imputed interest expenses on due to stockholders		19,554		2,416
Changes in operating assets and liabilities
Decrease (Increase) in:
Accounts receivable		-		1,128
Inventories		-		361
Prepaid expenses and other current assets		(346	)	3,998
Prepaid income tax		-		1,311
(Decrease) Increase in:
Accounts payable		8,069		-
Other payables and accrued liabilities		(19,900	)	22,208
Deferred revenue		(46,016	)	(133,419	)
Value added tax and other taxes payable		(748	)	(1,828	)
Net cash used in operating activities		(266,767	)	(173,400	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(260,935	)	-
Due from a stockholder		-		42,555
Proceeds on disposals of property and equipment		6,709		-
Net cash (used in) provided by investing activities		(254,226	)	42,555
CASH FLOWS FROM FINANCING ACTIVITIES
Loan borrowed		-		100,000
Due to stockholders		585,608		24,990
Net cash provided by financing activities		585,608		124,990
EFFECT OF EXCHANGE RATES ON CASH		(14,309	)	(1,917	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		50,306		(7,772	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		24,462		19,999
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	74,768 $		12,227

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS AS OF SEPTEMBER 30, 2007 (UNAUDITED)

NOTE 1 BASIS OF PRESENTATION

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

In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments consisting only of normal recurring accruals considered necessary to present fairly the Company's consolidated financial position at September 30, 2007, the consolidated results of operations and comprehensive loss for the three and nine months ended September 30, 2007 and 2006, and consolidated cash flows for the nine months ended September 30, 2007 and 2006. The consolidated results for the nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2007. These financial statements should be read in conjunction with the financial statements and footnotes of the Company for the years ended December 31, 2006 and 2005.

NOTE 2 GENERAL ORGANIZATION AND BUSINESS

Northport Capital Inc. (“Northport Capital”) was incorporated under the laws of the State of Colorado on July 25, 2000 and has not engaged in business activities of any kind since its incorporation and has not recorded any revenue. On April 28, 2004, the Board of Directors approved the change of the name of the Company to Northport Capital Inc; increase of the authorized capital from 25,000,000 shares of common stock to 100,000,000 shares of common stock and approved a forward split of 4:1. Northport Capital retained the current par value of $0.001 and the issued capital was retroactively adjusted to reflect the result of stock split in prior periods by reclassifying from additional paid-in capital to common stock.

Dalian Beigang Information Industry Development Company Limited (“Dalian Beigang”) was incorporated in the People’s Republic of China (“PRC”) on June 20, 1997 with its principal place of business in Dalian, PRC.

Dalian Beigang is principally engaged in the provision of platforms, among other things, to customers in Dalian for electronic filing of tax returns and payment of taxes. In accordance with the business permit, the Company’s right of operation expires on June 20, 2026 and is renewable.

During 2005, Dalian Beigang entered into a project to develop a color photo printing business in China. A trade name “Colorstar” was registered with the China State Administration for Industry and Commerce in China as well as a Chinese patent was applied for on this technology. Currently the development of the system network and self serve digital printer design are at its final test stage. All intellectual property rights are reserved in the name of Dalian Beigang.

On June 23, 2005, Northport Capital entered into a definitive agreement with the stockholders of Dalian Beigang in which Northport Capital exchanged 100% of the registered and fully paid up capital of Dalian Beigang for $150,000 satisfied by the issue of 1,500,000 shares of common stock of $0.001 par value to the stockholders of Dalian Beigang. The company obtained the approval from the PRC government and completed the acquisition on May 17, 2006. As both companies are under common management, the exchange of shares has been accounted for as a reorganization of entities under common control and the financial statements have been prepared as if the reorganization had occurred retroactively. Northport Capital and Dalian Beigang are hereafter referred to as (“the Company”).

NOTE 3 RESTATEMENT OF FINANCIAL STATEMENTS

On April 28, 2004 the Company declared a four for one forward split of its common stock but retained the par value of its shares at $0.001. The Company had erroneously accounted for the forward stock split by reducing the par value of its shares from $0.001 to $0.00025, recording the difference as additional paid in capital. This restatement is made to correctly record common stock at its par value of $0.001 from additional paid in capital.

A summary of significant effects of the restatement is as follows:

		September 30,
		2007			September 30,
		(As Previously			2007
Balance sheet		Reported)			(As Restated)
Current assets	$	83,013		$	83,013
Property and equipment, net		308,931			308,931
Total assets		391,944			391,944
Current liabilities		863,784			863,784
Long-term liabilities		100,000			100,000
Stockholders' deficits
Common stock		7,750			26,500
Additional paid-in capital		166,765			148,015
Retained earnings (deficit)
Unappropriated		(853,928	)		(853,928	)
Appropriated		129,897			129,897
Accumulated other comprehensive loss		(22,324	)		(22,324	)
Total liabilities and stockholders' deficits	$	391,944		$	391,944

NOTE 4 PRINCIPLES OF CONSOLIDATION

The accompanying unaudited condensed consolidated financial statements as of September 30, 2007 consolidate the unaudited financial statements of Northport Capital and its 100% owned subsidiary Dalian Beigang.

The accompanying unaudited condensed consolidated financial statements as of September 30, 2006 reflect the retroactively effect on reorganization of entities and consolidate the unaudited financial statements of Northport Capital and its 100% owned subsidiary Dalian Beigang.

All significant inter-company accounts and transactions have been eliminated in consolidation.

NOTE 5 COMMITMENTS AND CONTINGENCIES

Commitments

The Company leases office spaces from third parties under two operating leases which expire on January 31, 2008 and March 9, 2008 respectively at a monthly rental of $694 and $1,564 respectively.

As at September 30, 2007, the Company has outstanding commitments of $10,592 with respect to the above operating leases, which are due in 2008.

NOTE 6 RELATED PARTY TRANSACTIONS

As of September 30, 2007, a stockholder loaned $577,302 to the Company as unsecured loans and imputed interest is computed at 7% per annum on the amount due. Pursuant to an agreement dated June 20, 2007, $100,000 is repayable on or before March 31, 2009 and the remaining balance is repayable on demand.

As of September 30, 2007, a stockholder loaned $88,639 to the Company as short-term unsecured loan and imputed interest is computed at 7% per annum on the amount due.

Total imputed interest expenses recorded as additional paid-in capital amounted to $19,554 for the nine months ended September 30, 2007.

NOTE 7 CONCENTRATIONS AND RISKS

During the nine months ended September 30, 2007, 100% of the Company’s assets were located in China and 100% of the Company’s revenues were derived from companies located in China.

NOTE 8 SEGMENTS

The Company operates in two reportable segments; the provision of platforms for electronic filing of tax returns and payment of taxes and color photo printing. The accounting policies of the segments are the same as described in the summary of significant accounting policies. The Company evaluates segment performance based on income from operations. All inter-company transactions between segments have been eliminated. As a result, the components of operating income for one segment may not be comparable to another segment. The following is a summary of the Company’s segment information for the nine months ended September 30, 2007 and 2006:

Provision of platform
for electronic filing of					Color photo
		tax returns			printing			Total
2007
Revenues	$	166,423		$	709		$	167,132
Gross profit (loss)		86,271			(22,458	)		63,813
Net loss from operations		(107,228	)		(89,886	)		(197,114	)
Total assets		158,410			233,534			391,944
Depreciation and amortization		28,133			6,624			34,757
2006
Revenues	$	311,306		$	-		$	311,306
Gross profit		144,598			-			144,598
Net income (loss) from operations		11,289			(100,906	)		(89,617	)
Total assets		133,318			-			133,318
Depreciation and amortization		43,615			-			43,615

A reconciliation is provided for unallocated amounts relating to corporate operations which is not included in the segment information.

		Nine months ended September 30,
		2007			2006
Total net loss for reportable segments	$	(197,114	)	$	(89,617	)
Unallocated amounts relating to corporate operations:
Advisory and professional fees		(48,133	)		(12,815	)
Others		(18,281	)		(14,591	)
	$	(263,528	)	$	(117,023	)

NOTE 9 THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement 109 (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. This Interpretation provides that the tax effects from an uncertain tax position can be recognized in the Company’s financial statements, only if the position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective as of the beginning of fiscal 2007, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Company does not expect the adoption of FIN 48 to have an impact on the Company’s results of operations or financial condition.

In September 2006, FASB issued Statement 157, Fair Value Measurements. This statement defines fair value and establishes a framework for measuring fair value in generally accepted accounting principles (GAAP). More precisely, this statement sets forth a standard definition of fair value as it applies to assets or liabilities, the principal market (or most advantageous market) for determining fair value (price), the market participants, inputs and the application of the derived fair value to those assets and liabilities. The effective date of this pronouncement is for all full fiscal and interim periods beginning after November 15, 2007. The Company does not expect the adoption of SFAS 157 to have an impact on the Company’s results of operations or financial condition.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159) which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 will become effective for us on January 1, 2008. The Company is currently evaluating the impact this new Standard, but believes that it will not have that it will not have a material impact on the Company’s financial position.

NOTE 10 GOING CONCERN

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $853,928 at September 30, 2007. The Company’s current liabilities also exceed its current assets by $780,771 and the Company used cash in operations of $266,767. These factors raise substantial doubt about its ability to continue as a going concern. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent up the Company’s ability to raise additional capital, obtain financing and succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is now pursuing additional funding and potential merger or acquisition candidates, which would enhance stockholders’ investment. Management believes that the above actions will allow the Company to continue operations through the next fiscal year.

Item 2.                  Management’s Discussion and Analysis

As used in this quarterly report: (i) the terms “we”, “us”, “our” and the “Company” mean Northport Capital, Inc.; and all dollar amounts refer to United States dollars unless otherwise indicated.

The following discussion of our plans, results of operations and financial condition as at and for the three and nine month periods ended September 30, 2007 should be read in conjunction with our unaudited interim financial statements and related notes for the three and nine months ended September 30, 2007 included in this quarterly report.

Overview

We conduct business in North America under the name of Northport Capital, Inc. We own a Chinese company, Dalian Beigang Information Industry Development Company Limited (“Dalian Beigang”), that operates TENET (or “Tenet”), a tax filing and preparation service for federal commercial taxpayers in Dalian, Liaoning Province in the People’s Republic of China (“PRC”). Tenet, developed and designed by Dalian Beigang in October of 1998 and further engineered through collaboration with the Dalian National Tax Bureau beginning in January of 1999, is geared only towards commercial business owners and not individual tax filers. Dalian Beigang anticipates expanding its Tenet operations to other Chinese cities as the Company can so afford. In addition to its Tenet operation, the Company is also developing a digital photo processing business more fully described under Graphic Printing Technology below.

The Company was incorporated in Colorado as dotcom.netmgmt.com Inc. on July 25, 2000. The authorized number of common shares was set at 25,000,000 at a par value of $0.001. The original planned business was to be an Internet website designed to assist small business owners.

From formation until 2004, we engaged in no significant operations other than organizational activities. We received no revenues during this period. On April 28, 2004, we held a special shareholder’s meeting at which our authorized capital was increased from 25,000,000 common shares to 100,000,000 common shares. At the same meeting the original directors and officers resigned and Zhao Yan, Zhong Bo Jia and James Wang were elected as new directors. Zhao Yan was appointed president and James Wang appointed as secretary/treasurer. At the same meeting the issued common shares of 6,250,000 were split on a four to one basis resulting in a new total of 25,000,000 common shares. At the same meeting our name was changed from dotcom-netmgmt.com Inc to Northport Capital, Inc.

On June 23, 2005, we entered into an agreement to acquire 100% of Dalian Beigang. The agreement required Company shareholder approval as well as PRC government approval by way of the issuance of a business license for the revised China corporate structure, which would be a Wholly Owned Foreign Enterprise (“WOFE”).

The Chinese government approved the business license for the WOFE on May 17, 2006, at which time the acquisition closed. A total of 1,500,000 treasury shares of the Company were issued for the acquisition.

Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share, of which 26,500,000 shares are currently issued and outstanding, fully paid and non-assessable. There are no outstanding options, warrants or calls pursuant to which any person has the right to purchase any of our authorized and unissued common or other securities. We registered certain of our shares by way of Form SB2 which was receipted by the SEC on July 13, 2007. We are currently applying to the NASD for approval to trade our shares on the OTC Bulletin Board exchange.

The Company currently maintains a small office in North America at #4200, 601 Union Street, Seattle, Washington, 98101 at a monthly lease rate of $175. The telephone number used at the location is 778-863-0379.

The Company’s Dalian business operates from a 557 square meter office facility located at Suite #512, A. No. 1 Huoju Road Qixianlinq Industrial Base – High-Tech Zone, Dalian, China. This space is leased under two operating leases which expire on January 31, 2008, and March 9, 2008, respectively, at a monthly rental of $694 and $1,564, respectively.

Dalian Beigang operates in Beijing from a 109 square meter office facility located in the Century Golden Resources Hotel on the West Fourth Ring Road. The office is owned by the president of the Company, Zhao Yan, and is provided on a rent-free basis.

China Operations

To date, our business operations have been entirely conducted through our wholly owned Chinese subsidiary, Dalian Beigang. The China business is principally engaged in provision of Tenet, our electronic tax filing and payment system, to commercial customers in Dalian, China. As at September 30, 2007, we had 8581 Tenet subscribers in Dalian.

Tenet is also available in Yingkou through a co-operation agreement between Dalian Beigang and Yingkou City Beigang Network Information Industry Service Co., Ltd., a wholly owned subsidiary of Lenovo Corporation, which is a Chinese computer manufacturer and retailer (“Lenovo Yingkou”). A key decision in the selection of Lenovo as the Tenet licensee in Yingkou was their excellent relationship with the Yingkou tax bureau which had been stated to us independently by the Yingkou tax bureau management. As at September 30, 2007, Lenovo Yingkou had 948 subscribers.

We intend to expand our tax payment platform business operations to other Chinese cities as we can afford such expansion. Expansion will require additional capital expenditures for computer systems, tax office interfaces, bank interfaces, and additional staff recruitment. In addition, advertising and promotion costs will be required to introduce Tenet in new locations.

The Company had an accumulated deficit of $853,928 at September 30, 2007. Management has taken steps to revise its operating and financial requirements, which it believes will be sufficient to provide the Company with the ability to continue operations. The Company is actively pursuing additional funding and potential acquisition candidates and strategic partners, which would enhance stockholders’ investment.

The China Tax Software Business

Tenet, developed by Dalian Beigang in concert with the federal tax authorities in Dalian, China, is a proprietary online federal tax reporting and payment system – the first of its kind in the PRC – and has been approved by the National Tax Bureau of China. The “Tenet” system, an acronym for “Taxation Electronic Network,” is intranet based and utilizes a secure LAN (local area network) system that is based on Internet technology. Commercial tax payers can access the Tenet system by entering into subscription agreements with Dalian Beigang, which generate revenue for the Company.

As of September 30, 2007, there were 8581 subscribers in Dalian (of approximately 35,000 available businesses in total) and an additional 948 subscribers in Yingkou, Liaoning province. During the past two years, a number of free online tax declaration systems have e merged and these offer almost the same function as the Tenet system in terms of reporting. Although there are security and service problems, these systems are free and have attracted business users. As a result, the number of users in the Tenet System as at September 30, 2007, has dropped from the number as at the 2005 year-end.

It is recognized that there are other firms that are also marketing online reporting systems to local tax bureaus, but none couple tax payment to tax reporting as does Tenet. In addition, these lack the safety and security aspects offered by Tenet. The advantage of such systems is that they are available at no or little cost to users. Typically, smaller and less sophisticated firms make use of such systems. As a network system established independently, the Tenet system is a part of the Internet. The firewall of the system is used against any illegal access so that hackers

from the Internet are unable to access and attack it directly. Tenet’s competitors do not have comparable safety and security systems as that of Tenet.

Marketing of Tenet

There are over 50,000 business tax payers in Dalian; approximately 20% of which are currently Tenet subscribers. With an investment of approximately $350,000, Dalian Beigang could add new computer systems, add more cable capacity and also provide computer, software and hardware upgrades and services to subscribers. Management believes, with this investment, that its subscriber base in Dalian could reach 35,000. Such improvements would also enhance subscriber acceptance in new cities as well. At the same time, Dalian Beigang would add additional sales staff in Dalian to enhance direct business sales calls and presentations and also increase advertising in newspapers and on local television.

The business model of Dalian Beigang assumes that in order to gain market share in a market as large as China, one must: (1) adopt a third party licensing system to expand quickly; (2) keep control of its core technology; and (3) provide a working example, or show case, that demonstrates how the Tenet System is to be ideally managed for the benefit of all stakeholders.

The only licensing agreement entered into outside of Dalian currently is with Yingkou Lenovo in the city of Yingkou, Liaoning Province.

Tenet’s expansion to other locations is contingent on the availability of financing to support foreseeable hardware and personnel costs. Funding requirements for Tenet implementation will vary by city, based upon size of the commercial taxpayer database. Management has the personnel capability to handle 10 new installation projects currently. Management believes that three cities are strong potential candidates for Tenet implementation as soon as funding is available. These are An Shan with 14,000 business tax payers; Fu Shun also with 14,000 business tax payers; and Dan Dong with 13,000 business tax payers. For each new city location, 2,000 subscribers would achieve a break even rate initially.

Once approval is given for installation of Tenet at the local tax bureau offices in a city, Dalian Beigang requires 90 days to assemble the required equipment and locate an initial staff of 8 computer technicians. At the same time, 5 additional computer technicians are added at the Dalian head office as support staff for the new location. During the same time period, marketing can begin so that training and initial subscriptions can be handled as soon as possible.

In a market of the size and diversity of China, it is critical to operate with partners that have strong local knowledge and the capital to properly finance the Tenet System in their city or Province. This will be accomplished through a Licensing program similar to a traditional licensee/franchise concept. A Beijing office has been established that is dedicated to managing and promoting the Licensing program.

Business Taxpayers in Dalian and Liaoning Province

If one considers the number of commercial taxpayers in Dalian, a medium size city by China’s standards with a population of 5.4 million, it has: an excess of 35,000 commercial taxpayers. Located in Liaoning Province, Dalian has 13 other large neighbouring cities, each with an average of 20,000-30,000 taxpayers, save for the capital city of Liaoning Province, Shenyang, which is approximately 25% larger than Dalian.

The latest China census lists 666 cities of significant populations including Beijing, which has a population of over 15 million and is one of the two most technologically and economically advanced metropolitan areas in China. 21% of China’s population or over 260 million residents out of 1.25 billion live in these 666 cities.

Current and Proposed Staffing Requirements

Dalian Beigang currently operates with a staff of 46 in Dalian, 3 in Yingkou and 3 in Beijing. One director operates from North American offices located in Seattle, Washington. Each city license will require between 8 and 10 software technicians and a city manager to be located in the local National Tax Bureau office on a permanent basis.

Risks and Uncertainties

An investment on our common stock involves a number of very significant risks. Prospective investors should refer to all our risk factors disclosed in our Form SB2 which was declared effective by the SEC on July 13, 2007.

There are a number of known material risks and uncertainties that are reasonably likely to have a material impact on our revenues, operations, liquidity and income over the short and long term. The primary risk that we face is our ability to obtain financing to cover working capital needs and to finance expansion of our Tenet system.

We continue to experience cash shortages resulting from advertising, marketing, selling and overhead expenses related to the Tenet tax software. We may require additional cash infusions before operations again achieve profitability. We may also require additional capital to finance the expected growth of our business, including purchases of computer equipment and recruitment of additional staff. The Company is anticipating raising minimum funding of $500,000 over the next 12 months and such funding would involve the new issuance of stock of at least 1,000,000 shares. Failure to generate such funding will have a direct effect on our expansion plans, cash flows and profitability of China operations and ultimately on our operations.

Since we have yet to attain profitable operations, our accountants believe there is substantial doubt about our ability to continue as a going concern.

Chinese government policies could have potential negative impacts on our business. Our business may be adversely affected by the relationship between the United States and China. This may impede our ability to operate in China. Likewise, our business may be adversely affected by internal Chinese issues such as boycotts, strikes, protests and government sanctions which may impede our ability to operate our business in China. Additionally, Chinese laws and regulations could have a potential negative impact on us.

We rely on key members of our management team and the loss of any of their services would have a material adverse effect on our success and development. Our directors and officers are non-residents of the United States and could be beyond reach in the event of litigation. In addition, the lack of availability in China of business liability insurance could materially affect our business.

Since our primary business operates in China, a re-evaluation of the Chinese Renminbi versus the US Dollar could have a negative effect on our financial results.

Resistance by users towards acceptance of our products could negatively affect our revenues and profits. Likewise, additional and unexpected competition could have a materially adverse effect on our business.

Results of Operations

SELECTED FINANCIAL INFORMATION

	Nine	Nine	Three	Three
	Months Period	Months Period	Months Period	Months Period
	Ended	Ended	Ended	Ended
	9/30/06	9/30/07	9/30/06	9/30/07
	(unaudited)	(unaudited)	(unaudited)	(unaudited)
Statement of Operations Data
Net sales	$311,306	$167,132	$88,517	$49,665
Gross profit	144,598	63,813	29,237	4,195
Operating loss	(110,114)	(242,880)	(93,288)	(89,595)
Loss from operations	(115,647)	(263,528)	(94,010)	(99,535)
Net loss	(117,023)	(263,528)	(91,789)	(99,535)
Loss per share from operations	(0.00)	(0.01)	(0.00)	(0.00)
Net loss per share	(0.00)	(0.01)	(0.00)	(0.00)

	September 30, 2007	December 31, 2006
	(unaudited)	(audited)
Balance Sheet Data
Total assets	$391,944	$118,326
Working capital	(780,771)	(400,328)
Total liabilities	(963,784)	(432,689)
Stockholders' deficits	(571,840)	(314,363)

Revenues

Revenues are received upon execution of new Tenet subscription contracts. Annual fees are paid in advance and are 1200 Yuan for year one; 960 Yuan for year two; 720 Yuan for year three and 600 Yuan each year thereafter. As at September 30, 2007, Dalian Beigang had a total of 8,581 subscribers which reflected no net gain in subscribers during the previous three months. As at the year ended December 31, 2006, there were 8,562 subscribers in Dalian.

In Yingkou as at September 30, 2007, the Yinkou Lenovo Tenet operation had 948 subscribers, compared to 948 as at December 31, 2006. Fees charged to subscribers in Yingkou are similar to those in Dalian. Dalian Beigang will receive 30% of fee revenues from the Yingkou operations, once subscribers exceed 1,000 in total.

All fees are paid annually in advance. Access to the Tenet system requires password usage which is altered annually at renewal dates.

Typically, sales representatives sign up new subscribers after which subscribers attend training sessions at the Dalian office facility. Thereafter, new subscribers are eligible to attend additional training sessions at no charge if needed. Customer credit worthiness and bad debts are not material issues in the business.

Revenues are recognized upon subscription sign-on dates. Contract revenues, where the subscription terms extend beyond our year-end, are recognized under the percentage-of-completion method. The percentage of completion is determined by computing the percentage of the subscription period completed. As at September 30, 2007, a total of $87,170 was classified as deferred revenue.

Results of the Three Months Period Ended September 30, 2007

Total revenues for the quarter ended September 30, 2007, were $49,665 as compared to $88,517 in the similar period in 2006. The number of subscribers did not increase during the three months period since June 30, 2007. Gross profit for the period was $4,195 and the loss from operations was $ 89,595. The overall net loss for the quarter was $99,535. The gross profit for the similar period in 2006 was $29,237 and loss from operations for that period was $93,288. The overall net loss for the 2006 comparable period was $91,789. As at September 30, 2007, Dalian Beigang had a total of 8,581 subscribers which reflected no net gain in subscribers during the three months period.

The fee schedule for new subscribers calls for annual fees payable in advance and decreasing incrementally over a three year period. The annual fee in year three is 50% of the initial year one annual fee payment. During the past year, a significant number of subscribers reached the 50% fee level which reduced corporate revenues, especially since there has also been a decrease of 1,656 subscribers since December 31, 2005, many of which had been year one and two level subscribers. Revenues of Dalian Beigang are also affected by an annual average decrease of approximately 7% of subscribers that cease business every year and do not re-subscribe and also approximately 5% of business subscribers that merge with other entities, change their core business or move operations outside of Dalian city.

Because the Company has had insufficient working capital to actively promote the Tenet system to non-subscribers in Dalian, there have been fewer new subscribers at the high annual rate and a substantial percentage of subscribers are at the reduced rates. Subscriber numbers were 10,237 as at December 31, 2005 (which included 169 new subscribers); 8,562 as at December 31, 2006 (which included 102 new subscribers); and 8,581 as at September 30, 2007 (which included 19 new subscriber since the last year end). The Company must raise sufficient funds in order to provide working capital for sales and marketing efforts to promote Tenet and increase the new subscriber numbers. As yet, the Company has not finalized arrangements for such additional financing and there is no guarantee that such financing can be raised or that such financing will be available at terms acceptable to the Company.

General and administrative expenses were $74,764 for the quarter ended September 30, 2007 as compared to $45,782 in the comparable 2006 period. Although our expenses increased during this most recent quarter, we have instituted cost savings and expense review actions with the intent to reduce our expenses to a break even basis and so as to maintain continued service level capabilities in the face of impaired revenues. A total of $12,730 was expended on research on a digital photo technology which Dalian Beigang believes may have future potential.

Results of the Nine Months Period Ended September 30, 2007

Total revenues for the nine months period ended September 30, 2007, were $167,132 as compared to $311,306 in the similar period in 2006. Gross profit for the period was $63,813 and the loss from operations was $ 242,880. The overall net loss for the period was $263,528. The gross profit for the similar period in 2006 was $144,598 and loss from operations for that period was $110,114. The overall net loss for the 2006 comparable period was $117,023. As at September 30, 2007, Dalian Beigang had a total of 8,581 subscribers.

General and administrative expenses were $174,727 for the period ended September 30, 2007 as compared to $115,196 in the comparable 2006 period. Although our expenses increased during this period, we have instituted cost savings and expense review actions with the intent to reduce our expenses to a break even basis and so as to maintain continued service level capabilities in the face of impaired revenues. A total of $85,025 was expended on research on a digital photo technology which Dalian Beigang believes may have future potential.

Liquidity and Capital Resources

For the nine months ended September 30, 2007, our cash and cash equivalents increased by $50,306 to $74,768. The increase in cash was due primarily from increased loans provided by certain of our shareholders. As at September 30, 2007, the corporate cash resources were such that we had a negative working capital position of $780,771.

As of September 30, 2007, a stockholder of the Company loaned a total of $577,302 to the Company in unsecured loans with imputed interest computed at 7% per annum. Pursuant to an agreement dated June 20, 2007 $100,000 is due on or before March 31, 2009, and the remaining balance is repayable on demand thereafter. Also as of September 30, 2007, a stockholder of the Company loaned $88,639 to the Company as a short-term unsecured loan and imputed interest is computed at 7% per annum on the amount due, repayable by September 30, 2008.

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $853,928 at September 30, 2007. The Company had an accumulated deficit of $314,363 at its year end of December 31, 2006. The Company’s current liabilities also exceed its current assets by $780,771 and the Company used cash in operations during the nine months period ended September 30, 2007 of $266,767. Cash used in operating activities was $173,400 in the nine months period ended September 30, 2006.

These factors raise substantial doubt about our ability to continue as a going concern. In view of the matters described above, continued operation of the Company is dependent upon the Company’s ability to raise additional capital, reduce its operating expenses, obtain financing and succeed in its future operations. Management is taking steps to revise its operating and financial requirements, which it believes will be sufficient to provide the Company with the ability to continue operations. During 2007, loans from Company’s stockholders totalling $665,941 were provided to us for use as working capital. Management believes that such financing, combined with expense reduction programs being initiated, will allow us to continue operations for the remainder of 2007. The Company is actively pursuing additional funding and potential merger or acquisition candidates and strategic partners, which would enhance stockholders’ investment.

It is our intention to expand our sales efforts towards new Tenet subscribers and to approach local funders and lenders. We are also anticipating that our digital photo technology will reach a commercial stage prior to the end of 2007 and which would generate income and cash flow. We anticipate raising minimum funding of $500,000 over the next twelve months and that such funding would involve the issuance of stock.

Trends and Uncertainties That May Affect Future Results

For the nine months ended September 30, 2007, our cash and cash equivalents increased by $50,306 to $74,768. The increase in cash was due primarily from an increase in stockholder loans.

We must be able to generate sufficient capital to advertise and promote our Tenet system to Dalian businesses not yet utilizing the system. The local national tax authorities support our program and competitive systems in Dalian are not likely to emerge given the issues of compatibility and potential problems with different interfaces. As at September 30, 2007, Beigang had 8581 subscribers of a total potential market of 35,000 business enterprises in Dalian.

As reflected in the accompanying financial statements, we had an accumulated deficit of $853,928 at September 30, 2007. Our current liabilities exceed our current assets by $780,771 and during the nine months period, we used net cash in operations of $266,767.

In view of the matters described above, continued operation of the Company is dependent upon the Company’s ability to raise additional capital, reduce its operating expenses, obtain financing and succeed in its future operations. Management is taking steps to revise our operating and financial requirements, which we believe will be sufficient to provide us with the ability to continue as a going concern.

We are now pursuing additional funding and potential merger or acquisition candidates, which would enhance stockholders’ investment. Management believes that the above actions will allow us to continue operations through the next fiscal year.

Graphic Printing Technology

In mid 2005, management of Dalian Beigang was introduced to a digital photo processing technology being developed by a young Beijing engineer. The project required funding and the Company’s management approved a decision to invest funds to develop the technology to a level where it could be commercially analyzed. A trade name of Colorstar was registered with the China State Administration for Industry and Commerce in China as well as a Chinese patent applied for on the technology. Total expenditures on research and development undertaken by Dalian Beigang on this project were charged to general and administrative expenses for the years ended December 31, 2006 and 2005, and such expenditures amounted to $125,146 and $88,868, respectively. For the three months period ended September 30, 2007, such expenses were $12,730 and total expenditures on the project for the nine months period ended September 30, 2007, has been $85,025.

The Company’s tax intranet software business remains its core business. The research and development on Colorstar has been undertaken separate from the core business of the Company. A wholly owned subsidiary, Dalian Colorstar Digital Technology Co. Ltd., is to be established to commercialize the technology if it is deemed viable.

The project involves the development of a user-operated, stand alone, digital photo developing and printing network operating system controlled through a proprietary network server with terminals and self serve digital photo developing printers. The stand-alone devices would provide users with digital print images equivalent to regular photographic pictures.

Currently the system network and self-serve digital printer design are at a pilot test stage. All intellectual property rights are reserved in the name of Dalian Beigang. A number of large potential customers are currently assessing the technology.

The design and manufacture of the network and the self-help digital photo-developing printer are the most important points in the project, and various test machines have been developed. One model operated on a basis without any promotion value; a second model was unusable because of low output speed and long waiting times; and a third model machine realized all design functions but because of large volume requirements, high cost and questionable intellectual property rights, it was not suitable for commercial development. A fourth model machine is in a pilot test stage.

The network management server has reached a finished design stage with a basic structure and main modular design completed for management and control functions.

Dalian Beigang retained the services of Dalian Dongfang Market Research Co., Ltd. (Dongfang), an established Dalian market research organization, for the purpose of determining the present status of the northeast China digital printing market as well as determination on possible market acceptance and development of the Colorstar project.

Dongfang’s research was undertaken in Beijing, Shenyang and Dalian and included sampling from consumers (local citizens, tourists and professionals), imaging shop proprietors (color film processing shops and photo-printing collection agencies), as well as convenience stores, lottery shops and advertising agencies and companies.

Dongfang determined that the Chinese market is in a stage of rapid increase of sales of digital cameras. Since the end of 2005, an increase of 30% to 50% for digital printing has been shown in larger cities – in fact, higher than for traditional film printing. In addition, there are now millions of mobile phones with a camera function, and these camera cellular phones are expected to reach a level of 70% in the China market.

Traditional digital color printing shops in the Chinese domestic market utilize equipment technology of one of four brands including Kodak, Fuji, Konica and Lucky, of which Kodak has about a 70% market share.

Fuji digital printing machine technology has been in a leading position in the China industry, enjoying the capability for producing stand alone devices and establishing network platforms, as well as providing customer financing. Doli, a China domestic manufacturer of production-type digital printing machines, has good quality equipment but has little strength in providing additional functions and network operating management platforms.

Analysis of data supplied by Dongfang management showed that both the operational mode and technological advantages of the Colorstar project were recognized by the China market. However, the project must improve its technological level, perfect its equipment quality, and also establish and implement detailed and effective marketing plans, in order for it to be commercially viable.

Management has determined that the project in China could require significant and substantial funding in order to successfully launch. Accordingly management believes that it is premature to state that they will proceed in a commercial way on this project.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Use of Estimates and Assumptions

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

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 52, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Stock-Based Compensation

The Company has adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), “Share-Based Payment”, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. The Company uses the Black-Scholes-Merton option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation.

The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

Recent Accounting Pronouncements

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement 109 (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. This Interpretation provides that the tax effects from an uncertain tax position can be recognized in the Company’s financial statements, only if the position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective as of the beginning of fiscal 2007, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Company does not expect the adoption of FIN 48 to have an impact on the Company’s results of operations or financial condition.

In September 2006, FASB issued Statement 157, Fair Value Measurements. This statement defines fair value and establishes a framework for measuring fair value in generally accepted accounting principles (GAAP). More precisely, this statement sets forth a standard definition of fair value as it applies to assets or liabilities, the principal market (or most advantageous market) for determining fair value (price), the market participants, inputs and the application of the derived fair value to those assets and liabilities. The effective date of this pronouncement is for all full fiscal and interim periods beginning after November 15, 2007. The Company does not expect the adoption of SFAS 157 to have an impact on the Company’s results of operations or financial condition.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159) which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 will become effective for us on January 1, 2008. The Company is currently evaluating the impact this new Standard, but believes that it will not have that it will not have a material impact on the Company’s financial position.

Item 3.                  Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as at the end of the period covered by this quarterly report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC.

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

There have been no changes in our internal controls over financial reporting that occurred during our most recent quarterly period that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1.                  Legal Proceedings

We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

Item 1A.               Risk Factors

There have not been any material changes in the risk factors previously disclosed in our Form 10-K for the year ended December 31, 2006 filed with the SEC on April 20, 2007.

Item 2.                  Unregistered Sales of Equity Securities

None.

Item 3.                  Defaults Upon Senior Securities

None.

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

None.

Item 5.                  Other Information

None.

Item 6.                  Exhibits

The following exhibits are filed with this Quarterly Report on Form 10-QSB:

Exhibit
Number	Description of Exhibit
31.1	Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer
32.1	18 U.S.C. Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

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.

NORTHPORT CAPITAL INC.

Per:   /s/ Zhao Yan                                                                                        
         Zhao Yan 
         President, Chief Executive Officer, Principal Executive Officer and a director 
         Date: January 28, 2008

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Zhao Yan, certify that:

(1)	I have reviewed this Report on Form 10-QSB for the quarterly period ended September 30, 2007 of Northport Capital Inc.;
(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 report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
(4)	The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer 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 the 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: January 28, 2008

/s/ Zhao Yan                                   
By:     Zhao Yan
Title: Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, James Wang, certify that:

(1)	I have reviewed this Report on Form 10-QSB for the quarterly period ended September 30, 2007 of Northport Capital Inc. Resources Inc;
(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 report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
(4)	The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer 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 the 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: January 28, 2008

/s/James Wang                                            
By:     James Wang
Title: Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER

PURSUANT TO
18 U.S.C. SECTION 1350

The undersigned, Zhao Yan, the Chief Executive Officer of Northport Capital Inc., and James Wang, the Chief Financial Officer of Northport Capital Inc., each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Report on Form 10-QSB of Northport Capital Inc., for the quarterly period ended September 30,2007, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in the Report on Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of Northport Capital Inc.

Date: January 28, 2008

/s/Zhao Yan                                                  
Zhao Yan
President, Chief Executive Officer, Principal
Executive Officer and Director

/s/James Wang                                            
James Wang
Secretary, Treasurer, Chief Financial Officer,
and Director