10-Q/A 1 form10qa.htm AMENDMENT NO. 1 TO THE QUARTERLY REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Northport Capital Inc. - Form 10-Q/A

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

Amendment No. 1
FORM 10-Q /A

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2008

Commission File Number: 000-52728

NORTHPORT CAPITAL, INC.
(Exact name of small business issuer as specified in its charter)

Colorado
(State or other jurisdiction of incorporation or organization)

76-0674579
(IRS Employer Identification Number)

Suite #4200, 601 Union Street, Seattle, Washington 98101
(Address of principal executive offices)(Zip Code)

(206) 652-3451
(Registrant's telephone no., including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]   No [   ]

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

The number of shares of the Company's common stock issued and outstanding on March 31, 2008 is 27,500,000.

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act (Check One):
Large accelerated filer [   ]        Accelerated filer [   ]        Non-accelerated filer [   ]        Smaller reporting company [X]


Table of Contents

PART I FINANCIAL INFORMATION
  Item 1 – Financial Statements - Unaudited
  Item 2 – Management’s Discussion and Analysis of Financial Conditions and Results of Operations
  Item 3—Quanitative and Qualitative Disclosure about Market Risk
  Item 4 – 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 Security Holders
  Item 5 – Other Information
  Item 6 – Exhibits


PART I – FINANCIAL INFORMATION

Item 1.               Financial Statements


NORTHPORT CAPITAL INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF MARCH 31, 2008 (UNAUDITED)


NORTHPORT CAPITAL INC.

CONTENTS

 

  Pages
   
Condensed Consolidated Balance Sheets as of March 31, 2008 (Unaudited) and December 31, 2007 (Audited) 1
   
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2008 and 2007 (Unaudited) 2
   
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007 (Unaudited) 3
   
Notes to Condensed Consolidated Financial Statements as of March 31, 2008 (Unaudited) 4 - 8


NORTHPORT CAPITAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS   March 31,     December 31,  
    2008     2007  
    (Unaudited)     (Audited)  
CURRENT ASSETS            
     Cash and cash equivalents $  23,810   $  13,934  
     Prepaid expenses and other current assets   7,934     8,027  
             Total Current Assets   31,744     21,961  
             
PROPERTY AND EQUIPMENT, NET   362,749     345,695  
TOTAL ASSETS $  394,493   $  367,656  
             
             
LIABILITIES AND STOCKHOLDERS' DEFICIT            
             
CURRENT LIABILITIES            
     Accounts payable $  571   $  549  
     Other payables and accrued liabilities   184,470     170,797  
     Note payable   113,924     109,378  
     Other taxes payable   834     1,476  
     Due to stockholders   944,522     677,378  
     Deferred revenue   35,595     55,979  
             Total Current Liabilities   1,279,916     1,015,557  
             
LONG-TERM LIABILITIES            
     Due to a stockholder   -     100,000  
             
TOTAL LIABILITIES   1,279,916     1,115,557  
             
COMMITMENTS AND CONTINGENCIES   -     -  
             
STOCKHOLDERS' DEFICIT            
     Common stock ($0.001 par value, 100,000,000 shares authorized,            
             27,500,000 shares issued and outstanding as of            
             March 31, 2008; 26,500,000 shares issued and            
             outstanding as of December 31, 2007)   27,500     26,500  
     Additional paid-in capital   171,500     160,634  
     Retained earnings (Accumulated deficit)            
        Unappropriated   (1,149,486 )   (1,026,301 )
        Appropriated   129,897     129,897  
     Accumulated other comprehensive loss   (64,834 )   (38,631 )
             Total Stockholders' Deficit   (885,423 )   (747,901 )
             
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $  394,493   $  367,656  

The accompanying notes are an integral part of these financial statements

1


NORTHPORT CAPITAL INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS (UNAUDITED)

    For the three months ended  
    March 31,  
    2008     2007  
NET SALES            
     Provision of platform for electronic            
                   filing of tax returns $  36,977   $  63,033  
     Color photo printing   1,534     -  
                   Total net sales   38,511     63,033  
             
COST OF SALES            
     Provision of platform for electronic            
                   filing of tax returns   (22,547 )   (33,052 )
     Color photo printing   (13,760 )   -  
                   Total cost of sales   (36,307 )   (33,052 )
             
GROSS PROFIT   2,204     29,981  
             
OPERATING EXPENSES            
     Selling, general and administrative   80,839     42,086  
     Professional and consulting fees   5,000     29,606  
     Research and development expenses   24,616     38,526  
     Depreciation   4,108     4,368  
     Total Operating Expenses   114,563     114,586  
             
LOSS FROM OPERATIONS   (112,359 )   (84,605 )
             
OTHER INCOME (EXPENSES)            
     Other income   26     71  
     Interest income   14     22  
     Imputed interest expenses on due to stockholders   (10,866 )   (3,080 )
     Total Other Expenses, net   (10,826 )   (2,987 )
             
LOSS FROM OPERATIONS BEFORE TAXES   (123,185 )   (87,592 )
             
INCOME TAX EXPENSE   -     -  
             
NET LOSS   (123,185 )   (87,592 )
             
OTHER COMPREHENSIVE LOSS            
     Foreign currency translation loss   (26,203 )   (2,417 )
             
COMPREHENSIVE LOSS $  (149,388 ) $  (90,009 )
             
Net loss per share-basic and diluted $  (0.01 ) $  (0.00 )
             
Weighted average number of shares outstanding            
     during the period-basic and diluted   26,895,604     26,500,000  

The accompanying notes are an integral part of these financial statements

2


NORTHPORT CAPITAL INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)

    Three months ended March 31,  
             
    2008     2007  
CASH FLOWS FROM OPERATING ACTIVITIES            
     Net loss $  (123,185 ) $  (87,592 )
     Adjusted to reconcile net loss to cash used in            
           operating activities:            
           Depreciation - cost of sales   7,635     7,709  
           Depreciation   4,108     4,368  
           Stocks issued for services   1,000     -  
           Imputed interest expenses on due to stockholders   10,866     3,080  
     Changes in operating assets and liabilities            
           Decrease (Increase) in:            
           Prepaid expenses and other current assets   93     1,731  
           (Decrease) Increase in:            
           Accounts payable   22     -  
           Other payables and accrued liabilities   13,673     (11,729 )
           Deferred revenue   (20,384 )   (35,414 )
           Other taxes payable   (642 )   (1,030 )
           Net cash used in operating activities   (106,814 )   (118,877 )
             
CASH FLOWS FROM INVESTING ACTIVITIES            
     Purchase of property and equipment   (14,370 )   (56,304 )
           Net cash used in investing activities   (14,370 )   (56,304 )
             
CASH FLOWS FROM FINANCING ACTIVITIES            
Due to stockholders   167,144     186,918  
           Net cash provided by financing activities   167,144     186,918  
             
EFFECT OF EXCHANGE RATES ON CASH   (36,084 )   (2,202 )
             
NET INCREASE IN CASH AND CASH EQUIVALENTS   9,876     9,535  
             
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   13,934     24,462  
             
CASH AND CASH EQUIVALENTS AT END OF PERIOD $  23,810   $  33,997  

The accompanying notes are an integral part of these financial statements

3


NORTHPORT CAPITAL INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS AS OF MARCH 31, 2008 (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 March 31, 2008, the consolidated results of operations and comprehensive loss for the three months ended March 31, 2008 and 2007, and consolidated cash flows for the three months ended March 31, 2008 and 2007. The consolidated results for the three months ended March 31, 2008 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2008. These financial statements should be read in conjunction with the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission.

 

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. 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.

 

Northport Capital is an investment holding company. 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. The system network and self service digital printer design are now at a fully commercial stage in China. Two units are currently in Vancouver, Canada for evaluation regarding North American market modifications needed. An initial agreement was entered into on March 1, 2008 with China Netcom for joint operations of 564 Colorstar units at China Netcom retail locations on a revenue sharing basis. Additional revenue generating features are being developed for Colorstar units. 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. 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

PRINCIPLES OF CONSOLIDATION

 

The accompanying unaudited condensed consolidated financial statements 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 4 COMMITMENTS AND CONTINGENCIES
   
  Commitments
   

The Company leases office spaces from third parties under two operating leases which expire on January 31, 2009 and March 9, 2009 respectively at a monthly rental of $743 and $1,674 respectively. As of March 31, 2008, the Company has outstanding commitments of $25,839 with respect to the above operating leases, which are due in 2009.

   
  Capital Commitments
   
  On October 24, 2007, the registered capital of Dalian Beigang was increased from $144,928 (Rmb1.2 million) to $ 30,144,928 (Rmb220 million) to allow for new investment of foreign capital either in the form of equity or debt. According to the amended Articles of Association of Dalian Beigang, the Company has to fulfill registered capital contribution of $30 million. As of March 31, 2008, the Company has outstanding capital contribution of $30 million in which $10 million is payable on or before April 16, 2008 subject to further extension and the remaining balance is payable on or before January 16, 2010. If the Company is unable to fully pay the increased capital of Rmb220 million by January 16, 2010, the registered capital of Dalian Beigang will become the actual capital contribution as of that date.
   
NOTE 5

STOCKHOLDERS’ EQUITY

 

 

Stocks issued for services

 

On February 25, 2008, the Company issued 1,000,000 common shares of restricted and unregistered common stock to the original investor of the Colorstar technology in return for his agreeing to continue management employment with the Company and to continue his research and development activities on Colorstar. The stock was valued at $0.001 par value. The Company recognized consulting expense of $1,000 included in professional and consulting fees for the three months ended March 31, 2008.

 

NOTE 6

 RELATED PARTY TRANSACTIONS

 

As of March 31, 2008, a stockholder loaned $815,283 to the Company as unsecured loans and imputed interest is computed at 5% 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 March 31, 2008, a stockholder loaned $129,239 to the Company as short-term unsecured loan and imputed interest is computed at 5% per annum on the amount due.

 

Total imputed interest expenses recorded as additional paid-in capital amounted to $10,866 for the three months ended March 31, 2008.

 

NOTE 7

CONCENTRATIONS AND RISKS

 

During the three months ended March 31, 2008, 100% of the Company’s assets were located in the PRC and 100% of the Company’s revenues were derived from companies located in the PRC.




NOTE 8 SEGMENTS
   

The Company operates in two reportable segments; 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 three months ended March 31, 2008 and 2007:


      Provision of platform              
      for electronic filing of     Color photo        
      tax returns     printing     Total  
  2008                  
  Revenues $  36,977   $  1,534   $  38,511  
  Gross profit (loss)   14,430     (12,226 )   2,204  
  Net loss from operations   (54,803 )   (51,523 )   (106,326 )
  Total assets   82,370     312,123     394,493  
  Depreciation and amortization   5,772     5,971     11,743  
                     
  2007                  
  Revenues $  63,033   $  -   $  63,033  
  Gross profit   29,981     -     29,981  
  Net loss from operations   (13,265 )   (38,526 )   (51,791 )
  Total assets   115,593     55,568     171,161  
  Depreciation and amortization   12,077     -     12,077  

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

      Three months ended March 31,  
      2008     2007  
               
  Total net loss for reportable segments $  (106,326 ) $  (51,791 )
  Unallocated amounts relating to corporate operations:            
     Advisory and professional fees   (4,752 )   (30,233 )
     Others   (12,107 )   (5,568 )
    $  (123,185 ) $  (87,592 )

NOTE 9 THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
   

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

 

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most



of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. We are currently evaluating the disclosure implications of this statement.

NOTE 10 GOING CONCERN

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $1,149,486 at March 31, 2008. The Company’s current liabilities also exceed its current assets by $1,248,172 and the Company used cash in operations of $106,814. 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 of Financial Condition and Results of Operation

The following Management’s Discussion and Analysis or Plan of Operations is intended to help the reader understand our operations and our present business environment. The following discussion of our plans, results of operations and financial condition as at and for the three month period ended March 31, 2008 should be read in conjunction with our unaudited interim financial statements and related notes for the three months ended March 31, 2008 included in this quarterly report.

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.

Critical Accounting Policies

Our significant accounting policies are discussed in the notes to the unaudited interim financial statements included in Item 1. Financial Statements. Please also refer to our annual report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission (“SEC”) on March 31, 2008 for a more detailed discussion of our critical accounting estimates.

These policies have been consistently applied in all material respects and address such matters as revenue recognition and depreciation methods. The preparation of the financial statements in conformity with generally accepted accounting principles in the United States 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 reported period. Actual results could differ from those estimates. The accounting treatment of a particular transaction is specifically dictated by accounting principles, generally accepted in the United States of America, with no need for management’s judgment in their application. There are also areas in which management’s judgment in selecting any viable alternative would not produce a materially different result.

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 two separate businesses- (1) 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, and further engineered through collaboration with the Dalian National Tax Bureau beginning in January of 1999, is geared only towards Chinese 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; and (2) “Colorstar” a digital photo processing kiosk technology, which business is now being commercialized in China. The technology has been developed on a “platform” basis and presented in a kiosk format. The initial application of the technology is as a stand-alone, digital photo processing kiosk, allowing users to select and print standard size photos for a fee. Other applications for the platform are currently being developed.

During 2007 we installed a number of Colorstar photo processing kiosks in the Dalian area under informal franchise arrangements. Minor income amounts were generated from these units, although the purpose of such installations was to generate consumer feedback and also to prove that units were operating effectively and correctly. By December 31, 2007 we had confirmed that the latest Colorstar model met all operating conditions established by management. We launched commercial introduction of the Colorstar kiosks during the three month period ended March 31, 2008.

The Company had an accumulated deficit of $1,149,486 at March 31, 2008. 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 private placement funding as well as enhanced banking arrangements, both of which would enhance stockholders’ investment and ensure ongoing corporate operations.


Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share, of which 27,500,000 shares were issued and outstanding, fully paid and non-assessable as at March 31, 2008. On January 10, 2008, 1,000,000 restricted, common shares were authorized to be issued to Xiao Jun, an employee of the Company and the original developer of the Company’s Colorstar digital photo technology, as an employment incentive. On February 25, 2008, the Company issued these 1,000,000 restricted and unregistered common shares. The stock was valued at $0.001 par value. The Company recognized expense of $1,000 for the three months ended March 31, 2008.

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 deemed effective by the Securities and Exchange Commission (the “SEC”) on July 13, 2007. Our common shares currently trade on the NASD OTC Bulletin Board under the symbol NPCA and have been trading since January 16, 2008, when we received NASD approval to do so.

Facilities

Our North American executive office consists of approximately 100 square feet of temporary space located at Suite #4200, 601 Union Street, Seattle, Washington, 98101. The lease is a month-to month arrangement with the option to increase space as needs require. The current monthly rent is $225. The telephone number used at the location is 206-652-3451 and the facsimile number is 206-652-3205.

The Company’s China business operates from a 557 square meter office facility located at Suite #512, A. No. 1 Huoju Road Qixianlinq Industrial Base – High-Tech Zone in Dalian. We use this facility for all corporate activities as well as Tenet production, design and training functions. The Company leases this office space from third parties under two operating leases which expire on January 31, 2009 and March 9, 2009 respectively at a monthly rental of $743 and $1,674 respectively.

As of March 31, 2008, the Company has outstanding commitments of $25,839 with respect to the above operating leases, which are due in 2009.

China Operations

To date, our business operations have been entirely conducted through our wholly owned Chinese subsidiary, Dalian Beigang. The business operates in two separate industries- Tenet tax filing software systems and Colorstar digital photo processing kiosk technology applications. As at March 31, 2008, we had 8581 Tenet subscribers in Dalian.

Tenet is also available in the city of 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 Yingkou 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 March 31, 2008, Lenovo Yingkou had 948 subscribers.

Since December 31, 2007, we have concentrated our business efforts on the launch of our Colorstar digital photo processing kiosk technology, initially in Liaoning province in China.

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 March 31, 2008, 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 emerged 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 March 31, 2008, 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.

Colorstar Graphic Printing Technology

Beginning in this current quarter, we began commercializing our Colorstar digital photo processing technology by way of kiosk installations in Liaoning province in China.

Key aspects of the technology that differentiate it from other kiosk digital photo systems include silver halide print technology instead of thermal print processes, reduced print times and lower cost per processed photo- this allowing for lower price points. 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. All intellectual property rights are reserved in the name of Dalian Beigang.

The project has involved the development of a digital “platform” with an initial application to be a user-operated, stand alone, digital photo developing and printing network operating system which is controlled through a proprietary network server with terminals and self serve digital photo developing printers. All user interfaces are contained in a kiosk format. The stand-alone devices provide users with print images equivalent to regular photographic pictures.

Over the past two years various test units were developed and installed in commercial locations in Dalian so as to generate consumer response and also to measure unit operating characteristics. Twelve units of the latest test model have been installed in various locations in and around Dalian since June 2007, including malls, hotels, telephone retail shops, and internet cafes and were in operation as at December 31, 2007. Total expenditures on research and development undertaken by Dalian Beigang on this project for the years ended December 31, 2006 and 2007, amounted to $125,146 and $100,822, respectively. Expenditures related to ongoing research and development of Colorstar in the three month period ended March 31, 2008 were $24,616 as compared to $38,526 during the comparable period in 2007.

On February 6, 2008, we filed a Form 8-K announcing that, on February 1, 2008, Dalian Beigang had entered into a material definitive agreement with China Netcom (Group) Co., Ltd. (“CNC”), which is entitled Cooperation Agreement for Self-Service Digital Printing Business (the “Agreement”). Under the Agreement, beginning February 1, 2008, CNC will supply retail space and ADSL internet connections to a total of 564 of Dalian Beigang’s Colorstar digital photo processing kiosk units for a period of two years, after which the parties will have the option to extend the Agreement further.

The agreement partner, China Netcom, is a significant Chinese landline and broadband supplier with annual revenues in excess of $1.0 billion US. Of the 564 units, 300 will be installed in Internet cafe locations in Liaoning province that receive ADSL service from CNC. The other 264 units will be installed in CNC retail locations in Liaoning province. Under the Agreement, revenues generated from the units will be split 15% to CNC and 85% to Dalian Beigang. Dalian Beigang will also pay monthly fees to CNC for each unit’s ADSL connection, plus a service fee of approximately $30.30 per unit per month. Ownership of the kiosk units will remain with Dalian Beigang during and subsequent to the term of the Agreement. The Colorstar digital photo processing kiosk units destined for CNC installations utilize a “platform” that allows the units to provide a wide range of other features and capabilities such as bill payment, ticket purchasing, and a host of Internet access features including MP3 downloads.


The design and manufacture of the network and the self-help digital photo-developing printer are the most important components of the project, and various test machines were developed. The original model, although capable of operation, had no 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. The fourth design has proved successful and is the current commercial model. The Company`s website at www.northportcapital.com includes photos of actual test installations in various locations.

The network management server is fully developed and capable of meeting any and all necessary management and control functions. The Company`s core expertise of online security systems as developed for Tenet, has been instrumental in ensuring trouble free development and operation of the Colorstar financial controls systems.

The Digital Photo Processing Market in Northeast China

Dalian Beigang retained the services of independent research companies in northeast China in order to assist management in determining the present status of the northeast China digital printing market as well as determination of possible market acceptance and development of the Colorstar project.

The 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.

Management determined that the Chinese market is in a stage of rapid increase of sales of digital cameras. Since the end of 2005, increases of 30% to 50% in demand for digital printing have been shown in larger cities – in fact, higher than for traditional film printing. In addition, there are now a total of over 550 million cellular telephones in use in China, of which 70% of these mobile phones come with a camera function. Colorstar units allow for print operations from cellular telephones.

Traditional digital color printing shops in the Chinese domestic market utilize equipment technology of one of a number of brands including Kodak, Fuji, Konica and Lucky. Kiosk models in use in China include those developed by Kodak and Sony, both models that have been introduced in the North American marketplace as well.

Fuji digital printing machine technology has also 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 appears to have little strength in providing additional functions and network operating management platforms.

Analysis of data collected showed that both the operational mode and technological advantages of the Colorstar project were recognized by the China market. However, the project needed to 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. Dalian Beigang has now completed these.

Colorstar Manufacturing

Currently Dalian Beigang subcontracts manufacture of the various components of Colorstar units and assembles the finished units at the Company`s facilities in Dalian. Dedicated circuit board manufacturers are well-suited to the assembly of circuit boards with the complexity found in the Colorstar design. Dedicated board manufacturers can spread the extensive capital equipment costs of circuit board assembly among multiple projects and customers. Such manufacturers also have the volume to enable the frequent upgrades necessary for new, state-of-the-art equipment. We have identified multiple suppliers who meet our quality, cost, and performance criteria. We intend to use more than one source for circuit board assembly to ensure a reliable supply over time. Dalian Beigang contracts manufacture and fabrication of Colorstar components to a number of local Dalian companies as well as approximately 40 separate suppliers located throughout China in cities such as Shanghai, Shenzhen, Beijing and others.


The Colorstar manufacturing process involves a controlled process of parts ordering, quality control review of incoming components, fabrication/assembly of the various key elements such as the paper roll container, paper feeder, water/chemical container, feeder frame, paper dryer, paper outflow mechanism, electrical components and kiosk frame assembly. Upon final assembly completion, each unit is tested and checked by quality control personnel again prior to unit shipment.

Colorstar Operations

In China, management has entered into negotiations with a number of large organizations that operate retail facilities. Agreement relationships are planned to entail Dalian Beigang manufacturing and installing kiosk units in partner locations and with revenues split on an 85/15 percentage basis between the partners. A typical agreement is expected to be initially two years in length and renewable if agreed to by both parties. All Colorstar units will remain in the ownership of the Company. All unit operations, repairs, maintenance, cash handling and accounting functions are handled by Dalian Beigang. The kiosk design currently produces only a 4 inch by 6 inch size photo.

Based on results of test units installed in various retail locations in Dalian city, average usage has been 35% and each user averages 20 photos per session. Average retail purchase pricing has been set at $.085 per photo. The current design has an initial processing period for each user order followed by a much faster production time for the individual photos. Each 20 photo order takes approximately 8 minutes to complete after adding times for selection, payment and production.

To date, units have had a Company staff person in attendance at all times to ensure customer familiarity with Colorstar operational features and to explain questions or issues that users may have. The plan is for these attendant functions to be handled by the retail partner staff after an initial operating period, likely 90 days. Since each unit is always connected to the Colorstar central server, management will always be able to identify maintenance, usage numbers or repair issues that arise for each individual unit.

In addition to large corporate agreements, Colorstar revenue from the sale of color photo printing services will also be derived from affiliate operations, which consist of franchise agencies and a licensing program. Since the Company will be the principal in the transaction and has the risks and rewards of ownership, the transactions are recorded gross in the statements of income. Revenue and related costs of services generated by the franchise agents are included as part of the Company's consolidated revenue and costs of services, respectively, since the Company has the direct contractual relationships with the customers, holds title to the related customer receivables and is the legal employer of any related employees.

In China, franchise agent act as the Company's agent in a similar manner as a branch manager in a Company-owned locations. In the franchise arrangement, the Company has direct contractual relationships with its customers and contracts with customers are binding to the Company. The Company is also obligated for any related employee payroll, electricity and related overheads , regardless of customer acceptance of the services. These factors, among others, designate the Company as principal with respect to its franchise agent operations.

The Company also has a licensing program whereby the licensee has direct contractual relationships with customers, held title to the related customer receivables and was the legal employer of the employees. Accordingly, sales and costs of services generated by the license operation are not included in the Company's consolidated financial statements. Fees are paid to the Company based on a fixed price for each of the photos printed and such license fees are recorded by the Company as revenue.

During December 2007, two completed Colorstar units were shipped to Vancouver, Canada for purposes of analysis to determine what modifications, if any, will be needed in order to introduce the technology and Colorstar units into the North American market places. Once that analysis has been completed, we intend to complete our North American business plan and begin introduction of the technology in the US and in Canada. We expect that such analysis will be completed by the end of second quarter 2008.

Sales and Marketing

In China, marketing of Colorstar to date has involved a team of four people making direct sales calls to major potential joint venture partners such as China Netcom and others. In addition, there are a number of potential franchise-type relationships being discussed with individuals in Dalian city itself. These franchise-type arrangements await completion of formal documentation and availability of manufacturing financing. Initial test units have been installed at locations under an informal franchise arrangement. Agreements with other potential partners await various approvals. On February 1, 2008, the Company entered into an agreement with China Netcom for supply and operation of 564 Colorstar units in Liaoning Province. Detailed disclosure of this agreement was by way of Form 8-K on February 6, 2008 and a news release of the same date. As at March 31, 2008, we had one kiosk unit installed at a CNC facility and 11 other kiosks installed in Dalian at other retail locations. All are operational.


Intellectual Property

Our ability to compete effectively will depend on our success in protecting our proprietary technology, both in China, in the United States and elsewhere. We have filed for patent protection in China and certain other countries to cover proprietary design aspects of our Colorstar products.

These patent applications are under review by the Chinese Patent Office and, to date, we have not been issued any patent approvals in China or elsewhere. No assurance can be given that any patents relating to our existing technology will be issued from any patent offices; that we will receive any patent approvals in the future based on our continued development of our technology; or that any patent protection, once approved, will be sufficient to deter others, legally or otherwise, from developing or marketing competitive products utilizing our technologies. In addition to seeking patent protection, we will rely on trade secrets, know-how and continuing technological advancement to seek to achieve and thereafter maintain a competitive advantage. Although we have entered into or intend to enter into confidentiality and invention agreements with our employees, consultants and advisors, no assurance can be given that such agreements will be honored or that we will be able to effectively protect our rights to our unpatented trade secrets and know-how. Moreover, no assurance can be given that others will not independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets and know-how.

In addition to the patent filing, we have filed to register the trade name “Colorstar” in China and in Canada.

Employees and Staffing

We had 74 full-time employees as of March 31, 2008, a similar number as at the year-end 2007. Our employees are not covered by any collective bargaining agreement and we have never experienced a work stoppage. We believe that our relations with our employees are good. The Company currently operates with a staff of 69 in Dalian, 2 in Yingkou and 2 in Beijing. One director operates from North American offices located in Seattle, Washington.

All of our management personnel have university degrees. Customer support personnel require a junior college or technical college degree. Software engineers require a minimum of a computer science degree.

The 74 current staff members of Northport and Dalian Beigang are employed as follows:

Management 9
Accounting 3
Marketing 4
Tenet tax filing systems 11
Software Design/R and D 14
Colorstar Manufacturing 16
Colorstar Operations 12
Yingkou Office 2
Beijing office 2
North American Seattle Office 1
   
Total 74


Risks and Uncertainties

An investment on our common stock involves a number of very significant risks. Prospective investors should refer to the 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. Similarly, we are actively in negotiations with a number of private placees regarding funding for purposes of Colorstar unit manufacturing. In addition, we are also negotiating bank financing to cover Colorstar kiosk manufacturing costs that we are unable to finance ourselves.

With respect to tenet operations, 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

    Provision of platform              
    for electronic filing of     Color photo        
    tax returns     printing     Total  
2008                  
   Revenues $  36,977   $  1,534   $  38,511  
   Gross profit (loss)   14,430     (12,226 )   2,204  
   Net loss from operations   (54,803 )   (51,523 )   (106,326 )
   Total assets   82,370     312,123     394,493  
   Depreciation and amortization   5,772     5,971     11,743  
                   
2007                  
   Revenues $  63,033   $  -   $  63,033  
   Gross profit   29,981     -     29,981  
   Net loss from operations   (13,265 )   (38,526 )   (51,791 )
   Total assets   115,593     55,568     171,161  
   Depreciation and amortization   12,077     -     12,077  

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

    Three months ended March 31,  
    2008     2007  
             
Total net loss for reportable segments $  (106,326 ) $  (51,791 )
Unallocated amounts relating to corporate operations:            
   Advisory and professional fees   (4,752 )   (30,233 )
   Others   (12,107 )   (5,568 )
  $  (123,185 ) $  (87,592 )

Revenues

Tenet revenues are received upon execution of new Tenet subscription contracts. Access to the Tenet system requires password usage which is altered annually at renewal dates. 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 March 31, 2008, 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 March 31, 2008, 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.

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 March 31, 2008, a total of $35,595 was classified as deferred revenue, as compared to $55,979 classified as deferred revenue at the end of the comparable three month period in 2007.

Revenues from Colorstar installations take the form of a revenue charge to users of the kiosks, and such revenues are typically split between the Company and the retail location on an 85/15 basis. As of March 31, 2008 , there were a total of 12 Colorstar kiosks in operation and Colorstar related revenues during the three month period were $1,534. One kiosk unit was in a CNC location and the balance were in test locations. We are in the process of fabricating the other 563 units needed in order to fulfill our agreement with CNC.

Results of the Three Month Period Ended March 31, 2008

Total revenues for the quarter ended March 31, 2008, were $38,511 as compared to $63,033 in the similar period in 2007. The number of Tenet subscribers did not increase during the three months period since December 31, 2007. Gross profit for the period was $2,204 and the loss from operations was $ 112,359. The overall net loss for the quarter was $123,185. The gross profit for the similar period in 2007 was $29,981 and loss from operations for that period was $84,605. The overall net loss for the 2007 comparable period was $87,592. As at March 31, 2008, 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, increasing numbers 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 March 31, 2008 (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.

During the three month period, a total of 12 Colorstar kiosks were installed and became operational. Revenues received from user operations of such kiosks was $1,534. We have agreements in place for the installation of an additional 563 kiosks which we expect to have installed prior to the end of third quarter 2008.

General and administrative expenses were $80,839 for the quarter ended March 31, 2008 as compared to $42,086 in the comparable 2007 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 $24,616 was expended on research on the Colorstar digital photo technology.

Liquidity and Capital Resources

For the three months ended March 31, 2008, our cash and cash equivalents increased by $9,876 to $23,810. The increase in cash was due primarily from increased loans provided by certain of our shareholders. As at March 31, 2008, the corporate cash resources were such that we had a negative working capital position of $1,248,172.


As of March 31, 2008, a stockholder had loaned a total of $815,283 to the Company as unsecured loans and imputed interest is computed at 5% 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 March 31, 2008, a stockholder loaned $129,239 to the Company as short-term unsecured loan and imputed interest is computed at 5% per annum on the amount due. Total imputed interest expenses recorded as additional paid-in capital amounted to $10,866 for the three months ended March 31, 2008.

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $1,149,486 at March 31, 2008. The Company’s current liabilities also exceed its current assets by $1,248,172 and the Company used cash in operations of $106,814. These factors raise substantial doubt about our 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 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 the three month period ended March 31, 2008, loans from Company’s stockholders totalling $167,144 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 2008. The Company is actively pursuing a number of private placement fundings which would ensure continued operations.

As a result of our agreement with China Netcom, we expect Colorstar revenues to increase dramatically, coincident with kiosk installations. Our current plan is to have all 564 kiosk units installed by the end of the third quarter of 2008.

Trends and Uncertainties That May Affect Future Results

For the three months ended March 31, 2008, our cash and cash equivalents increased by $9,876 to $23,810. The increase in cash was due primarily from an increase in stockholder loans.

In order to increase Tenet revenues, 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 directly competitive systems in Dalian are not likely to emerge given the issues of compatibility and potential problems with different interfaces. As at March 31, 2008, Dalian 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 $1,149,486 at March 31, 2008. Our current liabilities exceed our current assets by $1,248,172 and during the three month period, we used net cash in operations of $106,814.


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.

Management believes that the above actions will allow us to continue operations through this fiscal year.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. We are currently evaluating the disclosure implications of this statement.


Item 3.               Quantitative and Qualitative Disclosures about Market Risk

Quantitative and qualitative market risks are discussed in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

Item 4.               Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange Act”) we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as at March 31, 2008. This evaluation was carried out under the supervision and with the participation of our Chief Executive and Chief Financial Officer. Based upon that evaluation, our Chief Executive and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to them to allow timely decisions regarding required disclosure.

During our most recently completed fiscal quarter ended March 31, 2008, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting other than as we comment as follows:

We filed a Form 8-K on February 4, 2008 regarding non-reliance on previously issued financial statements or a related audit report or completed interim review. On January 18, 2008, the Board of Directors of the Company determined that it should restate its financial statements and other financial information for its fiscal years ended December 31, 2006, and December 31, 2005 (the “2006 and 2005 Financial Statements”). The Company determined that it had misstated the par value of its shares in common stock in connection with the Company’s four-for-one forward split of April 28, 2004; specifically, the Company incorrectly reduced the par value of its shares from $0.001 to $0.00025 and recorded the difference as additional paid-in capital when, in fact, the par value of the Company’s shares was retained at $0.001 and no such additional paid-in capital existed. Accordingly, the 2006 and 2005 Financial Statements could no longer be relied upon.

The Company restated the 2006 and 2005 Financial Statements to correctly record its common stock at its par value of $0.001 from additional paid-in capital (the “Restated 2006 and 2005 Financial Statements” were substantively attached to the Form 8-K as Exhibit 99.1) . The Restated 2006 and 2005 Financial Statements correctly record the Company’s common stock at its par value of $0.001 from additional paid-in capital. The Company’s management believes that the Restated 2006 and 2005 Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Furthermore, in connection hereto, the Company also filed an amendment to its Quarterly Report on Form 10-QSB for the period ended September 30, 2007, to restate its consolidated balance sheet as of September 30, 2007.


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, 2007 filed with the SEC on March 31, 2008.

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

During the period ended March 31, 2008, on January 10, 2008, 1,000,000 restricted, common shares were authorized to be issued to Xiao Jun, an employee of the Company and the original developer of the Company’s Colorstar digital photo technology, as an employment incentive.

Item 3.               Defaults Upon Senior Securities

None.

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

None.

Item 5.               Other Information

None.

Item 6.               Exhibits

(a) The following exhibits are filed with this Quarterly Report on Form 10-Q:

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

(b)

Reports on Form 8-K filed in the first quarter of 2008

     
(1)

On February 4, 2008, we filed a Form 8-K regarding non-reliance on previously issued financial statements or a related audit report or completed interim review. On January 18, 2008, the Board of Directors of the Company determined that it should restate its financial statements and other financial information for its fiscal years ended December 31, 2006, and December 31, 2005 (the “2006 and 2005 Financial Statements”). The Company determined that it had misstated the par value of its shares in common stock in connection with the Company’s four-for-one forward split of April 28, 2004; specifically, the Company incorrectly reduced the par value of its shares from $0.001 to $0.00025 and




 

recorded the difference as additional paid-in capital when, in fact, the par value of the Company’s shares was retained at $0.001 and no such additional paid-in capital existed. Accordingly, the 2006 and 2005 Financial Statements should no longer be relied upon.

     
 

The Company restated the 2006 and 2005 Financial Statements to correctly record its common stock at its par value of $0.001 from additional paid-in capital (the “Restated 2006 and 2005 Financial Statements” were substantively attached to the Form 8-K as Exhibit 99.1) . The Restated 2006 and 2005 Financial Statements correctly record the Company’s common stock at its par value of $0.001 from additional paid-in capital. The Company’s management believes that the Restated 2006 and 2005 Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Furthermore, in connection hereto, the Company has filed an amendment to its Quarterly Report on Form 10-QSB for the period ended September 30, 2007, to restate its consolidated balance sheet as of September 30, 2007.

     
 

The Board of Directors and senior management of the Company discussed and reviewed the matters disclosed in the Form 8-K report with the our independent registered public accounting firm.

     
  (2)

On February 6, 2008, we filed a Form 8-K announcing that, on February 1, 2008, a wholly owned subsidiary of Northport Capital, Inc. (the “Company”), Dalian Beigang Information Industry Development Co., Ltd. (“Dalian Beigang”), had entered into a material definitive agreement with China Netcom (Group) Co., Ltd. (“CNC”), which is entitled Cooperation Agreement for Self-Service Digital Printing Business (the “Agreement”). Under the Agreement, beginning February 1, 2008, CNC will supply retail space and ADSL internet connections to a total of 564 of Dalian Beigang’s Colorstar digital photo processing kiosk units for a period of two years, after which the parties will have the option to extend the Agreement further.

     
 

Of the 564 units, 300 will be installed in Internet Cafe locations in Liaoning province that receive ADSL service from CNC. The other 264 units will be installed in CNC retail locations in Liaoning province. Under the Agreement, revenues generated from the units will be split 15% to CNC and 85% to Dalian Beigang. Dalian Beigang will also pay monthly fees to CNC for each unit’s ADSL connection, plus a service fee of approximately $30.30 per unit per month. Ownership of the kiosk units will remain with Dalian Beigang subsequent to the term of the Agreement. Dalian Beigang has developed its digital photo processing kiosk units utilizing a “platform” that allows the units to provide a wide range of other features and capabilities such as bill payment, ticket purchasing, and a host of Internet access features including MP3 downloads.



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: May 15, 2008