10QSB 1 asia1203qsb.htm DECEMBER 31, 2003 10-QSB U




U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-QSB


[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended December 31, 2003


[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the transition period from   to


Commission File No. : 033-33263

ASIA PREMIUM TELEVISION GROUP, INC.

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


NEVADA

62-1407521

(State or other jurisdiction of      

(IRS Employer Identification No.)

incorporation or organization)


RM. 702, 7/F., SING PAO BUILDING

101 KING'S ROAD

NORTH POINT, HONG KONG

(Address of principal executive offices)


852-2512 4258

(Issuer's telephone number)


 (Former name and address)


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


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]


APPLICABLE ONLY TO CORPORATE ISSUERS:


At December 31, 2003 the issuer had 1,621,561,678 shares of $0.001 par value common stock issued and outstanding.


Transitional Small Business Format: Yes [  ] No [ X ]



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FORM 10-QSB

ASIA PREMIUM TELEVISION GROUP, INC.


INDEX


                                     

PART I. Financial Information                 

 Page

                                   


Item 1. Unaudited Condensed Consolidated Financial Statements   

3


Unaudited Condensed Consolidated Balance Sheets – December 31, 2003

4


Unaudited Condensed Consolidated Statements of Operations for

5

the three and nine months ended December 31, 2003 and 2002     


Unaudited Condensed Consolidated Statements of Cash Flows for

6

the three and nine months ended December 31, 2003 and 2002    


Notes to Unaudited Condensed Consolidated Financial Statements

8


Item 2. Management's Discussion and Analysis of Financial

18


Item 3. Controls and Procedures   

20              


PART II. Other Information

20


Item 1. Legal Proceedings                     

20


Item 2. Changes in Securities and Use of Proceeds         

20


Item 5. Other Information

23                    


Related Party Transactions                     

23


Subsequent Events                         

23


Item 6. Exhibits and Reports on Form 8-K        

23


Signatures                             

24



(Inapplicable items have been omitted)




#






PART I.


FINANCIAL INFORMATION


Item 1. Unaudited Condensed Consolidated Financial Statements


In the opinion of management, the accompanying unaudited financial statements included in this Form 10-QSB reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the

full year.



#






 ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

(A Development Stage Company)


UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET


ASSETS


December 31,

2003

___________

CURRENT ASSETS:

$

-

    ___________

$

-

___________


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)



CURRENT LIABILITIES:

Accounts payable

$

85,476

Accounts payable – related party

24,259

Accrued expenses

63,480

Convertible notes payable

4,000,000

___________

Total Current Liabilities

4,173,215

___________


STOCKHOLDERS' EQUITY (DEFICIT):

Common stock, $.001 par value, 1,750,000,000

shares authorized, 1,621,561,678 issued

and outstanding

1,621,562

Capital in excess of par value

109,809,248

Deficit accumulated during the

development stage

(58,077,143)

___________

53,353,667

Less: stock subscription receivable

(57,526,882)

___________

Total Stockholders' Equity (Deficit)

(4,173,215)

___________

$

-

___________









The accompanying notes are an integral part of this unaudited condensed financial statement.



#






ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

(A Development Stage Company)


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


From the date

For the Three

For the Nine

of inception on

Months Ended

Months Ended

May 23, 2001

December 31,

December 31,

through

__________________

_________________

December 31,

2003

2002

2003

2002

2003

_________

___________

__________

___________

____________

REVENUE

$

-

$

-

$

-

$

-

$

-

_________

___________

__________

___________

____________

EXPENSES:

General and administrative

4,941

73,668

118,225

421,405

2,132,019

Management compensation

-

150,841

66,721

159,663

838,922

Excess over basis of film

liabrary asset acquired

-

-

-

-

3,000,000

Loss on unsuccessful

    acquisitions

-

-

49,100,000

-

49,100,000

_________

___________

__________

___________

____________

Total Expenses

4,941

224,509

49,284,946

581,068

55,070,941


_________

___________

__________

___________

____________

LOSS FROM OPERATIONS

(4,941)

(224,509)

(49,284,946)

(581,068)

(55,070,941)

_________

___________

__________

___________

____________

OTHER INCOME (EXPENSE):

Gain from forfeit of deposit received

-

30,000

-

30,000

30,000

(Loss) on disposal of assets

-

(3,034,783)

(1,693)

(3,034,783)

(3,036,476)

Miscellaneous items

 

-

-

-

-

274

_________

___________

__________

___________

____________

Total Other

     Income (Expense)

-

(3,004,783)

(1,693)

(3,004,783)

(3,006,202)

_________

___________

__________

___________

____________

LOSS BEFORE INCOME TAXES

(4,941)

(3,229,292)

(49,286,638)

(3,585,851)

(58,077,143)


CURRENT INCOME TAXES

-

-

-

-

-


DEFERRED INCOME TAXES

-

-

-

-

-

_________

___________

__________

___________

____________

NET LOSS

$

(4,941)

$

(3,229,292)

$

(49,286,638)

 $

(3,585,851)

$

(58,077,143)

_________

___________

__________

___________

____________


LOSS PER SHARE

$

(.00)

$

(.00)

$

(.03)

$

(.01)

$

(.10)

_________

___________

__________

___________

____________







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



#






ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

(A Development Stage Company)


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


From the Date of

For the Nine

Inception on

Months Ended

May 23, 2001

December 31,

Through

________________________

December 31,

2003

2002

2003

__________

__________

__________

Cash Flows from Operating Activities:

Net income (loss)

$

(49,286,638)

$

(3,585,851)

$

(58,077,143)

Adjustments to reconcile net loss to

  net cash used by operating activities:

Depreciation expense

57

-

102

Non-cash expense

10,235

275,700

1,007,835

Excess payment over basis of film library

asset acquired

-

-

3,000,000

Loss on disposal of assets and liabilities to


related party

1,693

3,034,783

3,036,476

Loss on unsuccessful acquisitions

49,100,000

-

49,100,000

Changes in assets and liabilities:

Decrease in prepaid expense

-

3,757

Decrease in other assets

-

(40,721)

85,571

Decrease in prepaid broadcast rights

-

81,814

-

Increase (decrease) in accounts payable

56,351

(125,558)

1,353,788

Increase in advances from related party

108,241

294,919

160,241

Increase (decrease) in accrued expenses

10,061

51,137

120,035

Increase (decrease) in related party payable

-

(1,000,000)

(901,817)

__________

__________

__________


Net Cash Provided (Used) by

Operating Activities

-

(1,116,051)

(1,111,155)

__________

__________

__________


Cash Flows from Investing Activities:

Payment for property and equipment

-

-

(1,795)

__________

__________

__________

Net Cash (Used) by Investing Activities

-

-

(1,795)

__________

__________

__________


Cash Flows from Financing Activities:

Proceeds from sale of common stock

-

1,112,950

1,112,950

__________

__________

__________


Net Cash Provided by Financing Activities

-

1,112,950

1,112,950

__________

__________

__________


Net Increase (Decrease) in Cash

-

-

-


Cash at Beginning of Period

-

-

-

__________

__________

__________


Cash at End of Period

$

-

$

$

-

__________

__________

__________





 [Continued]



#






ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

(A Development Stage Company)


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


[Continued]


From the Date of

For the Nine

Inception on

Months Ended

May 23, 2001

December 31,

Through


________________________

December 31,

2003

2002

2003

__________

__________

__________


Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:

Interest

$

-

$

-

$

-

Income taxes

$

-

$

-

$

-


Supplemental Schedule of Non-cash Investing and Financing Activities:

For the nine months ended December 31, 2003:

The Company issued 204,706 shares of common stock for services valued at $10,235, or $.05 per share.


The Company issued 2,719,672 shares of common stock to repay debt of $135,982, or $.05 per share.


For the nine months ended December 31, 2002:

The Company issued 450,000,000 shares of common stock for $1,000,000 cash and $30,500,000 in stock subscription receivable for a total of $31,500,000, or $.07 per share.


The Company issued 300,000,000 shares of common stock for $18,600,000 in stock subscription receivable, or $.06 per share.


The Company issued 2,757,000 shares of common stock for services valued at 275,700, or $.10 per share.


The Company issued 50,853,000 shares of common stock valued at $2,542,650, or $.05 per share and also paid $1,000,000 to a shareholder/former officer/director for the individual assuming all assets and debts of the Company through October 2002. These transactions resulted in a loss of $3,034,783.


.










The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.



#






ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

(A Development Stage Company)


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization – Asia Premium Television Group, Inc. (“Parent”) was organized under the laws of the State of Nevada on September 21, 1989. Parent went through various name changes prior to September 2002 when the name was changed to Asia Premium Television Group, Inc.  Asia Premium Television Group, Inc. was originally formed to purchase, merge with or acquire any business or assets which management believed had potential for being profitable. Parent entered into a stock for stock acquisition with American Overseas Investment Company (“AOI”) during June 2001 in a transaction that has been accounted for as a recapitalization of AOI in a manner similar to a reverse purchase. Parent is proposing to enter into additional business acquisitions during 2003 and 2004.


American Overseas Investment Company (“AOI”) was formed in Macau, SAR, China on May 23, 2001.


Asia Premium Television Group, Inc. (“APTV-BVI”) was formed on December 28, 2002, as a British Virgin Island Company.


On September 13, 2003, the Company’s board of directors authorized management to dispose of AOI and APTV-BVI at its earliest convenience.


Consolidation – The financial statements include the accounts of Parent, AOI and APTV-BVI (“the Company”). All inter-company balances and transactions between Parent, AOI and APTV-BVI have been eliminated in consolidation.


Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2003 and 2002 and for the periods then ended have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s March 31, 2003 audited financial statements.  The results of operations for the periods ended December 31, 2003 and 2002 are not necessarily indicative of the operating results for the full year.


Reclassification - The financial statements for periods prior to December 31, 2003 have been reclassified to conform to the headings and classifications used in the December 31, 2003 financial statements.


Minority ownership - AOI was organized on May 23, 2001 in Macau, SAR, China. As required by government regulations, a Macau company must have at least two shareholders, one of whom must be a Macau resident. Currently, a shareholder/former officer/director is a one percent owner of AOI, with the Company owning ninety-nine percent.



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ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

(A Development Stage Company)


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Change in control - In September 2002, the Company issued a total of 750,000,000 shares of common stock in anticipation of the acquisition of subsidiaries. After these issuances, the prior shareholders held around 1.4% of the issued and outstanding shares of the Company. A change in control occurred or will occur as a result of these issuances.


Development Stage – The Company is considered to be a development stage company as defined in SFAS No. 7.  


Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimated by management.


Cash and Cash Equivalents – For purposes of the statement of cash flows, the Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.


Property and Equipment – Property and equipment is stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized, upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation of equipment is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets.


Income Taxes – The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.”  This statement requires an asset and liability approach for accounting for income taxes.

[See Note 6]


Foreign currency translation policy – The translations of the functional currency financial statements of subsidiaries into United States reporting currency dollars are performed for assets and liabilities denominated in foreign currencies into U.S. dollars using the closing exchange rates in effect at the balance sheet dates. The gains or losses resulting from translation are included in stockholders' equity separately as cumulative transaction adjustments when material.


Transaction gains and losses are included in the determination of net loss for the period. For revenues and expenses, the average exchange rate during the three month period was used to translate Hong Kong dollars and Macau Patacas into U.S. dollars.


AOI’s functional currency is the Macau SAR Pataca (“MOP”). ASTV-BVI’s functional currency is the Hong Kong SAR Dollar (“HKD”).


Earnings (Loss) Per Share – The Company accounts for earnings per share in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128 “Earnings Per Share”, which requires the Company to present basic earnings (loss) per share and dilutive earnings (loss) per share when the effect is dilutive.  [See Note 11]


Revenue Recognition – The Company has not yet generated any revenue from its planned operations.



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ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

(A Development Stage Company)


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Stock Based Compensation – The Company accounts for its stock based compensation in accordance with Statement of Financial Accounting Standard 123  "Accounting for Stock-Based Compensation". This statement establishes an accounting method based on the fair value of equity instruments awarded to employees as compensation. However, companies are permitted to continue applying previous accounting standards in the determination of net income with disclosure in the notes to the financial statements of the differences between previous accounting measurements and those formulated by the new accounting standard. The Company has adopted the disclosure only provisions of SFAS No. 123, accordingly, the Company has elected to determine net income using previous accounting standards. Stock issued to non-employees is valued based on the fair value of the services received or the fair value of the stock given up.


Recently Enacted Accounting Standards - Statement of Financial Accounting Standards (“SFAS”) No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, SFAS No. 147, “Acquisitions of Certain Financial Institutions - an Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9”, SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123”, SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”, and SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”, were recently issued.  SFAS No. 146, 147, 148, 149 and 150 have no current applicability to the Company or their effect on the financial statements would not have been significant.


NOTE 2 – PROPERTY AND EQUIPMENT


Depreciation expense for the nine months ended December 31, 2003 and 2002 amounted to $57 and $0, respectively. During the nine months ended December 31, 2003, the Company disposed of the equipment and recognized a loss of $1,693.


NOTE 3 – CONVERTIBLE NOTES PAYABLE


The Company issued a convertible note payable on September 26, 2001 in the amount of $3,000,000 to acquire a film rights license from Sun Television Cybernetworks Holding Ltd. (“Sun”). In December 2001, the Company renegotiated the terms of the agreement to convert the note payable into 261,838 shares of common stock at an agreed upon price of $11.466 per share. The note payable does not provide for interest nor does it provide for any repayment terms other than by conversion into common stock.  The convertible note payable also contains a contingency to issue additional common shares if the market value stock price is below $11.466 per share when the converted shares are subsequently sold. At December 31, 2003, the approximate number of shares for which the note could have been converted, amounted to 75,000,000 shares of common stock.



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ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

(A Development Stage Company)


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3 – CONVERTIBLE NOTES PAYABLE [Continued]


The Company issued a convertible note payable on October 12, 2001 in the amount of $1,000,000 to acquire non-exclusive access rights for three years to use the production facilities and production equipment of Sun and access to use Sun employees to operate and assist, until such time as the sum of $1,000,000 of relevant charge-out rates has been reached.  Sun is also granting airtime on the Sun TV Channel for three years from the commencement of broadcasting (but not commencing later than November 30, 2001). In December 2001, the Company renegotiated the terms of the agreement to convert the note payable into 87,217 shares of common stock at an agreed upon price of $11.466 per share.  The note payable does not provide for interest nor does it provide for any repayment terms other than by conversion into common stock. The convertible note payable also contains a contingency to issue additional common shares if the market value stock price is below $11.466 per share when the converted shares are subsequently sold.  At December 31, 2003, the approximate number of shares for which the note could have been converted, amounted to 25,000,000 shares of common stock.


NOTE 4 – RELATED PARTY PAYABLES


Advance Payable – Through March 31, 2003, a shareholder of the Company advanced $52,000 to the Company to cover operating expenses. During the nine months ended December 31, 2003, the Company entered into an agreement for repayment of advances made through September 2003, wherein the Company agreed to pay interest of 5% or convert the December 31, 2003 balance of $105,984 into 2,119,672 shares of common stock, or $.05 per share. In July 2003, the Company issued 2,719,672 shares of common stock for payment of debt totaling $135,982, or $.05 per share. The Company also issued 204,706 shares of common stock related to an anti-dilution agreement.


NOTE 5 - CAPITAL STOCK


Common Stock – The Company has authorized 1,750,000,000 shares of common stock, $.001 par value. On September 19, 2002, the Company increased it’s authorized shares from 25,000,000 to 850,000,000. In February 2003, the Company’s Board of Director’s approved an increase in the Company’s authorized shares to 1,350,000,000. In March 2003, the Company’s Board of Director’s approved an increase in authorized shares of common stock to 1,750,000,000 shares, which has subsequently been filed with the State of Nevada. At December 31, 2003, the Company had 1,621,561,678 shares issued and outstanding.


Common Stock Issuances – In August 2003, the Company issued 2,719,672 shares of common stock to repay debt of $135,982, or $.05 per share. The Company also issued 204,706 shares of common stock related to an anti-dilution agreement and recorded an expense of $10,235.


In July 2003, the Company issued 350,000,000 shares of common stock related to a proposed acquisition. The Company also issued 26,344,086 shares of common stock as part of an anti-dilution agreement.



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ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

(A Development Stage Company)


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - CAPITAL STOCK [Continued]


In March 2003, the Company entered into a proposed acquisition agreement with Shangdong Hongzi Advertising Company, Ltd. wherein the Company issued 350,000,000 shares of common stock for a stock subscription of $31,500,000, or $.09 per share. [See Note 10]


In March 2003, the Company entered into a proposed acquisition agreement with Lee & Brothers International Advertising, Ltd. wherein the Company issued 50,000,000 shares of common stock for a stock subscription receivable of $4,500,000, or $.09 per share. [See Note 10]


In March 2003, the Company issued 30,107,525 shares of common stock related to an anti-dilution agreement with a shareholder/former officer/director. The Company recorded a stock subscription receivable of $2,709,677, or $.09 per share.


The Company issued 50,853,000 shares of common stock to a shareholder/former officer/director for services valued at $2,542,650, or $.05 per share, October 2002.


The Company issued 300,000,000 shares of common stock for stock subscription receivables of $18,600,000 related to a proposed business acquisition. The total of $18,600,000 was at $.06 per share, September 2002. In September 2003, the Company expensed $18,600,000 as a loss on unsuccessful acquisition.   [See Note 10]


The Company issued 450,000,000 shares of common stock for $1,000,000 cash and stock subscription receivables of $30,500,000 related to a proposed business acquisition. The total of $31,500,000 was at $.07 per share, September 2002. In September 2003, the Company expensed $30,500,000 as a loss on unsuccessful acquisition.  [See Note 12]


The Company issued 1,015,500 shares of common stock for $112,950, at prices ranging from $.08 to $.18 per share, June 2002


The Company issued 2,757,000 shares of common stock for services valued at $275,700, or $.10 per share, June 2002.


During October 2001, the Company issued 5,550,000 shares of common stock to an entity related to an officer, director and majority shareholder of the Company in exchange for the assignment of a broadcasting agreement.  The shares were valued at $.10 per share.


During September 2001, the Company issued a total of 450,000 shares of common stock to various consultants for services rendered. The shares were valued at $.10 per share.


During September 2001, the Company issued 25,000 shares of common stock in payment of legal fees.  The shares were valued at $.10 per share.


On September 21, 2001 the Company issued 270,000 shares of common stock to an officer/director for services rendered valued at $43,200 or $.16 per share.




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ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

(A Development Stage Company)


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - CAPITAL STOCK [Continued]


On September 21, 2001 the Company issued 288,750 shares of common stock to employees for services rendered valued at $46,200 or $.16 per share.  One certificate for 62,500 shares was held by the Company and never delivered and was eventually cancelled during 2002.   Accordingly, 62,500 shares of common stock has been accounted for as though it were cancelled in 2001.


On September 21, 2001 the Company issued 400,000 shares of common stock to an entity related to shareholders of the Company for consulting services rendered.  The shares were issued at $.10 per share.


In September 2001, the Company issued 5 shares of common stock due to rounding in connection with a reverse stock split.


On June 12, 2001 Parent acquired AOI through the issuance of 450,000 shares of common stock. At the time of issuance, Parent had 188,934 shares of common stock issued and outstanding. The acquisition was accounted for as a recapitalization of AOI in a manner similar to a reverse acquisition.


Stock split – In September 2001, the Company effected a 20-for-1 reverse stock split. In connection with the reverse split, the Company issued 5 shares of common stock due to rounding.


Warrants/Options – The Company has no warrants/options issued and outstanding as of December 31, 2003 and  2002.


2001Stock Plan - During 2001, the Board of Directors adopted a Stock Plan (“Plan”). Under the terms and conditions of the Plan, the board is empowered to grant stock options to employees, consultants, officers, and Board of Directors of the Company.  Additionally, the Board will determine at the time of granting the vesting provisions and whether the options will qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code (Section 422 provides certain tax advantages to the employee recipients). The Plan was approved by the shareholders of the Company on September 15, 2001.  The total number of shares of common stock available under the Plan may not exceed 2,000,000. At December 31, 2003 and 2002, no options were granted under the Plan.


Anti-dilution clause - The Company entered into an agreement with a shareholder/former officer/director in which the shareholder acquired all assets and liabilities of the Company as of October 22, 2002 in exchange for $1,000,000 cash and 50,853,000 shares of common stock. The shareholder also received an anti-dilution clause for a period of one year. For any issuances of common stock by the Company, the shareholder is to receive a seven percent (7%) issuance of common stock for a period of one year.  In March 2003, the Company issued 30,107,525 shares of common stock related to the anti-dilution clause. The Company issued in August 2003 26,344,086 and in July 2003 204,706 shares of common stock as part of the anti-dilution agreement.



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ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

(A Development Stage Company)


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6 - INCOME TAXES


The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” which requires the liability approach for the effect of income taxes.


The Company has available at December 31, 2003, unused United States of America and foreign operating loss carryforwards of approximately $54,500 and $58,190,008, respectively, which may be applied against future United States of America and foreign taxable income. As substantial changes in the Company’s ownership has occurred, there is an annual limitation on the amount of net operating loss carryforwards which can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards the Company has established a valuation allowance equal to the tax effect of the loss carryforwards at December 31, 2003 and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in the valuation allowance is approximately $7,393,000 and $7,700 for December 31, 2003 and 2002, respectively.


NOTE 7 - RELATED PARTY TRANSACTIONS


Management Compensation – For the nine months ended December 31, 2003, the Company expensed $66,720 for services as management compensation. During the nine months ended December 31, 2002, the Company expensed $159,663 as services by officers. At December 31, 2003, unpaid payroll due to a current officer and shareholder/former officer/director, is $63,480 which is reflected as accrued expenses on the face of the balance sheet.


Office Space – The Company is currently renting office space in Macau (SAR) China, related to an officer of the Company, in addition to office space in Hong Kong (SAR) China.  The monthly rent is approximately $100 per month for the Macau location. The total amount of rent paid during the nine months ended December 31, 2003 was $38,935. During the nine months ended December 31, 2002, the Company expensed $9,671 as rent expense for office space from an entity related to a shareholder/former officer/director.


Advances By Related Party – During the year ended March 31, 2003, an entity related to a shareholder advanced the Company $52,000. The Company received additional advances during the nine months ended December 31, 2003 of $83,982. The Company agreed to repay the advances with interest of five percent (5%) or convert the balance at September 2003 into 2,719,672 shares of common stock, or $.05 per share. The Company also issued 204,706 shares of common stock to a former officer/director due to an anti-dilution agreement.



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ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

(A Development Stage Company)


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 – GOING CONCERN


The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. Further, the Company has current liabilities in excess of current assets and has no working capital to pay its expenses.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through sales of its common stock or through a possible business combination with another company.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The consolidated financial statement do not include any adjustments that might result from the outcome of these uncertainties.


NOTE 9 – COMMITMENTS AND CONTINGENCIES


During the nine months ended December 31, 2003 and 2002, the Company entered into various consulting arrangements primarily related to potential funding to assist the Company in pursuing its planned operations in television and media. A total of 0 and 2,757,000 shares of common stock were issued to these consultants for services valued at $0 and $275,700 during the nine months ended December 31, 2003 and 2002, respectively.  


NOTE 10 – PROPOSED ACQUISITIONS


Commencing in approximately May 2002, the Company began negotiations to acquire various entities and assets in an effort to better pursue its business plans.  In this connection, the Company agreed to sell substantially all its assets and the related liabilities to an officer/director/shareholder of the Company. The officer/director/shareholder has indemnified the Company from any liabilities resulting from the operations of the Company prior to the October 2002 closing date. The Company did retain the obligation for $4,000,000 in convertible notes payable and did retain a license to use the film library which had been purchased from Sun for a convertible note in the amount of $3,000,000. The Company did not retain the prepaid usage rights which had been acquired from Sun pursuant to a facilities and production agreement.  The asset sale was finalized during October 2002.  In consideration of the indemnification agreement and the transfer of assets the Company issued 50,853,000 shares of common stock and paid $1,000,000 to the officer/director/shareholder.



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ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

(A Development Stage Company)


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10 – PROPOSED ACQUISITIONS [Continued]


The Company entered into an acquisition agreement during October 2002 wherein the Company agreed to issue 450,000,000 shares of common stock in consideration for various assets valued $30,500,000 and cash of $1,000,000 for a total of $31,500,000, or $.07 per share. Although the Company issued the shares of common stock, the final consummation of the acquisition never occurred. A subscription receivable was recorded for $31,500,000 less $1,000,000 which was received during 2002.


The Company also agreed during October 2002, to issue 300,000,000 shares of common stock to Sun Media Group Holdings LTD. for consideration expected to be valued at $18,600,000. The consideration is to be paid through the transfer of all shares of stock of certain companies, including: a) Capital Channel Limited and b) Sun Television Cybernetworks Trading Limited.  Sun Television Cybernetworks Trading LTD owns 53.2% of BCC LTD. Although the Company issued the shares of common stock, the final consummation of the acquisition never occurred.  A subscription receivable for $18,600,000 was recorded pending final consummation of the acquisition.


In September 2003, the Company determined that the above acquisitions would not be completed and that the $1,000,000 received would be the complete consideration for both issuances of common stock and thus wrote-off the balance of the subscription receivables of $30,500,000 and $18,600,000  as a loss on unsuccessful acquisition in the total amount of $49,100,000.


During March 2003 the Company entered into a Letter Agreement with Asia East Investments to vary the terms of the October 2002 acquisition agreement.  Asia East had not yet provided the majority of the assets promised and it was now agreed to waive the assets required under paragraph (2) of the previous agreement in consideration of Asia East procuring the acquisition of Shangdon Hongzhi Advertising Ltd. and Lee & Bros International Advertising.  The Company approved the issuance of 50,000,000 shares of common stock to Jiang Qiang for the purchase of 100% of Lee & Bros International Advertising LTD.  and also approved the issuance of 350,000,000 to Jiang Quang to acquire Shandong Hongzhi Advertising Co. The Company further agreed to issue 30,107,525 shares to Hong Kong Pride Investment Ltd. related to an anti-dilution clause to a shareholder/former officer/director. These acquisitions of Shangdon Hongzhi Advertising Ltd. and Lee & Bros International Advertising Ltd. are expected to be finalized and closed during 2004.


During April 2003, the Company agreed to issue 350,000,000 shares of common stock for the outstanding share capital of Beijing Yongfu Century Advertising Consultancy Company Limited. The Company did not have adequate authorized shares of common stock to issue until July 2003, when the Company increased its authorized common stock to 1,750,000,000. The Company issued the 350,000,000 shares in July 2003.



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ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

(A Development Stage Company)


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 11 – EARNINGS (LOSS) PER SHARE


The following data show the amounts used in computing income (loss) per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the nine months ended December 31, 2003 and 2002 and from the date of inception on May 23, 2001 through December 31, 2003:

From the date of

For the Three

For the Nine

inception on

Months Ended

Months Ended

May 23, 2001

December 31,

December 31,

Through

______________________

____________________

December 31,

2003

2002

2003

2002

2003

____________

__________

____________

__________

___________

Income (loss) available to

common shareholders

(Numerator)

$

(4,941)

$

(3,229,292)

$

(49,286,638)

$

(3,585,851)

$(58,077,143)

____________

__________

 ___________

_________

_

___________

Weighted average number of

 common shares outstanding

used in earnings (loss) per

 share during the period

(Denominator)

1,621,561,678

806,295,086

1,475,041,267

311,291,369

597,210,653

____________

__________

 

___________

__________

___________



At December 31, 2003 and 2002, the Company has two convertible notes payable totaling $4,000,000 which may be convertible into approximately 100,000,000 and 40,000,000 shares of common stock, respectively which were not used in the computation of earnings per share as the effect is anti-dilutive.


Dilutive earnings (loss) per share was not presented, as the Company had no common equivalent shares for all periods presented that would effect the computation of diluted earnings (loss) per share.


NOTE 12 – SUBSEQUENT EVENTS


The Company is continuing to negotiate the acquisition of various assets from proposed business acquisitions. Accordingly, the Company continues to carry common stock subscriptions receivables in the amount of $57,526,882 at December 31, 2003.




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


FORWARD-LOOKING STATEMENT NOTICE


When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the "Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operations," and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations.


DESCRIPTION OF BUSINESS


GENERAL


Asia Premium Television Group, Inc., ("ASTV" or the "Company") was originally incorporated in the state of Nevada on September 21, 1989 under the name Fulton Ventures, Inc. On July 18, 1990, the Company changed its name to Triad Warranty Corporation, Inc., and on May 22, 2000, the Company changed its name to GTM Holdings, Inc. On September 19, 2002, the Company changed its name to Asia Premium Television Group, Inc. to more accurately reflect the business of the Company. From 1993 through June 2001, the Company did not engage in any business operations.


In June 2001, the Company acquired American Overseas Investment Co., Ltd., a Macau, SAR, China company ("AOI") and began to focus its business plan on the acquisition of holding and development enterprises with the goal to building a broad network of media, marketing and advertising companies in Greater China.


In October 2002, the Company disposed of certain assets and acquired new assets in order to further pursue its business plan, intending to complete the acquisitions during 2003.


The Company's common stock is quoted on the OTCBB under the symbol "ASTV."


NATURE OF BUSINESS


The Company is continuing to pursue the marketing and distribution of its film library content. In addition, Management has decided to place more emphasis on media, marketing and advertising ventures in the Greater China region.


During September 2002, the Company entered into an agreement with Asia East Investments, Ltd. and Sun Media Group Holdings, Ltd. As a result of this agreement, the Company planned to purchase from Asia East Investments, Ltd., a combination of assets consisting of the digital cable television video on demand broadcasting rights for the Peoples Republic of China; the rights under a revenue sharing contract distribution agreement made with a leading digital satellite platform provider "Chinacast"; the rights under digital cable television revenue sharing content distribution agreement; 100% of Stone Media Investments, Ltd. and subsidiary and fixed assets along with $1,000,000 U.S. cash. In exchange the Company issued 450,000,000 shares of common restricted stock. Also as a result of this agreement, the Company planned to purchase from Sun Media Group Holdings, Ltd. 100% of Capital Channel, Ltd. and 100% of Sun Television Cyber Networks Trading, Ltd., and subsidiary.  In exchange for these assets, the Company issued 300,000,000 shares of common restricted stock. In further consideration of entering these agreements, Mr. Fisher entered the Fisher agreement described below.


As a result of the Company's due diligence review of this transaction, it was mutually agreed that the assets to be transferred did not have adequate value to equal the consideration paid by the Company, and the Company decided not to pursue the acquisitions further, as stated above.  In September 2003, the Company determined that the acquisitions would not be completed and that the $1,000,000 received would be the complete consideration for the issuances of common stock and wrote off the balance of subscriptions receivable as a loss on unsuccessful acquisitions in the total amount of $49,100,000. The remaining acquisitions are expected to be completed during 2004.


The Company has subsequently proposed to acquire 100% of Shangdong Hongzhi Advertising, Ltd. and subsidiaries and 100% of Lee and Brothers International Advertising, Ltd. and subsidiary. The Company has also entered into a letter of intent to acquire 100% of Beijing Young Fu Century Consulting, Ltd. For these additional assets, the Company renegotiated the terms of the original agreement to include issuance of up to 750,000,000 shares. At the present time, completion of the proposed acquisitions is still pending. However, the shares have been issued and a stock subscription for $53,500,000 has been recorded as a receivable of the Company.  The Company also issued 56,451,611 shares of common stock to Mr. William Fisher, a former officer as part of an anti-dilution agreement.


During October 2002, the Company entered into an agreement with Mr. William Fisher, a former officer and director and current shareholder, whereby Mr. Fisher acquired all assets and liabilities of the Company except for the $4,000,000 convertibles notes and the Sun film library rights. In exchange the Company paid Mr. Fisher $1,000,000 and issued 50,853,000 shares of restricted common stock. As a part of the agreement, Mr. Fisher indemnified the Company for all past business activities. The stock was valued at $.05 per share for a total stock value of approximately $2,542,650.


THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2002


Total revenue during the three months ended December 31, 2003 and for the nine months ended December 31, 2002 was $-0-.


Total expenses for the three months ended December 31, 2003 were $4,941 all consisting of general and administrative expenses. Total expenses for the nine months ended December 31, 2003 were $184,946 consisting of $118,225 in general and administrative expenses and $66,721 in management compensation.  Total expenses for the three months ended December 31, 2002 were $224,509 consisting of $73,668 in general and administrative expenses and $150,841 in management compensation. Total expenses for the nine months ended December 31, 2002 were $581,068 consisting of $421,405 in general and administrative expenses and $159,663 in management compensation.


Also during the September 2003 period, in addition to the above, a loss related to unsuccessful acquisitions was recorded, as identified earlier, in the amount of $49,100,000.


As a result of these factors, we realized a net loss of $4,941 during the three months ended December 31, 2003 and a net loss of $49,286,638 during the nine months ended December 31, 2003 compared to a net loss of $3,229,292 for the three months ended December 31, 2002 and a net loss of $3,585,851 for the nine months ended December 31, 2002. General and administrative expenses during all periods consisted of professional fees, executive compensation, operating overhead and legal and accounting fees.


The increase in net loss for the nine months ended December 31, 2003 is due to the loss on unsuccessful acquisitions which are discussed above.


LIQUIDITY AND CAPITAL RESOURCES


At December 31, 2003, the Company had no assets. Total liabilities at December 31, 2003 were $4,173,215. Liabilities consist of $85,476 in accounts payable, $24,259 in advances from a related party and $63,480 in accrued expenses. At December 31, 2003 the Company had two convertible notes payable totaling $4,000,000 which may be convertible into approximately 100,00,000 shares of common stock.


During the next six months we hope to reduce liabilities and bring current our outstanding debts through implementation of our business plan. We believe that upon consummation of our proposed acquisitions we will begin to generate revenue to apply toward our liabilities. We will also have ongoing legal and auditing expenses relating to our public reports as well as office rental and other expenses.


The Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. Further, the Company has current liabilities in excess of current assets and has no working capital to pay its expenses. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through sales of its common stock or through a possible business combination with another company. There is no assurance that the Company will be successful in raising this additional capital or achieving profitable operations.


ITEM 3. CONTROLS AND PROCEDURES


(a)  Evaluation of Disclosure Controls and Procedures.  The Company's management, with the participation of the chief executive officer and the chief financial officer, carried out an evaluation of the effectiveness of the Company's "disclosure, controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(3) and 15-d-15(3) as of the end of the period covered by this quarterly report (the "Evaluation Date").  Based upon that evaluation, the chief executive officer and the chief financial officer concluded that, as of the Evaluation Date, the Company's disclosure, controls and procedures are effective, providing them with material information relating to the Company as required to be disclosed in the reports the Company files or submits under the Exchange Act on a timely basis.


(b)  Changes in Internal Control over Financial Reporting.  There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.


PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


The Company attempted to serve a complaint on Areson & Company and William H. Areson, Jr., former auditors of the Company allegeing that the Company recently discovered that the defendants were not authorized, qualified or licensed to practice before the SEC and the Company, having relied upon the defendants representations has suffered serious and extensive damage. The complaint also alleged breach of contract and accounting malpractice and requested punitive damages. The total amount of relief sought is $4,000,000.  The Company has not been successful in locating William H. Areson, Jr. for service and has discontinued pursuit of this legal action.


Management is not aware of any other current or pending legal proceedings involving the Company or our officers and directors.




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ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS


COMMON STOCK


On June 12, 2001, the Company issued 450,000 shares of common stock in exchange for 99% of the issued and outstanding stock of American Overseas Investment Co., Ltd., a Macau, SAR, China company ("AOI"), controlled by William Fisher. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the

transaction. The shares were not issued in connection with any public offering and no commissions were paid on the transaction.


On September 21, 2001, the Company issued 288,750 shares of common stock registered on Form S-8 to employees for services rendered valued at $46,200. Subsequent to the issuance, 62,500 of these shares were cancelled.


On September 21, 2001, the Company issued 270,000 share of common stock registered on Form S-8 to William Fisher, then President and Director of the Company, for services rendered valued at $43,200.


On September 21, 2001, the Company issued 400,000 shares of common stock to Capital Holdings, LLC, a company equally owned and controlled by John Chymboryk and Kip Eardley, shareholders of the Company, for consulting services valued at $40,000. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in connection with any public

offering and no commissions were paid on the transaction.


On September 21, 2001, the Company issued 25,000 shares of common stock registered on Form S-8 to Michael Labertew in exchange for legal services rendered to the Company valued at $2,500.


On September 21, 2001, the Company issued 275,000 shares of common stock registered on Form S-8 to various consultants for services to the Company valued at $27,500.


In October 2001, the Company issued 175,000 shares of common stock registered on Form S-8 to a consultant for services rendered to the Company valued at $17,500.


In October 2001, the Company issued 5,550,000 shares of common stock to an entity related to William Fisher in exchange for the assignment of a broadcasting agreement. The shares were valued at $555,000. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in connection with any public offering and no commissions

were paid on the transaction.


In June 2002, the Company issued 2,757,000 shares of common stock for services valued at $275,700, or $.10 per share. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in connection with any public offering and no commissions were paid on the transaction.


In June 2002, the Company issued 1,015,500 shares of common stock for $112,950, at prices ranging from $.08 to $.18 per share. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transactions. The shares were not issued in connection with any public offering and no commissions

were paid on the transaction.


During 2002, pursuant to the Asia East agreement, the Company issued 450,000,000 shares of common stock for $1,000,000 cash and $30,500,000 in stock subscription receivable for a total of $31, 500,000 or $.07 per share. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in connection with any public offering and no commissions were paid on the transaction.


During 2002, pursuant to the Sun Media Group agreement, the Company also issued 300,000,000 shares of common stock for $18,600,000 in stock subscription receivable, or $.06 per share. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in connection with any public offering and no commissions were paid on the

transaction.


In 2002, the Company issued 50,853,000 shares of common stock valued at $2,542,650 or $.05 per share and also paid $1,000,000 to a William Fisher, a shareholder/former officer/director for the individual assuming all assets and debts of the Company through October 2002. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in connection with any public offering and no commissions were paid on the transaction.


In March 2003, the Company issued 350,000,000 shares of common stock valued at $31,500,000 or $.09 per share for the acquisition of Shangdong Hongzi Advertising Company, Ltd. The acquisition has not yet been finalized. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in connection with any public offering and no commissions were paid on the transaction.


In March 2003, the Company issued 50,000,000 shares of common stock valued at $4,500,000 or $.09 per share for the acquisition of Lee & Brothers International Advertising, Ltd. The acquisition has not yet been finalized. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in connection with any public offering and no commissions were paid on the transaction.


In March 2003, the Company issued 30,107,525 shares of common stock valued at $2,709,677 or $.09 per share to Hong Kong Pride Investment Ltd., a company controlled by William Fisher. The shares were issued pursuant to an anti-dilution agreement. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in connection with any public offering and no commissions were paid on the transaction.


In July 2003, the Company issued 350,000,000 shares of common stock related to a proposed acquisition of Young Fu. The Company also issued 26,344,086 shares of common stock as part of an anti-dilution agreement. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in connection with any public offering and no commissions were paid on the transaction.


In August 2003, the Company issued 2,719,672 shares of common stock to repay debt of $135,982, or $.05 per share the Company also issued 204,706 shares of common stock related to an anti-dilution agreement. The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in connection with any public offering and no commissions were paid on the transaction.


WARRANTS/OPTIONS


The Company has no warrants/options issued and outstanding as of December 31, 2003 and December 31, 2002.


2001 STOCK PLAN


During 2001, the Board of Directors adopted a Stock Plan ("Plan"). Under the terms and conditions of the Plan, the board is empowered to grant stock options to employees, consultants, officers, and Board of Directors of the Company. Additionally, the Board will determine at the time of granting the vesting provisions and whether the options will qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code (Section 422 provides certain tax advantages to the employee recipients). The Plan was approved by the shareholders of the Company on September 15, 2001. There are no options issued pursuant to the Plan.


ANTI-DILUTION CLAUSE


The Company entered into an agreement with William Fisher, a shareholder/former officer/director in which the shareholder acquired all assets and liabilities of the Company as of October 22, 2002 in exchange for $1,000,000 cash and 50,853,000 shares of common stock. The shareholder also received an anti-dilution clause for a period of one year. For any issuances of common stock by the Company, the shareholder is to receive sufficient stock to maintain at least a seven percent (7%) ownership of common stock for a period of one year.


In March 2003, the Company issued 30,107,525 shares of common stock related to the anti-dilution clause. In July 2003, the Company issued 26,344,086 shares and in August 2003 204,706 shares of common stock as part of the anti-dilution agreements.


ITEM 5. OTHER INFORMATION


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


In August 2003, the Company issued 2,719,672 shares of common stock to Sun Media for payment of debt totaling $135,982, or $.05 per share. The Company also issued 204,706 shares of common stock to William Fisher, a shareholder and former director and officer of the Company, related to an anti-dilution agreement.


For the nine months ended December 31, 2003, the Company expensed $8,100 to Stanley R. Goss, our Chief Financial Officer, for services as management compensation. The Company also expensed $22,500 to William Fisher during the same period as management compensation.


The Company is currently renting office space in Macau (SAR) China, related to an officer of the Company. The monthly rent is approximately $100 per month for the Macau location. The total amount of rent paid during the three months ended December 31, 2003 was $300.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


Number

Title

Location

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


Attached

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


Attached

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


Attached

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Attached



REPORTS ON FORM 8-K.


During the period of this report, the Company did not file any reports on Form 8-K.


SIGNATURES


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



                 

ASIA PREMIUM TELEVISION GROUP, INC.



Date:

March 23, 2004


                  

By: /s/ Jiang Qiang

                  

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

                  

Jiang Qiang

                  

Chief Executive Officer






Date:   

March 23, 2004



                  

By:/s/ Stanley R. Goss

                  

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

                  

Stanley R. Goss

                  

Chief Financial Officer




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