UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB
[ X ]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF 1934
For the Fiscal Year ended March 31, 2004
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF
1934 For the transition period from _____ to _____
Commission File Number: 033-33263
ASIA PREMIUM TELEVISION GROUP, INC.
(Name of small business issuer as specified in its charter)
NEVADA 62-1407521
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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ROOM 602, 2 NORTH TUANJIEHU STREET, CHAOYANG DISTRICT, BEIJING, 100026, P.R.C.
(Address of principal executive offices)
86-10-6582-7900
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act:
NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $0.001 PAR VALUE
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[
]
The issuer's revenue for its most recent fiscal year was: $-0-.
The aggregate market value of the issuer's voting stock held as of July 19, 2004, by non-affiliates of the issuers was $5,072,335.
As of July 19, 2004, issuer had 1,621,561,678 shares of its $.001 par value common stock outstanding.
Documents Incorporated by Reference: None.
Transitional Small Business Disclosure Format: Yes [ ] No [ X ]
FORM 10-KSB
ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
INDEX
Page
PART I . Item 1. Description of Business 3
Item 2. Description of Property 3
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II. Item 5. Market for Common Equity and Related Stockholder Matters 4
Item 6. Management's Discussion and Analysis or Plan of Operation 7
Item 7. Financial Statements 8
Item 8. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure 8
Item 8A. Controls and Procedures 8
PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act 9
Item 10. Executive Compensation 10
Item 11. Security Ownership of Certain Beneficial Owners and Management 11
Item 12. Certain Relationships and Related Transactions 13
Item 13. Exhibits and Reports on Form 8-K 13
Item 14. Principal Accountant Fees and Services 14
Signatures 15
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(Inapplicable items have been omitted)
PART I
ITEM 1. DESCRIPTION OF BUSINESS
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.
HISTORY
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. The acquisitions agreed upon in October 2002 were finalized in July 2004.
CURRENT OPERATIONS
The Company had previously proposed to acquire 100% of Shandong Hongzhi Advertising, Ltd. and subsidiaries and 100% of Lee and Brothers International Advertising, Ltd. and subsidiary. The Company had also entered into a letter of intent to acquire 100% of Beijing Young Fu Century Advertising Consultancy Company, Ltd and subsequent to the date of this report, in July 2004, the acquisition of these companies was completed.
EMPLOYEES
As of March 31, 2004, the Company did not have any employees but relied upon the efforts of its officers and directors to conduct the business of the Company.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company does not own any real property. During the current financial year the Company relocated its offices to the present location at Room 602, 2 North Tuanjiehu Street, Chaoyang District, Beijing 100026, P.R.C. The Company had previously occupied office space at 33rd Floor, Shui On Centre, 6-8 Harbour Rd., Wanchai, Hong Kong. The Company believes its current facilities are adequate to maintain current operations.
ITEM 3. LEGAL PROCEEDINGS.
During the past year the Company prepared a legal complaint against Areson & Company and William H. Areson, Jr., to be filed in the United States District Court, Central Division, State of Utah and in Hong Kong. The Complaint alleged that the defendants represented that they were fully authorized, qualified and licensed to undertake accounting and auditing work to meet the Company's U.S. Securities and Exchange Commission reporting requirements. The complaint further alleged that the Company had 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 requests punitive damages. The total amount of relief sought was $4,000,000. The Company attempted to serve the complaint on Areson & Company and William H. Areson Jr. but was unsuccessful in locating William H. Areson Jr. for service. The Company 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
No matters were submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
As of July 19, 2004, the Company's common stock was listed on the Over the Counter Bulletin Board under the symbol "ASTV" and the Company had approximately 98 shareholders holding 1,621,561,678 shares of common stock.
The following quotations, as provided by the National Quotation Bureau, represent prices between dealers and do not include retail markup, markdown or commission. In addition, these quotations do not represent actual transactions.
DATE CLOSING BID CLOSING ASK
HIGH LOW HIGH LOW
2002
First Quarter. 0.20 0.12 0.26 0.15
Second Quarter 0.15 0.08 0.16 0.09
Third Quarter. 0.12 0.05 0.13 0.08
Fourth Quarter 0.15 0.05 0.21 0.06
4
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2003 First Quarter. 0.26 0.05 0.35 0.07 Second Quarter 0.26 0.07 0.35 0.10 Third Quarter. 0.10 0.01 0.28 0.04 Fourth Quarter 0.12 0.03 0.35 0.04 2004 First Quarter. 0.07 0.03 0.10 0.04 |
The Company has never declared a dividend on its Common Stock. The Company has not paid, nor declared, any dividends since its inception and does not intend to declare any such dividends in the foreseeable future. The Company's ability to pay dividends is subject to limitations imposed by Nevada law. Under Nevada law, dividends may be paid to the extent that the corporation's assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business.
CHANGES IN SECURITIES AND USE OF PROCEEDS:
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 approximately $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 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 Shandong Hongzhi Advertising Company, Ltd. The acquisition was finalized in July 2004. 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 was finalized in July 2004. 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 2,719,672 shares of common stock to a related party to repay debt of $135,982, or $0.05 per share. The Company also issued 204,706 shares of common stock to Hong Kong Pride Investment Limited (a company owned and controlled by Mr. William Fisher) related to an anti-dilution agreement and recorded an expense of $10,235. 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 350,000,000 shares of common stock related to
a proposed acquisition. The Company also issued 26,548,792 shares of common
stock to Hong Kong Pride Investment Limited (a company owned and controlled by
Mr. William Fisher) 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.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section should be read in conjunction with the audited financial statements included in this report.
Following fiscal year end December 31, 2002, the Company changed its fiscal year end to March 31.
The Company generated no revenue for the fiscal year ended March 31, 2004. General and administrative expenses for the year ended March 31, 2004 was $224,627. The Company paid management compensation in the amount of $57,275. The Company recorded an expense in the amount of $49,100,000 as a loss on unsuccessful acquisitions (See Note 10 in the Notes to Financial Statements). Total expenses for fiscal year ended March 31, 2004 were $49,381,902. The majority of the Company's expenses, other than the expense recorded as a loss of unsuccessful acquisitions, are attributed to changing its fiscal year and incurring additional audit and legal fees.
The Company generated no revenue for the fiscal year ended March 31, 2003.
General and administrative expenses for the year ended March 31, 2003 was $76,865 and management compensation was $36,000.
CAPITAL RESOURCES AND LIQUIDITY
As of March 31, 2004 the Company had no current assets other than the Sun film library that has been valued at $-0. At that time, the Company was negotiating the acquisition of certain advertising assets in exchange for common stock of the Company. Subsequent to the date of this report, in July 2004, the Company closed the acquisitions of Shandong Hongzhi Advertising Company, Lee & Brothers International Advertising, Ltd, and Beijing Yongfu Century Advertising Consultancy Company, Ltd.
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 March 31, 2004, the approximate number of shares for which the note could have been converted, amounted to 60,000,000 shares of common stock.
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 March 31, 2004, the approximate number of shares for which the note could have been converted, amounted to 20,000,000 shares of common stock.
Our auditors have expressed substantial doubt regarding our ability to continue as a growing concern due to our history of losses, limited income and lack of operating capital.
The Company has no capital commitments for the next twelve months. Management believes that current cash flows are insufficient to meet the present growth strategies and related working capital and capital expenditure requirements. Management currently anticipates the need to raise additional capital. The Company cannot be certain that additional funds will be available on satisfactory terms when needed, if at all. If the Company is unable to raise additional capital in the future, the Company may be required to curtail its operations significantly. Raising additional equity capital, conceivably, could have a dilutive effect on the existing shareholders, if alternative solutions cannot be found.
ITEM 7. FINANCIAL STATEMENTS.
The financial statements of the Company appear at the end of this report beginning with the Index to Financial Statements on page 15.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 8A. 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 annual 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 III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following table sets forth as of July 19, 2004 the name, age, position and term of office for each executive officer and director of the Company.
NAME AGE POSITION OFFICER AND DIRECTOR SINCE ---------------- --- ----------------------------------------------- -------------------------- Qiang Jiang. . . 41 President and Director March 2003 ---------------- --- ----------------------------------------------- -------------------------- Stanley Roy Goss 61 Chief Financial Officer, Secretary and Director August 2001 ---------------- --- ----------------------------------------------- -------------------------- Li Li. . . . . . 40 Chairman and Director May 2004 ---------------- --- ----------------------------------------------- -------------------------- Yan Gong . . . . 40 Director March 2003 ---------------- --- ----------------------------------------------- -------------------------- Min Wei. . . . . 49 Director May 2004 ---------------- --- ----------------------------------------------- -------------------------- |
All Directors hold their positions for one year or until their successors are duly elected and qualified. Officers hold their positions at the discretion of the Board of Directors.
The Company has no audit committee financial expert, as defined under Section 228.401, serving on its audit committee because it has no audit committee and is not required to have an audit committee because it is not a listed security as defined in Section 240.10A-3.
Set forth below is certain biographical information regarding each of the Company's executive officers and directors:
QIANG JIANG, PRESIDENT. Mr. Jiang obtained his diploma from Ji'nan University and from 1982 to 1987 was a teacher at the Ji'nan Technical School. From 1987 to 1992, Mr. Jiang was a teacher at the Shandong Economy Management College. From 1992 to 2001, Mr. Jiang was Chairman and General Manager of Shandong Hongzhi Computer System Company, Ltd. and Shandong Hongzhi Advertising Company. From 2001 to 2002, Mr. Jiang was Vice President of Sun Television Cybernetworks Co., Ltd. From 2002 to the Present, Mr. Jiang acts in the role of Chairman and General Manager of Sun International Advertising Co., Ltd.
STANLEY ROY GOSS, CHIEF FINANCIAL OFFICER. Mr. Goss is a Chartered Accountant who has lived in Macau for over sixteen years and is well known in the business community. He has over seventeen years experience in the telecommunications industry at a senior level. He served as Finance Director of the Macau Telecommunications Company for eight years and prior to that for ten years with Cable and Wireless companies in the Middle East. His experience embraces creation and management of data processing installations, financial and investment planning, corporate re-engineering, procurement and project management. Since leaving the Cable and Wireless Group Mr. Goss has remained in Macau operating as a management consultant as well as entering into the retail business, both shop and internet based, and TV home shopping. In 1997 he formed a trading company which also undertook marketing and promotional activities.
LI LI, CHAIRMAN AND DIRECTOR. Mr. Li is an economist with degrees from
University of Science and Technology of China. He was Chairman and general
Manager of Hua Rong Investment Co.
Ltd. from 1996 to 2000, and Chairman, and later Vice-Chairman and general
manager of Chongqing Changjiang River Water Transport Co., Ltd. from 1997 to
2003.
YAN GONG, DIRECTOR. Mr. Gong worked at the Ji'nan Nanjiao Hotel from 1983 to 1997. From 1997 to 2002 he was the General manager of the Shandong Hongzhi Advertising Co., Ltd. From 2002 to 2004 Mr. Gong was the Operating President of Beijing Asia Hongzhi Advertising Co., Ltd.
MIN WEI, DIRECTOR. Mr. Wei has been involved in media and advertising for almost 30 years. From 1996 to 2001, Mr. Wei was with Shandong TV Station, initially as Director of Advertising Department, then as Vice President of the TV Station. From 2001 to the present, Mr. Wei acts as Vice Director, Movie Satellite Channels Program Production Center, State Administration of Radio, Film and Television..
ITEM 10. EXECUTIVE COMPENSATION.
At fiscal year end March 31, 2004, the Company has paid $16,200 to Roy Goss as management compensation and $41,075 to William Fisher as consulting fees. No other executive compensation has been paid at fiscal year end March 31, 2004.
There are no written compensation agreements with any of the Company's officers or directors.
We have no arrangements for the remuneration of officers and directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on our behalf in the investigation of business opportunities. Other than as reflected in the table below, no remuneration has been paid to our officers or directors. There are no agreements or understandings with respect to the amount or remuneration those officers and directors are expected to receive in the future. At the date of this report, no stock options have been issued to our directors.
NAME AND PRINCIPAL YEAR SALARY ($) BONUS ($) OTHER ANNUAL
POSITION COMPENSATION
------------------------ ---- ----------- --------- ------------
Qiang Jiang. . . . . . . 2001 -0- -0- -0-
President. . . . . . . . 2002 -0- -0- -0-
2003 -0- -0- -0-
------------------------ ---- ----------- --------- ------------
Stanley R. Goss. . . . . 2001 -0- -0- -0-
Chief Financial Officer. 2002 -0- -0- -0-
2003 $ 16,200 -0- -0-
------------------------ ---- ----------- --------- ------------
Li Li. . . . . . . . . . 2001 -0- -0- -0-
Director . . . . . . . . 2002 -0- -0- -0-
2003 -0- -0- -0-
------------------------ ---- ----------- --------- ------------
Yan Gong . . . . . . . . 2001 -0- -0- -0-
Director . . . . . . . . 2002 -0- -0- -0-
2003 -0- -0- -0-
------------------------ ---- ----------- --------- ------------
Min Wei. . . . . . . . . 2001 -0- -0- -0-
Director . . . . . . . . 2002 -0- -0- -0-
2003 -0- -0- -0-
------------------------ ---- ----------- --------- ------------
Jianping Yin . . . . . . 2001 -0- -0- -0-
Former President . . . . 2002 -0- -0- -0-
2003 -0- -0- -0-
------------------------ ---- ----------- --------- ------------
William Fisher (1) . . . 2001 $ 144,500 -0- -0-
Former President . . . . 2002 $ 36,000 -0- -0-
2003 $ 41,075 -0- -0-
------------------------ ---- ----------- --------- ------------
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(1) The Company issued 270,000 shares to William A. Fisher, valued at $43,200 registered on Form S-8, filed with the SEC on September 18, 2001. The Company also paid certain expenses of Mr. Fisher in the amount of $74,300 during 2001 that is considered a part of his total compensation package and accrued an additional $27,000 in salary compensation. In 2002, we paid $19,283 of Mr. Fisher's expenses that is considered a part of his compensation and have accrued an additional $17,419 that is still owed as of March 31, 2004.
Subsequent to the date of this report, as an inducement to participate on the board of directors and serve as management, certain shareholders have agreed to contribute shares back to the Company for cancellation and reissuance to fund to be established by the Company. The fund will be used to compensate officers and directors for their participation pursuant to the terms of the shareholder agreement and as authorized by the Board of Directors. As of the date of this report, none of the shares have yet been cancelled or reissued.
We have recently adopted a Code of Ethics and Business Conduct authorizing the establishment of a committee to ensure that our disclosure controls and procedures remain effective. Our Code also defines the standard of conduct expected by our officers, directors and employees. The Code is attached as an exhibit to this report.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth as of July 19, 2004, the number and percentage of the 1,621,561,678 outstanding shares of common stock which, according to the information supplied to the Company, were beneficially owned by (i) each person who is currently a director of the Company, (ii) each executive officer, (iii) all current directors and executive officers of the Company as a group and (iv) each person who, to the knowledge of the Company, is the beneficial owner of more than 5% of the outstanding common stock. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.
TITLE OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENTAGE OF
CLASS CLASS
Common . Qiang Jiang (1) 750,000,000 46.25%
Room 602, 2 North Tuanjiehu Street
Chaoyang District, Beijing 100026
People's Republic of China
Common . Stanley R. Goss (1) 1,000,000 0.06%
Room 308, Marina Gardens
876, Avenida da Amizade
Macau
Common . Li Li (1) -0- -0-
Room 602, 2 North Tuanjiehu Street
Chaoyang District, Beijing 100026
People's Republic of China
Common . Yan Gong (1) -0- -0-
Room 602, 2 North Tuanjiehu Street
Chaoyang District, Beijing 100026
People's Republic of China
Common . Min Wei (1)Room 602, 2 North -0- -0-
Tuanjiehu Street
Chaoyang District, Beijing 100026
People's Republic of China
11
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Common . William A. Fisher (2) 93,841,957 5.80%
Avenue Dr Rodrigo Rodrigues
12th Floor, Nam Kwong Bldg.
Macau
Common . Faithhill Investments Limited (3) 301,000,000 18.56%
P.O. Box 957
Offshore Incorporations Centre
Road Town
Tortola, BVI
Common . Vesto Pacific Holdings, Ltd. 200,000,000 12.37%
10th Floor, Hutchison House
10 Harcourt Road
Hong Kong
Common . Officer and Directors as a Group: 5 751,000,000 46.31%
persons
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(1) Officer and director of the Company.
(2) William A. Fisher is considered to be the beneficial owner of 93,841,957 shares. The shares are held as follows: William Fisher 401,354 shares; Marian Yu Fisher (Mr. Fisher's wife) 225,000 shares; American Overseas Real Estate Investments (a company owned and controlled by Mr. Fisher) 5,550,000 shares; Hong Kong Pride Investment Limited (a company owned and controlled by Mr. Fisher) 87,665,603 shares.
(3) Faithhill Investments Limited is owned 100% by Sun Media Group, Inc.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
A shareholder of the Company advanced $52,000 to the Company to cover operating expenses. Subsequent to March 31, 2003, the Company entered into an agreement for repayment of advances made through June 2003, wherein the Company agreed to pay interest of 5% or convert the June 2003 balance of $105,984 into 2,119,672 shares of the Company's common stock, or $0.05 per share.
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.
In July 2003, the Company issued 2,719,672 shares of common stock to a related party to repay debt of $135,982, or $0.05 per share. The Company also issued 204,706 shares of common stock to Hong Kong Pride Investment Limited (a company owned and controlled by Mr. William Fisher) related to an anti-dilution agreement and recorded an expense of $10,235.
In August 2003, the Company issued 350,000,000 shares of common stock related to a proposed acquisition. The Company also issued 26,548,792 shares of common stock to Hong Kong Pride Investment Limited (a company owned and controlled by Mr. William Fisher) as part of an anti-dilution agreement.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
REPORTS ON FORM 8-K
None.
EXHIBITS
EXHIBIT NO. TITLE LOCATION
31.1 Certification of Chief Executive pursuant to Section 302 of. Attached
the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section Attached
302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive pursuant to Section 906 of. Attached
the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to Section Attached
906 of the Sarbanes-Oxley Act of 2002
99.1 Corporate Code of Ethics . . . . . . . . . . . . . . . . . . Attached
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal account for the audit of Asia Premium Television Group's annual financial statement and review of financial statements included in the Company's 10-QSB reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $-0- for fiscal year ended 2002 and $87,377 for fiscal year ended 2003.
There were no fees for other audit related services for fiscal year ended 2003.
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advise, and tax planning were $-0- for fiscal year ended 2002 and $-0- for fiscal year ended 2003.
There were no other aggregate fees billed in either of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above.
We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.
SIGNATURES
In accordance with Section 13 or 15(d) of 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:
August 11, 2004
/s/ Qiang Jiang
----------------
Qiang Jiang
President
Date:
August 11, 2004
/s/ Stanley R. Goss
-------------------------
Stanley R. Goss
Chief Financial Officer
|
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: August 11, 2004
/s/ Li Li
--------------------------------
Li Li, Chairman and Director
Date: August 11, 2004
/s/ Stanley R. Goss
----------------------------
Stanley R. Goss, Director
Date: August 11, 2004
/s/ Qiang Jiang
-----------------------
Qiang Jiang, Director
Date:, August 11, 2004
/s/ Yan Gong
--------------------
Yan Gong, Director
Date: August 11, 2004
/s/ Min Wei
-------------------
Min Wei, Director
|
ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONTENTS
PAGE
------
- Independent Auditors' Report . . . . . . . . . . . . . . . 16
- Consolidated Balance Sheet, March 31, 2004. . . . . . . . 17
- Consolidated Statements of Operations, for the years
ended March 31, 2004 and 2003 and from the date
of inception on May 23, 2001 through March 31, 2004. . . . . 18
- Consolidated Statement of Stockholders' (Deficit), for the
years ended March 31, 2004 and 2003, and from the
period date of inception on May 23, 2001 through
March 31, 2004 . . . . . . . . . . . . . . . . . . . . . . . 19-21
- Consolidated Statements of Cash Flows, for the years
ended March 31, 2004 and 2003 and from the date of
inception on May 23, 2001 through March 31, 2004 . . . . 22-23
- Notes to Consolidated Financial Statements . . . . . . . . 24-37
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying consolidated balance sheet of Asia Premium Television Group, Inc. and Subsidiaries (a development stage company) at March 31, 2004, and the related consolidated statements of operations, stockholders' (deficit) and cash flows for the years ended March 31, 2004 and 2003 and from the date of inception on May 23, 2001 through March 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
Our audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements audited by us present fairly, in all material respects, the financial position of Asia Premium Television Group, Inc. and subsidiaries (A development stage company) as of March 31, 2004 and the results of its operations and its cash flows for the years ended March 31, 2004 and 2003 and from the date of inception on May 23, 2001 through March 31, 2004 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 8 to the financial statements, the Company has incurred substantial losses since its inception, has current liabilities in excess of assets and does not have sufficient working capital. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 8. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
PRITCHETT, SILER & HARDY, P.C.
/s/ Pritchett, Siler & Hardy, P.C. --------------------------------------- July 14, 2004 Salt Lake City, Utah |
ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
ASSETS
March 31, March 31,
2004 2003
------------- -------------
------------- -------------
CURRENT ASSETS: . . . . . . . . . . . . . . . . $ - $ -
------------- -------------
Total Current Assets. . . . . . . . . . . . - -
PROPERTY AND EQUIPMENT, NET . . . . . . . . . . - 1,750
------------- -------------
$ - $ 1,750
------------- -------------
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Accounts payable. . . . . . . . . . . . . . $ 188,601 $ 29,125
Advances from related party . . . . . . . . - 52,000
Accrued expenses. . . . . . . . . . . . . . 81,571 53,419
Convertible notes payable . . . . . . . . . 4,000,000 4,000,000
------------- -------------
Total Current Liabilities . . . . . . . . 4,270,172 4,134,544
------------- -------------
STOCKHOLDERS' (DEFICIT):
Common stock, $.001 par value, 1,750,000,000
shares authorized, 1,621,561,678 and
1,242,293,214 issued and outstanding,
respectively. . . . . . . . . . . . . . . . 1,621,562 1,242,293
Capital in excess of par value. . . . . . . . 109,809,248 91,225,095
Retained (deficit). . . . . . . . . . . . . . (58,174,100) (8,790,505)
------------- -------------
53,283,666 83,676,883
Less: stock subscription receivable . . . . . (57,526,882) (87,809,677)
------------- -------------
Total Stockholders' (Deficit) . . . . . . . (4,270,172) (4,132,794)
------------- -------------
$ - $ 1,750
------------- -------------
|
The accompanying notes are an integral part of this financial statement.
ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
From the date of
Inception on
For the Year For the Year May 23, 2001
Ended Ended through
March 31, March 31, March 31,
2004 2003 2004
------------- ------------- ------------------
REVENUE $ - $ - $ -
------------- ------------- ------------------
EXPENSES:
General and administrative 224,627 76,865 2,239,529
Management compensation 57,275 36,000 828,369
Excess payment over basis of
Film library asset acquired - - 3,000,000
------------- ------------- ------------------
Loss of unsuccessful
acquisitions 49,100,000 - 49,100,000
------------- ------------- ------------------
Total Expenses 49,381,902 112,865 55,167,898
------------- ------------- ------------------
LOSS FROM OPERATIONS (49,381,902) (112,865) (55,167,898)
------------- ------------- ------------------
OTHER INCOME (EXPENSE):
Gain from forfeit of deposit received - - 30,000
(Loss) on disposal of assets (1,693) - (3,036,476)
Miscellaneous items - - 274
------------- ------------- ------------------
Total Other Income (Expense) (1,693) - (3,006,202)
------------- ------------- ------------------
LOSS BEFORE INCOME TAXES (49,383,595) (112,865) (58,174,100)
CURRENT INCOME TAXES - - -
DEFERRED INCOME TAX - - -
------------- ------------- ------------------
NET INCOME (LOSS) $(49,383,595) $ (112,865) $ (58,174,100)
------------- ------------- ------------------
LOSS PER SHARE: $ (.00) $ (.00) $ (.09)
------------- ------------- ------------------
|
The accompanying notes are an integral part of this financial statement.
ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)
Common Stock Deficit
Accumulated
Stock During the
Capital in Excess of Subscription Development
------------------------
Shares Amount Par Value Receivable Stage
----------- ----------- ------------ ------------ -------------
BALANCE, May 23, 2001 . . . . . . . . . . . . 450,000 $ 450 $ (450) $ - $ -
Recapitalization of American Overseas
Investment Company and GTM Holdings
Inc. in a manner similar to a reverse
purchase, June 12, 2001. . . . . . . . . . . . 188,934 189 4,322 - -
Issuance of fractional shares pursuant to
1 for 20 reverse stock split, September 2001 . 5 - - - -
Issuance of common stock for consulting
services rendered by shareholders and
former officers of the Company,
September 2001 . . . . . . . . . . . . . . . . 400,000 400 39,600 - -
Issuance of stock to employees for
accrued payroll at $.16 per
share, September 2001. . . . . . . . . . . . . 288,750 289 45,911 - -
Cancellation of 62,500 shares previously
accounted for as issued to an employee
but stock certificates were never delivered
and the shares were subsequently cancelled
prior to delivery. . . . . . . . . . . . . . . (62,500) (62) (9,937) - -
Issuance of common stock to an
officer / director for payment of accrued
payroll, September 2001 at $.16 per share. . . 270,000 270 42,930 - -
Issuance of common stock in payment of
legal services at $.10 per share . . . . . . . 25,000 25 2,475 - -
Issuance of common stock for services
rendered by consultants and other
professionals at $.10 per share,
September 2001 . . . . . . . . . . . . . . . . 450,000 450 44,550 - -
Issuance of common stock to an entity
related to an officer / director for services
related to finding, negotiating and assigning
the Telesat agreement, October 2001
at $.10 per share. . . . . . . . . . . . . . . 5,550,000 5,550 549,450 - -
Net loss for the year ended
December 31, 2001. . . . . . . . . . . . . . . - - - - (5,009,949)
----------- ----------- ------------ ------------ -------------
BALANCE, December 31, 2001 . . . . . . . . . . 7,560,189 7,560 718,851 - (5,009,949)
Issuance of common stock to consultants
For services valued at $275,700, or
.10 per share, June 2002. . . . . . . . . . . 2,757,000 2,757 272,943 - -
Issuance of common stock for cash at
Prices ranging from $.08 to $.18 per share,
June 2002. . . . . . . . . . . . . . . . . . . 1,015,500 1,015 111,935 - -
|
[Continued]
ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)
[CONTINUED]
Deficit
Accumulated
Capital in Stock During the
Common Stock Excess of Subscription Development
-------------------------
Shares Amount Par Value Receivable Stage
------------- ---------- ---------- ------------ ------------
Issuance of common stock related
to a proposed business acquisition
at an agreed valued of $31,500,000,
or $.07 per share, September 2002. . . . . 450,000,000 450,000 31,050,000 (30,500,000) -
Issuance of common stock related
to a proposed business acquisition
at an agreed valued of $18,600,000,
or $.062 per share, September 2002 . . . . 300,000,000 300,000 18,300,000 (18,600,000) -
Issuance of common stock to an officer
of the Company for assuming assets,
liabilities and indemnyfing the Company
against possible future claims, October
2002 50,853,000 50,853 2,491,797 -
Net loss for the year ended
December 31, 2002. . . . . . . . . . . . . - - - - (3,667,691)
------------- ---------- ---------- ------------ ------------
BALANCE, December 31, 2002 . . . . . . . . 812,185,689 812,185 52,945,525 (49,100,000) (8,677,640)
Issuance of common stock related
to a proposed business acquisition
at an agreed valued of $31,500,000,
or $.09 per share, March 2003. . . . . . . 350,000,000 350,000 31,150,000 (31,500,000) -
Issuance of common stock related
to a proposed business acquisition
at an agreed valued of $4,500,000,
or $.09 per share, March 2003. . . . . . . 50,000,000 50,000 4,450,000 (4,500,000) -
Issuance of common stock to a former
officer as part of anti-dilution clause of
agreement at $.09 per share March 2003 . . 30,107,525 30,108 2,679,569 (2,709,677) -
Net loss for the year ended
March 31, 2003 . . . . . . . . . . . . . . - - - - (112,865)
------------- ---------- ---------- ------------ ------------
BALANCE, March 31, 2003. . . . . . . . . . 1,242,293,214 1,242,293 91,225,095 (87,809,677) (8,790,505)
|
[Continued]
ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)
[CONTINUED]
Deficit
Accumulated
Capital in Stock During the
Common Stock Excess of Subscription Development
-------------------------
Shares Amount Par Value Receivable Stage
------------- ---------- ------------ ------------- -------------
Write off of uncollectible stock
subscription receivable. . . . . . . . . . - - - 49,100,000 -
Issuance of common stock for debt
Relief of 135,982, or $.05 per share,
July 2003. . . . . . . . . . . . . . . . . 2,719,672 2,720 133,262 - -
Issuance of common stock related
to a proposed business acquisition
at an agreed valued of $17,500,000,
or $.09 per share, August 2003 . . . . . . 350,000,000 350,000 17,150,000 (17,500,000) -
Issuance of common stock to a former
officer as part of anti-dilution clause of
agreement at $.05 per share July and
August 2003. . . . . . . . . . . . . . . . 26,548,792 26,549 1,300,891 (1,317,205)
Net loss for the year ended
March 31, 2004 . . . . . . . . . . . . . . - - - - (49,383,595)
------------- ---------- ------------ ------------- -------------
BALANCE, March 31, 2004. . . . . . . . . . 1,621,561,678 $1,621,562 $109,809,248 $(57,526,882) $(58,174,100)
------------- ---------- ------------ ------------- -------------
|
The accompanying notes are an integral part of this financial statement .
ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
From the
date of
Inception on
For the Year For the Year May 23, 2001
Ended Ended through
March 31, March 31, March 31,
2004 2003 2004
------------- ------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss). . . . . . . . . . . . . . . . $(49,383,595) $(112,865) $(58,174,100)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation expense . . . . . . . . . . . . . 57 45 102
Non-cash expense . . . . . . . . . . . . . . . 10,235 - 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 - 3,036,476
Loss on unsuccessful acquisitions. . . . . . . 49,100,000 - 49,100,000
Changes in assets and liabilities:
(Increase) decrease in prepaid expense . . . . - - 3,757
(Increase) decrease in other assets. . . . . . - - 85,571
Increase (decrease) in accounts payable. . . . 159,476 26,615 456,913
Increase (decrease) in accrued expenses. . . . 28,152 36,000 138,126
------------- ------------ -------------
Net Cash provided (Used) by
Operating Activities . . . . . . . . . . . . (83,982) (50,205) (1,345,320)
------------- ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for property and equipment . . . . . . - (1,795) (1,795)
------------- ------------ -------------
Net Cash (Used) by Investing Activities. . . . . - (1,795) (1,795)
------------- ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock . . . . . . . - - 1,112,950
Advances from related party. . . . . . . . . . . 83,982 52,000 234,165
------------- ------------ -------------
Net Cash Provided by Financing Activities. . . 83,982 52,000 1,347,115
------------- ------------ -------------
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)
CONSOLIDATED STATEMENTS OF CASH FLOWS
From the date of
Inception on
For the Year For the Year May 23, 2001
Ended Ended through
March 31, March 31, March 31,
2004 2003 2004
--------------- --------------- ----------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
|
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
The Company issued 2,719,672 shares of common stock to repay debt of $135,982, or $.05 per share.
The Company issued 50,000,000 shares of common stock for $4,500,000 in stock subscription receivable, or $.09 per share. March 2003
The Company issued 30,107,525 shares of common stock for $2,709,677 in stock subscription receivable, or $.09 per share. March 2003
The accompanying notes are an integral part of these financial statements.
ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - Asia Premium Television Group, Inc. was organized under the laws of the State of Nevada on September 21, 1989. On September 9, 2002 the name was changed to Asia Premium Television Group, Inc. and on May 22, 2000, the Company changed their name to GTM Holdings, Inc. Asia Premium Television Group, Inc. ("Parent") 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 [See Note 2]. Parent also entered into additional business acquisitions during 2003.
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.
CONSOLIDATION - The financial statements include the accounts of Parent and AOI and APTV-BVI ("The Company"). All intercompany balances and transactions between the parent and subsidiaries have been eliminated in consolidation.
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.
CHANGES IN CONTROL - In September 2002, the Company issued a total of 750,000,000 shares of common stock for 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 as a result of these issuances.
In March and July 2003, the Company issued a total of 750,000,000 shares related to the acquisition of three companies. Individuals related to the companies being acquired were selected as officers and directors of the company, which resulted in a change in control.
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 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.
ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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 year 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.
REVENUE RECOGNITION - The Company has not yet generated any revenue from its planned operations.
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.
ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENTLY ENACTED ACCOUNTING STANDARDS - Statement of Financial Accounting Standards ("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. 149 and 150 have no current applicability to the Company or their effect on the financial statements would not have been significant.
NOTE 2 - FILM LIBRARY, PROPERTY AND EQUIPMENT
During September 2001 Parent entered into a film rights license agreement with Sun Television Cybernetworks Holding Ltd. ("Sun") for $3,000,000 in convertible notes payable [See Note 6]. 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 does not provide for interest nor does it provide for any repayment terms other than by conversion into common stock. The film rights license is unlimited and non-exclusive as to the use of the productions in the film library for purposes of editing, adapting, altering, etc. to produce re-edited works. The original works remain the property of Sun while the re-edited works become the property of the Company. Sun warrants that it is the sole owner, controller or licensee of all copyright or other rights with respect to the film library and that it is entitled and authorized to grant the license and rights under this agreement. The convertible note payable, as amended, 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. The license agreement has been recorded at a zero basis because the company cannot estimate when or if it will be able to generate any revenues from the license agreement. At March 31, 2004, the approximate number of shares for which the note could have been converted, amounted to 60,000,000 shares of common stock.
PROPERTY AND EQUIPMENT - The following is a summary of property and equipment - at cost, less accumulated depreciation as of:
March 31
-----------------------
2004 2003
-------------- -------
Office and computer equipment . $ - $1,795
Less: accumulated depreciation - (45)
-------------- -------
$ - $1,750
-------------- -------
|
Depreciation expense for the years ended March 31, 2004 and 2003 amounted to $57 and $45, respectively.
ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 March 31, 2004, the approximate number of shares for which the note could have been converted, amounted to 60,000,000 shares of common stock.
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 March 31, 2004, the approximate number of shares for which the note could have been converted, amounted to 20,000,000 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 year ended March 31, 2004, 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 had authorized 850,000,000 shares of common stock, $.001 par value. On September 19, 2002, the Company increased its authorized shares from 25,000,000 to 850,000,000. In February 2003, the Company's Board of Directors approved an increase in the Company's authorized shares to 1,350,000,000. In March 2003, the Company's Board of Directors approved an increase in authorized shares of common stock to 1,750,000,000 shares. At March 31, 2004 the Company had 1,621,561,678 shares issued and outstanding.
ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - CAPITAL STOCK [CONTINUED]
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.
In March 2003, the Company entered into a proposed acquisition agreement with Shandong Hongzhi Advertising Company, Ltd. wherein the Company issued 350,000,000 shares of common stock for stock subscription of $31,500,000, or $.09 per share.
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 stock subscription receivable of $4,500,000, or $.09 per share.
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.
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.
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.
ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - CAPITAL STOCK [CONTINUED]
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.
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 of 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 March 31, 2003 and 2003.
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 March 31, 2004 and 2003, no options were granted under the Plan.
ANTI-DILUTION CLAUSE - OCTOBER 2002- 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.
ANTI-DILUTION CLAUSE - NOVEMBER 2003 - The Company entered into a consulting agreement with a shareholder/former officer/director in which the shareholder shall provide consulting services to the Company. As part of the compensation agreement, the consultant shall maintain a seven percent (7%) ownership of outstanding common stock of the Company, with a few exceptions.
ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO 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 March 31, 2004, unused operating loss carryforwards of approximately $54,500 and foreign operating loss carryforwards of approximately $58,287,000, which may be applied against future taxable income. As substantial changes in the Company's ownership have occurred, there is an annual limitation on the amount of net operating loss carry forwards which can be utilized. The amount of and ultimate realization of the benefits from the operating loss carry forwards 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 carry forwards the Company has established a valuation allowance equal to the tax effect of the loss carry forwards in the amount of approximately $8,751,000 as of March 31, 2004 and, therefore, no deferred tax asset has been recognized for the loss carry forwards. The change in the valuation allowance is approximately $7,408,000 and $587,000 for March 31, 2004 and 2003, respectively.
NOTE 7 - RELATED PARTY TRANSACTIONS
MANAGEMENT COMPENSATION - For the year ended March 31, 2004 and 2003, the Company expensed $57,275 and $36,000, respectively for services as management compensation. During the year ended March 31, 2003, the Company expensed $17,409 as services by a shareholder/former officer/director.
OFFICE SPACE - The Company rented 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 was approximately $100 per month for the Macau location. During the year ended March 31, 2004 and 2003, the Company expensed $1,200 and $300, respectively 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. In April 2003, the Company agreed to repay the advances with interest of five percent (5%) or convert the balance at June 2003 into 2,119,672 shares of common stock, or $.05 per share.
ASSET SALE AGREEMENT- In October 2002, the Company issued a shareholder/former officer/director, 50,853,000 shares of common stock valued at $5,085,300 and paid $1,000,000 in exchange for the shareholder/former officer; director purchasing all assets and assuming all liabilities of the Company and indemnifying the Company for all potential liabilities through October 2002. This resulted in the Company recording a loss of $3,034,783 on disposal of assets and liabilities.
ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - GOING CONCERN
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, 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 achieving profitable operations. The consolidated financial statement does not include any adjustments that might result from the outcome of these uncertainties.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
During the year ended March 31, 2004 and 2003, 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 year ended March 31, 2004 and 2003, respectively.
In October 2002, the Company entered into an agreement with a shareholder/former officer/director in which the shareholder acquired all assets and assumed all liabilities of the Company as of October 22, 2002 in exchange for the Company paying $1,000,000 cash and issuing 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 for the one year period, the shareholder is to receive a seven percent (7%) issuance of common stock for a period of one year.
In November 2003, the Company entered into a consulting agreement with a shareholder/former officer/director in which the shareholder shall provide consulting services to the Company. As part of the compensation agreement, the consultant shall maintain a seven percent (7%) ownership of outstanding common stock of the Company, with a few exceptions.
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.
ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO 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 Shandong Hongzhi Advertising Ltd. and Lee & Bros
International Advertising. The Company approved the issuance of 50,000,000
shares of common stock to Qiang Jiang for the purchase of 100% of Lee &
Bros International Advertising Ltd. and also approved the issuance of
350,000,000 to Qiang Jiang 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.
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.
Subsequent to March 31, 2004, the Company completed its remaining proposed acquisitions of Lee & Bros International Ltd., Shandong Honzhi Advertising Company Ltd. and Beijing Yongfu Century Advertising Consultancy Company Limited.
ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO 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 years ended March 31, 2004 and 2003 and for the date of inception on May 23, 2001 through March 31, 2004:
Cumulative
From Inception
For the For the on May 23,
Year ended Period Ended 2001 through
March 31, March 31, March 31,
2004 2003 2004
--------------- -------------- ---------------
(Loss) from continuing operations
available to common
stockholders (numerator) . . . . $ (49,383,595) $ (112,865) $(58,174,100)
--------------- -------------- ---------------
Weighted average number of
common shares outstanding
used in earnings per share
during the period (denominator). 1,479,842,760 888,711,471 675,334,990
--------------- -------------- ---------------
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At March 31, 2004 and 2003, the Company has a $4,000,000 note payable which may be convertible into approximately 60,000,000 and 20,000,000 shares of common stock, respectively.
Dilutive earnings 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.
ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 - CONCENTRATIONS
The Company's planned operations are all located in China.
NOTE 13 - SUBSEQUENT EVENTS
The Company closed its proposed acquisition of Lee & Bros International Advertising Ltd. subsequent to March 31, 2004.
The Company closed its proposed acquisition of Shandong Honzhi Advertising Company, Ltd. subsequent to March 31, 2004.
The Company closed its proposed acquisition of Beijing Yongfu Century Advertising Consultancy Company Limited subsequent to March 31, 2004.
Subsequent to March 31, 2004, certain shareholders, directors, and officers entered into an agreement to establish a fund wherein shares of common stock would be returned by the shareholders to the Company for cancellation and reissuance as incentives to compensate new officers, directors and other management team members. At present, no shares have been returned for cancellation or reissuance.
CERTIFICATION PURSUANT TO PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Qiang Jiang, Chief Executive Officer of Asia Premium Television Group, Inc. (the "Company"), certify that:
1. I have reviewed this annual report on Form 10-KSB of the Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. As the registrant's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/s/Quiang Jiang
-------------------------
Quiang Jiang
Chief Executive Officer
Date: August 11, 2004
|
CERTIFICATION PURSUANT TO PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Stanley R. Goss, Chief Financial Officer of Asia Premium Television Group, Inc. (the "Company"), certify that:
1. I have reviewed this annual report on Form 10-KSB of the Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. As the registrant's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/s/ Stanley R. Goss
-----------------------
Stanley R. Goss
Chief Financial Officer
Date: August 11, 2004
|
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Asia Premium Television Group, Inc. a Nevada corporation (the "Company"), on Form 10-KSB for the annual period ending March 31, 2004 as filed with the Securities and Exchange Commission (the "Report"), I, Qiang Jiang, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350), that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/Qiang Jiang
------------------
Qiang Jiang
Chief Executive Officer
Date: August 11, 2004
|
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Asia Premium Television Group, Inc. a Nevada corporation (the "Company"), on Form 10-KSB for the annual period ending March 31, 2004, as filed with the Securities and Exchange Commission (the "Report"), I, Stanley R. Goss, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350), that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Stanley R. Goss
--------------------------
Stanley R. Goss
Chief Financial Officer
Date: August 11, 2004
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CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
ASIA PREMIUM TELEVISION GROUP, INC. ("ASTV")
1. TREAT IN AN ETHICAL MANNER THOSE TO WHOM ASTV HAS AN OBLIGATION
We are committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone.
For the communities in which we live and work we are committed to observe sound environmental business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship.
For our shareholders we are committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources.
2. PROMOTE A POSITIVE WORK ENVIRONMENT
All employees want and deserve a workplace where they feel respected, satisfied, and appreciated. We respect cultural diversity and recognize that the various communities in which we may do business may have different legal provisions pertaining to the workplace. As such, we will adhere to the limitations specified by law in all of our localities, and further, we will not tolerate harassment or discrimination of any kind -- especially involving race, color, religion, gender, age, national origin, disability, and veteran or marital status.
Providing an environment that supports honesty, integrity, respect, trust, responsibility, and citizenship permits us the opportunity to achieve excellence in our workplace. While everyone who works for the Company must contribute to the creation and maintenance of such an environment, our executives and management personnel assume special responsibility for fostering a work environment that is free from the fear of retribution and will bring out the best in all of us. Supervisors must be careful in words and conduct to avoid placing, or seeming to place, pressure on subordinates that could cause them to deviate from acceptable ethical behavior.
3. PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN
We are committed to providing a drug-free, safe, and healthy work environment, and to observe environmentally sound business practices. We will strive, at a minimum, to do no harm and where possible, to make the communities in which we work a better place to live. Each of us is responsible for compliance with environmental, health, and safety laws and regulations. Observe posted warnings and regulations. Report immediately to the appropriate management any accident or injury sustained on the job, or any environmental or safety concern you may have.
4. KEEP ACCURATE AND COMPLETE RECORDS
We must maintain accurate and complete Company records. Transactions between the Company and outside individuals and organizations must be promptly and accurately entered in our books in accordance with generally accepted accounting practices and principles. No one should rationalize or even consider misrepresenting facts or falsifying records. It will not be tolerated and will result in disciplinary action.
5. OBEY THE LAW
We will conduct our business in accordance with all applicable laws and regulations. Compliance with the law does not comprise our entire ethical responsibility. Rather, it is a minimum, absolutely essential condition for performance of our duties. In conducting business, we shall:
A. STRICTLY ADHERE TO ALL ANTITRUST LAWS
Officer, directors and employees must strictly adhere to all antitrust laws. Such laws exist in the United States, the European Union, and in many other countries where the Company may conduct business. These laws prohibit practices in restraint of trade such as price fixing and boycotting suppliers or customers. They also bar pricing intended to run a competitor out of business; disparaging, misrepresenting, or harassing a competitor; stealing trade secrets; bribery; and kickbacks.
B. STRICTLY COMPLY WITH ALL SECURITIES LAWS
In our role as a publicly owned company, we must always be alert to and comply with the security laws and regulations of the United States and other countries.
I. DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING
Federal law and Company policy prohibits officers, directors and employees, directly or indirectly through their families or others, from purchasing or selling company stock while in the possession of material, non-public information concerning the Company. This same prohibition applies to trading in the stock of other publicly held companies on the basis of material, non-public information. To avoid even the appearance of impropriety, Company policy also prohibits officers, directors and employees from trading options on the open market in Company stock under any circumstances.
Material, non-public information is any information that could reasonably be expected to affect the price of a stock. If an officer, director or employee is considering buying or selling a stock because of inside information they possess, they should assume that such information is material. It is also important for the officer, director or employee to keep in mind that if any trade they make becomes the subject of an investigation by the government, the trade will be viewed after-the-fact with the benefit of hindsight. Consequently, officers, directors and employees should always carefully consider how their trades would look from this perspective.
Two simple rules can help protect you in this area: (1) Don't use non-public information for personal gain. (2) Don't pass along such information to someone else who has no need to know.
This guidance also applies to the securities of other companies for
which you receive information in the course of your employment at
[COMPANY NAME].
II. BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS
As a public company, ASTV must be fair and accurate in all reports filed with the United States Securities and Exchange Commission.
Officers, directors and management of ASTV are responsible for ensuring that all reports are filed in a timely manner and that they fairly present the financial condition and operating results of the Company.
Securities laws are vigorously enforced. Violations may result in severe penalties including forced sales of parts of the business and significant fines against the Company. There may also be sanctions against individual employees including substantial fines and prison sentences.
The Chief Executive Officer and Chief Financial Officer will certify to the accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002. Officers and Directors who knowingly or willingly make false certifications may be subject to criminal penalties or sanctions including fines and imprisonment.
6. AVOID CONFLICTS OF INTEREST
Our officers, directors and employees have an obligation to give their complete loyalty to the best interests of the Company. They should avoid any action that may involve, or may appear to involve, a conflict of interest with the company. Officers, directors and employees should not have any financial or other business relationships with suppliers, customers or competitors that might impair, or even appear to impair, the independence of any judgment they may need to make on behalf of the Company.
HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:
- Employment by a competitor, or potential competitor, regardless of the nature of the employment, while employed by ASTV.
- Acceptance of gifts, payment, or services from those seeking to do business with ASTV.
- Placement of business with a firm owned or controlled by an officer, director or employee or his/her family.
- Ownership of, or substantial interest in, a company that is a competitor, client or supplier.
- Acting as a consultant to a ASTV customer, client or supplier.
- Seeking the services or advice of an accountant or attorney who has provided services to ASTV.
Officers, directors and employees are under a continuing obligation to disclose any situation that presents the possibility of a conflict or disparity of interest between the officer, director or employee and the Company. Disclosure of any potential conflict is the key to remaining in full compliance with this policy.
7. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES
We must comply with the laws and regulations that pertain to the acquisition of goods and services. We will compete fairly and ethically for all business opportunities. In circumstances where there is reason to believe that the release or receipt of non-public information is unauthorized, do not attempt to obtain and do not accept such information from any source.
If you are involved in Company transactions, you must be certain that all statements, communications, and representations are accurate and truthful.
8. AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS
The sale and marketing of our products and services should always be free from even the perception that favorable treatment was sought, received, or given in exchange for the furnishing or receipt of business courtesies. Officers, directors and employees of ASTV will neither give nor accept business courtesies that constitute, or could be reasonably perceived as constituting, unfair business inducements or that would violate law, regulation or policies of the Company, or could cause embarrassment to or reflect negatively on the Company's reputation.
9. MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES
Business integrity is a key standard for the selection and retention of those who represent ASTV. Agents, representatives, or consultants must certify their willingness to comply with the Company's policies and procedures and must never be retained to circumvent our values and principles. Paying bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary data of a third party without authority, or gaining inside information or influence are just a few examples of what could give us an unfair competitive advantage and could result in violations of law.
10. PROTECT PROPRIETARY INFORMATION
Proprietary Company information may not be disclosed to anyone without proper authorization. Keep proprietary documents protected and secure. In the course of normal business activities, suppliers, customers, and competitors may sometimes divulge to you information that is proprietary to their business. Respect these confidences.
11. OBTAIN AND USE COMPANY ASSETS WISELY
Personal use of Company property must always be in accordance with corporate policy. Proper use of Company property, information resources, material, facilities, and equipment is your responsibility. Use and maintain these assets with the utmost care and respect, guarding against waste and abuse, and never borrow or remove Company property without management's permission.
12. FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND ACTIVITIES
ASTV encourages its employees to become involved in civic affairs and to participate in the political process. Employees must understand, however, that their involvement and participation must be on an individual basis, on their own time, and at their own expense. In the United States, federal law prohibits corporations from donating corporate funds, goods, or services, directly or indirectly, to candidates for federal offices -- this includes employees' work time. Local and state laws also govern political contributions and activities as they apply to their respective jurisdictions, and similar laws exist in other countries.
13. BOARD COMMITTEES.
The Company shall establish an Audit Committee empowered to enforce this Code of Ethics. The Audit Committee will report to the Board of Directors at least once each year regarding the general effectiveness of the Company's Code of Ethics, the Company's controls and reporting procedures and the Company's business conduct.
14. DISCIPLINARY MEASURES.
The Company shall consistently enforce its Code of Ethics and Business Conduct through appropriate means of discipline. Violations of the Code shall be promptly reported to the Audit Committee. Pursuant to procedures adopted by it, the Audit Committee shall determine whether violations of the Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee or agent of the Company who has so violated the Code.
The disciplinary measures, which may be invoked at the discretion of the Audit Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.
Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as (i) persons who fail to use reasonable care to detect a violation, (ii) persons who if requested to divulge information withhold material information regarding a violation, and (iii) supervisors who approve or condone the violations or attempt to retaliate against employees or agents for reporting violations or violators.