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

                                  FORM 10-QSB/A

                                 AMENDMENT NO. 1

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

         For the quarterly period ended September 30, 2004

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

         For the transition period ---------------- to  ----------------

                        Commission File Number 333-64804

                                     -------

                          BONUSAMERICA WORLDWIDE CORP.

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

        (Exact name of small Business Issuer as specified in its charter)

             Nevada                                        75-3026459

-------------------------------                   ---------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

            834 S. Broadway, 5th Floor, Los Angeles, California 90014
   --------------------------------------------------------------------------

                    (Address of principal executive offices)

                                 (213) 243-1505
        ----------------------------------------------------------------

                (Issuer's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days

                                                                  Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 19,862,000 shares common stock
outstanding as of October 31, 2004.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>

                        QUARTERLY FINANCIAL STATEMENTS OF
                          BONUSAMERICA WORLDWIDE CORP.,
                         (FORMERLY LONGBOW MINING CORP.)
             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

                                TABLE OF CONTENTS

Condensed Consolidated Balance Sheet As Of September 30, 2004         F-1
(Unaudited)

Condensed Consolidated Statements Of Operations For The Three         F-2
Months And Nine Months Ended September, 2004 And 2003 (Unaudited)

Condensed Consolidated Statement Of Cash Flows For The Three And      F-3
Nine Months Ended September 30, 2004 And 2003 (Unaudited)

Notes To Condensed Consolidated Financial Statements (Unaudited)      F-4


                                      F-1
<PAGE>

  BonusAmerica Worldwide Corp. (formerly Longbow Mining Corp.) and Subsidiaries
                      Condensed Consolidated Balance Sheet
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                            September 30, 2004
                                                                                -----------
<S>                                                                             <C>
ASSETS

Current assets:
     Cash and cash equivalents                                                  $   202,509
     Accounts receivable                                                            294,684
     Inventories                                                                    154,949
     Note receivable from related party                                             160,000
     Amount due from affiliate                                                      123,000
     Prepaid and other                                                              144,734
     Restricted cash                                                                 50,000
                                                                                -----------
                      Total current assets                                        1,129,876

Property, plant, and equipment, net accumulated depreciation of $150,301            154,708
Deferred tax asset                                                                   14,212
Intangible assets, net accumulated amortization of $232,608                         386,133
                                                                                -----------
                      Total assets                                              $ 1,684,929
                                                                                ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                           $   228,064
     Accrued liabilities                                                             35,754
     Amounts due to related parties                                                 158,517
     Other current liabilities                                                       69,412
                                                                                -----------
                      Total current liabilities                                     520,358
                                                                                -----------

Commitments and contingencies (Note 3)

Stockholders' equity
     Common stock, $0.001 par value; 75,000,000 shares authorized; 19,862,000
        issued and outstanding                                                       19,862
     Additional paid-in capital                                                   1,219,095
     Accumulated deficits                                                           (45,775)
                                                                                -----------
                      Total stockholders' equity                                  1,164,571
                                                                                -----------
                      Total liabilities and stockholders' equity                $ 1,684,929
                                                                                ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                      F-2
<PAGE>

  BonusAmerica Worldwide Corp. (formerly Longbow Mining Corp.) and Subsidiaries
                 Condensed Consolidated Statement of Operations
                                   (unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended                     Nine Months Ended
                                            September 30, 2004  September 30, 2003  September 30, 2004 September 30, 2003
<S>                                           <C>                 <C>                      <C>          <C>
Revenues:
Product sales                                      429,795             797,875          2,015,173          2,331,260
Advertising and list rentals                       427,559              84,346            683,901            259,283
                                              ------------        ------------       ------------       ------------
     Total revenues                                857,354             882,221          2,699,074          2,590,543

Cost of product sales                              244,713             368,115          1,112,695          1,072,719
                                              ------------        ------------       ------------       ------------

     Gross profit                                  612,641             514,106          1,586,379          1,517,824

Selling and marketing expenses                      50,338              94,358            228,424            408,845
General and administrative expenses                584,793             354,301          1,131,318          1,059,126
Amortization of intangible assets                   51,545              27,734            142,258             56,307
                                              ------------        ------------       ------------       ------------

Operating income (loss)                            (74,035)             37,713             84,379             (6,454)

Other income                                         7,498               4,375             22,492             13,125
                                              ------------        ------------       ------------       ------------
Income (loss) before provision for
  income taxes                                     (66,537)             42,088            106,871              6,671

Provision for income taxes                         (28,611)              4,712             42,665                747
                                              ------------        ------------       ------------       ------------

     Net income (loss)                        $    (37,926)       $     37,376             64,206       $      5,924
                                              ============        ============       ============       ============

Earnings (loss) per common share:
Basic and diluted:
     Net income (loss) per common share       $      (0.00)       $       0.00               0.00       $       0.00
                                              ============        ============       ============       ============
Weighted average number of common
shares outstanding                              19,862,000          11,500,000         18,003,778         11,500,000
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                      F-3
<PAGE>

  BonusAmerica Worldwide Corp. (formerly Longbow Mining Corp.) and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                  Nine Months Ended
                                                                      September 30, 2004     September 30, 2003
                                                                        -------------           -------------
<S>                                                                     <C>                     <C>
Cash flows from operating activities:
         Net income                                                     $      64,206           $       5,924
         Adjustments to reconcile net income to net
            cash provided by (used in) operating activities:
               Depreciation and amortization                                  191,559                 114,246
               Fair value of services provided by officer                          --                  24,500
               Changes in operating assets:
                     Accounts receivable                                     (158,385)               (113,150)
                     Inventories                                               99,221                      --
                     Other current assets                                    (133,066)                (91,874)
                     Accounts payable                                         216,087                      --
                     Accrued liabilities                                       90,954                     747
                                                                        -------------           -------------
                     Net cash provided by (used in) operating                 370,576                 (59,607)
                     activities
                                                                        -------------           -------------

Cash flows from investing activities:
         Purchases of equipment                                              (108,598)                (45,329)
         Cash paid for intangible assets                                     (186,522)               (358,705)
         Cash received in acquisition                                              53                      --
                                                                        -------------           -------------
                     Net cash used in investing activities                   (295,067)               (404,034)
                                                                        -------------           -------------

Cash flows from financing activities:
         Contributions from Stanford                                               --                 463,641
         Amount due from affiliate                                            127,000                      --
                                                                        -------------           -------------
                     Net cash provided by financing activities                127,000                 463,641

Net change in cash                                                            202,509                      --

Cash, beginning of period                                                          --                      --
                                                                        -------------           -------------

Cash, end of period                                                     $     202,509           $          --
                                                                        =============           =============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                      F-4
<PAGE>

  BonusAmerica Worldwide Corp. (formerly Longbow Mining Corp.) and Subsidiaries
              Notes To Condensed Consolidated Financial Statements
                                   (unaudited)

Note 1 - Basis of Presentation and Significant Accounting Policies

Basis of accounting and change in reporting entity

Longbow Mining Corp. ("Longbow") was incorporated in the state of Nevada on
February 1, 2002. Longbow was engaged in the acquisition and exploration of
mineral properties and operated a three-phase strategy plan out of Vancouver to
facilitate the excavation of minerals.

On March 1, 2004 Longbow entered into a definitive agreement that acquired
BonusAmerica Corporation ("BonusAmerica") from Stanford International Holding
Corporation ("Stanford"). This acquisition was accounted for as a reverse
acquisition, whereby the assets of BonusAmerica were reported at their
historical cost. Longbow issued 5 million forward-split restricted common shares
to Stanford for 100% of BonusAmerica. The founders of Longbow also transferred
6.5 million restricted shares to Stanford to complete the transaction.

BonusAmerica commenced operations on or about July 1, 2002. Specifically,
BonusAmerica's operations consist of business to consumer retail sales, business
to business wholesale transactions, and business to business advertising and
database information rental services. BonusAmerica lists a wide variety of
products which includes watches, consumer electronics and general merchandise on
its website at www.bonusamerica.com. BonusAmerica currently serves customers
within the United States of America, China, and Canada.

On May 12, 2004, Longbow Mining changed its name to BonusAmerica Worldwide Corp.
BonusAmerica and Longbow are collectively known as the "Company."

During the nine months ended September 30, 2004, the Company created a new
wholly-owned subsidiary in Hong Kong. The name of the subsidiary is Sino Trade -
Intelligent Development Corp., Limited. The purpose of the new entity is to
provide additional support to the Company's business-to-business trade
operations in China and the United States.

Financial statements preparation

The accompanying unaudited condensed consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC") regarding interim financial reporting.
Accordingly, they do not include all of the information and notes required by
accounting principles generally accepted in the United States of America. For
complete financial statements and related notes refer to form 8-K filed on March
9, 2004 and Longbow's Annual Report on form 10-KSB for the year ended December
31, 2003.

The unaudited condensed consolidated financial statements reflect all
adjustments, consisting of normal recurring adjustments, which are, in the
opinion of management, necessary for a fair presentation of results for the
interim periods presented. Preparing financial statements requires management to
make estimates and assumptions that affect the amounts that are reported in the
condensed consolidated financial statements and accompanying disclosures.
Although these estimates are based on management's best knowledge of current
events and actions that the Company may undertake in the future, actual results
may be different from the estimates. The results of operations for the three and
nine months ended September 30, 2004, are not necessarily indicative of the
results to be expected for any future period or the full fiscal year.

Principles of consolidation

The accompanying condensed consolidated financial statements include 100 percent
of the assets and liabilities of the Company. All significant inter-company
balances and transactions have been eliminated in consolidation. The results of
the Company's new subsidiary, Sino Trade - Intelligent Development Corp.,
Limited are included since the date of incorporation.

                                      F-5
<PAGE>

 BonusAmerica Worldwide Corp. (formerly Longbow Mining Corp.) and Subsidiaries
              Notes To Condensed Consolidated Financial Statements
                                   (unaudited)

Advertising

The Company expenses costs of advertising and promotions as incurred with the
exception of direct-response advertising costs. Statement of Position No. 93-7,
"Reporting on Advertising Costs," provides that direct-response advertising
costs that meet specified criteria should be reported as assets and amortized
over the estimated benefit period, which is generally less than 30 days. The
conditions for reporting the direct-response advertising costs as assets include
evidence that customers have responded specifically to the advertising, and that
the advertising results in probable future benefits. The Company uses
direct-response marketing to attract customers to opt-in to the Company's
database and buy goods offered on its website or a special promotion. The
Company is able to document the responses of each customer to the email
advertising that elicited the response. The percentage of costs attributable to
future rental revenues are segregated and reported as intangible assets. For the
nine months ended September 30, 2004, direct-response advertising costs
attributable to product sales and future estimated database rentals were 44% and
56%, respectively. Advertising expenses included in selling and marketing
expenses for the nine months ended September 30, 2004 and 2003, were
approximately $189,606 and $281,841, respectively.

Intangible assets

Intangible assets consist of costs paid to acquire personal customer information
for use in its advertising and database rental activities. Costs capitalized
during the nine months ended September 30, 2004 and 2003 were $186,522 and
$358,705, respectively. The net carrying value of intangible assets as of
September 30, 2004 was $386,133. The Company amortizes the cost of these assets
over a period of three years. Amortization costs during the nine months ended
September 30, 2004 and 2003 were $142,258 and $56,307, respectively.

Earnings (loss) per share

The Company presents basic earnings (loss) per share ("EPS") and diluted EPS on
the face of all statements of operations. Basic EPS is computed as net income
(loss) divided by the weighted average number of common shares outstanding for
the period. Diluted EPS reflects the potential dilution that could occur from
common shares issuable through stock options, warrants, and other convertible
securities. As of September 30, 2004 and 2003, there were no dilutable
securities outstanding, thus diluted EPS is the same as basic EPS.

Revenue recognition

The Company recognizes revenue from product sales and business-to-business
wholesale transactions at the time of shipment. An allowance for estimated
returns is provided at the time of sale. Historically, returns have averaged
less than three (3) percent of total sales. Database rentals are recorded at the
time the services are provided so long as the services are defined and
communicated in writing, the price is fixed and determinable, no other
obligations of the Company exist to the customer and the amounts are
collectible.

Note 2 - Segment information

The Company has three main operating segments. The primary operating segments of
the Company are product sales, comprised of retail and wholesale, which
generated the majority of the Company's revenues. Approximately 31% and 44% of
the revenues came from wholesale and retail distributions for the nine months
ended September 30, 2004, respectively. The other segment, advertising and list
rentals generated 25% of the Company's revenues for the nine months ending
September 30, 2004 and 10% for the nine months ending September 30, 2003.

                                      F-6
<PAGE>

 BonusAmerica Worldwide Corp. (formerly Longbow Mining Corp.) and Subsidiaries
              Notes To Condensed Consolidated Financial Statements
                                   (unaudited)

Segment information is as follows for the nine months ending September 30, 2004
and September 30, 2003:

September 30, 2004

<TABLE>
<CAPTION>
                                      Product sales                     Advertising and
                                Wholesale           Retail               list rentals              Corporate            Total
-------------------------     -------------       -----------          -----------------           ---------         ----------
<S>                        <C>               <C>                 <C>                         <C>                 <C>
Total revenues             $     827,424     $     1,187,749     $          683,901          $         -         $    2,699,074
-------------------------     -------------       -----------          -----------------           ---------         ----------
Operating income (loss)          379,500           (328,653)                33,532                     -               84,379
-------------------------     -------------       -----------          -----------------           ---------         ----------
Total assets               $        -        $     1,440,754     $          244,175          $         -         $    1,684,929
-------------------------     -------------       -----------          -----------------           ---------         ----------

<CAPTION>

September 30, 2003

                                          Product sales                  Advertising and
                                  Wholesale              Retail            list rentals          Corporate              Total
-------------------------       -------------         -----------       -----------------        ---------           ----------
<S>                        <C>                   <C>                 <C>                   <C>                  <C>
Total revenues             $          -          $     2,331,260     $       259,283       $         -          $     2,590,543
-------------------------       -------------         -----------       -----------------        ---------           ----------
Operating income (loss)               -                  72,411              (78,865)                -                 (6,454)
-------------------------       -------------         -----------       -----------------        ---------           ----------
Total assets               $          -          $      650,984      $       121,466       $         -          $      772,450
-------------------------       -------------         -----------       -----------------        ---------           ----------

<CAPTION>

Segment information is as follows for the three months ending September 30, 2004
and September 30, 2003:

September 30, 2004
-------------------------           -------------        -----------       -----------------          ---------         ----------
                                              Product sales                 Advertising and
                                      Wholesale            Retail            list rentals             Corporate           Total
-------------------------           -------------        -----------       -----------------          ---------         ----------
<S>                             <C>                 <C>                 <C>                    <C>                  <C>
Total revenues                  $         -         $      429,795      $       427,559        $          -         $    857,354
-------------------------           -------------        -----------       -----------------          ---------         ----------
Operating income (loss)         $         -         $     (87,388)      $       13,353         $          -         $    (74,035)
-------------------------           -------------        -----------       -----------------          ---------         ----------
</TABLE>


                                      F-7
<PAGE>

 BonusAmerica Worldwide Corp. (formerly Longbow Mining Corp.) and Subsidiaries
              Notes To Condensed Consolidated Financial Statements
                                   (unaudited)

September 30, 2003

<TABLE>
<CAPTION>
-------------------------           -------------        -----------       -----------------      ---------       ----------
                                              Product sales                 Advertising and
                                      Wholesale            Retail            list rentals         Corporate          Total
-------------------------           -------------        -----------       -----------------      ---------       ----------
<S>                             <C>                 <C>                 <C>                   <C>              <C>
Total revenues                  $         -         $      797,875      $       84,346        $       -        $    882,221
-------------------------           -------------        -----------       -----------------      ---------       ----------
Operating income (loss)                   -         $      48,720       $      (11,007)               -        $    37,713
-------------------------           -------------        -----------       -----------------      ---------       ----------
</TABLE>

Note 3 - Commitments and Contingencies

Litigation

The Company is subject to a limited number of claims and actions that arise in
the ordinary course of business. The litigation process is inherently uncertain,
and it is possible that the resolution of the Company exists and future
litigation may adversely affect the Company. Management is unaware of any
matters that may have material impact on the Company's financial position,
results of operations, or cash flows.

Employment contract

On January 1, 2004, the Company entered into an employment agreement with its
chief executive officer which provides for an annual salary of $100,000, plus
bonuses of up to 1% of base salary.

During the nine months ended September 30, 2004, the Company chief executive
officer was paid $38,250. Management believes that the estimated fair value of
his salary over the same period of time was approximately $75,000. Accordingly,
management should provide additional compensation expense of $36,750 in the
accompanying condensed consolidated statement of operations for the nine months
ended September 30, 2004.

Note 4 - Related-Party Transactions

Facilities

On March 1, 2004, the Company began renting warehouse and office facilities from
Stanford on a month-to-month basis at $6,000 per month. In July, 2004, our
monthly rental obligation decreased to $3,500. During the nine months ended
September 30, 2004, payments to Stanford related to rent were $37,110.

Database rentals

The Company rents its customer database to other divisions of Stanford. Rents
charged are based on 15% of revenues generated from the use of the database by
Stanford's other divisions. During the nine months ended September 30, 2004 and
2003, database rental revenue derived from affiliates was $13,602 and $0,
respectively.

Professional staff leased

On February 12, 2004, the Company entered into an agreement to pay Stanford a
percentage of employee compensation based upon the percentage of employee hours
used by the Company in 2003. In connection therewith, Stanford will charge the
Company 68% of its total employee costs from January to March 2004. In April 1,
2004, BonusAmerica started paying its own employment cost. During the nine
months ended September 30, 2004 and 2003, the Company incurred approximately
$174,145 and $693,784, respectively, related to the leasing of professional
staff.

                                      F-8
<PAGE>

 BonusAmerica Worldwide Corp. (formerly Longbow Mining Corp.) and Subsidiaries
              Notes To Condensed Consolidated Financial Statements
                                   (unaudited)

Fixed assets rentals

On February 20, 2004, the Company agreed to lease property and equipment to
Stanford based on a reasonable and agreed upon charge. Lease charges were
approximately 25% of the depreciation expense in 2003. The same percentage is
used for 2004 since the agreement between the Company and Stanford includes no
agreed upon percentage. During the nine months ended September 30, 2004 and
2003, fixed asset rental income was $13,050 and $13,125, respectively.

Amount due from affiliate

The Company has a commitment to receive $250,000 from Stanford to support
operations. The note bears an interest rate of prime plus 1% and is currently
due on demand. At September 30, 2004, amount due to the Company from Stanford
was $123,000, excluding interest. As of the date of this Report, Stanford has
paid in full the $250,000 commitment.

During the nine months ended September 30, 2004, the Company advanced the amount
of $25,000 on an interest-free to Stanford. This amount was repaid in full as of
September 30, 2004.

Settlement of note receivable and note payable to related party

Since our inception, Mr. Fred Tse (our former director and officer) and Archer
Pacific Management Inc., an affiliate of Ernest Cheung (one of our former
directors and officers), advanced to us several interest free, demand loans in
the total sum of $158,516, which were used for organizational and start-up costs
and operating capital. On June 30, 2004, we entered into an assignment agreement
with each of Mr. Tse and Archer Pacific Management, Inc. pursuant to which we
assigned to Mr. Tse and Archer Pacific Management, Inc., a $25,000 and a
$160,000 note receivable, respectively, in settlement of such interest free,
demand loans. The excess of receivables assigned to the amounts due of $26,483
was recorded as interest expense.

Note 5 - Note Receivable

On April 1, 2004, the Company issued a note receivable of $50,000 to an
unrelated entity. The note was due prior to July 10, 2004 and did not bear any
interest. During the period ended September 30, 2004, the Company received
payment of the $50,000 note receivable.


                                      F-9
<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation.

         Forward Looking Statements

         The information in this discussion contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements involve risks and uncertainties, including statements
regarding our capital needs, business strategy and expectations. Any statements
contained herein that are not statements of historical facts may be deemed to be
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should", "expect", "plan",
"intend", "anticipate", "believe", estimate", "predict", "potential" or
"continue", the negative of such terms or other comparable terminology. Actual
events or results may differ materially. We disclaim any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements. The information constitutes forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995.

         History of the Company

         We were incorporated in the state of Nevada on February 1, 2002, under
the name Longbow Mining, Inc. Prior to March 1, 2004, we were engaged in
acquisition and exploration of mineral properties and evacuation of minerals
located in British Columbia, Canada.

         On March 1, 2004, we purchased BonusAmerica Corporation, a California
corporation, or BAC, a wholly-owned subsidiary of Stanford International Holding
Corporation, a California corporation, or Stanford, from Stanford. In connection
with the transaction, we issued 5 million shares of restricted common stock and
Archer Pacific Management, Inc., an affiliate of Ernest Cheung (one of the
founders) and Fred Tse (or one of his affiliates) transferred 6.5 million shares
of restricted common stock to Stanford for all of the issued and outstanding
shares of BAC. As a result of this transaction, Stanford became the beneficial
owner of 57.9% of our then issued and outstanding shares of common stock and BAC
became our wholly owned subsidiary. Stanford is owned by Michael Mak, our
current President, Chief Executive Officer and director, Carson Kwong, our
current director, and Steven Wong. Michael Mak is also the Chief Executive
Officer of Stanford and has the power to direct Stanford's votes. Our common
stock is currently trading on the Over-the-Counter Bulletin Board under the
symbol "BAWC."

         Effective May 12, 2004, (i) Fred Tse resigned as our President and
Chief Executive Officer and the Board of Directors appointed Michael Mak to
serve as the President, Chief Executive Officer and a director; and (ii) Carson
Kwong was appointed to serve on our Board of Directors in connection with the
acquisition. Effective October 13, 2004, Stephen Kenwood and Fred Tse resigned
from their positions as our directors. Effective October 26, 2004, John A. Leper
was appointed to serve on our Board of Directors and to serve as Secretary as
replacement for Ernest Cheung. Currently, our board of directors consists of
Michael Mak, who is also our President and Chief Executive Officer, Carson
Kwong, John A. Leper, who is also our Secretary and Ernest Cheung. We are in the
process of searching for qualified personnel to serve as our Chief Financial
Officer. Until such time, Michael Mak is serving as our interim Chief Financial
Officer.

         Effective May 12, 2004, we changed our name from Longbow to
BonusAmerica Worldwide Corporation.

         During the nine months ended September 30, 2004, we formed Sino Trade -
Intelligent Development Corp., or SIDC, under the laws of Hong Kong. The purpose
of SIDC is to provide additional support to our business-to-business trade
operations in China and the United States.


                                       2
<PAGE>

         Overview and Future Plan of Operations

         We are a direct marketing, Internet commerce and media company based
out of Los Angeles, California with operations in Hong Kong and China. Our
business can be divided into three divisions: Direct Marketing, Media and
Advertising and Virtual Stores. As of the date of this Report, only the Direct
Marketing and Media and Advertising divisions are operational. We are in the
planning stages with respect to the Virtual Stores division and hope to commence
its operations by the fourth quarter of 2005.

         During the three and nine months ended September 30, 2004, we
experienced net operating losses of $74,035 and profits of $84,379,
respectively. We anticipate that our operating losses will continue as we
continue to devote resources to implementing our business plan. Our business
plan requires resources to further develop and market our TradeDragon,
RateandSave and More2Save portals in our media & advertising division. We are in
the process of seeking additional financing to forward our business plan, but
have not entered into any agreements to obtain such financing. There is no
assurance that such financing will be available, or if available, on reasonable
terms. Even if we do obtain such financing, there is no assurance that we will
be able to generate profitable operations.

         Currently, our direct marketing division generates 75% of the revenues.
25% is generated by our media and advertising division. Over the next twelve
months, we plan to devote our resources to expanding and further developing our
media and advertising division.

         The following table sets forth our net revenues by each operational
division for the three and nine months ended September 30, 2004 and 2003:

<TABLE>
<CAPTION>
                              Three Months Ended September 30                  Nine Months Ended September 30,
                           2004            2003           Variance           2004             2003         Variance
<S>                      <C>              <C>             <C>              <C>             <C>             <C>
Direct Marketing         429,795          797,875        -$368,080         2,015,173       2,331,260      -$316,087
Media and                427,559          84,346         +$343,213          683,901         259,283       +$424,618
Advertising
Total                    857,354          882,221         -$24,867         2,699,074       2,590,543      +$108,531
</TABLE>

         In October 2004, we launched our More2Save.com online coupon portal and
our RateandSave.com consumer-shopping portal. We also launched our TradeDragon
business-to-business trade portal in the fourth quarter of 2004. In the next 12
months, we intend to focus on operating, administering and expanding these trade
portals. We also intend to hire a sales force in China to help generate sales
from our business-to-business portal. As we expand operations in that area, we
expect to generate increased revenues in the next six to twelve months.

         Results of Operations for the Three and Nine Months Ended September 30,
2004 and September 30, 2003

         Revenues

         A.  Direct Marketing

         During the three month period ended September 30, 2004, we derived
$429,795, or 50% of our total revenue, from our direct marketing operations,
representing a decrease from the comparable three month period ending September
30, 2003. The entire amount for this period is attributable to our retail sales.
Our retail product sales declined $368,080 or 46% for the three months ended
September 30, 2003 as compared to the comparable period in 2004; there was no
sales of wholesale products in 2003 or 2004 for the three months ended September
30. The decrease in our retail product sales is attributable to the reduction of
our general marketing efforts and special promotional efforts designed to clear
slow-moving inventory items. We elected to reduce such marketing and advertising
efforts in an attempt to focus on building our media and advertising division.
Our retail direct marketing division focuses on selling products produced by
third parties and Stanford's private label products sold under the brand name
"AHNSER" on our www.BonusAmerica.com website to customers in the United States.


                                       3
<PAGE>

         During the nine month period ended September 30, 2004, we derived
$2,015,173, or 75% of our total revenue, from our direct marketing operations,
representing a decrease from the comparable nine month period ending September
30, 2003. Of that amount, $827,424 is attributable to our wholesale sales and
$1,187,749 is attributable to our retail sales. Our retail product sales
declined $1,143,511 or 49% for the nine months ended September 30, 2004 as
compared to the comparable period in 2003; however, our wholesale products
business increased from $0 in 2003 to $827,424 for the nine months ended
September 30, 2004. This increase in revenue is attributable to our growth in
wholesale sales. The decrease in our retail product sales is attributable to the
reduction of our general marketing efforts and special promotional efforts
designed to clear slow-moving inventory items. We elected to reduce such
marketing and advertising efforts in an attempt to focus on building our media
and advertising divisions.

         B.  Media and Advertising

         During the three and nine month periods ended September 30, 2004, we
derived $427,559 and $683,901, or 50% and 25% of our total revenue,
respectively, from our media and advertising division. This represents an
increase from the comparable three and nine month periods ending September 30,
2003. This increase is attributable to our increased focus on building our media
and advertising business.

         Cost of Sales

         Cost of sales were $244,713 and $1,112,695 for the three and nine month
periods ended September 30, 2004 as compared to $368,115 and $1,072,719 the
three and nine month periods ended September 30, 2003. The increase in costs as
a percentage of sales for the nine-month period ended September 30, 2004 is
attributable to lower selling prices of retail goods and our promotional
activities to dispose of slow moving inventory. The decrease in costs as a
percentage of sales for the three month period is attributable to the return of
our normal selling prices.

         Administrative Expenses

         Selling, general and administrative expenses were $272,470 and $851,631
for the three and nine month periods ended September 30, 2004 as compared to
$381,040 and $1,186,130 in for the three and nine month periods ended September
30, 2003. The decrease in expenses during the three and nine month periods ended
September 30, 2004 was primarily attributable to lower leased employee costs
with Stanford and lower overall operating expenses.

         Marketing Expenses

         Total marketing expenses were $414,206 and $650,369 for the three and
nine months ended September 30, 2004 as compared to the $95,353 and $338,148 for
the three and nine months ended September 30, 2003. The increase for the
three-month period ended September 30, 2004 as compared to September 30, 2003
was due primarily to expenses incurred in connection with SIDC.

         Net Income/Loss

         Net income from our direct marketing operations was $(87,388) and
$50,847 for the three and nine month periods ended September 30, 2004 as
compared to $48,720 and $72,411 for the three and nine month periods ended
September 30, 2003. The net loss reflects lower profit margins. We believe that
our net income will continue to increase as we expand our media and advertising
business. There can be no assurance that we will achieve or maintain
profitability or that any revenue growth will take place in the future even if
we do obtain the financing that we seek.

                                       4
<PAGE>

         Net income from our media and advertising operations was $13,353 and
$33,532 for the three and nine month periods ended September 30, 2004 as
compared to $(11,007) and $(78,865) for the three and nine month periods ended
September 30, 2003. The net income/loss reflects increased media & advertising
sales. We believe that our net income will continue to increase as we expand our
media and advertising business. There can be no assurance that we will achieve
or maintain profitability or that any revenue growth will take place in the
future even if we do obtain the financing that we seek.

         Trends, Events, and Uncertainties

         Demand for our products will be dependent on, among other things,
market acceptance of our concept and general economic conditions, which are
cyclical in nature. Our business operations may be adversely affected by our
competitors and prolonged recessionary periods. We are in the process of seeking
additional financing to forward our business plan, but have not entered into any
agreements to obtain such financing. There is no assurance that such financing
will be available, or if available, on reasonable terms. Even if we do obtain
such financing, there is no assurance that we will be able to generate
profitable operations.

         Liquidity and Capital Resources For the Nine-Month Period Ended
September 30, 2004 and 2003.

         We experienced positive cash flows provided by operations in the amount
of $370,576 for the nine month period ended September 30, 2004 versus a negative
cash flow of $(84,107) in the comparable period in 2003. The increase in cash
flows from operating activities was primarily attributable to the increased
revenue from our media and advertising business.

         We have funded our cash needs from inception through September 30, 2004
and to the date of this Report through positive cash flow and contributions of
up to $250,000 from Stanford. Our future liquidity will depend on our revenue
growth and our ability to sell our products and services at positive gross
margins and control of our operating expenses. Over the coming twelve months, we
expect to spend approximately $1,800,000 for operating expenses assuming revenue
growth and no significant change in marketing or product development strategies.
We expect to meet these capital needs from sales revenues and, to the extent we
do not have sufficient revenues, from our existing cash reserves or other
external sources of financing.

         We plan to expand existing segments of our business. Our growth plans
may require additional funding from outside sources. We intend to pursue
discussions with existing shareholders, third party financing sources and
potential lenders to ensure access to funds as required.

         On a long-term basis, our liquidity will be dependent on establishing
profitable operations, receipt of revenues, additional infusions of capital and
additional financing. If necessary, we may raise capital through an equity or
debt offering. The funds raised from this offering will be used to develop and
execute our business plan. However, there can be no assurance that we will be
able to obtain additional equity or debt financing in the future, if at all. If
we are unable to raise additional capital, our growth potential will be
adversely affected. Additionally, we will have to significantly modify our
plans.

         Critical Accounting Policies

         The discussion and analysis of our financial condition and results of
operations in this Report are based upon our financial statements, which have
been prepared in accordance with generally accepted accounting principles in the
United States. The preparation of financial statements requires management to
make estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expense and disclosures at the date of the financial
statements. On an on-going basis, we evaluate our estimates, including, but not
limited to, those related to revenue recognition, accounts receivables,
inventories, impairment of property and equipment and of intangibles. We use
authoritative pronouncements, historical experience and other assumptions as the
basis for making estimates. Actual results could differ from those estimates.

         We consider the following to be our more significant accounting
policies:

         Revenue recognition

         The Company recognizes revenues from product sales at the time of
shipment. An allowance for estimated returns is provided at the time of sale.
Historically, returns have averaged less than three (3) percent of total sales.
Database rentals are recorded at the time the services are provided so long as
the services are defined and communicated in writing, the price is fixed and
determinable, no other obligations of the Company exist to the customer, and the
amounts are collectible. Changes in these factors could materially impact our
financial position or our results of operations.

                                       5
<PAGE>

         Inventory

         Our inventory purchases are made in order to build inventory to meet
future shipment schedules based on forecasted demand for our products. We
perform a detailed assessment of inventory for each period, which includes a
review of, among other factors, demand requirements and component cost trends.
Based on this analysis, we record adjustments to inventory for excess,
obsolescence or impairment, when appropriate, to reflect inventory at net
realizable value. Revisions to our inventory adjustments may be required if
actual demand or component costs differ from our estimates.

         Intangible assets

         Intangible assets consist of costs paid to acquire personal customer
information for use in its advertising and database rental activities. Costs
paid in 2002 were expensed as incurred until management of BonusAmerica
established rental revenues from its customer database. Management estimates
revenues from these intangible assets will be generated over a period of three
years from the date of acquisition. At September 30, 2004, the estimated
remaining period to be benefited is approximately two years.

         Contingencies

         The outcomes of legal proceedings and claims brought against us are
subject to significant uncertainty. SFAS 5, Accounting for Contingencies,
requires that an estimated loss from a loss contingency such as a legal
proceeding or claim should be accrued by a charge to income if it is probable
that an asset has been impaired or a liability has been incurred and the amount
of the loss can be reasonably estimated. Disclosure of a contingency is required
if there is at least a reasonable possibility that a loss has been incurred. In
determining whether a loss should be accrued we evaluate, among other factors,
the degree of probability of an unfavorable outcome and the ability to make a
reasonable estimate of the amount of loss. Changes in these factors could
materially impact our financial position or our results of operations.

         Income taxes

         SFAS 109, Accounting for Income Taxes, establishes financial accounting
and reporting standards for the effect of income taxes. The objectives of
accounting for income taxes are to recognize the amount of taxes payable or
refundable for the current year and deferred tax liabilities and assets for the
future tax consequences of events that have been recognized in an entity's
financial statements or tax returns. Judgment is required in assessing the
future tax consequences of events that have been recognized in our financial
statements or tax returns. Variations in the actual outcome of these future tax
consequences could materially impact our financial position or our results of
operations.

Item 3.  Controls and Procedures.

         We carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and our
interim Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures as of the end of the period
covered by this report. The evaluation was undertaken in consultation with our
accounting personnel. Based on that evaluation, the Chief Executive Officer and
our interim Chief Financial Officer concluded that our disclosure controls and
procedures are currently effective to ensure that information required to be
disclosed by us in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms.

         We made no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation of those controls by the Chief Executive and Chief Financial
officers. We have also undertaken to periodically review our disclosure controls
and procedures and internal controls for adequacy and effectiveness.

                                       6
<PAGE>

PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

         We are a party to a limited number of claims and actions that arise in
the ordinary course of business. The litigation process is inherently uncertain,
and it is possible that the resolution of these matters exists and future
litigation may adversely affect us. We are unaware of any matters that may have
material impact on the our financial position, results of operations, or cash
flows.

Item 2.  Changes in Securities and Use of Proceeds.

         Forward Split of Common Stock

         Effective February 25, 2004, we engaged in a forward split of our
issued and outstanding common stock on a ten (10) new shares for one (1) old
share basis. The split was approved by our board of directors.

         Other Issuance Of Securities

         During fiscal year 2002, we issued 9,000,000 shares of our restricted
common stock to our founders at a per share price of $0.000667 for aggregate
consideration of $6,000. We also issued and sold 5,862,000 shares of our common
stock through our public offering that closed on January 3, 2003 at a per share
price of $0.01011 per share (adjusted for 10 for 1 split) for aggregate
consideration of $59,274.

Item 3.  Defaults Upon Senior Securities.

         Not Applicable.

Item 4.  Submission of Matters To a Vote Of Security Holders.

         Removal of Ernest Cheung From Board of Directors

         On November 19,2004, we filed a Preliminary Schedule 14C with the
Commission disclosing the adoption of a resolution by written consent by our
stockholders holding 13,500,000 shares of Common Stock as of November 15, 20024
(the "Record Date"), representing approximately 68% of the then total issued and
outstanding Common Stock, to remove Ernest Cheung from his position on our Board
of Directors (the "Board").

         In March 2004, we acquired BonusAmerica Corporation, a California
corporation, or BAC, a wholly owned subsidiary of Stanford, from Stanford. After
the acquisition, we became a direct marketing, Internet commerce and media
company based out of Los Angeles, California with operations in Hong Kong and
China. Prior to the acquisition, we were a shell company with nominal
operations. In connection with such acquisition, substantially all members of
the management team of the former shell company resigned, with the exception of
Ernest Cheung.

         Our new business plan calls for an expansion of existing segments of
our business and such growth plans may require additional funding from outside
sources. Currently, we are exploring opportunities to obtain such additional
funding but are not a party to any agreement to enter into or engage in any such
transactions.

         Our Board deems it to be in our best interest and the best interest of
our shareholders to staff our management with personnel experienced in our new
business and operations. We believe that this new management team will make us
more attractive to potential financing sources and facilitate the implementation
of our business plan.

         Amendment of Articles of Incorporation

         On May 20, 2004, we filed a Certificate of Amendment with the Nevada
Secretary of State to amend our Articles of Incorporation to change our name to
BonusAmerica Worldwide Corp. The resolutions to amend our Articles of
Incorporation were adopted by written consent by our Board on May 12, 2004 and
by certain of our principal stockholders holding 13,851,380 shares of Common
Stock, representing approximately 69.7% of the then total issued and outstanding
Common Stock. Given our recent acquisition transaction, the Board deemed it to
be in our best interest to change our name to better reflect our new business.

                                       7
<PAGE>

Item 5.  Other Information.

                           DESCRIPTION OF THE COMPANY

         Generally

         We are a direct marketing, Internet commerce and media company based
out of Los Angeles, California with operations in Hong Kong and China. We are
engaged in business-to-consumer retail sales, business-to-business media and
advertising services sales, and international business-to-business media and
services sales. We are vertically integrated in that our online retailing
operations merchandise, source and sell merchandise direct-to consumer - all
through our central office in Los Angeles with support from our Hong Kong
office. Our international business-to-business media and services sales
operations are carried out through our Los Angles marketing offices with support
from our sales offices in Hong Kong and China.

         Our operations can be divided into three divisions:

      o     Direct Marketing & Internet Commerce: We merchandise, market, sell
            and distribute a wide variety of products which include household
            products, electronics, fashion accessories, personal interest items
            and other general merchandise (including consumer electronics and
            hardware under Stanford's private label "AHNSER") on our website at
            www.bonusamerica.com to our customers in an "Opted-In" database of
            approximately 20,000,000 e-mail and approximately 4,000,000 postal
            addresses.

      o     Media and Advertising: We sell advertising space on our various
            Internet marketing portals such as www.More2Save.com,
            www.RateandSave.com and www.CouponsRewardsSavings.com, and derive
            revenue from the rental of e-mail and postal address lists to
            selected other marketers. We recently launched TradeDragon, our
            Business-to-Business trade portal which links member businesses that
            are interested in developing or expanding operations in the United
            States and China markets, with complementary members of TradeDragon.
            We intend to launch www.BonusChina.com in the third quarter of 2005.
            BonusChina will be an online entertainment, information and services
            portal in China.

      o     Virtual Stores: We intend to provide virtual store facilities for
            international suppliers with limited U.S. onshore capabilities, such
            as sales and marketing, warehousing, ordering and shipment and
            administration. Our virtual store facilities will be designed to
            address B2B and business to consumer, or B2C, applications. We hope
            to launch our virtual store system in 2005.

In addition to our Los Angeles operations, we also have an office in Hong Kong,
which serves as our communications center in Asia. Our Hong Kong office provides
product sourcing services to our merchandising team in Los Angeles. We believe
that this international product sourcing-merchandising relationship enables us
to bring many leading edge products to our BonusAmerica customers.

         We have also established a wholly owned subsidiary, SinoTrade
Intelligence Development Corporation, an organization formed under the laws of
Hong Kong, or SIDC, to provide infrastructure support for our operations in
China and Hong Kong. Through SIDC, we operate five offices in mainland China and
one office in Hong Kong. Our offices in China are located throughout the
Guangdong Province, the manufacturing center that was responsible for
approximately US$152.9 billion in exports in 2003, which represented
approximately 35% of China's total exports for that year. The sixth office is
located in Hong Kong and serves as our China communications hub. Communications
between this Hong Kong office and the US headquarters in Los Angeles allows for
seamless international business operations. Corporate management and strategy,
marketing, IT and US Sales are handled in the US office while China marketing,
sales and product sourcing and production are executed and managed by our
offices located in China. We currently serve customers within the United States
of America, Hong Kong, China, and Canada.

                                       8
<PAGE>

         Direct Marketing

         We established our Direct Marketing division in 2002 through our
BonusAmerica web site located at www.BonusAmerica.com. The BonusAmerica website
offers a collection of low cost ($9.99 - $99.99) household products,
electronics, fashion accessories, personal interest items and other general
merchandise directly to retail and wholesale consumers located in the United
States. With special offers and bonuses, BonusAmerica attempts to attract
potential subscribers to "Opt-In" to our database to receive future offers.
Subscribers that make an actual purchase or requested additional information are
added to our email database and our postal database of land addresses. The
typical BonusAmerica subscriber is Web savvy, value minded, 35+ years old with
an annual income that exceeds $40,000.

         In the fourth quarter of 2003, we began marketing and selling general
merchandise such as consumer electronics and hardware which are marketed under
Stanford's private label "AHNSER." AHNSER products are sold through our
BonusAmerica website to our "Opted-In" consumers. As of the date of this Report,
we have not derived significant revenue from sales of AHNSER products on the
BonusAmerica website.

         We believe that one of the distinguishing competitive features of our
BonusAmerica website is our Opted-In database. We market directly to our
database of Opted-In subscribers, which contains approximately 20 million
Opted-In e-mail addresses and 4 million Opted-In postal addresses. Our Opted-In
database consists of subscribers and other parties who have voluntarily elected
to become a BonusAmerica subscriber or to otherwise receive information from us.
We believe that our expertise, experience, infrastructure and ability to build,
expand and manage a large customer database, as well as the database itself, are
major assets.

         We believe that our BonusAmerica website possesses the following
competitive features, which enables us to offer the latest products from
overseas to North American customers at a low price point:

      o     We are able to source products directly from the world's low-cost
            manufacturers and offer them to our subscribers to at low prices
            (usually below $100, free shipping included).

      o     Our products reach the shelf quickly because of our direct link to
            our suppliers.

      o     We offer exciting promotions (such as a free gift) with every order.

      o     We offer a selection of 60-80 items, which are updated constantly.

      o     Operations and customer relations are handled by an in-house staff
            with a goal of a 48-hour turnaround.

         We were profitable in our first full year of operations. For year ended
2003, we generated revenue of $3,711,074 and net income of $282,731. For the
nine months ended September 30, 2004, our Direct Marketing division accounted
for approximately 75% of our total revenue, with retail product sales accounting
for approximately 44% and wholesale product sales accounting for approximately
31% of our total revenue. If we can achieve proper funding, we expect to pursue
aggressive growth of our current business over the next 5 years in the direct
marketing field in North America and China.

         Media and Advertising Division

         In 2003, we began operations of our online media and advertising
distribution network. We generate media and advertising revenue by charging
advertisers for: (i) distributing their advertisements on our online shopping
and coupon portals (B2C); and (ii) allowing them to market directly to our
subscribers in our Opted-In database who have opted to receive offers such as
those offered by the advertisers. Our media and advertising division initially
included www.CouponsRewardsSavings.com. Based upon our original success with
www.CouponsRewardsSavings.com, we expanded our media and advertising division
and developed the following suite of online businesses that make up our
advertising distribution network:

      o     CouponsRewardsSavings.com coupon portal;
      o     More2Save.com coupon portal;
      o     RateAndSave shopping portal;
      o     Consumer Database Rentals (marketing to subscribers in our Opted-In
            database);
      o     TradeDragon;
      o     BonusChina.com entertainment, information and services portal
            (planned); and
      o     Virtual Stores (planned).

                                       9
<PAGE>

         CouponsRewardsSavings.com Portal (under revision and temporarily
inactive). Our CouponsRewardsSavings.com website was established in 2003 and was
the original business in our media and advertising distribution network. This
web site attracted visitors with discounts, free gifts and other promotions. We
generated revenue by charging advertisers each time a visitor opts to receive
information (usually an online coupon or special offer) from that advertiser.
This method of online advertising is referred to as "co-registration." Past
advertisers include the Professional Career Development Institute, GoToMyPC,
Financial Cents News, USA Platinum, ClearCredit, JDate.com, Home Business
Matchmaker and Reunion.com. This portal is temporarily inactive as we are in the
process of revising it at this time. We intend to reactivate
CouponsRewardsSavings.com in the future.

         More2Save.com Portal. More2Save.com is an online coupon portal that
offers shoppers coupons, rewards and savings. We generate revenue by charging
advertisers that post coupons on the website. To receive the coupons, shoppers
must signup (free of charge) and complete a one-time demographic survey. Over
200 coupons were available to consumers at the initial launch of this website in
October 2004. We intend to use our More2Save portal as a means of expanding our
Opt-In database.

         RateandSave.Com Shopping Portal. RateAndSave.com is a consumer-shopping
portal that helps consumers find the best prices on products they are seeking.
The business generates revenue from advertisers via a cost-per-click bidding
model. Through this pay-for-placement bidding system, merchants enter bids for
select advertising positions based on product category. When a consumer searches
for an item, the merchant with the highest bid for that product category gets
top placement in the search result. We anticipate that merchants who are
motivated by the desire for top search ranking will drive the advertising
revenue in the RateAndSave model. RateandSave.com was launched in October, 2004.

         Consumer Database List Rentals. We have a proprietary and growing
"Opted-In" subscriber database of approximately 20 million e-mail and over 4
million postal addresses. Selected advertisers are charged a rental fee each
time one of their sales messages is delivered to an Opted-In subscriber. We
charge advertisers a per email or postal address fee which varies depending upon
the level of screening desired by the advertiser.

         TradeDragon. TradeDragon will be launched in the fourth quarter of 2004
and is a B2B trade portal that connects businesses that desire to trade between
China and the United States. Supplier members are charged a membership fee to
participate in TradeDragon. TradeDragon members connect with each other through
the TradeDragon.com website, which allows them to search for buyers and
suppliers that match their specific requirements.

         TradeDragon initially will target: (i) US-based buyers seeking to buy
from suppliers in China; and (ii) China-based suppliers seeking to sell to the
United States. Thereafter, we intend to target US-based businesses that desire
to conduct business in China through the export of goods and services and/or
establish partnership arrangements with retailing or selling partners in China.
Through our proprietary system called DragonDynamics, we are able to drive both
buyer and seller side traffic to our TradeDragon portal. We intend to generate
revenue from companies that wish to sell to or partner with companies in the US
and/or China through the sale of TradeDragon memberships and ancillary products
and services. Memberships, products and services are sold via direct marketing,
trade publication advertising and through our existing sales force of 30
salespeople who are located throughout six sales offices in China. We intend to
expand our sales force in China to 200 sales personnel in 2005.

         TradeDragon members benefit from our proprietary business system,
DragonDynamics(TM), which drives custom-tailored online business traffic to each
individual member based on that member's specific requirements.
DragonDynamics(TM) was developed internally by us based on a combination of our
proprietary industry knowledge and our direct marketing expertise and other
trade secrets.

         BonusChina.com Portal. We intend to launch www.BonusChina.com in 2005.
BonusChina will be an online portal and will provide entertainment, information
and services to the consumer market in China. We intend to generate revenue by
selling advertising space and services to consumers and advertisers. We believe
that our experience in direct marketing, our relationships with companies in
China and the U.S., our understanding of the Chinese culture and our local
presence in China will enable us to duplicate our success in the Chinese
Internet market.

                                       10
<PAGE>

         Virtual Stores (Planned). We intend to establish a virtual store which
will provide international suppliers with limited U.S. onshore capabilities with
the support necessary to service customers in the United States such as sales
and marketing, warehousing, ordering and shipment and administration. We intend
to build our virtual stores to work with and to expand upon our existing
marketing, sourcing and merchandising infrastructure to limit the amount of
additional expenditures required.

         With our low operating costs and efficient vertical integration, we
believe that our media and advertising business is very scalable and has the
potential to generate high profits. There are typically three significant
barriers to entry to a media and advertising business such as ours: the high
cost associated with and the expertise required to (1) acquire and retain a
database of viable consumers; (2) acquire and retain advertisers and
memberships; and (3) build and maintain an infrastructure capable of operating
an online advertising distribution network. Since 2002, we have invested
significantly in building infrastructure and acquiring and expanding our
"Opted-In" database of viable consumers. Together with our experience in
operating BonusAmerica, we believe that we have built the groundwork necessary
to develop and expand our media and advertising division and have the
infrastructure necessary to continue to pursue our business plan. As such, in
the foreseeable future, we intend to focus our resources on developing and
expanding our online media and advertising sales division as a means of
generating profits.

         For the nine months ended September 30, 2004, our Media and Advertising
division accounted for 25% of our total revenues. We have not yet generated
significant revenue from our RateandSave.com and More2Save.com websites.

         Virtual Store Division

         The concept of our virtual store was initially borne in response to the
needs of our own suppliers desiring to reach U.S. consumers. We believe that:
(i) most small to medium size overseas manufacturers lack the merchandising
know-how; and (ii) they cannot afford to establish a merchandising operation in
North America even if they possess the know-how. As a result, we are planning to
create a virtual store system that will offer companies a turnkey method for
marketing products directly to consumers in the United States. We intend to
build our virtual stores to work with and to expand upon our existing marketing,
sourcing and merchandising infrastructure to limit the amount of additional
expenditures required.

         Sales and Marketing Plan

         A. Direct Marketing. We intend to grow our direct marketing division
through continued new customer acquisition, expanded product mix, affiliate
programs and other traditional marketing and promotional strategies.

         B. Media and Advertising Division. We intend to adopt the following
strategies to expand our RateandSave, More2Save and CouponsRewardsSavings
portals:

      o     Aggressive marketing of our portals to well-known manufacturers and
            distributors of brand name items, Fortune 500 companies and other
            major merchandisers;
      o     Partner with brokers to sell advertising and to increase list
            rentals;
      o     Increase brand awareness of our portals through online advertising
            and affiliate programs; and
      o     Increase Opted-In database through More2Save membership.

         We intend to expand our TradeDragon operations by:

      o     Targeted direct marketing of TradeDragon in China and US;
      o     Expanding our sales force in China to 200 salespeople for
            TradeDragon; and
      o     Adding a US-based TradeDragon sales force in 2005.

                                       11
<PAGE>

         Through SIDC, we have opened six sales offices in China to support
TradeDragon and plan to expand our sales force to over 200 salespeople in China
in 2005. Five of our offices are located in mainland China throughout Guangdong
Province - the manufacturing center, which is responsible for 30% of China's
foreign trade. The sixth office is located in Hong Kong and serves as our China
communications hub.

         We intend to launch a B2C website equivalent of BonusAmerica called
www.BonusChina.com, which will target the Chinese market in the second quarter
of 2005.

         Our Competitors

         We face intense competition in our current operating divisions: direct
marketing and media & advertising. Many of our competitors have substantially
greater financial, manufacturing, marketing, distribution and technical
resources than we do. Our BonusAmerica.com business directly competes with
direct marketers such as Sharper Image (an international and national specialty
retailer-NASDAQ:SHRP) and Hammacher Schlemmer (a New York based catalog
specialty retailer). Our More2Save online coupon and media distribution business
competes with CoolSavings (an online direct marketing and media
company-OTCBB:CSAV). Our RateandSave.com shopping portal competes with
Shopping.com (an online comparison shopping service) and BizRate.com (an online
shopping search engine). Our TradeDragon.com business trading portal competes
with Alibaba.com (a global trade portal and provider of online marketing
services for importers and exporters) and GlobalSources.com (a
business-to-business media company that facilitates global trade, focusing on
the China market-NASDAQ: GSOL).

         Many of our current and potential competitors are larger companies with
greater financial resources, marketing, technical management and other resources
than we do. Some of our competitors have and may continue to use aggressive
pricing or inventory availability practices and devote substantially more
resources to their online operations and system development than us. New
technologies and the expansion of existing technologies may also decrease the
barriers to entry into our business or otherwise increase the competitive
pressure that we face.

         Seasonality

         Except for our business related to our TradeDragon portal, our business
is highly seasonal, with sales peaks in the end-of-year holiday shopping seasons
as well as for Mother's Day, Father's Day and graduation gift-gift giving. A
substantial portion of our total revenues, and all or most of our net earnings,
occur in our fourth fiscal quarter ending December 31. We generally experience
lower revenues during the other quarters and, as is typical in the retail
industry, have incurred and may continue to incur losses in these quarters. In
addition, similar to many retailers, we make merchandising and inventory
decisions for the holiday season well in advance of the holiday selling season.
Accordingly, unfavorable economic conditions or deviations from projected demand
for products during the fourth quarter could have a material adverse effect on
our financial position or results of operations for the entire fiscal year. The
fourth quarter accounted for 30% of total revenues in fiscal year 2003. In
addition, the fourth quarter accounted for a substantial portion of our net
earnings in 2003.

         Facilities

         On March 1, 2004, we began renting warehouse and office facilities
consisting of approximately 5,000 square feet from Stanford (which leases the
premises from Anjac) on a month-to-month basis at $6,000 per month. In July,
2004, our monthly rental obligation decreased to $3,500. During the nine months
ended September 30, 2004, payments to Stanford related to rent were $37,110.

         Employees

         As of September 30, 2004, we employed approximately 20 associates,
approximately 90% of whom were full-time. We consider our associate relations to
be good.

                                       12
<PAGE>

         Available information

         Our Internet address is www.BonusAmerica.com/bacorp. Information on our
Web site is not incorporated into this annual report.


                                       13
<PAGE>

                                  RISK FACTORS

         Risks Related To Our General Operations

         We will need additional capital immediately to expand and develop our
business. We are presently only generating minimal revenue from our Direct
Marketing operations. Until such time as our Direct Marketing and Media and
Advertising divisions generate sufficient revenue to fund our operations, we
will continue to require additional capital to continue and expand our business,
the receipt of which cannot be assured. Currently, we have a monthly burn rate
of approximately $170,000. We believe that we have sufficient capital derived
from the proceeds of our operations to meet our needs for the next 12 months
after September 30, 2004. Our ability to execute our business strategy,
including developing and marketing our TradeDragon, RateandSave and More2Save
portals, depends to a significant degree on our ability to obtain sufficient and
timely future financing.

         Our long-term capital needs are subject to our ability to raise
additional capital and to generate adequate revenue from our products and
services, neither of which can be assured. We are actively seeking additional
funds and may obtain such funds through an additional offering of our equity
securities or by incurring additional indebtedness. We cannot assure you that
any additional funds will be available or that sufficient funds will be
available to us or that funds will be available in a timely way. Additional
funds may not be available on terms acceptable to us or our security holders.
Any future capital that is available may be raised on terms that are dilutive to
our security holders.

         We Have Only Been Operating Our Online Business Since 2002 And Face
Challenges Related To Early Stage Companies In Rapidly Evolving Markets. We
began our online operations in 2002. You should consider our prospects in light
of the risks and difficulties frequently encountered by early stage companies in
the rapidly evolving online commerce market. These risks include, but are not
limited to, an unpredictable business environment, the difficulty of raising
working capital, the difficulty of attracting and retaining qualified management
personnel and the use of our business model. To address these risks, we must,
among other things:

      o     access sufficient capital to fund the implementation of our business
            model;
      o     increase our sales volumes and gross margins while limiting our
            operating expenses;
      o     expand our customer base;
      o     enhance our brand recognition;
      o     expand our product and service offerings;
      o     access sufficient product inventory to fulfill our customers'
            orders;
      o     successfully implement our business and marketing strategy;
      o     provide high quality customer service and order processing;
      o     respond effectively to competitive and technological developments;
            and
      o     attract and retain qualified personnel.

         The Success Of Our Business Depends On The Continued Growth Of The
Internet, Especially in the U.S. and Chinese Markets, As A Viable Commercial
Marketplace. Our success depends upon the widespread acceptance of the Internet
as a vehicle to purchase products. The e-commerce market is at an early stage of
development, and demand and continued market acceptance is uncertain. We cannot
predict the extent to which customers will shift their purchasing habits from
traditional to online retailers. If customers or manufacturers are unwilling to
use the Internet to conduct business and exchange information, our business will
fail. It is possible that the Internet may not become a viable long-term
commercial marketplace due to the potentially inadequate development of the
necessary network infrastructure, the delayed development of enabling
technologies and performance improvements and the high cost of shipping
products. The commercial acceptance and use of the Internet may not continue to
develop at historical rates or may not develop as quickly as we expect. In
addition, concerns over security and privacy may inhibit the growth of the
Internet.

         We Expect That A Significant Portion Of Our Revenues Will Be Generated
From Customers and Suppliers in China and the United States. Current Weakness Of
The Telecommunications And Internet Infrastructure In China Could Harm Our
Business. The quality of some of the telecommunications and Internet
infrastructure and telephone line availability in China is poor. This may
contribute to lower than expected adoption of many of our services and may cause
usage growth and revenues to fall below expectations. In addition, access fees
may be high, which also contributes to low usage and may adversely affect our
growth and revenues potential.

                                       14
<PAGE>

         Customer Concerns Regarding Security May Deter Use Of Our Online
Products And Services And Online Security Risks Could Seriously Harm Our
Business. A significant barrier to e-commerce and online communications is the
secure transmission of confidential information over public networks. Anyone who
is able to circumvent our security measures could misappropriate proprietary
information or cause interruptions in our operations. We may be required to
expend significant capital and other resources to protect against potential
security breaches or to alleviate problems caused by any breach. We rely on
licensed encryption and authentication technology to provide the security and
authentication necessary for secure transmission of confidential information,
including credit card numbers. Advances in computer capabilities, new
discoveries in the field of cryptography, or other events or developments may
result in a compromise or breach of the algorithms that we use to protect
customer transaction data. In the event someone circumvents our security
measures, it could seriously harm our business and reputation, and we could lose
customers. Security breaches could also expose us to a risk of loss or
litigation and possible liability for failing to secure confidential customer
information. Our potential for growth depends on our customers' confidence in
the security of our products and services.

         If Our Portals Or Other Services On Our Online Portals Contain Defects,
We May Need To Suspend Further Sales And Services Until We Fix The Defects, And
Our Reputation Could Be Harmed. Our portals depend on software that is complex
and that may contain unknown and undetected defects, errors or performance
problems. We may not discover defects, errors or performance problems that
affect our new or current services or enhancements until after they are
deployed. These defects, errors or performance problems could force us to
suspend sales and services or cause service interruptions which could damage our
reputation or increase our service costs, cause us to lose revenues, delay
market acceptance or divert our development resources, any of which could
severely harm our business.

         The Failure Of Outside Parties To Meet Our Service Level And
Information Accuracy Expectations May Make Our Services Less Attractive To
Customers And Harm Our Business. We rely on outside parties for some
information, licenses, product delivery and technology products and services. We
rely on third parties to support, enhance and develop our products and services.
Services provided by third parties include maintaining our communications lines
and managing our network data centers and website development. These
relationships may not continue or we may not be able to develop additional
third-party relationships on acceptable commercial terms, which could cause
customer dissatisfaction and/or a delay in the launch of new features or
services. We have no control over the accuracy, timeliness or effectiveness of
the information, products and services of these outside parties. As a result of
outside party actions, we may fail to provide accurate, complete and current
information to our customers in a timely and satisfactory manner.

         System Interruption and the Lack of Integration and Redundancy in Our
Systems May Affect Our Sales. Our business depends on the efficient and
uninterrupted operation of our computer and communications hardware systems.
Customer access to our websites directly affects the volume of goods we sell and
the services we offer and thus affects our net sales. Any system interruptions
that cause any of our portals or online sites to be unavailable may drive away
buyers and reduce the attractiveness of these sites to advertisers and could
adversely affect our business, financial condition and operating results. We
maintain our computer systems on-site at our offices in Los Angeles and China
and off-site with third party vendors in the United States and China.

         Our computer and communications systems and operations could be damaged
or interrupted by fire, flood, power loss, telecommunications failure,
earthquakes, acts of war or terrorism, acts of God, computer viruses, physical
or electronic break-ins, and similar events or disruptions. Any of these events
could cause system interruption, delays, and loss of critical data, and could
prevent us from accepting and fulfilling customer orders. Should this occur, it
would make our product offerings less attractive to our customers and our
service offerings less attractive to third parties. While we do have backup
systems for certain aspects of our operations, our systems are not fully
redundant and our disaster recovery planning may not be sufficient for all
eventualities. In addition, we may have inadequate insurance coverage or
insurance limits to compensate us for losses from a major interruption. If any
of this were to occur, it could damage our reputation and be expensive to
remedy.

                                       15
<PAGE>

         We May Be Subject To Legal Liability For Publishing Or Distributing
Content Over The Internet. We may be subject to legal claims relating to the
content on our websites, or the downloading and distribution of such content, as
well as legal claims arising out of the products or companies featured in our
trade publications and tradeshows. Claims could involve matters such as libel
and defamation, patent, trademark, copyright and design infringement, fraud and
invasion of privacy. Media companies have been sued in the past, sometimes
successfully, based on the content published or made available by them. In
addition, some of the content provided on our websites may be manually entered
from data compiled by other parties, including governmental and commercial
sources, and this data may have errors, or we may introduce errors when entering
such data.

         We Could Be Liable for Unlawful or Fraudulent Activities by Users of
Our Online Portals. In operating our online portals such as BonusAmerica,
RateandSave and More2Save, and portals, we rely on participants to make accurate
representations and provide reliable delivery, and on buyers to pay the agreed
purchase price. We may be unable to prevent users of our online portals from
making unlawful representations, selling unlawful goods, or from selling goods
in an unlawful manner. We may face civil or criminal liability for unlawful and
fraudulent activities by our users under U.S. laws and the laws and regulations
of other countries. In addition, if we are unsuccessful in preventing our users
from providing content that is either illegal or that violates the proprietary
rights of others, it may result in liability to us. Any costs we incur as a
result of liability relating to the sale of unlawful goods, the unlawful sale of
goods, the fraudulent receipt of goods, or the fraudulent collection of payments
could harm our business.

         If our content is improperly used or if we supply incorrect
information, third parties may take legal action against us. In addition, we may
violate usage restrictions placed on text or data that is supplied to us by
third parties. Our insurance may not cover claims of this type, or may not
provide sufficient coverage, which could harm our reputation and operating
results.

         If We Do Not Respond To Technological Change, Our Online Stores And
Portals Could Become Obsolete, And We Could Lose Customers. The Internet and the
e-commerce industry are characterized by rapid technological change, changes in
customer requirements and preferences, frequent new product and service
introductions embodying new technologies, and the emergence of new industry
standards and practices. To remain competitive, we must continue to enhance and
improve the responsiveness, functionality and features of our online stores. If
we are unable to maintain our existing systems and create a positive customer
experience, our revenues may decline and our business will suffer.

         The evolving nature of the Internet could also render our existing
online stores and systems obsolete. Our success will depend, in part, on our
ability to:

      o     license or acquire leading technologies useful in our business;
      o     enhance our existing online stores;
      o     enhance our network infrastructure and transaction processing
            systems;
      o     develop new services and technology that address the increasingly
            sophisticated and varied needs of our current and prospective
            customers; and
      o     adapt to technological advances and emerging industry and regulatory
            standards and practices in a cost-effective and timely manner.

         Future advances in technology may not be beneficial to, or compatible
with our business. Furthermore, we may not use new technologies effectively or
adapt our Web site and transaction processing systems to customer requirements
or emerging industry standards on a timely basis, or at all, depending on our
financial condition. If we are unable to adapt to changing market conditions or
user requirements in a timely manner, our online stores may become obsolete and
we will lose customers.

         We May Be Unable To Protect Our Internet Domain Names, Which Are
Essential To Our Business. Our Internet Domain Names Are Critical To Our Brand
Recognition And Our Overall Success. We have many registered domain names
relating to our brand, including BonusAmerica.com, TradeDragon, RateandSave and
More2Save. The acquisition and maintenance of domain names generally are
regulated by governmental agencies and their designees. The regulation of domain
names in the United States and in foreign countries has changed and is subject
to further change in the future. As a result, we may be unable to acquire or
maintain relevant domain names in the United States and in other countries where
we conduct business. Furthermore, we may be unable to protect our domain names
or prevent third parties from acquiring domain names that are similar to,
infringe upon or otherwise decrease the value of our domain names, trademarks
and other intellectual property rights. If we are unable to protect these domain
names, our competitors could capitalize on our brand recognition and create
confusion that diverts traffic to other websites away from our online services,
thereby adversely affecting our business

                                       16
<PAGE>

         We May Not Be Able to Adequately Protect Our Intellectual Property
Rights, Which May Reduce Our Ability To Compete And May Divert Our Resources. We
regard our trademarks, service marks, copyrights, patents, trade dress, trade
secrets, proprietary technology, and similar intellectual property as critical
to our success, and we rely on trademark, copyright, and patent law, trade
secret protection, and confidentiality and/or license agreements with our
employees, customers, partners, and others to protect our proprietary rights.
Effective trademark, service mark, copyright, patent, and trade secret
protection may not be available in every country in which our products and
services are made available online.

         Policing unauthorized use of our proprietary rights is inherently
difficult, and we may not be able to determine the existence or extent of any
such unauthorized use. The protection of our intellectual property may require
the expenditure of significant financial and managerial resources. Moreover, we
cannot be certain that the steps we take to protect our intellectual property
will adequately protect our rights. We cannot determine whether future patent,
service mark or trademark applications, if any, will be granted. No certainty
exists as to whether our current intellectual property or any future
intellectual property that we may develop will be challenged, invalidated or
circumvented or will provide us with any competitive advantages. We cannot be
certain that others will not independently develop or otherwise acquire
equivalent or superior technology or other intellectual property rights. If
others are able to develop or use business systems, technologies and/or content
we have developed, our competitive position may be negatively affected.

         Litigation may be necessary to enforce our intellectual property
rights, protect trade secrets, determine the validity and scope of the
proprietary rights of others, or defend against claims of infringement or
invalidity. Intellectual property laws provide limited protection. Moreover, the
laws of some foreign countries do not offer the same level of protection for
intellectual property as the laws of the United States. In addition, we may be
unable to detect unauthorized use of our intellectual property. Litigation may
result in substantial costs and diversion of resources, regardless of its
outcome, which may limit our ability to develop new services and compete for
customers.

         If Third Parties Claim That We Infringe Upon Their Intellectual
Property Rights, Our Ability To Use Technologies And Products May Be Limited,
And We May Incur Substantial Costs To Resolve These Claims. Litigation regarding
intellectual property rights is common in the Internet industry. Defending
against these claims could be expensive and divert our attention from operating
our business. If we become liable to third parties for infringing their
intellectual property rights, we could be required to pay substantial damage
awards and be forced to develop non-infringing technology, obtain a license or
cease using the products and services that contain the infringing technology or
content. We may be unable to develop non-infringing technology or content or to
obtain a license on commercially reasonable terms, or at all.

         We may also be named as a defendant in litigation alleging infringement
of intellectual property rights by our customers. We may be required to defend
ourselves and our customers against infringement claims. In the event of a claim
of infringement, we and our customers may be required to pay significant damages
or obtain one or more licenses from third parties, and we may be unable to
obtain necessary licenses at a reasonable cost or at all. Inability to obtain
licenses may prevent us from offering products and services, which may limit our
revenues.

         We May Not Be Successful in Our Efforts to Expand into International
Market Segments. We plan, over time, to continue to expand our reach in
international market segments. It is costly to establish international
facilities and operations, promote our brand internationally and develop
localized websites, stores, and other systems. We may experience difficulty
entering or expanding into new international markets due to greater regulatory
barriers, the necessity of adapting to new regulatory systems and problems
related to entering new markets with different cultural bases and political
systems. We may not succeed in our efforts. Our net sales from international
market segments may not offset the expense of establishing and maintaining the
related operations and, therefore, these operations may not be profitable on a
sustained basis.


                                       17
<PAGE>

         Our international sales and related operations are subject to a number
of risks inherent in selling abroad, including, but not limited to, risks with
respect to:

      o     foreign exchange rate fluctuations;
      o     local economic and political conditions;
      o     restrictive governmental actions (such as trade protection measures,
            including export duties and quotas and custom duties and tariffs and
            those that may limit the our ability to sell certain products,
            provide certain services or repatriate profits to the United
            States);
      o     import or export licensing requirements;
      o     limitations on the repatriation of funds;
      o     difficulty in obtaining distribution and support;
      o     nationalization;
      o     longer receivable cycles;
      o     consumer protection laws and restrictions on pricing or discounts;
      o     lower level of adoption or use of the Internet and other
            technologies vital to our business and the lack of appropriate
            infrastructure to support widespread Internet usage;
      o     lower level of credit card usage and increased payment risk;
      o     difficulty in developing and simultaneously managing a larger number
            of unique foreign operations as a result of distance, language, and
            cultural differences;
      o     laws and policies of the U.S. and other jurisdictions affecting
            trade, foreign investment, and loans;
      o     tax and other laws of the U.S. and other jurisdictions; and
      o     geopolitical events, including war and terrorism.

These factors could result in a delay in or disruption of the delivery of our
inventory and could have the consequences described above, any of which could
have a material adverse effect on us. As we continue to expand our international
operations, these and other risks associated with international operations are
likely to increase.

         We may be subject to foreign currency risks. We expect that a
significant portion of our future revenues will be generated from customers and
suppliers in China and Hong Kong. Because we operate internationally, foreign
exchange rate fluctuations may have a material impact on our results of
operations. To the extent significant currency fluctuations occur in Asian
currencies, our revenues and profits would be affected. Upon translation, net
sales and other operating results may differ materially from expectations, and
we may record significant transaction gains or losses on the remeasurement of
our balances. The currencies giving rise to this risk are primarily Chinese Yaun
and the Hong Kong Dollar. We do not hedge our foreign currency risk. While we
believe our current foreign currency risk to be minimal, there is no assurance
that our risk will not increase, especially in light of our business strategy to
expand our international operations. Even if we do adopt a policy of hedging
against our foreign currency risks, there is no assurance that such policy will
be successful. Our failure to successfully hedge against foreign currency risks
may increase our expenses and have a negative impact on our financial condition.

         Our Growth Could Strain Our Resources, And If We Are Unable To
Implement Appropriate Controls And Procedures To Manage Our Growth, We May Not
Be Able To Successfully Implement Our Business Plan. Our growth strategy
primarily includes the following components:

      o     Expand our customer base for database rentals;
      o     Establish More2Save, RateandSave and TradeDragon portals; and
      o     Broaden our sales and marketing channels.

We plan to increase substantially the number of sales representatives in China
in order to pursue our business objectives. Such growth may place a significant
strain on our management, operational, and financial resources. Our success will
depend in part upon the ability of our senior management to implement and manage
this growth effectively. To do this, new representatives must be recruited and
trained. If our new representatives perform poorly, or if their training and
management is unsuccessful, our business may be harmed. To manage the expected
growth of our operations, we will need to continue to improve our operational,
financial and management controls and our reporting systems and procedures. If
we fail to manage our growth successfully, we will be unable to execute our
business plan.

                                       18
<PAGE>

         The Loss Of One Or More Of Our Executive Officers Or Key Employees,
Either To A Competitor Or Otherwise, Could Harm Our Business. Our executive
officers and key employees are critical to our business. Our executive officers
and key personnel may not remain with us and their loss may negatively impact
our operations, and may reduce our revenues and cash flows. In particular, the
services of Michael Mak, our chief executive officer and director and John A.
Leper, our Secretary and director, are important to our operations. If
competitors hire our key personnel, it could allow them to compete more
effectively by diverting customers from us and facilitating more rapid
development of their competitive offerings. We compete for qualified personnel
with other companies, academic institutions, government entities and
organizations. We cannot assure you that we will be successful in hiring or
retaining qualified personnel. The loss of key personnel, or an inability to
hire or retain qualified personnel or consultants, could have a material adverse
effect on our business, financial condition and results of operations. We do not
maintain key man insurance on any of our executive officers.

         Risks Related to Government Regulation

         Evolving Regulation Of The Internet And Commercial E-Mail May Affect Us
Adversely. As Internet commerce continues to evolve, increasing regulation by
federal, state or foreign agencies becomes more likely. Such existing and future
laws and regulations may impede the growth of the Internet or other online
services. These regulations and laws may cover taxation, user privacy, data
protection, pricing, usage fees, content, copyrights, distribution, electronic
contracts and other communications, consumer protection, the provision of online
payment services, broadband residential Internet access, online advertising and
marketing, and the characteristics and quality of products and services. It is
not clear how existing laws governing issues such as property ownership, sales
and other taxes, libel, and personal privacy apply to the Internet and
e-commerce. Strict legal prohibitions on the transmission of unsolicited
commercial email, coupled with aggressive enforcement, could reduce our ability
to promote our services and our ability to facilitate communications between
suppliers and buyers and, as a result, adversely affect our business. Any
regulation imposing greater fees for Internet use or restricting information
exchange over the Internet could result in a decline in the use of the Internet
and the viability of Internet-based services, which could harm our business and
operating results. The adoption or modification of laws or regulations relating
to the Internet may harm our business by increasing our costs and administrative
burdens. Moreover, the applicability of existing laws to the Internet is
uncertain with regard to many important issues, including property ownership,
intellectual property, export of encryption technology, libel and personal
privacy. The application of laws and regulations from jurisdictions whose laws
do not currently apply to our business, or the application of existing laws and
regulations to the Internet and other online services, could also harm our
business.

         We may be subject to liability for sales and other taxes. We currently
collect sales or other similar taxes on the shipment of goods in the State of
California. However, one or more states could seek to impose additional income
tax obligations or sales tax collection obligations on out-of-state companies,
such as ours, which engage in or facilitate online commerce. Our fulfillment
center, along with other aspects of our evolving business, may result in
additional sales and other tax obligations. One or more states or foreign
countries may seek to impose sales or other tax collection obligations on
out-of-jurisdiction companies that engage in e-commerce. Any new taxes on the
sale of products and services through the Internet or the income derived from
these sales could result in substantial tax liabilities for past sales, decrease
our ability to compete with traditional retailers, impair the growth of
e-commerce and adversely affect our ability to become profitable. Furthermore,
since our service is available over the Internet in multiple states and in
foreign countries, these jurisdictions may require us to qualify to do business
in these states and foreign countries. If we fail to qualify in a jurisdiction
that requires us to do so, we could face liabilities for taxes and penalties.

         Currently, decisions of the U.S. Supreme Court restrict the imposition
of obligations to collect state and local sales and use taxes with respect to
sales made over the Internet. However, a number of states, as well as the U.S.
Congress, have been considering various initiatives that could limit or
supersede the Supreme Court's position regarding sales and use taxes on Internet
sales. If any of these initiatives addressed the Supreme Court's constitutional
concerns and resulted in a reversal of its current position, we could be
required to collect sales and use taxes in states other than Washington, North
Dakota, and Kansas. The imposition by state and local governments of various
taxes upon Internet commerce could create administrative burdens for us and
could decrease our future sales.

                                       19
<PAGE>

         Risks Related To Our Direct Marketing Business.

         Our Business Model Is New And Unproven, And We May Not Be Able To
Achieve Profitability. We are subject to risks due to the unproven and evolving
nature of our business model and aggressive pricing strategy. The success of our
business model depends on the volume of customers that visit our Web site and
purchase our products, as well as our ability to generate significant online
advertising revenues. To this end, we have worked hard to build our brand name
and enhance our customer loyalty by selling our products at low prices and
maintaining low gross margins on our product sales. We intend to implement
various strategies to improve our gross margins going forward, which may include
raising prices on products and product categories from time to time.

         To the extent we raise the prices on our merchandise, our product sales
may decline. We may also have to increase our prices if distributors receive
pressure from manufacturers to discontinue sales to us as a result of our low
price strategy. If the amount of traffic to our Web site decreases due to price
increases, a reduced marketing budget, a weakening demand for our lifestyle
products or otherwise, we may become less attractive to our current and
potential advertisers. As a result, our margins and advertising revenues may
decline.

         Our ability to achieve profitability also depends on our ability to
effectively manage our operating costs. If we are unable to manage our operating
expenses, increase our gross margins and increase our sales volumes, we will be
unable to achieve profitability.

         If We Fail To Continuously Offer New Merchandise That Our Customers
Find Attractive, The Demand For Our Products May Be Limited. In order to meet
our strategic goals, we must successfully offer our customers new, innovative
and high quality products on a continuous basis. Our product offerings must be
affordable, useful to the customer, well made, distinctive in design and not
widely available from other retailers. We cannot predict with certainty that we
will be able to successfully offer products that meet these requirements in the
future. Some products or a group of related products can produce sales volumes
that are significant to our total sales volume in a particular period.

         If other retailers, especially department stores or discount retailers,
offer the same products or products similar to those we sell, or if our products
become less popular with our customers, our sales may decline or we may decide
to offer our products at lower prices. If customers buy fewer of our products or
if we have to reduce our prices, our revenues and earnings will decline.

         Our products must appeal to a broad range of consumers whose
preferences we cannot predict with certainty and may change between sales
seasons. If we misjudge either the market for our products or our customers'
purchasing habits, our sales may decline, our inventories may increase or we may
be required to sell our products at lower prices. This would have a negative
effect on our business.

         If We Do Not Maintain Sufficient Inventory Levels, Or If We Are Unable
To Deliver Our Products To Our Customers In Sufficient Quantities, Our Operating
Results Will Be Adversely Affected. We are exposed to significant inventory
risks as a result of new product launches, rapid changes in product cycles and
changes in consumer tastes with respect to our products. We must be able to
deliver our merchandise in sufficient quantities to meet the demands of our
customers and deliver this merchandise to customers in a timely manner. We must
be able to maintain sufficient inventory levels, particularly during the peak
holiday selling seasons. If we fail to achieve these goals, we may be unable to
meet customer demand, and our future results will be adversely affected if we
are not successful in achieving these goals. In order to be successful, we must
accurately predict these trends and avoid overstocking or under-stocking
products. Demand for products, however, can change significantly between the
time inventory is ordered and the date of sale. In addition, when we begin
selling a new product, it is particularly difficult to forecast product demand
accurately. A failure to optimize inventory within our fulfillment network will
harm our shipping margins by requiring us to make split shipments from one or
more locations, complimentary upgrades, and additional long-zone shipments
necessary to ensure timely delivery. The acquisition of certain types of
inventory, or inventory from certain sources, may require significant lead-time
and prepayment, and such inventory may not be returnable. We carry a broad
selection and significant inventory levels of certain products, such as consumer
electronics, and we may be unable to sell products in sufficient quantities or
during the relevant selling seasons. Any one of the inventory risk factors set
forth above may adversely affect our operating results.

                                       20
<PAGE>

         Our Future Growth Will Be Substantially Dependent On The Continued
Increase In Sales Growth Of Existing Core And New Products, While At The Same
Time Maintaining Or Increasing Our Current Gross Margin Rates. We cannot predict
whether we will be able to increase the growth of existing core and new products
or successfully introduce new products, increase our revenue level or maintain
or increase our gross margin rate in future periods. Failure to do so may
adversely affect our stock price.

         We Are Dependent On The Success Of Our Advertising And Direct Marketing
Efforts And Our Profitability Will Be Adversely Affected By Increased Costs
Associated With These Efforts. Our revenues depend in part on our ability to
effectively market and advertise our products through our direct marketing
operations. Increases in advertising costs may limit our ability to advertise
without reducing our profitability. If we decrease our advertising efforts due
to increased advertising costs, restrictions placed by regulatory agencies or
for any other reason, our future operating results may be materially adversely
affected. We may also utilize other advertising media, such as television
infomercials, radio and single product mailings. Our advertising expenditures
increased by approximately $92,158 or 27% in fiscal 2003 from the prior fiscal
year. While we believe that increased expenditures on these and other media have
resulted in increased revenues during fiscal 2003, we cannot assure you that
this trend will continue in the future. If our advertising is ineffective and
our increased advertising expenditures do not result in increased sales volumes,
our sales and profits will be adversely affected. We expect to continue to spend
on advertising and marketing at increased levels in the future, but may not
continue to produce a sufficient level of sales to cover such expenditures,
which would reduce our profitability.

         We Must Continue To Develop And Maintain The BonusAmerica Brand, Which
Is Costly And May Not Generate Corresponding Revenues. Maintaining and
strengthening the BonusAmerica brand is an important factor in attracting new
customers, building customer loyalty and attracting advertisers. In the past,
our initiatives have involved significant expenditures. However, to achieve
positive operating cash flow, we have reduced the resources allocated to our
promotional strategies. We cannot be certain that our reduced marketing budget
will successfully drive customer acquisition or that this allocation of
resources will provide additional revenues equal to this dedication of our
resources. If our remaining promotional efforts are unsuccessful, we may not be
able to recover these expenses or increase our revenues or margins consistent
with our operating plan. Further, we also believe potential customers and
advertisers are driven to our online store because of our strong brand
recognition. If advertisers do not believe our Web site is an effective
marketing and sales channel for their merchandise, or if customers do not
perceive us as offering a desirable way to purchase merchandise, our branding
efforts will suffer and we may lose customers.

         Our ability to build and strengthen the BonusAmerica brand depends
largely on:

      o     our ability to allocate sufficient marketing dollars on our
            advertising and promotional efforts given our financial position;
      o     the success of our advertising and promotional efforts;
      o     our ability to provide our customers with a broad range of products
            at competitive prices with timely fulfillment; and our ability to
            provide high quality customer service.

         Our Distribution And Fulfillment Operations Are Located In Los Angeles,
California. Any Disruption Of The Operations In Our Center Could Hurt Our
Ability To Make Timely Delivery Of Our Products. We conduct our distribution
operations and Internet order processing fulfillment functions from our facility
in Los Angeles, California which we lease. As such, we have only a limited
ability to reroute orders to third parties for drop-shipping. Any disruption in
the operations at any distribution center, particularly during the holiday
shopping season, could result in late delivery of products and make it difficult
to meet customer demand for our products. If we do not successfully operate our
fulfillment centers, it could significantly limit our ability to meet customer
demand. Because it is difficult to predict demand, we may not manage our
facilities in an optimal way, which may result in excess or insufficient
inventory, and warehousing, fulfillment, and distribution capacity. A failure to
optimize inventory in our fulfillment network will harm our shipping margins by
requiring us to make long-zone shipments or partial shipments from one or more
locations. In addition, we rely upon third party carriers for our product
shipments, including shipments to and from our distribution and fulfillment
centers to our customers. As a result, we are subject to certain risks,
including employee strikes, inclement weather, fire, flood, power loss,
earthquakes, labor disputes, acts of war or terrorism, or acts of God,
associated with such carriers' ability to provide delivery services to meet our
shipping needs.

                                       21
<PAGE>

         A Significant Portion Of Our Sales Force And Suppliers Are Located In
Hong Kong And China. Our Business Would Be Adversely Affected If Our Suppliers
Are Not Able To Meet Our Demand And Alternative Sources Are Not Available. We
rely partially on a select group of contract manufacturers, most of whom are
located in Asia (primarily China), to produce our products in sufficient
quantities to meet customer demand and to obtain and deliver these products to
our customers in a timely manner. These arrangements are subject to the risks of
relying on products manufactured outside the United States, including political
unrest and trade restrictions, local business practice and political issues,
including issues relating to compliance with domestic or international labor
standards, currency fluctuations, work stoppages, economic uncertainties,
including inflation and government regulations, availability of raw materials
and other uncertainties. If we are unable to successfully obtain and timely
deliver sufficient quantities of these products, our operating results may be
adversely affected. There is increasing political pressure on China to permit
the exchange rate of its currency, the Yuan, to float against the dollar.
Although substantially all of our supply contracts in China are denominated in
dollars, our suppliers could attempt to renegotiate these contracts if the
Yuan/dollar exchange rate were to change.

         Some Of Our Smaller Vendors Have Limited Resources, Limited Production
Capacities And Limited Operating Histories. We have no long-term purchase
contracts or other contracts that provide continued supply, pricing or access to
new products and any vendor or distributor could discontinue selling to us at
any time. We compete with many other companies for production facilities and
import quota capacity. We cannot assure you that we will be able to acquire the
products we desire in sufficient quantities or on terms that are acceptable to
us in the future. In addition, we cannot assure you that our vendors will make
and deliver high quality products in a cost-effective, timely manner. We may
also be unable to develop relationships with new vendors.

         We Depend On The Ability Of Third Parties To Timely Deliver Sufficient
Quantities Of Products And Our Business Can Be Harmed By Work Stoppages Or Other
Interruptions To Delivery Of Products. All products we purchase from our vendors
in Asia must be shipped to our distribution center by freight carriers. We
cannot assure you that we will be able to obtain sufficient freight capacity on
a timely basis and at favorable rates. Our inability to acquire suitable
products in a cost-effective, timely manner or the loss of one or more key
vendors or freight carriers could have a negative effect on our business.

         We maintain a merchandise return policy, which allows customers to
return their merchandise, and as a result, excessive merchandise returns could
harm our business. We make allowances for returns of Internet sales in our
financial statements based on historical return rates. We cannot assure you that
actual merchandise returns will not exceed our allowances. In addition, because
our allowances are based on historical return rates, we cannot assure you that
the introduction of new products, increased sales over the Internet, changes in
our merchandise mix or other factors will not cause actual returns to exceed
return allowances. Any significant increase in merchandise returns that exceed
our allowances could have a material adverse effect on our future results.

         The Seasonality of Our Business May Place Increased Strain on Our
Operations. We expect a disproportionate amount of our net sales to be realized
during the fourth quarter of our fiscal year. Due to this seasonality, our
operating results for any one period may not be indicative of our operating
results for the full fiscal year. Internet usage generally slows during the
summer months, and sales in almost all of our product groups usually increase
significantly in the fourth calendar quarter of each year. Like other retailers,
we typically make merchandising and purchasing decisions well in advance of the
holiday shopping season. If we do not stock popular products in sufficient
amounts or fail to have sources to timely restock popular products, such that we
fail to meet customer demand, it could significantly affect our revenue and our
future growth. If we overstock products, we may be required to take significant
inventory markdowns or write-offs, which could reduce gross profits. A failure
to optimize inventory in our U.S. fulfillment network will harm our shipping
margins by requiring us to make long-zone shipments or partial shipments from
one or more locations. Orders from each of our internationally focused websites
are fulfilled primarily from a single fulfillment center, and we have only a
limited ability to reroute orders to third parties for drop-shipping. We may
experience a decline in our shipping margins due to complimentary upgrades,
split-shipments, and additional long-zone shipments necessary to ensure timely
delivery, especially for the holiday season. If too many customers access our
websites within a short period of time due to increased holiday or other demand,
we may experience system interruptions that make our websites unavailable or
prevent us from efficiently fulfilling orders, which may reduce the volume of
goods we sell and the attractiveness of our products and services. In addition,
we may be unable to adequately staff our fulfillment centers during these peak
periods and third parties that provide fulfillment services to our customers may
be unable to meet the seasonal demand.

                                       22
<PAGE>

         We generally have payment terms with our vendors that extend beyond the
amount of time necessary to collect proceeds from our customers. As a result of
holiday sales, at December 31 of each year, our cash, cash equivalents, and
marketable securities balances reach their highest level (other than as a result
of cash flows provided by or used in investing and financing activities). This
operating cycle results in a corresponding increase in accounts payable. Our
accounts payable balance could decline during the first three months following
year-end, which will result in a decline in the amount of cash, cash
equivalents, and marketable securities on hand.

         We May Be Subject to Product Liability Claims if People or Property Are
Harmed by the Products We Sell. Some of the products we sell may expose us to
product liability claims relating to personal injury, death, or property damage
caused by such products, and may require us to take actions such as product
recalls. Certain businesses and individuals also sell products using our
e-commerce platform that may increase our exposure to product liability claims,
such as if these sellers do not have sufficient resources to protect themselves
from such claims. Although we maintain liability insurance, we cannot be certain
that our coverage will be adequate for liabilities actually incurred or that
insurance will continue to be available to us on economically reasonable terms,
or at all. In addition, some of our vendor agreements with our suppliers and
third party sellers do not indemnify us from product liability.

         We Experience Intense Competition In The Rapidly Changing Retail
Markets And If We Are Unable To Compete Effectively, We May Not Be Able To
Maintain Profitability. The e-commerce market is new, rapidly evolving and
intensely competitive. Many of our current and potential competitors have longer
operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing, technical, management and other
resources than we do. Some of our competitors have and may continue to use
aggressive pricing or inventory availability practices and devote substantially
more resources to Web site and system development than us. We expect that
competition will further intensify in the future. New technologies and the
expansion of existing technologies may also increase the competitive pressure we
face. Increased competition may result in reduced operating margins, loss of
market share and diminished brand recognition.

         Our Direct Marketing division principally competes with a variety of
department stores, sporting goods stores, discount stores, specialty retailers
and other catalogs that offer products similar to or the same as our products.
Many of our competitors are larger companies with greater financial resources, a
wider selection of merchandise and greater inventory availability and offer the
convenience of one-stop shopping. Specialty retailers, such as electronics
stores, may offer only a certain category of products but often offer a wider
range of selection within a particular category of product. Discount stores may
offer analogous products at lower price points. We offer a more limited range of
products compared to our competitors, and if we are unable to anticipate the
preferences of our customers and effectively market and our BonusAmerica brand
or if we experience increased competition, our business and operating results
could be adversely affected.

         We may increasingly compete with major Internet retailers. Other
companies in the retail and e-commerce service industries may enter into
business combinations or alliances that strengthen their competitive positions.
As various Internet market segments obtain large, loyal customer bases,
participants in those segments may expand into the market segments in which we
operate. In addition, new and expanded Web technologies may further intensify
the competitive nature of online retail. As the international e-commerce channel
continues to grow, our competition will likely intensify and expand to include
local companies. Local companies may have a substantial competitive advantage
because of their greater understanding of, and focus on, the local customer, as
well as their more established local brand name recognition.

         The U.S. retail industry, the specialty retail industry in particular,
and e-commerce sector are dynamic in nature and have undergone significant
changes over the past several years. The nature of the Internet as an electronic
marketplace facilitates competitive entry and comparison shopping and renders it
inherently more competitive than conventional retailing formats. This increased
competition may reduce our sales, operating profits, or both. Our ability to
anticipate and successfully respond to continuing challenges is critical to our
long-term growth and we cannot assure you that we will anticipate and
successfully respond to changes in the retail industry and e-commerce sectors.

                                       23
<PAGE>

         We would also realize significant competitive pressure if any of our
distribution providers were to initiate their own retail operations. Since our
distributors have access to merchandise at very low costs, they could sell
products at lower prices and maintain a higher gross margin on their product
sales than we can. In this event, our current and potential customers may decide
to purchase directly from these distributors. Increased competition from any
distributor capable of maintaining high sales volumes and acquiring product at
lower prices than us could significantly reduce our market share.

         Poor Economic Conditions May Reduce Consumer Spending On Discretionary
Retail Products Such As The Ones We Offer. Consumer spending patterns,
particularly discretionary spending for products such as ours, are affected by,
among other things, prevailing economic conditions, stock market volatility,
threats of war, acts of terrorism, wage rates, interest rates, inflation,
taxation, consumer confidence and consumer perception of economic conditions.
General economic, political and market conditions, such as recessions, may
adversely affect our business results and the market price of our common stock.
We may not be able to accurately anticipate the magnitude of these effects on
future quarterly results.

         Risks Related to Our Media and Advertising Business

         The U.S. And Chinese Markets Are Key To Our Current And Future Revenue
Growth, And Political Instability In This Market Could Reduce Our Revenue And
Seriously Harm Our Business. After the launch of our TradeDragon and BonusChina
portals, we anticipate that a significant portion of our customers and our
revenues will be derived from the Chinese and U.S. markets. We believe our
operations in China will continue to grow for the next several years. We believe
that our current and future dependence on the U.S. and Chinese markets and their
revenues is significant, and adverse political changes in the U.S. or China may
harm our business and cause our revenues to decline.

         If Our Current And Potential Customers Are Not Willing To Use Our
Services Provided By Our Portals, We May Not Attract And Retain A Critical Mass
Of Customers. Our services will be attractive to suppliers and advertisers only
if buyers use our services to identify suppliers and purchase their products.
The content, products and suppliers currently available on our websites and
other media or made available by suppliers may not be sufficient to attract and
retain buyers. If buyers and suppliers do not accept our online services and
other media, or if we are unable to attract and retain a critical mass of buyers
and suppliers for our online services and other media, our business will suffer
and our revenues may decrease. None of the advertisers or suppliers that
currently pay to advertise on our portals are under any long-term contractual
obligation to continue using our services. There is no assurance that our
advertisers or suppliers will renew their contracts with us. If we cannot
replace non-renewing customers with new customers, our business could be
adversely affected.

         If We Are Not Able To Generate Significant Advertising Revenue, We May
Not Be Able To Achieve Profitability. Our future success will depend in part on
the willingness of product manufacturers and other advertisers to advertise on
our Web site. There is significant uncertainty about the demand for and market
acceptance of Internet advertising. We cannot assure you that the market for
Internet advertising will expand, become sustainable or that we will be able to
continue to provide an attractive forum for advertisers. If the market for
Internet advertising fails to develop or if we do not provide an attractive
forum for advertisers, our business may not achieve profitability. Because our
advertising revenues carry higher gross margins than our product sales, any
decline in our advertising revenues would have a disproportionate impact on our
overall gross margin. If our advertising revenues decline, we may not be able to
replace these revenues through other programs or through our product sales, and
we may be unable to achieve profitability.

         If We Are Unable To Compete Effectively, We Will Lose Current Customers
And Fail To Attract New Customers. Our Media and Advertising division faces
intense competition. Barriers to entry are minimal, and competitors are able to
launch new websites and other media at a low cost. Competition is likely to
result in price reductions, reduced margins and loss of market share, any one of
which may harm our business. We compete for our share of customers' marketing
and advertising budgets with other online marketplaces. Competitors vary in
size, geographic scope, industries served and breadth of the products and
services offered. We may encounter competition from companies which offer more
comprehensive content, services, functionality and/or lower prices.

                                       24
<PAGE>

         Many of our current and potential competitors may have greater
financial, technical, marketing and/or other resources and experience and
greater name recognition than we have. In addition, many of our competitors may
have established relationships with one another and with our current and
potential suppliers and buyers and may have extensive knowledge of our industry.
Current and potential competitors have established or may establish cooperative
relationships with third parties to increase the ability of their products to
address customer needs. Accordingly, our competitors may develop and rapidly
acquire significant market share.

         Our Business Could Suffer if We Are Unsuccessful in Making,
Integrating, and Maintaining Commercial Agreements, Strategic Alliances, and
Other Business Relationships. We may enter into commercial agreements, strategic
alliances, and other business relationships with other companies to rent our
"Opted-In" database, develop partnerships with brokers, and upon the launch of
our virtual stores, provide fulfillment, customer service, inventory management,
payment processing and other services. These arrangements may require
substantial personnel and resource commitments by us, which may constrain the
number of such agreements we are able to enter into and may affect our ability
to integrate and deliver services under the relevant agreements. If we fail to
implement, maintain, and develop successfully the various components of such
commercial relationships, these initiatives may not be viable. The amount of
compensation we receive under certain of these agreements is dependent on the
volume of online traffic directed to such company's website. Therefore, if the
other business's website or product or services offering is not successful, we
may not receive all of the compensation we are otherwise due under the agreement
or may not be able to maintain the agreement. Moreover, we may not be able to
succeed in our plans to enter into additional commercial relationships and
strategic alliances on favorable terms.

         As our agreements expire or otherwise terminate, we may be unable to
renew or replace these agreements on comparable terms, or at all. Some of our
agreements involve high margin services, such as our database rental agreements,
and as such agreements expire they may be replaced, if at all, by agreements
involving lower margin services. In addition, companies may experience business
failures and become unable to meet their obligations to us. We may in the future
enter into further amendments of these agreements or encounter other parties
that have difficulty meeting their contractual obligations to us, which could
adversely affect our operating results.

         We Lack Established Sales And Distribution Channels. While we have
established sales and distribution channels for our Direct Marketing operations,
our sales and distribution channels in China for our Media and Advertising
operations are limited. We have yet to generate significant revenue from our
Media and Advertising division. We cannot assure you that we will be able to
develop an effective sales force with the requisite knowledge and skill to fully
market our services and offerings in our Media and Advertising division. We also
cannot assure you that our sales force will be able to establish distribution
channels to promote market acceptance of, and create demand for, our products
and services. Even as we enter into agreements with partners, we cannot assure
you that our partners will devote the resources necessary to provide effective
sales and promotional support for our products and services. Our ability to
expand will largely depend on our ability to develop relationships with
potential buy-side and sell-side businesses in the United States and China. We
cannot assure you that we will be able to accomplish any or all of these
objectives.

         General Economic Uncertainty May Reduce Spending For
Business-To-Business Marketing And Advertising. The revenue growth and
profitability of our business depends significantly on the overall demand for
business-to-business media and especially online marketplace services. We
believe that the markets for these services are subject to the potentially
negative impact of a number of factors, including reductions in marketing
expenditures by suppliers and the overall weakening of global economies. These
factors may give rise to a number of market trends that adversely affect our
business and revenues.

         Risks Related To Our Securities

         We are controlled by Stanford International Holding Corporation, which
includes Michael Mak, our Chief Executive Officer, and Carson Kwong, one of our
directors. Stanford International Holdings beneficially own 57.9% of the issued
and outstanding shares of our common stock. Michael Mak, our Chief Executive
Officer and director, and Carson Kwong, our director own 40.36% and 9.64% of
Stanford. Accordingly, Mr. Mak controls the power to elect our directors, to
appoint new management and to oppose actions requiring shareholder approval,
such as adopting amendments to our articles of incorporation and approving
mergers or sales of all or substantially all of our assets. Such concentration
of ownership may have the effect of delaying or preventing a change of control
even if a change of control is in the best interest of all shareholders. In
addition, Mr. Mak may still effectively control our company even if his share
holdings are significantly reduced. There may be instances in which the interest
of our controlling shareholder may conflict with the interest of a holder of our
securities. This control could adversely affect the voting and other rights of
our other stockholders and could depress the market price of our common stock.

                                       25
<PAGE>

         Our securities are illiquid and will be subject to rules relating to
"penny stocks." Our common stock is listed on the Over-the-Counter Bulletin
Board maintained by the National Quotation Bureau, Inc. under the symbol "BAWC".
There can be no assurance that any market will continue to exist for our
securities, or that our securities may be sold without a significant negative
impact on the price per share. Furthermore, our securities are subject to the
rules promulgated under the Securities Exchange Act of 1934 relating to "penny
stocks." These rules require brokers who sell securities that are subject to the
rules, and who sell to other than established customers and institutional
accredited investors, to complete required documentation, make suitability
inquiries of investors and provide investors with information concerning the
risks of trading in the security. Consequently, an investor would likely find it
more difficult to buy or sell our securities in the open market.

         Our future operating results may fluctuate and cause the price of our
common stock to decline. Our limited operating history and the emerging nature
of the markets in which we operate make it difficult to accurately predict our
future revenues. Our revenue and operating profit growth depends on the
continued growth of demand for the products and services offered by us, and our
business is affected by general economic and business conditions throughout the
world. A softening of demand, whether caused by changes in consumer preferences
or a weakening of the U.S. or global economies, may result in decreased revenue
or growth. Terrorist attacks and armed hostilities create economic and consumer
uncertainty that could adversely affect our revenue or growth. Such events could
create delays in, and increase the cost of, product shipments, which may
decrease demand. Revenue growth may not be sustainable and our company-wide
percentage growth rate may decrease in the future.

         The factors that could cause our operating results to fluctuate
include, but are not limited to:

      o     fluctuations in the amount of customer spending on the Internet;
      o     our ability to generate significant advertising revenues;
      o     our ability to build and maintain customer loyalty;
      o     the introduction of new or enhanced Web pages, services, products
            and strategic alliances by us and our competitors;
      o     price competition on the Internet or higher wholesale prices in
            general;
      o     the success of our brand building and marketing campaigns;
      o     our ability to acquire merchandise, manage our product mix and
            inventory, and fulfill orders;
      o     the introduction by our competitors of websites, products, services,
            or improvements;
      o     our ability to maintain our distributor, vendor and other key
            corporate relationships;
      o     increases in the cost of online or offline advertising;
      o     unexpected increases or disruptions in shipping costs or delivery
            times;
      o     government regulations related to use of the Internet for commerce;
      o     our ability to maintain, upgrade and develop our Web site,
            transaction processing systems and network infrastructure;
      o     technical difficulties, system downtime or Internet brownouts;
      o     the amount and timing of operating costs and capital expenditures
            relating to maintaining our business, operations and infrastructure;
      o     general economic conditions and economic conditions specific to the
            Internet and online commerce;
      o     additions or departures of key personnel; and
      o     certain analyst reports, news, and speculation.

         Any of these events may cause our stock price to rise or fall and may
adversely affect our business and financing opportunities.

                                       26
<PAGE>

         There Is A Limited Public Market For Our Shares And The Trading Volume
For Our Shares Is Low Which May Limit Your Ability To Sell Your Shares Or
Purchase More Shares. Our common shares have been traded in the public market
for a limited time and this market may not be sustained. As of the date of this
Report, we have approximately 18 shareholders of record, 19,862,000 shares of
our common stock issued and outstanding, 6,000,000 of which are free trading
shares. However, because of the small number of shareholders and the small
number of publicly tradable shares, we cannot be sure that an active trading
market will develop or be sustained or that you will be able to sell or buy
common shares when you want to. As a result, it may be difficult to make
purchases or sales of our common shares in the market at any particular time or
in any significant quantity. If our shareholders sell our common shares in the
public market, the market price of our common shares may fall. In addition, such
sales may create the perception by the public of difficulties or problems with
our products and services or management. As a result, these sales may make it
more difficult for us to sell equity or equity related securities in the future
at a time or price that is appropriate.

         Future Sales Of Our Common Shares Could Depress The Price Of The Common
Shares. Future sales of common shares by us or our existing shareholders could
adversely affect the prevailing market price of the common shares. As of
November 15, 2004, we had 19,862,000 common shares outstanding. Each of Stanford
and Archer Pacific Management, Inc. (an affiliate of Ernest Cheung, one of our
former director and officer) owns 11,500,000 shares or approximately 57.9% and
2,351,380 or approximately 11.84%, respectively, of our issued and outstanding
common stock. Approximately 13,862,000 are "restricted securities" which can be
resold in the public market only if registered with the Securities and Exchange
Commission or pursuant to an exemption from registration.

         We cannot predict what effect, if any, that future sales of such
restricted shares or the availability of shares for future sale, will have on
the market price of the common shares from time to time. Sales of substantial
amounts of common shares in the public market, or the perception that such sales
could occur, could adversely affect prevailing market prices for the common
shares and could impair our ability to raise additional capital through an
offering of our equity securities.

         We do not intend to pay cash dividends on our common stock. We have
never paid cash dividends on our common stock and do not anticipate paying any
cash dividends on our common stock in the foreseeable future. We anticipate that
profits, if any, received from operations will be devoted to our future
operations.

                              RELATED TRANSACTIONS

         Employment Agreement

         On January 1, 2004, we entered into a binding letter of employment with
Michael Mak, our chief executive officer, which provides for an annual salary of
$100,000, plus bonuses of up to 1% of base salary. We intend to enter into a
long-form employment agreement with Mr. Mak in the near future.

         During the nine months ended September 30, 2004, our chief executive
officer was paid $38,250. Management believes that the estimated fair value of
his salary over the same period of time was approximately $75,000. Accordingly,
management should provide additional compensation expense of $36,750 in the
accompanying condensed consolidated statement of operations for the nine months
ended September 30, 2004.

         Premises

         On March 1, 2004, we began renting warehouse and office facilities
consisting of approximately 5,000 square feet from Stanford (which leases the
premises from Anjac) on a month-to-month basis at $6,000 per month. In July,
2004, our monthly rental obligation decreased to $3,500. During the nine months
ended September 30, 2004, payments to Stanford related to rent were $37,110.

                                       27
<PAGE>

         Database Rentals

         We rent our customer database to other divisions of Stanford. Rents
charged are based on 15% of revenues generated from the use of the database by
Stanford's other divisions. During the nine months ended September 30, 2004 and
2003, we received $13,602 and $0, respectively, from Stanford and other
affiliates in connection with database rentals. This arrangement is terminable
by us upon notice to Stanford.

         Leasing of Professional Staff

         On February 12, 2004, we entered into an oral agreement to lease from
Stanford certain employees. Pursuant to the terms of the agreement, we would pay
a portion of the leased employee's compensation costs based upon the percentage
of employee hours used by us in 2003. In connection therewith, Stanford charged
us 68% of its total employee costs from January to March 2004. In April 1, 2004,
we started paying our own employment cost, and we ceased to lease professional
staff from Stanford. During the nine months ended September 30, 2004 and 2003,
we incurred approximately $174,145 and $693,783, respectively, related to the
leasing of professional staff.

         Fixed Assets Rentals

         On February 20, 2004, we agreed to lease property and office and other
equipment from Stanford based on a reasonable and agreed upon charge. Lease
charges were approximately 25% of the depreciation expense in 2003. The same
percentage is used for 2004 since the agreement between us and Stanford includes
no agreed upon percentage. During the nine months ended September 30, 2004 and
2003, fixed asset rental income was $13,050 and $13,125, respectively. We intend
to continue leasing the property and office and other equipment in the near
future.

         Amounts due from affiliate

         We have a commitment to receive $250,000 from Stanford to support
operations in the form of a promissory note. The note bears an interest rate of
prime plus 1% and is currently due on demand. As of September 30, 2004, Stanford
paid $127,000 of the $250,000 commitment. The amount due to the Company from
Stanford is $123,000, excluding interest. As of the date of this Report,
Stanford has paid in full the $250,000 commitment.

         During the nine months ended September 30, 2004, we advanced the amount
of $25,000 on an interest-free to Stanford. This amount was repaid in full as of
September 30, 2004.

         "AHNSER" Private Label Products

         We purchase consumer electronics and hardware sold under Stanford's
private label "AHNSER," which products are sold under our BonusAmerica.com
website. We are not a party to any long term purchase agreements and may elect
to cease marketing "AHNSER"products at any time. We intend to expand
our"AHNSER"offerings in the near future. As of the date of this Report, we have
derived nominal revenues from our sale of "AHNSER" products.

         Settlement of note receivable and note payable to related party

         Since our inception, Mr. Fred Tse (our former director and officer) and
Archer Pacific Management Inc., an affiliate of Ernest Cheung (one of our former
directors and officers), advanced to us several interest free, demand loans in
the total sum of $158,516, which were used for organizational and start-up costs
and operating capital. On June 30, 2004, we entered into an assignment agreement
with each of Mr. Tse and Archer Pacific Management, Inc. pursuant to which we
assigned to Mr. Tse and Archer Pacific Management, Inc., a $25,000 and a
$160,000 note receivable, respectively, in settlement of such interest free,
demand loans. The excess of receivables assigned to the amounts due of $26,483
was recorded as interest expense.

                                       28
<PAGE>

         Promissory Notes

         On April 1, 2004, we issued a note receivable of $50,000 to an
unrelated entity. The note was due prior to July 10, 2004 and did not bear any
interest. This note was paid in full in July, 2004.

         During fiscal year 2003, interest income of $9,600 (2002 - $2,068) was
earned from a company controlled by an individual related to one of our former
directors. At year-end, this amount remained unpaid and accounted for as an
accounts receivable.

         During fiscal year 2003, rent of $4,165 (2002 - $3,423) was charged by
a company wholly owned by one of our former directors. As of September 30, 2004,
this amount remained unpaid and is accounted for as an accounts payable and
accrued liabilities.

Item 6.  Exhibits and Reports on Form 8-k.

         (a) Reports on Form 8-K:

         On October 29, 2004, we filed a Report on Form 8-K disclosing the
appointment of John Leper to our Board of Directors and to serve as our
Secretary in replacement of Ernest Cheung.

         On October 15, 2004, we filed a Report on Form 8-K disclosing the
resignation of Fred Tse and Stephen Kenwood from our board of directors.

         (b) Exhibits

         3.1        Articles of Incorporation filed with the Nevada Secretary of
                    State on February 1, 2002 (Exhibit 3.1 to Registration
                    Statement on Form SB-2 filed with the Commission on April
                    25, 2002)
         3.2        First Amendment to Articles of Incorporation filed with the
                    Nevada Secretary of State on May 20, 2004 (Exhibit 3.1 to
                    Form 8K/A filed with the Commission on May 26, 2004)
         3.3        Bylaws (Exhibit 3.4 to Registration Statement on Form SB-2
                    filed with the Commission on April 25, 2002)
         3.4        Amended Bylaws (Exhibit 3.2 to Form 10Q-SB filed with the
                    Commission on February 19, 2003)
         4.1        Form of Stock Certificate (Exhibit 4.1 to Registration
                    Statement on Form SB-2 filed with the Commission on
                    April 25, 2002)
         4.2        Form of Subscription Agreement (Exhibit 99.1 to Form SB-2
                    filed with the Commission on April 25, 2002)
         4.3        Demand Promissory Note in the principal amount of
                    US$100,000, dated April 3, 2002 from the Company in favor of
                    Archer Pacific Management Inc. (Exhibit 4.2 to Form SB-2
                    filed with the Commission on April 25, 2002)
         4.4        Demand Promissory Note in the principal amount of
                    US$39,010.97, dated March 8, 2002 from the Company in favor
                    of Archer Pacific Management Inc. (Exhibit 4.3 to Form SB-2
                    filed with the Commission on April 25, 2002)
         4.5        Demand Promissory Note in the principal amount of US$19,506.
                    16, dated March 8, 2002 from the Company in favor of Fred
                    Tse (Exhibit 4.4 to Form SB-2 filed with the Commission on
                     April 25, 2002)
         10.1       Assignment, dated June 30, 2004, between the Company and
                    Archer Pacific Management Inc. (Exhibit 10.1 to Form 10Q-SB
                    filed with the Commission on November 22, 2004).
         10.2       Assignment, dated June 30, 2004, between the Company and
                    Fred Tse (Exhibit 10.2 to Form 10Q-SB filed with the
                    Commission on November 22, 2004).
         10.3       Share Exchange Agreement (Exhibit 10.1 to Form 8-K filed
                    with the Commission on March 9, 2004)
         31.1       Certification of Chief Executive Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002
         31.2       Certification of Chief Financial Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002.
         32.1       Certification of Chief Executive Officer pursuant to Section
                    906 of the Sarbanes-Oxley Act of 2002.
         32.2       Certification of Chief Financial Officer pursuant to Section
                    906 of Sarbanes-Oxley Act.


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<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                           BonusAmerica Worldwide Corp.
                                           (Registrant)

Date: November 23, 2004                    By: /s/ Michael Mak
                                           Chief Executive Officer and Director

Date: November 23, 2004                    By: /s/ Michael Mak
                                           Chief Financial Officer


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