<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

|X| Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended September 30, 2005


|_| 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 November 15, 2005.

Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|

<PAGE>

<TABLE>
BONUSAMERICA WORLDWIDE CORP.,
FORM 10-QSB
INDEX
PART I.  FINANCIAL INFORMATION                                                         Page

<S>  <C>
Item 1.  Financial Statements and Condensed Notes
         Condensed Consolidated Balance Sheet as of September 30, 2005 (unaudited)      [3]
         Condensed Consolidated Income Statement For The Three Months
          And Nine Months Ended September 30, 2005 And 2004 (unaudited)                 [4]
         Condensed Consolidated Statement Of Cash Flows For The Three
          And Nine Months Ended September 30, 2005 And 2004 (unaudited)                 [5]
         Notes To Condensed Consolidated Financial Statements (unaudited)               [6]

Item 2.  Management's Discussion and Analysis or Plan of Operation                     [13]
Item 3.  Controls and Procedures                                                       [33]

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                             [33]
Item 2.  Changes in Securities and Use of Proceeds                                     [33]
Item 3.  Default Upon Senior Securities                                                [33]
Item 4.  Submission of Matters to a Vote of Security Holders                           [33]
Item 5.  Other Information                                                             [34]
Item 6.  Exhibits and Reports on Form 8-K                                              [34]
         Signatures                                                                    [35]

</TABLE>

<TABLE>
BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET


                                                                     September 30, 2005      December 31, 2004
                                                                       (Unaudited)              (Audited)
                                                                     ------------------     ------------------
<S>                                                                  <C>                                <C>
ASSETS

Current assets:
     Cash and cash equivalents                                       $            6,021                 88,317

     Pledged bank deposit                                                       257,085                     --
     Restricted cash                                                             20,000                 20,000
     Accounts receivable                                                      1,079,526              1,089,712
     Inventories                                                                     --                118,556
     Amount due from affiliate - Stanford
       International Holding Corporation                                        274,380                     --
     Amount due from directors                                                   50,701                     --
     Prepaid and other current assets                                           214,098                 88,131
                                                                     ------------------     ------------------
                      Total current assets                                    1,901,811              1,404,716

Property, plant, and equipment, net                                             369,859                472,317

Intangible assets, net                                                          607,170                753,518
                                                                     ------------------     ------------------
                      Total assets                                   $        2,878,840              2,630,551
                                                                     ==================     ==================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Bank overdrafts, secured                                        $           25,347                     --
     Bank loan, secured - current portion                                        85,470                     --
     Loan from a director                                                            --                301,025
     Accounts payable and accrued liabilities                                   598,361                572,767

     Income tax payables                                                        201,380                119,257
     Amounts due to related party                                               147,248                 34,103
                                                                     ------------------     ------------------
                      Total current liabilities                               1,057,806              1,027,152
                                                                     ------------------     ------------------

Non-current liabilities:
     Bank loan, secured                                                         163,818                     --
                                                                     ------------------     ------------------

Stockholders' equity
     Common stock, $0.001 par value; 75,000,000
        shares authorized; 19,862,000
        issued and outstanding                                                   19,862                 19,862
     Other comprehensive income                                                   5,059                    473
     Additional paid-in capital                                               1,219,095              1,219,095
     Retained earnings                                                          413,200                363,969
                                                                     ------------------     ------------------
                      Total stockholders' equity                              1,657,216              1,603,399
                                                                     ------------------     ------------------
                      Total liabilities and stockholders' equity     $        2,878,840              2,630,551
                                                                     ==================     ==================


See accompanying notes to condensed consolidated financial statements .


                                       3
<PAGE>

BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED INCOME STATEMENT

                                                       (unaudited)


                                                        Three Months Ended                    Nine Months Ended
                                                  September 30,      September 30,      September 30,      September 30,
                                                       2005               2004              2005               2004
                                                  -------------      -------------      -------------      -------------
Revenues:
Product sales                                             2,094            429,795             43,071          2,015,173
Advertising and list rentals                            406,128            427,559          1,674,476            683,901
                                                  -------------      -------------      -------------      -------------
     Total revenues                                     408,222            857,354          1,717,547          2,699,074

Cost of product sales                                   145,913            244,713            359,071          1,112,695
                                                  -------------      -------------      -------------      -------------

     Gross profit                                       262,309            612,641          1,358,476          1,586,379

Selling, general and administrative expenses            212,223            635,131          1,019,958          1,359,742
Amortization of intangible assets                        77,599             51,545            229,386            142,258
                                                  -------------      -------------      -------------      -------------

Operating earnings (losses)                             (27,513)           (74,035)           109,132             84,379

Other income                                              8,947              7,498             23,545             22,492
                                                  -------------      -------------      -------------      -------------

Earnings (losses) before provision for income
taxes                                                   (18,566)           (66,537)           132,677            106,871

Provision for income taxes                               (4,473)            28,611            (83,447)           (42,665)
                                                  -------------      -------------      -------------      -------------

     Net earnings (losses)                        $     (23,039)     $     (37,926)     $      49,230      $      64,206
                                                  =============      =============      =============      =============


Basic and diluted earnings (loss) per share
share:                                            $          --      $         --       $          --      $          --
                                                  =============      =============      =============      =============
Basic and diluted weighted average
shares outstanding                                   19,862,000         19,862,000         19,862,000         19,862,000


See accompanying notes to condensed consolidated financial statements.


                                                            4
<PAGE>

BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                       (unaudited)


                                                                                                Nine Months Ended
                                                                                       September 30,          September 30,
                                                                                           2005                   2004
                                                                                     -----------------      -----------------
Cash flows from operating activities:
     Net earnings                                                                    $          49,230      $          64,206
     Adjustments to reconcile net earnings to net cash
        provided by operating activities:
            Depreciation and amortization                                                      326,249                191,559
            Loss on disposal of property, plant and equipment                                    5,596                     --
            Change in income taxes                                                              82,123                     --
            Changes in operating assets:
                   Pledged bank deposit                                                       (257,085)                    --
                   Accounts receivable                                                          10,186               (158,385)
                   Inventories                                                                 118,556                 99,221
                   Prepaid and other current assets                                           (125,967)              (133,066)
                   Accounts payable and accrued liabilities                                     25,594                307,041
                                                                                     -----------------      -----------------
                   Net cash provided by operating activities                                   234,482                370,576
                                                                                     -----------------      -----------------

Cash flows from investing activities:
     Purchases of equipment                                                                         --               (108,598)
     Cash paid for intangible assets                                                           (83,038)              (186,522)
     Cash received in acquisition                                                                   --                     53
                                                                                     -----------------      -----------------
                   Net cash used in investing activities                                       (83,038)              (295,067)
                                                                                     -----------------      -----------------

Cash flows from financing activities:
     Drawdown of bank loan                                                                     256,410                     --
     Bank overdraft                                                                             25,347                     --
     Repayment of bank loan                                                                     (7,122)                    --
     Loan from a director                                                                     (301,025)                    --
     Amount due from a director of one of the company's subsidiaries                           (50,701)
     Advances to affiliated company - Stanford International Holding Corporation              (274,380)                    --
     Amount due to related party                                                               113,145                     --
     Amount due from affiliates                                                                     --                127,000
                                                                                     -----------------      -----------------
                   Net cash (used in) / provided by financing activities                      (238,326)               127,000

Net change in cash and cash equivalents                                                        (86,882)               202,509

Effect of foreign currencies on cash flows                                                       4,586                     --

Cash and cash equivalents, beginning of period                                                  88,317                     --
                                                                                     -----------------      -----------------

Cash and cash equivalents, end of period                                             $       6,021,000      $         202,509
                                                                                     =================      =================


See accompanying notes to condensed consolidated financial statements


                                                            5
</TABLE>
<PAGE>

BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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 the Company's Annual
Report on form 10-KSB for the year ended December 31, 2004, as filed with the
SEC.

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 nine
months ended September 30, 2005, are not necessarily indicative of the results
to be expected for any future period or the full fiscal year.

The accompanying unaudited financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of America,
which contemplates continuation of the Company as a going concern. The Company
does not presently generate sufficient revenue to fund its operations and it
will continue to require additional capital to continue and expand its business,
the receipt of which cannot be assured. Currently, the Company estimates its
monthly burn rate is approximately $100,000. In view of these matters, the
continued existence of the Company is dependent upon its ability to meet its
financing requirements on a continuing basis and to succeed in its future
operations.

To meet these objectives, the Company is actively taking measures to reduce its
overhead significantly and it believes this will help them to meet their needs
for the next 12 months after September 30, 2005. The Company's ability to
execute its business strategy, depends to a significant degree on its ability to
obtain sufficient and timely future financing. The Company expects to raise
additional capital through an additional offering of its equity securities or by
incurring additional indebtedness in order to support existing operations and
expand the range and scope of its business. There is no assurance that such
additional funds will be available for the Company on acceptable terms, if at
all. Management believes that actions presently taken to revise the Company's
operating and financial requirements provide the opportunity for the Company to
continue as a going concern. The Company's ability to achieve these objectives
cannot be determined at this time. If the Company is unsuccessful in its
endeavors, it may have to cease operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation - The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.

Use of estimates - The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Management makes its best estimate of the ultimate


                                       6
<PAGE>

outcome for these items based on historical trends and other information
available when the financial statements are prepared. Changes in estimates are
recognized in accordance with the accounting rules for the estimate, which is
typically in the period when new information becomes available to management.
Actual results could differ from those estimates.

Cash and cash equivalents - The Company considers all highly liquid instruments
purchased with an original maturity of three months or less to be cash
equivalents. Cash and cash equivalents consist of cash at bank and on hand,
demand deposits with banks and other financial institutions.

Concentration of credit risk - Financial instruments that potentially expose the
Company to a concentration of credit risk are as follows:

Cash held at banks - The Company maintains cash balances at several banks.
Accounts at each institution in the United States are insured by the Federal
Deposit Insurance Corporation up to $100,000.

Geographic sales - The Company operates primarily in the United States, Hong
Kong and China. The Company's geographic sales as a percent of total revenue are
as follows:

                                 Nine months ended 30  Nine months ended 30
                                    September 2005        September 2004
         United States                    3%                   100%
         Hong Kong                        21%                   -%
         China                            76%                   -%

Accounts receivable - Retail customer accounts are generally settled through
customer credit cards, which are generally collected within three days or less.
Management provides an estimated allowance for returns at the time of sale. The
majority of accounts receivable is from business customers, generated through
advertising services or rentals of its database of customers. Management reviews
credit worthiness of its business customers, and generally does not require
collateral. Historical credit losses have been within management's expectations.

Inventories - Inventories, consisting of retail products ready for sale, are
stated at the lower of cost (first-in, first-out) or market. Allowances are
provided for inventories which are considered slow-moving to reduce amounts to
net realizable or market value. All amounts at December 31, 2004, are considered
finished goods for financial reporting purposes.

Property, plant and equipment - Property, plant and equipment are stated at
historical cost less accumulated depreciation and amortization. Depreciation and
amortization are computed using the straight-line method over the estimated
useful lives of the assets, generally ranging from 3 to 7 years. The cost of
maintenance and repairs is charged to expense as incurred and significant
renewals and betterments are capitalized. Deductions are made for retirements
resulting from renewals or betterments. Depreciation expense was $96,863 for the
nine months ended September 30, 2005 (2004: $49,301).

Intangible assets - Intangible assets consist of costs paid to acquire personal
customer information for use in its advertising and database rental activities
and costs for formation of websites. Costs capitalized during the nine months
ended September 30, 2005 amounted to $83,038, and amortization totaled $229,386
(2004: $142,258). The carrying value at September 30, 2005 was $607,170. The
Company amortizes the cost of these assets over a period ranging from three
years to five years.

Long-lived assets - Statement of Financial Accounting Standards ("SFAS") No.
144, "Accounting for Impairment or Disposal of Long-Lived Assets", requires that
long-lived assets, such as property and equipment and purchased intangibles
subject to amortization, be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable, or at least these assets must be reviewed annually. Recoverability


                                       7
<PAGE>

of the asset is measured by comparison of its carrying amount to undiscounted
future net cash flows the asset is expected to generate. Specifically,
management projects undiscounted cash flows from database rentals that are
expected over the period to be benefited. If such assets are considered to be
impaired, the impairment to be recognized is measured as the amount by which the
carrying amount of the asset exceeds its fair market value. Estimates of
expected future cash flows represent management's best estimate based on
currently available information and reasonable and supportable assumptions. Any
impairment recognized in accordance with SFAS No. 144 is permanent and may not
be restored. To date, the Company has not recognized any impairment of
long-lived assets in accordance with SFAS No. 144.

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 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.

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, 2005, 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, 2005 were
approximately $41,410 (2004: $189,606).

Accounting for stock-based compensation - The Company has not adopted a fair
value-based method of accounting for stock-based compensation plans for
employees and non-employee directors. The Company will use the intrinsic
value-based approach, and supplement disclosure of the pro forma impact on
operations and per share information using the fair value-based approach as
required by SFAS No. 148 "Accounting for Stock-Based Compensation - Transition
and Disclosure". Stock-based compensation issued to non-employees and
consultants are measured at fair value in accordance with SFAS No. 123. Common
stock purchase options and warrants issued to non-employees and consultants will
be measured at fair value using the Black-Scholes valuation model.

The Black-Scholes valuation model was developed for use in estimating the fair
value of traded options which have no vesting restrictions and fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee's stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.

Earnings per share - The Company presents basic earnings per share ("EPS") and
diluted EPS on the face of all statements of operations. Basic EPS is computed
as net earnings 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. There were no dilutable securities outstanding
during the periods presented, thus diluted EPS is the same as basic EPS.

Foreign currency translation - The reporting currency used in the preparation of
these consolidated financial statements is United States Dollars (USD). The
functional currency of the Company's subsidiary operating in Hong Kong is Hong
Kong Dollars (HKD) and its financial records are maintained and its statutory
financial statements are prepared in HKD. The functional currency of the
Company's subsidiary established in the PRC is Renminbi (RMB) and its financial
records are maintained and its financial statements are prepared in RMB.


                                       8
<PAGE>

Transactions in foreign currencies are translated at exchange rates ruling at
the transaction dates. Monetary assets and liabilities expressed in foreign
currencies at the balance sheet date are translated at rates of exchange ruling
at the balance sheet date. Exchange differences arising in these cases are
included in net income on the statement of operations.

The translation of the consolidated financial statements into USD is performed
for balance sheet accounts using the closing exchange rate in effect at the
balance sheet date and for revenue and expenses using an average exchange rate
during each reporting period. The resulting foreign currency translation gain or
loss is included in other comprehensive income in the equity section of the
balance sheet.

Income taxes - The provision for income taxes has been reflected in the
consolidated income statement as if the Company had filed separate tax returns
as an independent company. The Company's results of operations were included in
the federal income tax returns of Stanford International Corporation
("Stanford"). Stanford and BonusAmerica do not have a formal tax-sharing
arrangement, and Stanford is treating the taxes paid on BonusAmerica income as a
capital contribution and will not be repaid to Stanford. BonusAmerica uses the
asset and liability method of accounting for income taxes. Under this method,
deferred tax assets and liabilities are recognized for estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
in effect for the year in which those temporary differences are expected to be
recovered or settled. The resulting deferred tax assets and liabilities are
adjusted to reflect changes in tax laws or rates in the period of enactment.
Deferred tax assets are reviewed for realization and valuation allowances are
recorded if it is deemed more likely than not that some or all of the deferred
tax assets will not be realized.

Comprehensive income - The Company includes items of other comprehensive income
by their nature in a financial statement and displays the accumulated balance of
other comprehensive income separately from retained earnings and additional
paid-in capital in the equity section of the balance sheet. Other comprehensive
income consists of cumulative translation adjustments.

Fair value of financial instruments - Financial instruments include cash and
cash equivalents, restricted cash, accounts receivable, accounts payable and
other accrued expenses, amounts due to / from related parties and amounts
payable to director. The carrying value approximate their fair values because of
their short-term nature.

Related party transactions - A related party is generally defined as (i) any
person that holds 10% or more of the Company's securities and their immediate
families, (ii) the Company's management, (iii) someone that directly or
indirectly controls, is controlled by or is under common control with the
Company, or (iv) anyone who can significantly influence the financial and
operating decisions of the Company. A transaction is considered to be a related
party transaction when there is a transfer of resources or obligations between
related parties.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 123 (Revised 2004) "Share-Based
Payment" ("SFAS No. 123R"). SFAS No. 123R addresses all forms of share-based
payment ("SBP") awards, including shares issued under employee stock purchase
plans, stock options, restricted stock and stock appreciation rights. SFAS No.
123R will require the Company to expense SBP awards with compensation cost for
SBP transactions measured at fair value. On March 29, 2005, the SEC issued Staff
Accounting Bulletin (SAB) 107 which expresses the views of the SEC regarding the
interaction between SFAS No. 123R and certain SEC rules and regulations and
provides the SEC's views regarding the valuation of share-based payment
arrangements for public companies. In April 2005, the SEC issued a release which
amends the compliance dates for SFAS No. 123R. We do not expect the adoption of
SFAS No. 123R and SAB 107 to have a material impact on the Company's financial
statements.


                                       9
<PAGE>

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections". SFAS No. 154 replaces APB Opinion No. 20 "Accounting Changes" and
SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements". SFAS
No. 154 requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. We do not expect the adoption of SFAS No. 154 to have any impact on the
Company's financial statements.

NOTE 2 - SEGMENT INFORMATION

The Company has three main operating segments. The primary operating segment of
the Company is advertising and list rental, which generated the majority of the
Company's revenues. Approximately 97% of the revenues came from this segment for
the nine months ended September 30, 2005. The other segments, retail and
wholesale, generated 3% of the Company's revenues for the nine months ended
September 30, 2005 and 25% for the nine months ended September 30, 2004.

Segment information is as follows for the nine months ended September 30, 2005
and September 30, 2004:

<TABLE>
September 30, 2005
-----------------------     --------------     --------------      --------------     --------------     --------------
                             Product sales                        Advertising and
                               Wholesale           Retail          list rentals         Corporate           Total
-----------------------     --------------     --------------      --------------     --------------     --------------
<S>                         <C>                <C>                 <C>                <C>                <C>
Total revenues              $           --     $       43,071      $    1,674,476     $           --     $    1,717,547
-----------------------     --------------     --------------      --------------     --------------     --------------
Operating earnings
(losses)                                --           (524,560)            633,692                 --            109,132
-----------------------     --------------     --------------      --------------     --------------     --------------
Total assets                $           --     $      284,916      $    2,593,924     $           --     $    2,878,840
-----------------------     --------------     --------------      --------------     --------------     --------------

September 30, 2004
-----------------------     --------------     --------------      --------------     --------------     --------------
                             Product sales                        Advertising and
                               Wholesale           Retail          list rentals         Corporate           Total
-----------------------     --------------     --------------      --------------     --------------     --------------
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
-----------------------     --------------     --------------      --------------     --------------     --------------


                                                          10
<PAGE>

Segment information is as follows for the three months ended September 30, 2005
and September 30, 2004:

September 30, 2005
-----------------------     --------------     --------------      --------------     --------------     --------------
                             Product sales                        Advertising and
                               Wholesale           Retail          list rentals         Corporate           Total
-----------------------     --------------     --------------      --------------     --------------     --------------
Total revenues              $           --     $        2,094      $      406,128     $           --     $      408,222
-----------------------     --------------     --------------      --------------     --------------     --------------
Operating earnings
(losses)                                --           (103,725)             76,212                 --            (27,513)
-----------------------     --------------     --------------      --------------     --------------     --------------

September 30, 2004
-----------------------     --------------     --------------      --------------     --------------     --------------
                             Product sales                        Advertising and
                               Wholesale           Retail          list rentals         Corporate           Total
-----------------------     --------------     --------------      --------------     --------------     --------------
Total revenues              $           --     $      429,795      $      427,559     $           --     $      857,354
-----------------------     --------------     --------------      --------------     --------------     --------------
Operating earnings
(losses)                    $           --     $      (87,388)     $       13,353     $           --     $      (74,035)
-----------------------     --------------     --------------      --------------     --------------     --------------

</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. On January 15, 2004, the Company amended the
employment agreement to adjust the salary to $60,000 per year plus bonuses of up
to 1% of net sales of BonusAmerica over and above $10 million, valid for one
year. The contract was amended to approximate the fair value of services
rendered.

For the nine months ended September 30, 2005, the Company's chief executive
officer's salary charged to operations was $45,000 (2004: $38,250).

NOTE 4 - RELATED-PARTY TRANSACTIONS

FACILITIES


                                       11
<PAGE>

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, the
Company's monthly rental obligation decreased to $3,500. During the nine months
ended September 30, 2005, payments to Stanford related to rent were $23,400
(2004: $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.
During the nine months ended September 30, 2005, the Company generated revenues
of $2,093 (2004: $13,602) from its database rentals.

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. As of April
1, 2004, BonusAmerica started paying its own employment cost. During the nine
months ended September 2005, the Company incurred $0 (2004: $174,145) related to
the leasing of professional staff.

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 13% of the depreciation expense in 2004. The same percentage is
used for 2005 since the agreement between the Company and Stanford includes no
agreed upon percentage. During the nine months ended September 30, 2005, fixed
asset rental income was $13,050 (2004: $13,050).

AMOUNT DUE FROM AFFILIATE

The Company advanced $274,380 to Stanford, an affiliated company, during the
nine months ended September 30, 2005. The advances are non interest bearing,
unsecured and repayable on demand.

AMOUNT DUE TO RELATED PARTY

Amount due to a related party of $147,248 represents $40,089 due to Michael Mak,
the Company's President and Chief Executive Officer, for expenses paid on behalf
of BonusAmerica payable on demand, and $107,159 due to Megamooch (an entity
partially owned by Michael Mak) from Sino-Trade, payable on demand.

NOTE 5 - BANK LOAN

The Company obtained banking facilities with a financial institution in Hong
Kong that included a term loan of $256,410 (HKD2,000,000), various letters of
credit (HKD3,000,000, trust receipt (HKD1,000,00) and overdraft protection
(HKD200,000). The aggregate outstanding facilities under the agreement that the
Company may have for all facilities excluding the term loan is HKD4,600,000. As
of September 30, 2005, the Company had outstanding a term loan of $249,288 and
bank overdraft of $25,347. The term loan is payable in 36 equal monthly
installments plus accrued interest. The letters of credit have a maximum term of
six months and the trust receipt has a maximum term of ninety days. The bank
overdraft is subject to interest at 0.5% per annum over the HK Prime Rate. The
banking facilities are personally guaranteed by the Company's President and
Chief Executive Officer.

NOTE 6 - SUBSEQUENT EVENTS


                                       12
<PAGE>

Subsequent to September 30, 2005 the Company entered into four (4) advisory and
consulting agreements. On November 14, 2005, effective on or about August 29,
2005, the Company entered into an Advisory Agreement with Consulta LLC, an
advisory firm, to assist the Company in evaluating potential acquisitions,
develop internal controls as to information flow and disclosures required
pursuant to the recently revised securities and accounting rules and
regulations, and to advise the Company's Board of Directors on general day to
day business matters. On November 1, 2005, effective on or about August 29,
2005, the Company entered into three (3) consulting agreement with independent
and unaffiliated individuals, in separate agreements, to assist the Company in
managing the operations of two (2) of its direct subsidiaries, assist the
Company in evaluating other investment opportunities in the Peoples Republic of
China ("PRC") and Hong Kong, and to advise the Company's Board of Directors on
general day to day business matters relating to the operations of its
subsidiaries.

In consideration for the services provided and to be provided in the future by
the various consultants, the Company agreed to issue an aggregate of three
million (3,000,000) shares of it's common stock ("Fee Shares"), and to grant
options to purchase shares an aggregate of three million (3,000,000) shares of
it's common stock ("Options").

In addition, pursuant to the Advisory Agreement with Consulta LLC, the Company
agreed to further compensation in the form of a "success fees", to be paid in
shares of the Company's common stock, upon the successful acquisition by the
Company of any business opportunity introduced to it or negotiated by Consulta
LLC or any of it's personnel.

Management is currently evaluating the value of the options granted to
consultants in accordance with SFAS No. 123 "Accounting for Stock-Based
Compensation." Because the options are significantly "out of the money", since
the market value at the date of grant, management does not expect to record any
charge as a result of these grants using the Black-Scholes valuation model.


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.

                                    OVERVIEW

         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
currently engaged primarily in international business-to-business media and
advertising services wherein we provide manufacturers and other businesses in
China and Hong Kong - who desire to increase their export sales - with eCommerce
solutions, and direct response advertising via multiple advertising distribution
channels. Originally we were also involved in consumer marketing mostly via
Internet, but have phased out our Online Retail businesses in order to focus on
our Media and Advertising business. We will retain our consumer database and our
online retailing system.

         Our Media and Advertising business offers manufacturers and marketers -
who are primarily located in China and Hong Kong - various direct response
marketing vehicles and ecommerce solutions to help these businesses increase
their export marketing sales. Specifically we offer email marketing, website
design & hosting, online promotions, printed advertising in our quarterly


                                       13
<PAGE>

industrial magazine and direct mailing services. In the fourth quarter of 2004
we launched TradeDragon, our international 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 currently have offices in Los Angles, Hong Kong and China. The
offices in Hong Kong and China are operated through our wholly-owned subsidiary,
Sino Trade - Intelligent Development Corp. LTD., an organization formed under
the laws of Hong Kong, or Sino Trade.

         ONLINE RETAILING

         We originally established our Online Retailing division in 2002 through
our BonusAmerica web site located at www.BonusAmerica.com. This division has
been phased out. The BonusAmerica website offered 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. We will retain our opted-in consumer
database and our online retailing infrastructure.

         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, which is currently inactive. Based upon
our original success with www.CouponsRewardsSavings.com, we expanded our media
and advertising division to include business-to-business media and advertising
sales. Currently we are focusing only on selling our business-to-business Media
and Advertising services to companies in Hong Kong and China who are seeking to
improve their export business. We have plans for other operations, however these
plans are currently on hold until the company has adequate capital to fund their
growth.

         CONSUMER DATABASE LIST RENTALS. We have a proprietary "Opted-In"
subscriber database of approximately 15 million e-mail and over 3 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 was 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) U.S.-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 U.S.-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 DragonDynamicsTM, 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 U.S. 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 in China and Hong Kong.

         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.


                                       14
<PAGE>

         TradeDragon was launched on schedule and the website is active. Because
the company has not yet raised the funding necessary to implement a full
rollout, management expects minimal sales until such a rollout can be funded.

         BonusChina.com Portal (Planned). 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. This portal will
remain in the planning stage until management determines that adequate resources
are available to implement and operate the portal profitably.

         Given the success of our Media and Advertising business in Hong Kong
and China, and the potential for future growth therein, management intends to
continue to concentrate resources in this area and as such, in the foreseeable
future, plans to expand the Media and Advertising business, particularly in Hong
Kong and China, as a means of generating profit.

         SALES AND MARKETING PLAN

         We are concentrating our limited marketing budget on the sales of our
Media and Advertising services, particularly in Hong Kong and China where
success has already been demonstrated. These services are sold by the sales
force in China with support from a small staff in the Los Angles office.

         We plan to launch a TradeDragon marketing campaign when and if
sufficient funds and resources are available.

         OUR COMPETITORS

         We face intense competition in our current operating divisions: Online
Retailing and Media and 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 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

         Our business-to-business Media and Advertising business does not have
the seasonality fluctuations as did our now-phased-out online retailing
business.

         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. In July 2005 we again
reduced the space in our Los Angeles office lowering our monthly rental
obligation to $700. During the three and nine months ended September 30, 2005,
payments to Stanford related to rent were $23,400 and $ 37,110, respectively.


                                       15
<PAGE>

         EMPLOYEES

         As of September 30, 2005, we employed approximately 21 fulltime
associates and 42 commissioned salespeople. We consider our associate relations
to be good.

         AVAILABLE INFORMATION

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

                            FUTURE PLAN OF OPERATIONS

         Our business consists of two divisions: Online Retailing and Media and
Advertising. As of the date of this Report both divisions are operational,
though the Online Retailing division is in the process of winding down.
Strategically, we have shifted our business focus to our Media and Advertising
division and away from our Online Retailing business as we believe our
business-to-business Media and Advertising division, particularly in Hong Kong
and China where we experienced profits in 2004 and in the first three quarters
of 2005, holds the greater potential for growth and profitability in the short
and long term. We plan to eventually phase out our current Online Retail
business. We will retain our consumer database which has 15 million opted-in
email subscribers and 3 million postal addresses. We will also retain our online
retail infrastructure. Our online retailing system is the result of many years
of in-house development and hundreds of thousands of real-world customer
transactions. Our ecommerce system is of great value and can be applied to
nearly any online retail application. As such we will maintain this system for
potential future use if and when management believes resources and profit
opportunity are available.

         During the nine months ended September 30, 2005, we had revenues of
$1,717,547 with an operating profit of $49,230. We have improved the focus of
our sales force in China and Hong Kong. The sales force is selling our media and
advertising services to businesses located in China and Hong Kong who desire to
improve their export sales via the use of our business-to-business advertising
and media services. Our sales force effectiveness has improved and our cost per
order is lower as a result. Hence, our overall earnings in this area are
improved. 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, that such financing will be available on reasonable terms. Even if we
do obtain such financing, there is no assurance that we will be able to generate
profitable operations.

         Because we have not yet raised the funding we believe is required to
rollout our complete business plan, we have taken, and are continuing to take,
steps to reduce our operating costs. We have moved a significant portion of our
U.S. operations to China where we have benefited from lower overhead costs and
further capitalized on the growth potential in our Media and Advertising
business in Hong Kong and China. Some management and marketing operations will
remain in the U.S. We have also closed some offices in China and consolidated
manpower into fewer offices.

         Due to our shift away from our Online Retailing, during the three
months ended September 30, 2005, our Online Retailing division generated less
than 1% of our revenues while over 99% of our revenues were generated by our
Media and Advertising division. Over the next twelve months, we plan to continue
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 months ended September 30, 2005 and 2004:


                                            Three Months Ended September 30
                                            -------------------------------

                                         2005          2004           Variance
                                         ----          ----           --------
         Online Retailing             $   2,094      $ 429,795      - $ 427,701
         Media and Advertising        $ 406,128      $ 427,559      - $  21,431
         ----------------------------------------------------------------------
                         Total        $ 408,222      $ 857,354      - $ 449,132


                                       16
<PAGE>

         There are two primary reasons for lowered overall revenue this quarter
when compared with the same three month period in 2004. First is the
abovementioned shifting of focus to Adverting and Media business and away from
Online Retailing. This shift is fully in progress and hence we have
significantly lowered our Online Retailing revenues. Our Media and Advertising
business is significantly increased as a result of refocusing our resources on
this segment of our business. The second reason for our lowered revenues, when
compared to the previous year, is that we have not yet obtained the additional
funding we are seeking to increase the growth rate of our Advertising and Media
business. These funds, if and when they are raised, will be used to further
promote our Media and Advertising business.

         One example of how we plan to utilize additional funding, if we raise
it, is to promote our new TradeDragon business. In the fourth quarter of 2004 we
launched TradeDragon, a business-to-business trade portal in our Media and
Advertising division. TradeDragon is a communications platform that enables
international trade primarily between companies located in the U.S. and China.
TradeDragon is active, however we have not yet fully developed and marketed our
TradeDragon portal pursuant to our business plan given that adequate funding for
marketing, continued development and administrative support has not been raised.
If and when adequate funding is raised, we intend to focus on operating,
administering and expanding our TradeDragon trade portal. We also intend to
implement new sales efforts in China to help generate sales for TradeDragon. As
we expand operations in this area, we expect to generate increased revenues.

                              RESULTS OF OPERATIONS

         THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO SEPTEMBER 30, 2004
         --------------------------------------------------------------------

         Revenues
         --------

         A.  Online Retailing

         During the three month period ended September 30, 2005, we derived
$2,094, or less than 1% of our total revenue, from our Online Retailing
operations, representing a 99.5% decrease from the comparable three month period
ending September 30, 2004. The decrease in our retail product sales is
attributable to our election to reduce the marketing and advertising of our
Online Retail business in an attempt to focus on building our more profitable
Media and Advertising division.

         B.  Media and Advertising

         During the three month period ended September 30, 2005, we derived
$406,128, or 99.5%, of our total revenue, from our Media and Advertising
division, a 5%, decrease from the comparable three month period ending September
30, 2004. This decrease is attributable to overall cutbacks in promotional
spending and overhead, resulting in lower levels of new business in this
segment.

         Cost of Sales
         -------------

         Cost of sales were $145,913 for the three month period ended September
30, 2005 as compared to $244,713 for the three month period ended September 30,
2004. The decrease in costs for the three month period ended September 30, 2005
is attributable to lower advertising expenses for our Online Retailing business
which is in line with our strategic shift of resources away from Online
Retailing and to Advertising and Media.

         Administrative Expenses
         -----------------------

         Selling, general and administrative expenses were $173,813 for the
three month period ended September 30, 2005 as compared to $272,470 for the
three month period ended September 30, 2004. The decrease in expenses during the
three month period ended September 30, 2005 was primarily attributable to the
planned overhead cutbacks in all operations.

         Marketing Expenses
         ------------------


                                       17
<PAGE>

         Total marketing expenses were $116,009 for the three month period ended
September 30, 2005 as compared to $414,206 for the three month period ended
September 30, 2004. The decrease in marketing expenses for the three month
period ended September 30, 2005 as compared to September 30, 2004 was due to the
elimination of promotional spending for Online Retailing.

         Net Income/Loss
         ---------------

         Our Online Retailing operations had net losses of $103,725 for the
three month period ended September 30, 2005 as compared to a net loss of $87,388
for the three month period ended September 30, 2004. The operating loss reflects
the anticipated lower sales due to refocusing resources to our Advertising and
Media operations. We believe that operating losses from our Online Retailing
operations will decrease as we continue to take actions to reduce overhead and
expenses relating to Online Retailing.

         Operating income from our Media and Advertising operations was $76,212
for the three month period ended September 30, 2005 as compared to $13,353 for
the three month period ended September 30, 2004. The operating income reflects
increased Media and Advertising sales. We believe that our operating income will
continue to increase as we expand our Media and Advertising operations. 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.

         NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO SEPTEMBER 30, 2004
         -------------------------------------------------------------------

         Revenues
         --------

         A.  Online Retailing

         During the nine month period ended September 30, 2005, we derived
$43,071, or 2.5% of our total revenue, from our Online Retailing operations,
representing a 97.9% decrease from the comparable nine month period ending
September 30, 2004. The decrease in our retail product sales is attributable to
our election to reduce the marketing and advertising of our Online Retail
business in an attempt to focus on building our more profitable Media and
Advertising division.

         B.  Media and Advertising

         During the nine month period ended September 30, 2005, we derived
$1,674,476, or 97.5%, of our total revenue, from our Media and Advertising
division, a 144%, increase from the comparable nine month period ending
September 30, 2004. This increase is attributable to our increased focus on
building our Media and Advertising business.

         Cost of Sales
         -------------

         Cost of sales were $359,071 for the nine month period ended September
30, 2005 as compared to $1,112,695 for the nine month period ended September 30,
2004. The decrease in costs for the nine month period ended September 30, 2005
is primarily attributable to lower advertising expenses for our Online Retailing
business which is in line with our strategic shift of resources away from Online
Retailing and to Advertising and Media.

         Administrative Expenses
         -----------------------

         Selling, general and administrative expenses were $979,444 for the nine
month period ended September 30, 2005 as compared to $851,631 for the nine month
period ended September 30, 2004. The increase in expenses during the nine month
period ended September 30, 2005 was primarily attributable to costs related to
Sino-Trade operations supporting our Media and Advertising business in China.

         Marketing Expenses
         ------------------


                                       18
<PAGE>

         Total marketing expenses were $269,900 for the nine month period ended
September 30, 2005 as compared to $650,369 for the nine month period ended
September 30, 2004. The decrease in marketing expenses for the nine month period
ended September 30, 2005 as compared to September 30, 2004 was due to the
elimination of promotional spending for Online Retailing.

         Net Income/Loss
         ---------------

         Our Online Retailing operations had net losses of $(524,560) for the
nine month period ended September 30, 2005 as compared to a net loss of
$(87,388) for the nine month period ended September 30, 2004. The operating loss
reflects the anticipated lower sales due to refocusing resources to our
Advertising and Media operations. We believe that operating losses from our
Online Retailing operations will decrease as we continue to take actions to
reduce overhead and expenses relating to Online Retailing.

         Operating income from our Media and Advertising operations was $633,692
for the nine month period ended September 30, 2005 as compared to $13,353 for
the nine month period ended September 30, 2004. The operating income reflects
increased Media and Advertising sales. We believe that our operating income will
continue to increase as we expand our Media and Advertising operations. 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, that it will be 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

WORKING CAPITAL

Working capital increased at September 30, 2005 to $844,005 compared to $377,564
at December 31, 2005.

CASH FLOWS

         Net cash flows from operating activities amounted to $234,482 for the
nine month period ended September 30, 2005 versus $370,576 for the comparable
period in 2004. These amounts were largely driven by net income of $49,230
(2004: $64,206) offset by non-cash items such as depreciation and amortization
of $326,249 (2004: $191,559) for both periods presented.

         Net cash flows used in investing activities for the nine months ended
September 30, 2005, totaled $83,038 representing cash paid for intangible
assets. Net cash flows used in investing activities for the comparable period in
2004 totaled $295,067 primarily representing cash paid for the purchase of
property, plant and equipment of $108,598 and cash paid for intangible assets of
$186,522.

         Net cash flows used in financing activities for the nine months ended
September 30, 2005 was $238,326 representing net advances under a bank term loan
of $249,288, bank overdraft of $25,347, and net amounts paid to related parties
of $512,961.Net cash flows provided by financing activities for the same period
in 2004 represents an amount due from an affiliate of $127,000.

         We have funded our cash needs from inception through September 30, 2005
and to the date of this Report through positive cash flow and contributions from
related parties. Our future liquidity will depend on our revenue growth and our
ability to sell our products and services at positive gross margins and control
our operating expenses. Over the coming twelve months, we expect to spend


                                       19
<PAGE>

approximately $1,200,000 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.

         Our growth plans 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 financial statements are prepared in accordance with accounting
principles generally accepted in the U.S., which requires us to make estimates
and assumptions in certain circumstances that affect amounts reported in the
accompanying financial statements and related footnotes. In preparing these
financial statements, management has made its best estimates and judgments of
certain amounts included in the financial statements, giving due consideration
to materiality. We do not believe there is a great likelihood that materially
different amounts would be reported related to the accounting policies described
below. However, application of these accounting policies involves the exercise
of judgment and use of assumptions as to future uncertainties and, as a result,
actual results could differ from these estimates.

ALLOWANCE FOR DOUBTFUL ACCOUNTS. Accounts receivable are reviewed to determine
the need for an allowance for amounts that may become uncollectible in the
future. The necessity of an allowance is based on management's review of
accounts receivable balances and historic write-offs. In the event that our
accounts receivables become uncollectible, we would be forced to record
additional adjustments to receivables to reflect the amounts at net realizable
value. The accounting effect of this entry would be a charge to income, thereby
reducing our net profit. Although we consider the likelihood of this occurrence
to be remote based on past history and the current status of our accounts, there
is a possibility of this occurrence.


                                  RISK FACTORS

         The following are important factors that could cause actual results to
differ materially from those anticipated in any forward-looking statements made
by or on behalf of the Company.

         RISKS RELATED TO OUR GENERAL OPERATIONS

         WE WILL NEED ADDITIONAL CAPITAL TO EXPAND AND DEVELOP OUR BUSINESS. We
are presently only generating minimal revenue from our Online Retailing
operations. Until such time as our Online Retailing 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 $100,000. We believe that we have sufficient capital derived from
the proceeds of our operations to meet our needs for the next 12 months after
June 30, 2005, however, we are actively taking measures to reduce our overhead
significantly, which we believe will enable us to meet our needs for the next 12
months after September 30, 2005. Our ability to execute our business strategy
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.


                                       20
<PAGE>

         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.

         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.


                                       21
<PAGE>

         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.

         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 and
Trade Dragon, 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.


                                       22
<PAGE>

         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.

         WE MAY BE UNABLE 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.


                                       23
<PAGE>

         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 into
additional 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.

         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;


                                       24
<PAGE>

         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        Expand our TradeDragon portal; and
         o        Broaden our sales and marketing channels.

         We plan to increase 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.

         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.


                                       25
<PAGE>

         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.

         RISKS RELATED TO OUR ONLINE RETAILING 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
Online Retailing business 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.


                                       26
<PAGE>

         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.

         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 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
         o        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.

         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


                                       27
<PAGE>

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.

         WE DEPEND ON THE ABILITY OF THIRD PARTIES TO TIMELY DELIVER SUFFICIENT
QUANTITIES PF 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.

         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


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<PAGE>

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 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. Since the launch of our TradeDragon portal, and
after the launch of our BonusChina portal, 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 THE
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 SUSTAIN 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 cease to be profitable. 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.


                                       29
<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.

         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
IS WHOLLY OWNED BY MICHAEL MAK, OUR CHIEF EXECUTIVE OFFICER. 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, owns 100% 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.


                                       30
<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.

         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 14 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


                                       31
<PAGE>

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 August
15, 2005, we had 19,862,000 common shares outstanding. Each of Stanford and
Archer Pacific Management, Inc. (an affiliate of Ernest Cheung, 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, 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. On January 15, 2004, the Company amended the
employment agreement to adjust the salary to $60,000 per year plus bonuses of up
to 1% of net sales of BonusAmerica over and above $10 million, valid for one
year. The contract was amended to approximate the fair value of services
rendered. For the nine months ended September 30, 2005, the Company's chief
executive officer's salary charged to operations was $45,000 (2004: $39,500).

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. In July 2005 we again reduced the space
in our Los Angeles office lowering our monthly rental obligation to $700. During
the nine months ended September 30, 2005, payments to Stanford related to rent
were $ 23,400 (2004: $37,110), respectively.

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.
During the nine months ended September 30, 2005, the Company generated revenues
of $2,093 (2004: $13,602) from its database rentals.

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. As of April
1, 2004, BonusAmerica started paying its own employment cost. During the nine
months ended September 2005, the Company incurred $0 (2004: $174,145) related to
the leasing of professional staff.


                                       32
<PAGE>

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 2004. The same percentage is
used for 2005 since the agreement between the Company and Stanford includes no
agreed upon percentage. During the nine months ended September 30, 2005, fixed
asset rental income was $13,050 (2004: $13,050).

AMOUNT DUE FROM AFFILIATE

The Company advanced $274,380 to Stanford, an affiliated company, during the
nine months ended September 30, 2005. The advances are non interest bearing,
unsecured and repayable on demand.

AMOUNT DUE TO RELATED PARTY

Amount due to a related party of $147,248 represents $40,089 due to Michael Mak,
the Company's President and Chief Executive Officer for expenses paid on behalf
of BonusAmerica, payable on demand, and $107,159 due to Megamooch, an entity
partially owned by Michael Mak from Sino-Trade, payable on demand..

ITEM 3.  CONTROLS AND PROCEDURES.

As of the end of the period covered by this report, the Company carried out an
evaluation of the effectiveness of the design and operation of its disclosure
controls and procedures pursuant to the Exchange Act Rule 13a-14. This
evaluation was done under the supervision and with the participation of the
Company's Chief Executive Officer and Chief Financial Officer, (both currently
Michael Mak). Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer has concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in the reports that we file under the Exchange Act is accumulated and
communicated to management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.

There were no changes in the Company's internal controls or in the other factors
that could significantly affect those controls since the most recent evaluation
of such controls.

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 our financial position, results of operations, or cash flows.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         Not Applicable.


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<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

ITEM 5.  OTHER INFORMATION.

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a) Reports on Form 8-K:

         None.

         (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.


                                       34
<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 17, 2005                 By: /s/ Michael Mak
                                            --------------------------------
                                        Chief Executive Officer and Director



Date: November 17, 2005                 By: /s/ Michael Mak
                                            -------------------------------
                                        Chief Financial Officer


                                       35