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 March 31, 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 May 20, 2005.

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


                                       1
<PAGE>

                          BONUSAMERICA WORLDWIDE CORP.,
                                   FORM 10-QSB
                                      INDEX

<TABLE>
<CAPTION>
                                                                                       PAGE
<S>                                                                                     <C>

PART I.                                       FINANCIAL INFORMATION

Item 1.   Financial Statements and Condensed Notes

          Condensed Consolidated Balance Sheet as of March 31, 2005 (unaudited)          3

          Condensed Consolidated Income Statement For The Three Months                   4
          March 31, 2005 And 2004 (unaudited)

          Condensed Consolidated Statement Of Cash Flows For The Three                   5
          March 31, 2005 And 2004 (unaudited)

          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                                                       17

PART II.                                        OTHER INFORMATION

Item 1.   Legal Proceedings                                                             17
Item 2.   Changes in Securities and Use of Proceeds                                     17
Item 3.   Default Upon Senior Securities                                                17
Item 4.   Submission of Matters to a Vote of Security Holders                           17
Item 5.   Other Information                                                             17
Item 6.   Exhibits and Reports on Form 8-K                                              17
          Signatures                                                                    36
</TABLE>




                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                              March 31, 2005
                                                                                ----------
<S>                                                                             <C>
ASSETS

Current assets:
     Cash and cash equivalents                                                 $   44,165
     Restricted cash                                                                20,000
     Accounts receivable                                                           771,344
     Inventories                                                                   104,433
     Amount due from related party                                                 128,400
     Prepaid and other current assets                                              162,763
                                                                                ----------
                      Total current assets                                       1,231,105

Property, plant, and equipment, net accumulated depreciation of $180,493           439,677
Intangible assets, net accumulated amortization of $374,783                        703,364
                                                                                ----------
                      Total assets                                              $2,374,146
                                                                                ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Loan from a director                                                       $   13,679
     Accounts payable and accrued liabilities                                      537,696
     Income tax payables                                                           132,036
     Amounts payable to related party                                               86,577
                                                                                ----------
                      Total current liabilities                                    769,988
                                                                                ----------

Stockholders' equity
     Common stock, $0.001 par value; 75,000,000 shares authorized; 19,862,000
        issued and outstanding                                                      19,862
     Other comprehensive income                                                        217
     Additional paid-in capital                                                  1,219,095
     Retained earnings                                                             364,984

                                                                                ----------
                      Total stockholders' equity                                 1,604,158
                                                                                ----------
                      Total liabilities and stockholders' equity                $2,374,146
                                                                                ==========
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       3
<PAGE>

                  BonusAmerica Worldwide Corp. and Subsidiaries
                     Condensed Consolidated Income Statement
                                   (unaudited)

                                          Three Months Ended  Three Months Ended
                                            March 31, 2005      March 31, 2004
Revenues:
Product sales                                 $    14,675       $   752,169
Advertising and list rentals                      645,267           126,609
                                              -----------       -----------
     Total revenues                               659,942           878,778

Cost of product sales                              46,527           397,999
                                              -----------       -----------

     Gross profit                                 613,415           480,779

Selling, general and administrative expenses      527,979           342,359
Amortization of intangible assets                  74,698            40,827
                                              -----------       -----------

Operating earnings                                 10,738            97,593

Other income                                        4,380             4,411
                                              -----------       -----------
Earnings before provision for
  income taxes                                     15,118           102,004

Provision for income taxes                         14,103            44,700
                                              -----------       -----------

     Net earnings                             $     1,015       $    57,304
                                              ===========       ===========

Basic and diluted earnings per share:                  --                --

Basic and diluted weighted average
shares outstanding                             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)

<TABLE>
<CAPTION>
                                                                      Three Months Ended   Three Months Ended
                                                                         March 31, 2005      March 31, 2004
<S>                                                                      <C>                   <C>
Cash flows from operating activities:
     Net earnings                                                        $   1,015             $  57,304
     Adjustments to reconcile net earnings to net cash
        (used in) provided by operating activities:
            Depreciation and amortization                                  109,665                54,904
            Provision for income taxes                                      14,103                44,700

            Changes in operating assets:
                   Accounts receivable                                     318,368               (50,600)
                   Inventories                                              14,123                40,109
                   Payments and other current assets                       (74,632)             (145,022)
                   Accounts payable and accrued liabilities                (35,071)              141,964
                   Income Taxes                                             (1,324)                   --
                                                                         ---------             ---------
                   Net cash (used in) provided by operating activities     346,247               143,359
                                                                         ---------             ---------

Cash flows from investing activities:
     Purchases of equipment                                                 (2,327)                   --
     Cash paid for intangible assets                                       (24,544)             (102,934)
     Cash received in acquisition                                               --                    53
                                                                         ---------             ---------
                   Net cash used in investing activities                   (26,871)             (102,881)
                                                                         ---------             ---------

Cash flows from financing activities
  Amount due from a related party                                         (128,400)                   --
  Amount payable to a related party                                         52,474                    --
  Loan from a director                                                    (287,346)                   --
                                                                         ---------             ---------
  Net cash used in financing activities                                   (363,272)                   --

Net change in cash and cash equivalents                                    (43,896)               40,478

Effect of foreign currencies on cash flows                                    (256)                   --

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

Cash and cash equivalents, end of period                                 $  44,165             $  40,478
                                                                         =========             =========
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       5
<PAGE>

                  BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING AND CHANGE IN REPORTING ENTITY

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

On March 1, 2004, Longbow entered into a definitive agreement that acquired
BonusAmerica Corporation ("BonusAmerica"), a California corporation, from
Stanford International Holding Corporation ("Stanford"). This acquisition was
accounted for as a reverse acquisition, whereby the assets of BonusAmerica were
reported at their historical cost. Longbow issued 5 million forward-split
restricted common shares to Stanford for 100% of BonusAmerica. The founders of
Longbow also transferred 6.5 million restricted shares to Stanford to complete
the transaction. As a result of the reverse acquisition, the financial
statements of the BAWC become those of BonusAmerica. Although BAWC is the legal
acquirer, it will be treated as having acquired BonusAmerica for accounting
purposes (recapitalization) and all of the operations reported represent the
historical financial statements of BonusAmerica. Stanford formed BonusAmerica
Corporation (the "Company"), a California corporation, on October 23, 2003, for
the purpose of acquiring the assets of the division of BonusAmerica from
Stanford. On January 6, 2004, the Company acquired certain assets from Stanford,
consisting primarily of receivables, inventories, property and equipment, and
intangible assets, in exchange for the outstanding common stock of BonusAmerica.
No liabilities were assumed by the Company. The assets acquired are reported at
their historical bases since the acquisition is among entities under common
control.

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

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

During the year ended December 31, 2004, the Company established a new
wholly-owned subsidiary in Hong Kong, namely, Sino Trade-Intelligent Development
Corp., Limited, and a new wholly-owned subsidiary in the PRC, namely, Wah Mau
Corporate Planning Development (Shenzhen) Company Limited (see "Note"). The
purpose of the new entities is to provide additional support to the Company's
business-to-business trade operations in Hong Kong, the PRC and the United
States.

Note: This is an English translation of the official Chinese name.

FINANCIAL STATEMENTS PREPARATION AND GOING CONCERN

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.


                                       6
<PAGE>

The unaudited condensed consolidated financial statements reflect all
adjustments, consisting of normal recurring adjustments, which are, in the
opinion of management, necessary for a fair presentation of results for the
interim periods presented. Preparing financial statements requires management to
make estimates and assumptions that affect the amounts that are reported in the
condensed consolidated financial statements and accompanying disclosures.
Although these estimates are based on management's best knowledge of current
events and actions that the Company may undertake in the future, actual results
may be different from the estimates. The results of operations for the three
months ended March 31, 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 of 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 enable them to meet its needs
for the next 12 months after March 31, 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.
The results of the Company's new subsidiaries, Sino Trade - Intelligent
Development Corp., Limited and Wah Mau Corporate Planning Development (Shenzhen)
Company Limited are included since their respective dates of incorporation /
establishment.

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
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:

                                Three months ended 31   Three months ended 31
                                     March 2005              March 2004
           United States                 23%                     54%
           Hong Kong                     56%                     46%
           China                         21%                     --

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 are considered finished goods for
financial reporting purposes.


                                       7
<PAGE>

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; significant renewals
and betterments are capitalized. Deductions are made for retirements resulting
from renewals or betterments.

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 three months
ended March 31, 2005 amounted to $24,544, and amortization totaled $74,698
(2004: $40,827). The carrying value at March 31, 2005 was $703,364. 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
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 three months ended March 31, 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 three months ended March 31, 2005 were
approximately $5,252 (2004: $80,876).

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.

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.


                                       8
<PAGE>

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.

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. 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 payable to director. The carrying value of
accounts receivable 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.


                                       9
<PAGE>

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 98% of the revenues came from this segment for
the three months ended March 31, 2005. The other segments, retail and wholesale,
generated 2% of the Company's revenues for the three months ended March 31, 2005
and 85% for the three months ended March 31, 2004.

Segment information is as follows for the three months ended March 31, 2005 and
March 31, 2004:

<TABLE>
<CAPTION>
March 31, 2005
-------------------------   ----------   ----------     ----------      ----------   ----------
                                 Product sales       Advertising and
                            Wholesale      Retail      list rentals     Corporate     Total
-------------------------   ----------   ----------     ----------      ----------   ----------
<S>                         <C>          <C>            <C>             <C>          <C>
Total revenues              $        0   $   14,675     $  645,267      $       --   $  659,942
-------------------------   ----------   ----------     ----------      ----------   ----------
Operating income (loss)              0     -200,687        211,425              --       10,738
-------------------------   ----------   ----------     ----------      ----------   ----------
Total assets                $        0   $  485,336     $1,888,810      $        0   $2,374,146
-------------------------   ----------   ----------     ----------      ----------   ----------
</TABLE>

<TABLE>
<CAPTION>
March 31, 2004
-------------------------   ----------   ----------     ----------      ----------   ----------
                                 Product sales       Advertising and
                            Wholesale      Retail      list rentals     Corporate     Total
-------------------------   ----------   ----------     ----------      ----------   ----------
<S>                         <C>          <C>            <C>             <C>          <C>
Total revenues              $  399,840   $  352,329     $  126,609      $       --   $  878,778
-------------------------   ----------   ----------     ----------      ----------   ----------
Operating income (loss)        186,750      (94,063)         4,906              --       97,593
-------------------------   ----------   ----------     ----------      ----------   ----------
Total assets                $  145,022   $  754,124     $  472,623      $  184,368   $1,556,137
-------------------------   ----------   ----------     ----------      ----------   ----------
</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.


                                       11
<PAGE>

For the three months ended March 31, 2005, the Company's chief executive officer
was paid $15,000 (2004: $12,750).

NOTE 4 - RELATED-PARTY TRANSACTIONS

Facilities

On March 1, 2004, the Company began renting warehouse and office facilities from
Stanford on a month-to-month basis at $6,000 per month. In July, 2004, the
Company's monthly rental obligation decreased to $3,500. During the three months
ended March 31, 2005, payments to Stanford related to rent were $10,500 (2004:
$8,610).

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 three months ended March 31, 2005, the Company generated revenues of
$902 (2004: $27,450) 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
three months ended March 31, 2004, the Company incurred $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 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 three months ended March 31, 2005, fixed
asset rental income was $4,350 (2004: $4,350).

Amount Due From Affiliate

The Company advanced $128,400 to Stanford, an affiliated company, during the
three months ended March 31, 2005.


                                       12
<PAGE>

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

                           Forward Looking Statements

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

      History of the Company

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

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

      Effective May 12, 2004, (i) Fred Tse resigned as our President and Chief
Executive Officer and the Board of Directors appointed Michael Mak to serve as
our President, Chief Executive Officer and director; and (ii) Carson Kwong was
appointed to serve on our Board of Directors in connection with the acquisition.
Effective October 13, 2004, Stephen Kenwood and Fred Tse resigned from their
positions as our directors. Effective October 26, 2004, John A. Leper was
appointed to serve on our Board of Directors and to serve as Secretary as
replacement for Ernest Cheung. Effective December 29, 2004, Carson Kwong
resigned from his position as a director and Kam Chuen Lau was appointed to fill
the vacancy created by Mr. Kwong's departure. Currently, our board of directors
consists of Michael Mak, who is also our President and Chief Executive Officer,
Kam Chuen Lau and John A. Leper, who is also our Secretary. We are in the
process of searching for qualified personnel to serve as our Chief Financial
Officer. Until such time, Michael Mak is serving as our interim Chief Financial
Officer.

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

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

      Overview and Future Plan of Operations

      We are a direct marketing, Internet commerce and media company based in
Los Angeles, California with operations in Hong Kong and China. Our business
consists of two divisions: Online Retailing and Media and Advertising. As of the
date of this Report both divisions are operational. Strategically, we are
shifting 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 quarter of 2005, holds the greater potential
for growth and profitability in the short and long term. We plan to eventually
phase out our Online Retail business completely.


                                       13
<PAGE>

      During the three months ended March 31, 2005, we had revenues of $659,942
with earnings before income taxes of $15,118. We are expanding our sales force
in China and Hong Kong to further promote and grow our Media and Advertising
business. 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 decided to move a significant
portion of our U.S. operations to China where we can benefit from lower overhead
costs and further capitalize on the growth potential and success we have already
experienced 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 March 31, 2005, our Online Retailing division generated 2% of our revenues
while 98% 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 March 31, 2005 and 2004:

                           Three Months Ended March 31

                            2005       2004     Variance
                            ----       ----     --------
Online Retailing          $ 14,675   $752,169   -$737,494
Media and Advertising     $645,267   $126,609   +$518,658
---------------------------------------------------------
                  Total   $659,942   $878,778   -$218,836

      There are two primary reasons for lowered overall revenue this quarter
when compared with the same 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 we have significantly lowered our online
retailing revenues. Our media and advertising business has significantly
increased as a result of re-focusing our resources on this segment of our
business. The second reason for our lowered revenues, when compared to the
previous period 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.
We have not yet fully developed and marketed our TradeDragon portal pursuant to
our business plan because 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 within three months after new funding is
raised.

      Results of Operations for the Three Months Ended March 31, 2005 and March
31, 2004


                                       14
<PAGE>

      Revenues

      A. Online Retailing

      During the three month period ended March 31, 2005, we derived $14,675, or
2% of our total revenue, from our Online Retailing operations, representing a
decrease from the comparable three month period ending March 31, 2005. Our
retail sales declined $373,494, or 98%, for the three months ended March 31,
2005 as compared to the comparable period in 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 March 31, 2005, we derived $645,267,
or 98%, of our total revenue, from our Media and Advertising division. This
represents an increase of $518,658 from the comparable three month period ending
March 31, 2004. This increase is attributable to our increased focus on building
our Media and Advertising business.

      Cost of Sales

      Cost of sales were $46,527 for the three month period ended March 31, 2005
as compared to $ 397,999 for the three month period ended March 31, 2004. The
decrease in costs for the three month period ended March 31, 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.

      Selling, General and Administrative Expenses

      Selling, general and administrative expenses were $527,979 for the three
month period ended March 31, 2005 as compared to $342,359 for the three month
period ended March 31, 2004. The increase in expenses during the three month
period ended March 31, 2005 was primarily attributable to the operations of Sino
Trade, our Hong Kong subsidiary, which is responsible for our Media and
Advertising business in Hong Kong and China.

      Total marketing expenses were $47,460 for the three month period ended
March 31, 2005 as compared to $83,085 for the three month period ended March 31,
2004. The decrease in marketing expenses for the three month period ended March
31, 2005 as compared to March 31, 2004 was due to the elimination of promotional
spending for Online Retailing.

      Net Earnings/Loss

      Our Online Retailing operations had net losses of $200,687 for the three
month period ended March 31, 2005 as compared to a net loss of $94,063 for the
three month period ended March 31, 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 $211,425
for the three month period ended March 31, 2005 as compared to $4,906 for the
three month period ended March 31, 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.


                                       15
<PAGE>

      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 for the Three Month Period Ended March 31,
2005 and 2004.

      We generated cash flows from operations in the amount of $346,247 for the
three month period ended March 31, 2005 primarily attributable to cash
collections on outstanding receivables since year end of approximately $318,000
offset by prepayments and payments on outstanding liabilities of approximately
$111,000 and non-cash expenses such as depreciation, amortization and provision
for income taxes of approximately $124,000. Cash flows generated from operating
activities for the comparable period in 2004 were $143,359 primarily
attributable to increases in operating expenses of approximately $145,000,
offset by an increase in accounts receivable ($51,000) and a decrease
inventories ($40,100) resulting from the increased sale of our product since
year end.

      We have funded our cash needs from inception through March 31, 2005 and to
the date of this Report through positive cash flow and contributions of up to
$250,000 from Stanford and income from operations. 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 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.

Inventories and Related Allowance for Excess and Obsolete Inventory. Inventories
are valued at the lower of cost or market and reviewed to determine the need for
an allowance for excess and obsolete inventories. The need for an allowance is
based on management's review of inventories on hand compared to estimated future
usage and sales. Our inventory purchases and commitments are made in order to
build inventory to meet future shipment schedules based on forecasted demand for
our products. We perform a detailed assessment of inventory for each period,
which includes a review of, among other factors, demand requirements, product
life cycle and development plans, component cost trends, product pricing and
quality issues. Based on this analysis, we record adjustments to inventory for
excess, obsolescence or impairment, when appropriate, to reflect inventory at
net realizable value. Revisions to our inventory adjustments may be required if
actual demand, component costs or product life cycles differ from our estimates.


                                       16
<PAGE>

Item 3. Controls and Procedures.

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

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

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.

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

      None.

Item 5. Other Information.

DESCRIPTION OF THE COMPANY

      Generally

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


                                       17
<PAGE>

      Our operations can be divided into two active divisions:

      o     Online Retailing: We merchandise, market, sell and distribute a wide
            variety of products which include household products, electronics,
            fashion accessories, personal interest items and other general
            merchandise on our website at www.bonusamerica.com to our customers
            in an "Opted-In" database of approximately 15,000,000 e-mail and
            approximately 3,000,000 postal addresses.

      o     Media and Advertising: We derive revenue from the rental of e-mail
            and postal address lists to selected other marketers, and from
            selling advertising space on our various Internet marketing portals.
            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 intend to launch www.BonusChina.com an online
            entertainment, information and services portal in China when and if
            funding is available to do so.

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

      We have also established a wholly-owned subsidiary, Sino Trade -
Intelligent Development Corp. LTD., an organization formed under the laws of
Hong Kong, or Sino Trade, to provide infrastructure support for our operations
in China and Hong Kong and to help generate sales for our Media and Advertising
business in Hong Kong and China. Sino Trade was been successful in generating
revenue and profit in the first quarter of 2005. Through Sino Trade, we now
operate three offices in mainland China and one office in Hong Kong. We closed
two of our offices in China to help reduce overhead. Our offices in China are
located throughout the Guangdong Province, the manufacturing center that was
responsible for approximately 35% of China's total exports for 2004. The fourth
office is located in Hong Kong and serves as our China communications hub.
Communications between this Hong Kong office and the U.S. headquarters in Los
Angeles allows for seamless international business operations. Corporate
management and strategy, marketing, IT and US Sales are handled in the U.S.
office while China marketing, sales and product sourcing and production are
executed and managed by our offices located in China. We currently serve
customers within the U.S., Hong Kong, China, and Canada.

      Online Retailing

      We established our Online Retailing division in 2002 through our
BonusAmerica web site located at www.BonusAmerica.com. The BonusAmerica website
offers a collection of low cost ($9.99 - $99.99) household products,
electronics, fashion accessories, personal interest items and other general
merchandise directly to retail and wholesale consumers located in the United
States. With special offers and bonuses, BonusAmerica attempts to attract
potential subscribers to "Opt-In" to our database to receive future offers.
Subscribers that make an actual purchase or requested additional information are
added to our email database and our postal database of land addresses.

      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 and developed the following suite of online businesses
that make up our advertising distribution network:

      o     Consumer Database Rentals (marketing to subscribers in our Opted-In
            database);
      o     TradeDragon; and
      o     BonusChina.com entertainment, information and services portal
            (planned).


                                       18
<PAGE>

      With the exceptions of our Consumer Database Rentals and TradeDragon, each
of our Advertising Distribution components listed above will remain inactive
until management determines that adequate resources are available to operate
them profitably.

      Consumer Database List Rentals. We have a proprietary and growing
"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 (Inactive). 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 DragonDynamics, we are able to drive both
buyer and seller side traffic to our TradeDragon portal. We intend to generate
revenue from companies that wish to sell to or partner with companies in the
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.

      TradeDragon was launched on schedule. 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
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.


                                       19
<PAGE>

      We will continue minimal marketing for online retailing through
BonusAmerica websites, but plans to phase this business out in order to fully
concentrate on our Media and Advertising business.

      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

      Except for our business related to our TradeDragon portal, our business is
highly seasonal, with sales peaks in the end-of-year holiday shopping seasons as
well as for Mother's Day, Father's Day and graduation gift giving. A substantial
portion of our total revenues, and all or most of our net earnings, occur in our
fourth fiscal quarter ending December 31. We generally experience lower revenues
during the other quarters and, as is typical in the retail industry, have
incurred and may continue to incur losses in these quarters. In addition,
similar to many retailers, we make merchandising and inventory decisions for the
holiday season well in advance of the holiday selling season. Accordingly,
unfavorable economic conditions or deviations from projected demand for products
during the fourth quarter could have a material adverse effect on our financial
position or results of operations for the entire fiscal year. The fourth quarter
accounted for 40% of total revenues in fiscal year 2004. In addition, the fourth
quarter accounted for a substantial portion of our net earnings in 2004.

      Facilities

      On March 1, 2004, we began renting warehouse and office facilities
consisting of approximately 5,000 square feet from Stanford (which leases the
premises from Anjac) on a month-to-month basis at $6,000 per month. In July
2004, our monthly rental obligation decreased to $3,500. During the three months
ended March 31, 2005, payments to Stanford related to rent were $10,500.

      Employees

      As of March 31, 2005, we employed approximately 108 associates,
approximately 95% of whom were full-time. We consider our associate relations to
be good.

      Available Information

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


                                       20
<PAGE>

                                  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 Immediately 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 March 31, 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 March 31, 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.

      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.


                                       21
<PAGE>

      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.

      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.


                                       22
<PAGE>

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

      We Could Be Liable for Unlawful or Fraudulent Activities by Users of Our
Online Portals. In operating our online portals such as BonusAmerica 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.

      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.


                                       23
<PAGE>

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

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

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

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

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


                                       24
<PAGE>

      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;
      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.


                                       25
<PAGE>

      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.

      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.


                                       26
<PAGE>

      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.

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

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

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

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

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


                                       27
<PAGE>

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

      We Are Dependent on the Success of Our Advertising and Direct Marketing
Efforts and Our Profitability Will Be Adversely Affected By Increased Costs
Associated With These Efforts. Our revenues depend in part on our ability to
effectively market and advertise our products through our Online Retailing
operations. Increases in advertising costs may limit our ability to advertise
without reducing our profitability. If we decrease our advertising efforts due
to increased advertising costs, restrictions placed by regulatory agencies or
for any other reason, our future operating results may be materially adversely
affected. We may also utilize other advertising media, such as television
infomercials, radio and single product mailings. If our advertising is
ineffective and increased advertising expenditures do not result in increased
sales volumes, our sales and profits will be adversely affected. We expect to
continue to spend on advertising and marketing at increased levels in the
future, but may not continue to produce a sufficient level of sales to cover
such expenditures, which would reduce our profitability.

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

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

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


                                       28
<PAGE>

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

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

      We Depend On the Ability of Third Parties to Timely Deliver Sufficient
Quantities 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.


                                       29
<PAGE>

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

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

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

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

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


                                       30
<PAGE>

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

      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.


                                       31
<PAGE>

      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.

      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, a
Majority of Which is Owned by Michael Mak, Our Chief Executive Officer, and
Carson Kwong, Our Former Director. Stanford International Holdings beneficially
own 57.9% of the issued and outstanding shares of our common stock. Michael Mak,
our Chief Executive Officer and director, and Carson Kwong, our former director,
own 40.36% and 9.64%, respectively, 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.


                                       32
<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; and
      o     additions or departures of key personnel; and o certain analyst
            reports, news, and speculation.


                                       33
<PAGE>

      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
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 May 20,
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, we entered into a binding letter of employment with
Michael Mak, our chief executive officer, which provides for an annual salary of
$100,000, plus bonuses of up to 1% of base salary. We intend to enter into a
long-form employment agreement with Mr. Mak in the near future. 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 three months ended March 31, 2005,
the Company's chief executive officer was paid $15,000 (2004: $12,750).

      Facilities

      On March 1, 2004, we began renting warehouse and office facilities from
Stanford on a month-to-month basis at $6,000 per month. In July, 2004, our
monthly rental obligation decreased to $3,500. During the three months ended
March 31, 2005, payments to Stanford related to rent were $10,500 (2004:
$8,610).


                                       34
<PAGE>

      Database Rentals

      We rent our customer database to other divisions of Stanford. Rents
charged are based on 15% of revenues generated from the use of the database by
Stanford's other divisions. During the three months ended March 31, 2005 and
2004, we received $902 and $27,450, respectively, from Stanford and other
affiliates in connection with database rentals. This arrangement is terminable
by us upon notice to Stanford.

      Leasing of Professional Staff

      On February 12, 2004, we entered into an oral agreement to lease from
Stanford certain employees. Pursuant to the terms of the agreement, we would pay
a portion of the leased employee's compensation costs based upon the percentage
of employee hours used by us in 2003. In connection therewith, Stanford charged
us 68% of its total employee costs from January to March 2004. In April 1, 2004,
we started paying our own employment cost, and we ceased to lease professional
staff from Stanford. During the three months ended March 31, 2004, we incurred
approximately $174,145 related to the leasing of professional staff.

      Fixed Assets Rentals

      On February 20, 2004, we agreed to lease property and office and other
equipment from Stanford based on a reasonable and agreed upon charge. Lease
charges were approximately 25% of the depreciation expense in 2003. The same
percentage is used for 2005 since the agreement between us and Stanford includes
no agreed upon percentage. During the three months ended March 31, 2005 and
2004, fixed asset rental income was $4,350 and $4,350, respectively. We intend
to continue leasing the property and office and other equipment in the near
future.

      Amounts due from affiliate

      During the three months ended March 31, 2005, we advanced the amount of
$128,400 as an interest-free loan to Stanford.

      "AHNSER" Private Label Products

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

                                       35
<PAGE>

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

      (a) Reports on Form 8-K:

We filed the following Current Report on Form 8-K during the quarter covered by
this Form 10-QSB.

As Current Report filed on January 4, 2005 in which we disclosed the resignation
of Carson Kwong from his position as a director of the Company and the
appointment of Kam Chuen Lau to serve as a replacement director.

      (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.


                                       36
<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: May 23, 2005                     By: /s/ Michael Mak
                                           -------------------------------------
                                       Chief Executive Officer and Director

Date: May 23, 2005                     By: /s/ Michael Mak
                                           -------------------------------------
                                       Chief Financial Officer


                                       37