UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, DC 20549  Form
10-K (Mark one)  TANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal
year ended: December 31, 2008  £TRANSITION REPORT PURSUANT TO SECTION 13
or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
______________ to _____________  Commission File
No. 000-52020  ASIAN TRENDS MEDIA HOLDINGS,
INC.(Exact name of small business
issuer as specified in its charter)NEVADA

90-0201309(State or other jurisdiction
of

(IRS Employer Identification
No.)incorporation or
organization)  Suite 1902, 19th
FloorTower II, Kodak HouseQuarry BayHong Kong

n/a(Address of Principal Executive
Offices)

(Zip
Code)  Registrants telephone
number, including area code: 852-2102-0100   Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act during the preceding 12 months (or for such shorter period that the
issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes T 
 No £  Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
   £  Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.  Large accelerated filer.
       £
Accelerated filer.
           
           £Non-accelerated filer.
         £
(Do not check if a smaller reporting
company)
Smaller reporting company.
     T  Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes  £     No  S   1     State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the registrants
most recently completed second fiscal quarter, June 30, 2008: N/A.  Number of the issuers Common Stock outstanding as of
March 18, 2009:  81,912.000  Documents incorporated by reference: None.  Transitional Small Business Disclosure Format (Check
One): Yes£    No
S  2


TABLE OF CONTENTS   PagePart I

4Item 1
Business
4Item 1A
Risk Factors
9Item 1B
Unresolved Staff Comments
24Item 2
Properties
24Item 3
Legal Proceedings
24Item 4
Submission of Matters to a Vote of Security
Holders
24Part II

24Item 5
Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities.
24Item 6
Selected Financial Data.
25Item 7
Managements Discussion and Analysis of Financial
Condition and Results of Operation
25Item 7A
Quantitative and Qualitative Disclosures about
Market Risk
29Item 8
Financial Statements and Supplementary Data
29Item 9
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
44Item 9A
Controls and Procedures
44Item 9B
Other Information
45Part III

45Item 10
Directors and Executive Officers and Corporate
Governance.
45Item 11
Executive Compensation
47Item 12
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
47Item 13
Certain Relationships and Related Transactions, and
Director Independence.
48Item 14
Principal Accounting Fees and Services
48Part IV

49Item 15
Exhibits, Financial Statement Schedules
49Signatures

50    3     Forward Looking
Statements  This report contains certain
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 include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "we believe," "our
company believes," "management believes" and similar language.  These
forward-looking statements are based on our current expectations and are subject
to certain risks, uncertainties and assumptions, including those set forth in
the discussion under Part 1, Item 1 Description of Business" and Part 1, Item 7
"Management's Discussion and Analysis", including under the heading  Risk
Factors under Part 1, Item 1A.  Our actual results may differ materially
from results anticipated in these forward-looking statements.  We base our
forward-looking statements on information currently available to us, and we
assume no obligation to update them.  In addition, our historical financial
performance is not necessarily indicative of the results that may be expected in
the future and we believe that such comparisons cannot be relied upon as
indicators of future performance.  PART I  Item 1. Business  Background Information  The Company was incorporated under the laws
of the State of Delaware on July 15, 2002 with authorized common stock of
50,000,000 shares at $0.001 par value with the name North America Marketing
Corporation.  On March 29, 2004, the Company changed the
domicile to the State of Nevada in connection with a name change to Elite Artz,
Inc..  On October 1, 2007, Elite Artz, Inc.
completed a share exchange agreement with Parkade and Clifford Manufacturing
Co., Ltd., the sole shareholder of Parkade.  For accounting purposes, this
acquisition was treated as a reverse acquisition and recapitalization of
Parkade.  The Company then effected a name change to Clifford China
Estates, Inc.  On December 30, 2008, Asian Trends Media
Holdings, Inc. (the Company) entered into and completed an agreement for share
exchange (the Acquisition Agreement) with Asian Trends Broadcasting Inc.
(Asian Trends BVI), a company incorporated on July 21, 2008 under the laws of
the British Virgin Islands. Asian Trends BVI operates liquid crystal display
(LCD) flat-panel televisions and LCD billboards that advertise throughout Hong
Kong and creates revenue by selling advertising airtime on these LCD displays
through a wholly-owned subsidiary in Hong Kong, namely, Asian Trends
Broadcasting Corporation Limited (Asian Trends HK).  Asian Trends HK was
incorporated on August 5, 2008.  Pursuant to the terms of the Acquisition
Agreement, the Company acquired 100% ownership interest in Asian Trends BVI.
Consideration paid by the Company to Asian Trends BVI was 75,793,200
restricted shares of the Companys common stock.  After the completion of
the transaction, Asian Trends BVI became a wholly owned subsidiary of the
Company.  In conjunction with the Acquisition
Agreement with Asian Trends BVI, the Company entered into and completed an
agreement for share exchange (the Disposal Agreement) with Clifford
Manufacturing Co., Ltd. (Clifford Mfg.) and the shareholders of the Company
(Shareholders).  Pursuant to the terms of the Agreement, Clifford Mfg.
shall acquire 100% ownership of the issued and outstanding capital stock of
Parkade International Ltd., a British Virgin Islands Holding Company
(Parkade), which are currently held by the Company (the Parkade Shares). As
consideration for the Parkade Shares, Clifford Mfg. caused all of the shares
held by affiliates of Clifford Mfg to be delivered to the Company, including
47,973,200 shares of the Companys common stock and 5,000,000 shares of the
Companys Series A Preferred Stock, held by such affiliates.  4      On December 31, 2008, the Company closed
the transaction set forth in the Disposal Agreement with Clifford Mfg.
 Pursuant to the terms of the Disposal Agreement, Clifford Mfg. acquired
100% ownership of the issued and outstanding capital stock of Parkade.  In
consideration for the Parkade Shares, Clifford Mfg. caused its affiliates to
deliver the agreed shares to the Company.  Immediately following completion of the
above acquisition and disposal transactions through the issuance and
cancellation of the Companys common stock and preferred stock, the Company has
77,820,000 shares of its common stock issued and outstanding.  The intent of the agreement was to have
Clifford become a public shell company and account for the business acquisition
as a reverse merger with Asian Trends being the accounting acquireror and the
surviving entity.  Subsequently, On January 12, 2009, Clifford
caused to be formed a corporation under the laws of the State of Nevada called
Asian Trends Media Holdings, Inc. (Merger Sub) which is a direct wholly-owned
subsidiary of Clifford.  On January 12, 2009, Clifford and Merger Sub
entered into an Agreement and Plan of Merger, to become effective on January 20,
2009, pursuant to which Merger Sub merged with and into Clifford and Clifford
remained as the surviving corporation of the merger.  As a result of the merger, the corporate
name of Clifford was changed to Asian Trends Media Holdings, Inc. Prior to the
merger, Merger Sub had no liabilities and nominal assets and, as a result of the
merger the separate existence of Merger Sub then ceased. Clifford was the
surviving corporation in the merger and, except for the name change provided for
in the Agreement and Plan of Merger, there was no change in the directors,
officers, capital structure or business of Clifford.  Clifford, as the parent domestic Nevada
corporation, owning at least 90 percent of the outstanding shares of Merger Sub,
under Nevada law (NRS Section 92A.180) may merge Merger Sub into itself without
shareholder approval and effectuate a name change without shareholder
approval.  Following the Merger, on March 16, 2009,
Asian Trends (the Company) filed a Form 8-K/A with the SEC setting forth the
new business and combined financial statements.  Asian Trends Media Holdings, Inc. is a
multi-platform digital media company that operates a large out-of-home (OOH)
advertising network.  We established our location in dense areas and
sustain close and strong bonds with the public through our direct channels. With
the help of innovative technology, we can offer one-stop marketing solutions to
clients.  The core capability of Asian Trends Media
Holdings, Inc. includes: 1. Media Platform Airtime 2. Advertising Production 3. TV Program Production Business Overview and Operations  We provide one stop solution for
advertiser, from brainstorming, storyboarding, production of commercials and
advertisements to media planning.  We are an exclusive subcontractor of
Digital Outdoor Television (HK) Limited (DOTV).  DOTV is an out-of-home
(OOH) digital media platform.  It covers of 143 locations with more than
180 sets of plasma or LCD panels, of which sizes range from 37 to 42 inches.
 We provide general and administrative support for the operations.  We
pay a license fee to DOTV and market airtime on their set locations. DOTV pays a
commission to us for all revenues generated from airtime.  5     We aim to develop the network of the digital multimedia
platform.  We set up a computer system at the location of our strategic
partner to provide interesting trendy programs, information and advertisements
to the audiences.  Our strategic partners include restaurant chains,
shopping malls and convenience stores.  The program is transmitted through
the internet which allows us to deliver our message by creating specific
schedule to be shown at specific location for a specific group of target
audience in a specific period of time.  The flexibility of the content
management system allows the content can be modified anytime with a simple click
to cope with strategic media planning of the advertiser.  Besides marketing the airtime of the media
platform, we produce a large variety of programs which promote a trendy
lifestyle.  Therefore, we focus on the development of program.  Trendy
information is always the most attractive area to the audience, especially to
the age group of 25 to 40 years old, who are willing to spend money to improve
their quality of life.  Corporate Milestones  Year
              Milestone July 2008
      Founding of Asian Trends Broadcasting
Corporation Limited Sep 2008
      Office moved to Suite 1902, Kodak House II,
North Point, Hong Kong Jan 2009
       Ran a Chinese New Year Advertising
Campaign  Industry and Market Environment;
Customers and Markets  The commission of the company is to manage
interactive and extensive promotional campaigns for advertisers, in order to
deliver the most appropriate message to their target audience.  We focus in
consolidating the brand awareness of our clients through our strong out-of-home
advertising networks so that their target customers can be reached.  We provide promotion of multi-platform
digital advertising networks for our clientele.  We can also provide
advertising production and technology services for clients.  The
distribution channels include: liquid crystal display (LCD) flat-panel
televisions, outdoor light-emitting diode (LED) digital billboard, mobile
handset advertising networks and internet advertising platforms.  Our Digital OOH Advertising network is
comprised of our LCD display network of flat-panel television displays placed in
sizeable and packed commercial edifices and public structures.  These sites
are targeting different aspects of consumers.  A majority of the content displayed on our
commercial location and in-store networks consists of a variety of
advertisements which are broadcasted routinely throughout the day.  Services  Media Platform Airtime We market the airtime
of a digital outdoor media platform that covers 143 locations and 180 sets of
flat panel displays.  The distribution of the media platform is targeted at
restaurant chains, shopping malls and convenience stores.  For convenience
stores, a single advertisement will be broadcasted at 8 spots per hour
throughout 24 hours.  For shopping malls and restaurant chains, the
advertisement will be screened at 4 spots per hour throughout 16 hours.  Our platform offers an
alternative access to their potential customers for the advertisers. Our revenue
is earned by selling advertising time slots through our OOH networks  Advertising Production We participate in the
production of video advertisements for our clients. From brainstorming,
storyboarding, video shooting, editing to media planning. Therefore, we are
dedicated to providing one-stop solutions to advertisers.   6     TV Program Production We produce in-house
programs.  Our program content is specifically tailored to engage
higher-than-average disposable income consumers.  Our programs have
attracted much attention due to our unique, creative and entertaining contents.
 In order to enhance our audiences lifestyle, we have launched three
channels: Break Time is a channel delving into various kinds of leisure
activities.  Eat Cool will explore all the exotic and exquisite dining
places in town.  BoBo Channel will be your most updated fashion guide.
 With the appealing contents, we can attract the target audiences.  Besides production of
our own programs, we provide one stop solution for our clients from
storyboarding, film shooting, film editing and graphic designing.
 Customizing these programs for client is another source of our revenue.  We have two employees
responsible for the entire production processes.  They report directly to
the Vice President.  Regular Free Slideshow Production for
Sites Program We produce free
slideshows on a quarterly basis for our distribution partners to promote their
own products on-site.  Sales and Marketing  We provide one-stop solutions ranging from
setting up corporate identity, brand building, marketing strategy, media
planning and production of program content.  Our platform can support any
type of outdoor advertising campaign.  Our customized marketing packages
are able to suit advertisers with diverse campaign objectives and budgets.  We have two marketing associates for the
following:  · Cold calling potential
customers · Meeting regularly with
customers to plan the advertisement schedule · Advising the total
marketing solutions to customers · Arranging the date for
broadcasting  Current Operations  Program Content Program content
provided by the clients will be converted into a suitable file format for the
computer system.  The computer system is capable to play most of the video
file formats, such as wmv, mov, avi, and mpeg4.  The media files will be
uploaded to the data center and stored in the database after approval by the
management. And then the content will be assigned to the playlist according to
the scheduled time period and locations.  Playlist Playlist is a list of
contents in the show reel.  It consists of the contents provided by the
site providers, TV commercials by the advertisers, movie trailers by the film
distributors and the TV programs of our own production.  The rundown of the
playlist is edited on a weekly basis and the content on the playlist is
scheduled one week in advance for approval by the management before it is
updated every Thursday.  Computer and Network Maintenance Computer maintenance is
a fundamental element of our daily production operation.  A computer with a
specific identity code is being installed in the site as a player to broadcast
the video contents. It is connected to the media hub, which is the database of
the media file and it will download the assigned media files and play them
according to the schedule of the playlist.  Although the playlist is
scheduled to be updated every Thursday, we can modify the content remotely by
internet; it provides a great flexibility to cope with ad hoc advertising
programs.  Our maintenance team is responsible for the stability of the
computer system.  We can monitor the status of the on-site computer system
through an internet interface, which allow us to take prompt action dealing with
the system failure and sustain the stability of the network. In addition, there
are two regular on site check up in a year and random inspection every month.
 The maintenance team reports directly to the Vice President.  7      Media Coverage  Our Media coverage consists of a series of
chain stores and restaurants, including:  Name of Chain
No. of SitesCircle K Convenience Store
45Koon Thai Hai Nam Chicken
19Ocean Empire
18Itamae Sushi
8Itacho Sushi
7Azabusabo
7Mian café
6Freshness Burger
57 Eleven Convenience Store
2  Competition There are a few
digital media platform providers in Hong Kong.  However, they mostly
concentrate in commercial buildings, elevators and methods of transportation.
 Despite the rapid growth of OOH style, the media field that we launch in
is not as competitive as other markets because it is unlikely for fresh
contenders to emerge in this industry due to the high setup costs including
LCD/Plasma installation, broadband installation, computer and network
maintenance, production equipment.  Major Competitors ****There are two major
prevailing contenders in Hong Kong: Roadshow and Focus Media Hong Kong. Roadshow is a
listed company on Hong Kong Stock Exchange with stock code888.  Roadshow is
engaged in multi-media on-board advertising aimed at passengers riding public
transit vehicles in Hong Kong.  They have approximately 4,800 public
transit vehicles equipped with their system. Focus Media Holding
Ltd is a listed company on NASDAQ with stock code FMCN. Focus Media is a media
platform covers specific demography of higher-than-average-income urban
consumers at various out-of-home media interaction points, varying from lobbies
and elevators of commercial and office structures.  They have approximately
112,000 flat-panel displays in over 90 cities in China.  Our Competitive advantages  We believe that our competitive advantages
are as follows:  All our sites are
connected with broadband internet; therefore we can update the contents real
time online to demonstrate more flexibility to customers while our competitors
are still running an offline system.  We have an in-house
production team which is in charge of tailoring our own programs and our
clients advertisements.  Therefore, we can customize the contents for our
clients.  Currently, our major competitors are listed
companies that are more capable of arranging for both external and internal
resources.  In terms of the ability to expand the network, we believe that
we may be in a disadvantage comparing to our major contenders because the
relative costs on develop our network would be higher than theirs.  8      Business
development It is our goal to
create one of the largest multi-platform digital advertising networks in Hong
Kong by providing different media formats including audiovisual television
displays, poster frames and other innovative media.  We will continue to
source different kind of innovative technology in order to enhance our platform
and competitive advantage. We will continue to devote more resources
to in-house production and focus on enriching and upgrading content to generate
greater revenues in our programs.  Item 1A. Risk Factors Before you invest
in our common stock, you should be aware that there are risks, as described
below.  You should carefully consider these risk factors together with all
of the other information included in this prospectus before you decide to
purchase shares of our common stock. Any of the following risks could adversely
affect our business, financial condition and results of operations. We have
incurred substantial losses from inception while realizing limited revenues and
we may never generate substantial revenues or be profitable in the future.  Risks Associated with the
Company    (1)  Our failure to file timely
reports may subject us to shareholder litigation, which may materially and
adversely affect our business.  Our
failure to file our reports in a timely manner may subject us to shareholder
litigation, which may divert the attention of our management and force us to
expend resources to defend against such claims. Any litigation may have a
material and adverse effect on our business and future results of
operations.  (2)  We have a limited operating
history, which may make it difficult for you to evaluate our business and
prospects.  We
began operations of our commercial location network in July 2008. Accordingly,
we have a very limited operating history for our current operations upon which
you can evaluate the viability and sustainability of our business and its
acceptance by advertisers and consumers. It is also difficult to evaluate the
viability of our use of audiovisual advertising displays in restaurants, audio
stores and electronic store malls and other out-of-home commercial locations as
a business model because we do not have sufficient experience to address the
risks frequently encountered by early stage companies using new forms of
advertising media and entering new and rapidly evolving markets. These
circumstances may make it difficult for you to evaluate our business and
prospects.  (3)We derive a substantial portion of our
revenues from the provision of advertising services, and advertising is
particularly sensitive to changes in economic conditions and advertising
trends.  Demand for advertising time slots on our
networks, and the resulting advertising spending by our clients, is particularly
sensitive to changes in general economic conditions and advertising spending
typically decreases during periods of economic downturn. Advertisers may reduce
the money they spend to advertise on our networks for a number of reasons,
including a general decline in economic conditions, a decline in economic
conditions in the particular cities where we conduct business, a decision to
shift advertising expenditures to other available advertising media, or a
decline in advertising spending in general.  A
decrease in demand for advertising media in general and for our advertising
services in particular would materially and adversely affect our ability to
generate revenue from our advertising services, and our financial condition and
results of operations.  9      (4)Our quarterly operating results are
difficult to predict and may fluctuate significantly from period to period in
the future.  Our
quarterly operating results are difficult to predict and may fluctuate
significantly from period to period based on the seasonality of consumer
spending and corresponding advertising trends in Hong Kong. In addition,
advertising spending generally tends to decrease during January and February
each year due to the Chinese Lunar New Year holiday. We believe we will also
experience a slight decrease in revenues during the hot summer months of July
and August each year, when there is a relative slowdown in overall commercial
activity in urban areas such as Hong Kong. As a result, you may not be able to
rely on period to period comparisons of our operating results as an indication
of our future performance. Factors that are likely to cause our operating
results to fluctuate, such as the seasonality of advertising spending in Hong
Kong, a deterioration of economic conditions in Hong Kong and potential changes
to the regulation of the advertising, Internet and wireless communications
industries in Hong Kong, are discussed elsewhere in this prospectus. If our
revenues for a particular quarter are lower than we expect, we may be unable to
reduce our operating expenses for that quarter by a corresponding amount, which
would harm our operating results for that quarter relative to our operating
results from other quarters.  (5)Our failure to maintain existing
relationships or obtain new relationships with businesses that allow us to
access to desirable locations and platforms on which we operate our network
could harm or reverse our growth potential and our ability to increase our
revenues.  Our
ability to generate revenues from advertising sales depends largely upon our
ability to provide large networks of flat-panel displays placed in desirable
buildings, commercial and store locations, and to secure desirable locations of
large outdoor LED digital billboards throughout Hong Kong. We also depend on the
ability of our third-party location provider to secure desirable LED digital
billboard locations for our outdoor LED network. This, in turn, requires that we
develop and maintain business relationships with real estate developers,
landlords, property managers, hypermarkets, retailers, and other businesses and
locations in which we rent space for our displays. We may not be able to
maintain our relationships with them on satisfactory terms, or at all. If we
fail to maintain our relationships with landlords and property managers, or if a
significant number of our existing display placement agreements are terminated
or not renewed or if we fail to maintain our relationship with our location
provider of LED space, advertisers may find advertising on our networks
unattractive and may not wish to purchase advertising time slots on our
networks, which would cause our revenues to decline and our business and
prospects to deteriorate.  In
accordance with real estate laws and regulations, prior consent of landlords and
property managers is required for any commercial use of the public areas or
facilities of residential properties. However, if the landlords of a residential
complex object to our placing flat-panel displays in the elevators and public
areas of the complex, we may be required to remove our flat-panel displays from
the complex and may be subject to fines. We may not be able to successfully
expand our out-of-home advertising network into new regions or diversify our
network into new advertising networks or media platforms, which could harm or
reverse our growth potential and our ability to increase our
revenues.  (6)If we are unable to obtain or retain
desirable placement locations for our flat-panel displays on commercially
advantageous terms or if the supply of desirable locations diminishes or ceases
to expand, we could have difficulty in maintaining or expanding our network, our
operating margins and earnings could decrease and our results of operations
could be materially and adversely affected.  Our
location costs, which include lease payments to landlords and property managers
under our display placement agreements, maintenance and monitoring fees and
other associated costs, comprise a significant portion of our cost of revenues.
In the future, we may need to increase our expenditures on our display placement
agreements to obtain new and desirable locations, to renew existing locations,
and to secure favorable exclusivity and renewal terms. In addition, lessors of
space for our flat-panel displays may charge increasingly higher display
location lease fees, or demand other compensation arrangements, such as profit
sharing. If we are unable to pass increased location costs on to our advertising
clients through rate increases, our operating margins and earnings could
decrease and our results of operations could be materially and adversely
affected.   10     Furthermore, it may be difficult to increase
the number of desirable locations in our network because most such locations
have already been occupied either by us or by our competitors, or, in the case
of outdoor LED billboards, because the placement of outdoor installments may be
limited by municipal zoning and planning policies. If, as a result of these
possibilities, we are unable to increase the placement of our out-of-home
television advertising networks into commercial and residential locations that
advertisers find desirable, we may be unable to expand our client base, sell
advertising time slots on our network or increase the rates we charge for time
slots which could decrease the value of our network to advertisers.  (7)  If we are unable to attract
advertisers to advertise on our networks, we will be unable to maintain or
increase our advertising fees and the demand for time on our networks, which
could negatively affect our ability to grow revenues.  The
amounts of fees we can charge advertisers for time slots on our out-of-home
television networks depend on the size and quality of our out-of-home television
networks and the demand by advertisers for advertising time on our out-of-home
television networks. Advertisers choose to advertise on our out-of-home
television networks in part based on the size of the networks and the
desirability of the locations where we have placed our flat-panel displays and
where we lease LED digital billboards as well as the quality of the services we
offer. If we fail to maintain or increase the number of locations, displays and
billboards in our networks, diversify advertising channels in our networks, or
solidify our brand name and reputation as a quality provider of advertising
services, advertisers may be unwilling to purchase time on our networks or to
pay the levels of advertising fees we require to remain profitable.  Our failure to attract advertisers to
purchase time slots on our networks will reduce demand for time slots on our
networks and the number of time slots we are able to sell which could
necessitate lowering the fees we charge for advertising time on our network and
could negatively affect our ability to increase revenues in the future.  (8)  Our future acquisitions may
expose us to potential risks and have an adverse effect on our ability to manage
our business.  Selective acquisitions will form a part of our
strategy to further expand our business. If we are presented with appropriate
opportunities, we may acquire additional businesses, services or products that
are complementary to our core business. Our integration of the acquired entities
into our business may not be successful and may not enable us to expand into new
advertising platforms as well as we expect. This would significantly affect the
expected benefits of these acquisitions. Moreover, the integration of any future
acquisitions will require significant attention from our management.  The diversion of our managements attention
and any difficulties encountered in any integration process could have an
adverse effect on our ability to manage our business. In addition, we may face
challenges trying to integrate new operations, services and personnel with our
existing operations. Future acquisitions may also expose us to other potential
risks, including risks associated with unforeseen or hidden liabilities, the
diversion of resources from our existing businesses and technologies, our
inability to generate sufficient revenue to offset the costs, expenses of
acquisitions and potential loss of, or harm to, relationships with employees and
advertising clients as a result of our integration of new businesses and new
regulations governing cross-border investment by Hong Kong residents. In
addition, we cannot assure you that we will be able to realize the benefits we
anticipate from acquiring other companies or that we will not incur costs,
including those relating to intangibles or goodwill, in excess of our projected
costs for these transactions. The occurrence of any of these events could have a
material and adverse effect on our ability to manage our business, our financial
condition and our results of operations.  (9)  There may be unknown risks
inherent in our acquisitions of companies which could result in a material
adverse effect on our business.  We will conduct due diligence with respect
to any acquisition we undertake we may not be aware of all of the risks
associated with any of the acquisitions. Any discovery of adverse information
concerning any of these acquisitions could have a material adverse effect on our
business, financial condition and results of operations. While we may be
entitled to seek indemnification in certain circumstances, successfully
asserting indemnification or enforcing such indemnification could be costly and
time consuming or may not be successful at all.   11     (10)Ourrdistributor could engage in activities
that are harmful to our reputation in the industry and to our
business.  Of
the locations where we provide our services, these services may be provided
through contractual arrangements with our distributor. Under these arrangements,
we provide our business model and operating expertise to a local advertising
company in exchange for their acting as a distributor of our advertising
services. However, our contractual arrangements with our distributor does not
provide us with control or oversight over their everyday business activities,
and our distributor may engage in activities that violate laws and regulations
governing the advertising industry and advertising content, or other laws and
regulations generally. Our distributor may not possess all the licenses required
to operate an advertising business, or may fail to maintain the licenses they
currently hold, which could result in local regulators suspending the operations
of the network in those cities. In addition, we do not independently review the
advertising content that our distributor displays on the portion of our
commercial location network that they operate independently, and our distributor
may include advertising content on their part of the commercial location network
and violate advertising laws or regulations or expose them and us to lawsuits or
result in the revocation of their business license. If any of these events
occurs, it could harm our reputation in the industry.  (11)  Failure to manage our growth
could strain our management, operational and other resources and we may not be
able to achieve anticipated levels of growth in the new networks and media
platforms we hope to operate, either of which could materially and adversely
affect our business and growth potential.  We
have been expanding, and plan to continue to expand, our operations in Hong
Kong. We must continue to expand our operations to meet what we believe are the
demands of advertisers for larger and more diverse network coverage and the
demands of current and future landlords and property managers for installing and
configuring flat-panel displays in our existing and future commercial, store,
residential and curbside locations. This expansion has resulted, and will
continue to result, in substantial demands on our management resources. It has
also increased our need for a reliable supply of equipment, particularly
flat-panel displays for our out-of-home television networks which are
manufactured by a few third-partycontractassemblers according to our specifications.
To manage our growth, we must develop and improve our existing administrative
and operational systems and, our financial and management controls and further
expand, train and manage our work force. As we continue this effort, we may
incur substantial costs and expend substantial resources in connection with any
such expansion due to, among other things, different technology standards, legal
considerations and cultural differences. We may not be able to manage our
current or future international operations effectively and efficiently or
compete effectively in such markets. We cannot assure you that we will be able
to efficiently or effectively manage the growth of our operations, recruit top
talent and train our personnel. Any failure to efficiently manage our expansion
may materially and adversely affect our business and future growth.  As we continue to expand into new networks
and new media platforms, we expect the percentage of revenues derived from our
commercial location network to decline. However, the new advertising networks
and media platforms we pursue may not present the same opportunities for growth
that we have experienced with our commercial location network and, accordingly,
we cannot assure you that the level of growth of our networks will not decline
over time. Moreover, we expect the level of growth of our commercial location
network to decrease as many of the more desirable locations have already been
leased by us or our competitors.  (12)  If advertisers or the
viewing public do not accept, or lose interest in, our out-of-home advertising
network, our revenues may be negatively affected and our business may not expand
or be successful.  The market for out-of-home advertising
networks in Hong Kong is relatively new and its potential is uncertain. We
compete for advertising spending with many forms of more established advertising
media. Our success depends on the acceptance of our out-of-home advertising
network by advertisers and their continuing interest in these mediums as
components of their advertising strategies. Our success also depends on the
viewing public continuing to be receptive towards our advertising network.
Advertisers may elect not to use our services if they believe that consumers are
not receptive to our networks or that our networks do not provide sufficient
value as effective advertising mediums. Likewise, if consumers find some element
of our networks, such as the audio feature of our commercial location, in-store
and outdoor LED billboard networks, to be disruptive or intrusive, commercial
locations and stores may decide not to place our flat-panel displays in their
properties and advertisers may view our  12     advertising network as a less attractive
advertising medium compared to other alternatives. In that event, advertisers
may determine to reduce their spending on our advertising network. If a
substantial number of advertisers lose interest in advertising on our
advertising network for these or other reasons, we will be unable to generate
sufficient revenues and cash flow to operate our business, and our advertising
service revenue, liquidity and results of operations could be negatively
affected.  (13)  If Internet marketing is
broadly adopted in Hong Kong, our ability to generate revenue and sustain
profitability could be materially and adversely affected.  Our
future revenues and profits from the advertising agency business we operate are
dependent in part upon advertisers in Hong Kong and Hong Kong increasingly
accepting the use of the Internet as a marketing channel, which is at an early
stage in Hong Kong. Penetration rates for personal computers, the Internet and
broadband in Hong Kong are all relatively low compared to those in more
developed countries. Furthermore, many Chinese Internet users are not accustomed
to using the Internet for e-commerce or as a medium for other transactions. Many
of our current and potential clients have limited experience with the Internet
as a marketing channel, and have not historically devoted a significant portion
of their marketing budgets to Internet marketing and promotion. As a result,
they may consider the Internet as effective in promoting their products and
services as our form of media thereby negatively impacting our
revenues.  (14)The growth of our advertising agency
business is substantially dependent on the acceptance of the
cost-per-thousand-impressions, or CPM Internet advertising sales model, and
certain performance-based Internet advertising sales models, including CPC and
CPA models, by industry participants in Hong Kong.  The most prevalent
Internet advertising sales model in Hong Kong currently is cost-per-day, whereby
web publishers are paid based on the number of days an Internet ad is on display
without regard to the ads effectiveness or the number of times the ad is
displayed. We believe that the full advantages of Internet marketing in general
and our possible entry into Internet marketing solutions specifically can only
be fully realized when more sophisticated Internet advertising sales models such
as cost-per-thousand-impressions, or CPM, cost-per-click, or CPC, and
cost-per-action, or CPA, are used to purchase ad space. If CPM, CPC and CPA fail
to gain acceptance in Hong Kong, our Internet marketing solutions will be less
attractive to industry participants, and the market for those solutions may
develop more slowly than we expect or even decline, which would materially and
adversely affect our prospects and our business. In addition, if industry
participants in Hong Kong favor other newly-developed Internet advertising sales
models incompatible with CPM, CPC or CPA, the undertaking of the sales of
Internet marketing solutions may suffer and our revenue and profitability may be
materially and adversely affected  (15)If the delivery of ads or the use of
cookies is limited or blocked, our ability to update and expand our user data
would be hindered and demand for our future Internet marketing solutions could
not materialize.  Our
business may be adversely affected by practices and technologies that impair or
undermine the performance of our future Internet marketing solutions. For
example, Internet users may use software designed to filter or prevent the
delivery of Internet ads, including pop-up and pop-under ads; block, disable or
remove cookies used by our Internet marketing technologies; or misrepresent
measurements of advertising effectiveness. In particular, because we will rely
on cookies to obtain data about Internet users for our database of user
information, widespread usage of software in Hong Kong that disables or removes
cookies would limit our ability to update and expand our user information and
hinder our ability to provide effective targeted Internet marketing solutions to
our clients.  We
cannot assure you that the proportion of Internet users who employ these or
other similar technologies will not increase, thereby diminishing the efficiency
of our Internet marketing solutions and causing demand for those solutions to
decline.   13      (16)  Our role as a supplier of ad
space may harm our reputation as an independent purchasing agent and the
reputation of our performance-based advertising network as a marketplace for ad
space.  We
currently participate in both the purchase and supply of ad space through our
advertising agency business. We also facilitate purchases by our clients of ad
space on our performance-based advertising network and may act as sales
representative to other web publishers in the future. In addition, we will in
the future potentially supply ad space that we purchase from web publishers on
our performance-based advertising network from time to time to advertisers. Our
role as a supplier of ad space might harm both our reputation as an independent
purchasing agent and the reputation of our performance-based advertising network
as a marketplace for ad space. If our reputation as an independent purchasing
agent or the reputation of our performance-based advertising network is harmed,
our clients may not purchase ad space from us and our business, financial
condition and results of operations could be materially and adversely
affected.  (17)  Our planned Internet
advertising business could be materially and adversely affected if we are unable
to introduce new or enhanced Internet marketing services and technologies that
meet our clients requirements.  Our
future success in the Internet advertising business depends in part upon our
ability to enhance and integrate our future Internet marketing services and
technologies and to introduce new, competitively priced services and
technologies with features that meet evolving client requirements, all in a
timely and cost-effective manner. A number of factors, including the following,
could have a negative impact on the success of our services and technologies.
 Our failure to anticipate changes in clients requirements; our
competitors introduction of new services and technologies ahead of our new
services and technologies, or their introduction of superior or cheaper services
and technologies; our failure to adapt to Internet advertising technology trends
and evolving industry standards; and delays or difficulties in technology
integration, customization or development.  (18)  The business and prospects of
our online advertising agency business could be harmed if click-through fraud
is not detected.  We
will be exposed to the risk of fraudulent clicks on ads posted by individuals
seeking to increase the advertising fees paid to our web publishers when we
commence Internet advertising services. We may in the future have to refund
revenue that our advertisers have paid to us and that was later attributed to
click-through fraud. Click-through fraud occurs when an individual clicks on an
ad displayed on awebsitefor the
sole intent of generating the revenue share payment to the publisher rather than
to view the underlying content. From time to time we have experienced fraudulent
clicks and we do not allow our advertisers to be charged for such fraudulent
clicks. This negatively affects the profitability of our online advertising
agency business, and this type of fraudulent act could hurt our brand. If
fraudulent clicks are not detected, the affected advertisers may experience a
reduced return on their investment in our performance-based advertising network,
which could lead the advertisers to become dissatisfied with our online
advertising agency business, and in turn lead to loss of advertisers and the
related revenue. Furthermore, fraudulent clicks directed at our
performance-based advertising network or at other performance-based advertising
platforms might encourage the perception among advertisers in Hong Kong that
performance-based sales models like CPC and CPA are not effective, which could
slow or even reverse the development of those sales models in Hong Kong. This
could adversely affect our business and our prospects.  (19)System failures could significantly disrupt
the operations of our advertising agency business, which would cause us to lose
clients or ad inventory.  In
the future our ability to successfully provide clients with Internet marketing
services and our performance-based advertising network, and our ability to
access user information depends on the continuing and uninterrupted performance
of our systems. Sustained or repeated system failures that interrupt our ability
to provide services to clients, including failures affecting our ability to
deliver ads quickly and accurately and to access our user information base to
provide targeted solutions, would reduce significantly the attractiveness of our
services to advertisers and web publishers. Our online advertising agency
business could be materially and adversely affected by any damage or failure
that impacts data integrity or interrupts or delays our operations. Our computer
systems are vulnerable to damage from a variety of sources, including
telecommunications failures, power outages, malicious or accidental human acts,
and natural disasters. Moreover, despite network security measures, our servers
are  14     potentially vulnerable to physical or
electronic break-ins, computer viruses and similar disruptive problems in part
because we cannot control the maintenance and operation of our third-party data
centers. Despite the precautions taken, unanticipated problems affecting our
systems could cause interruptions in the delivery of our solutions in the future
and our ability to provide a record of past transactions. Our data center and
systems incorporate varying degrees of redundancy. All data centers and systems
may not automatically switch over to their redundant counterpart. We carry no
business insurance policies to compensate us for losses that could occur due to
any failures in our systems.  (20)  If our future Internet
marketing technologies contain design or performance defects, our reputation and
business may be harmed and we may need to expend significant resources to
address liability.  Technologys as complex as ours may contain
design and/or performance defects which are not detectable even after extensive
internal testing.  Such defects may become apparent only after widespread
commercial use. Any design or performance defects in our future Internet
marketing technologies could have a material and adverse effect on our
reputation and business. It is not clear whether Hong Kongs existing product
liability laws apply to technology products like ours. We cannot assure you that
if our future Internet marketing technologies are found to have design or
performance defects, we will not be liable for product liability claims in Hong
Kong. We do not carry any product liability insurance. Ourcontractswith our clients currently do not contain
provisions to completely limit our exposure to liabilities resulting from
product liability claims. Although we have not experienced any product liability
claims to date, we cannot assure you that we will not do so in the
future.  Additionally, we will rely on our Internet
marketing technologies (particularly our ad serving technology) to enhance our
future Internet marketing services and our performance-based advertising
network. Any defect in those technologies could hinder the effectiveness of our
Internet marketing services and our performance-based advertising network, which
would have a material and adverse effect on our competitiveness, business and
future prospects.  (21)We may be liable for content that we serve
onto web publisherswebsites,
which could increase our expenses.  We
purchase ad space and then serve our clients ads into that ad space. We are
liable under Hong Kong law to ensure that the content of the ads that we serve
are fair and accurate and are in full compliance with applicable law.
Additionally, we may be liable to third-parties for content in our clients ads
that we deliver through our performance-based advertising network if those ads
contain artwork, text or other content that violates third-parties copyrights,
trademarks, or other intellectual property rights or if the content is
defamatory. Any claims or counterclaims against us could harm our reputation, be
time-consuming, could result in costly litigation and could divert managements
attention.  (22) The successful operation of our
future Internet business depends upon the performance and reliability of the
Internet infrastructure and fixed telecommunications networks in Hong
Kong.  Our
future Internet business will depend on the performance and reliability of the
Internet infrastructure in Hong Kong.  These international gateways are the
only channels through which a domestic user can connect to the Internet. We
cannot assure you that a more sophisticated Internet infrastructure will be
developed in Hong Kong. We or our clients may not have access to alternative
networks in the event of disruptions, failures or other problems with Hong
Kongs Internet infrastructure. In addition, the Internet infrastructure in Hong
Kong may not support the demands associated with our growth strategies. For
example, we intend to expand our sales of rich media technologies, which are
bandwidth-intensive. Limited bandwidth in Hong Kong may hamper the effectiveness
of our rich media technologies, which could harm our prospects and business and
require us to purchase additional servers in our content distribution
network.  (23)  We depend on the leadership
and services ofZhi Jian Zengwho
is our founder, chairman, and chief executive officer, and our business and
growth prospects may be severely disrupted if we lose his
services.  Our
future success is dependent upon the continued service ofZhi Jian
Zengour founder, chairman and chief
executive officer. We rely on his industry expertise and experience in our
business operations, and in particular, his  15     business vision, management skills, and
working relationships with our employees, many of our clients and landlords and
property managers of the locations in our network. We do not maintain key-man
life insurance for Mr. Zeng.  If he is unable or unwilling to continue in
his present position or if he joins a competitor or forms a competing company,
we may not be able to replace him easily or at all. As a result, our business
and growth prospects may be severely disrupted if we lose his
services.  (24)  We may need additional
capital and we may not be able to obtain it, which could adversely affect our
liquidity and financial position.  We
believe that our current cash and cash equivalents and cash flow from operations
will not be sufficient to meet our anticipated cash needs including for working
capital and capital expenditures, for the foreseeable future. We will require
additional cash resources due to changed business conditions or other future
developments. We may seek to sell additional equity or debt securities or obtain
a credit facility. The sale of convertible debt securities or additional equity
securities could result in additional dilution to our shareholders. The
incurrence of indebtedness would result in increased debt service obligations
and could result in operating and financing covenants that would restrict our
operations and liquidity.  Our ability to obtain additional capital on
acceptable terms is subject to a variety of uncertainties, including: investors perception of, and demand for,
securities of alternative advertising media companies; ·conditions of the
U.S. and other capital markets in which we may seek to raise funds; our
future results of operations, financial condition and cash flows; Hong Kong
governmental regulation of foreign investment in advertising services companies
in Hong Kong; economic, political, and other conditions in Hong Kong; and
Hong Kong governmental policies relating to foreign currency
borrowings.  We
cannot assure you that financing will be available in amounts or on terms
acceptable to us, if at all. Any failure by us to raise additional funds on
terms favorable to us could have a material adverse effect on our liquidity and
financial condition.  (25)  We may be subject to, and may
expend significant resources in defending against, government actions and civil
suits based on the content and services we provide through our digital
out-of-home advertising networks.  Hong Kong advertising laws and regulations
require advertisers, advertising operators and advertising distributors,
including businesses such as ours, to ensure that the content of the
advertisements they prepare or distribute are fair and accurate and are in full
compliance with applicable law. Violation of these laws or regulations may
result in penalties, including fines, confiscation of advertising fees, orders
to cease dissemination of the advertisements and orders to publish an
advertisement correcting the misleading information. In circumstances involving
serious violations, the government may revoke a violators license for
advertising business operations.  As
an out-of-home advertising service provider, we are obligated under current laws
and regulations to monitor the advertising content that is shown on our
out-of-home advertising networks for compliance with applicable law. In
addition, our distributor is obligated under current laws and regulations to
monitor the advertising content shown on the portion of our out-of-home
television advertising network operated by them. In general, the advertisements
shown on our out-of-home television advertising network and the portion of our
advertising network operated by our distributor has previously been broadcast
over public television networks and has been subjected to internal review and
verification of such networks. We and our distributor are still separately
required to independently review and verify these advertisements for content
compliance before displaying the advertisements. In addition, where a special
government review is required for specific product advertisements before
broadcasting, we and our distributor are separately obligated to confirm that
such review has been performed and approval has been obtained. We employ, and
our distributor is required under the terms of our agreement with them to
employ, qualified advertising inspectors who are trained to review advertising
content for compliance with relevant laws and regulations. In addition, for
advertising content related to specific types of products and services, such as
alcohol, cosmetics, pharmaceuticals and medical procedures, we and our
distributor are required to confirm that the advertisers have obtained requisite
government approvals including the advertisers operating qualifications, proof
of quality inspection of the advertised products, government pre-approval of the
contents of the advertisement and filing with the local authorities. We endeavor
to comply, and encourage our distributor to take measures to comply, with such
requirements, including by requesting relevant documents from the advertisers.
Our reputation will be  16     tarnished and our results of operations may be
adversely affected if advertisement shown on our out-of-home television
advertising networks or outdoor LED network is provided to us by our advertising
clients in violation of relevant advertising laws and regulations or that the
supporting documentation and government approvals provided to us by our
advertising clients in connection with such advertising content are not complete
or that the advertisements that our distributor have procured for broadcasting
on our network have not received required approval from the relevant local
supervisory bodies or are not content compliant.  Moreover, civil claims may be filed against us
for fraud, defamation, subversion, negligence, copyright or trademark
infringement or other violations due to the nature and content of the
information displayed on our advertising network. If consumers find the content
displayed on our advertising network to be offensive, landlords, property
managers, or other location providers may seek to hold us responsible for any
consumer claims or may terminate their relationships with us.  In
addition, if the security of our content management system is breached through
the placement of unauthorized compact flash, or CF cards in our flat-panel
displays and unauthorized images, text or audio sounds are displayed on our
advertising network, viewers or the government may find these images, text or
audio sounds to be offensive, which may subject us to civil liability or
government censure despite our efforts to ensure the security of our content
management system. Any such event may also damage our reputation. If our
advertising viewers do not believe our content is reliable or accurate, our
business model may become less appealing to viewers in Hong Kong and our
advertising clients may be less willing to place advertisements on our
advertising network.  (26)  We may be subject to
intellectual property infringement claims, which may force us to incur
substantial legal expenses and, if determined adversely against us, may
materially disrupt our business.  We
cannot be certain that our advertising displays or other aspects of our business
do not or will not infringe upon patents, copyrights or other intellectual
property rights held by third parties. Although we are not aware of any such
claims, we may become subject to legal proceedings and claims from time to time
relating to the intellectual property of others in the ordinary course of our
business. If we are found to have violated the intellectual property rights of
others, we may be enjoined from using such intellectual property.  We
may incur licensing fees or be forced to develop alternatives. In addition, we
may incur substantial expenses in defending against these third party
infringement claims, regardless of their merit. Successful infringement or
licensing claims against us may result in substantial monetary liabilities,
which may materially and adversely disrupt our business.  (27)  Unauthorized use of our
intellectual property by third parties, and the expenses incurred in protecting
our intellectual property rights, may adversely affect our
business.  We
regard our trade secrets and other intellectual property as critical to our
success. Unauthorized use of the intellectual property used in our business may
adversely affect our business and reputation.  We
have historically relied on a combination of trademark and copyright law, trade
secret protection and restrictions on disclosure to protect our intellectual
property rights. We enter into confidentiality and invention assignment
agreements with all our employees. We cannot assure you that these
confidentiality agreements will not be breached, that we will have adequate
remedies for any breach, or that our proprietary technology will not otherwise
become known to, or be independently developed by, third parties.  We
may register in Hong Kong the trademarks used in our business. We cannot assure
you that any of our trademark applications will ultimately proceed to
registration or will result in registration with scope adequate for our
business. Some of our applications or registration may be successfully
challenged or invalidated by others. If our trademark applications are not
successful, we may have to use different marks for affected services or
technologies, or enter into arrangements with any third parties who may have
prior registrations, applications or rights, which might not be available on
commercially reasonable terms, if at all.  17      In addition, policing unauthorized use of
our proprietary technology, trademarks and other intellectual property is
difficult and expensive, and litigation may be necessary in the future to
enforce our intellectual property rights. Future litigation could result in
substantial costs and diversion of our resources, and could disrupt our
business, as well as have a material adverse effect on our financial condition
and results of operations.  (28)  We face significant
competition, and if we do not compete successfully against new and existing
competitors, we may lose our market share, and our profitability may be
adversely affected.  We
compete with other advertising companies in Hong Kong. We compete for
advertising clients primarily on the basis of network size and coverage,
location, price, the range of services that we offer and our brand name. We also
face competition from other out-of-home television advertising network operators
for access to the most desirable locations in cities in Hong Kong. Individual
buildings, hotels, restaurants and other commercial locations and hypermarket,
supermarket and convenience store chains may also decide to independently, or
through third-party technology providers, install and operate their own
flat-panel television advertising screens. We also compete for overall
advertising spending with other alternative advertising media companies, such as
Internet, wireless communications, street furniture, billboard, frame and public
transport advertising companies, and with traditional advertising media, such as
newspapers, television, magazines and radio.  In
the future, we may also face competition from new entrants into the out-of-home
television advertising sector. Our sector is characterized by relatively low
fixed costs and, as is customary in the advertising industry, we do not have
exclusive arrangements with our advertising clients.  Increased competition could reduce our
operating margins and profitability and result in a loss of market share. Some
of our existing and potential competitors may have competitive advantages, such
as significantly greater financial, marketing or other resources, or exclusive
arrangements with desirable locations, and others may successfully mimic and
adopt our business model. Moreover, increased competition will provide
advertisers with a wider range of media and advertising service alternatives,
which could lead to lower prices and decreased revenues, gross margins and
profits. We cannot assure you that we will be able to successfully compete
against new or existing competitors.  (29)  We do not maintain any
business liability disruption or litigation insurance coverage for our
operations, and any business liability, disruption or litigation we experience
might result in our incurring substantial costs and the diversion of
resources.  Insurance companies in Hong Kong offer limited
business insurance products and offer business limited liability insurance.
While business disruption insurance is available to a limited extent in Hong
Kong, we have determined that the risks of disruption, cost of such insurance
and the difficulties associated with acquiring such insurance on commercially
reasonable terms make it impractical for us to have such insurance. As a result,
we do not have any business liability, disruption or litigation insurance
coverage for our operations in Hong Kong. Any business disruption or litigation
may result in our incurring substantial costs and the diversion of resources.  (30)  There may be deficiencies
with our internal controls that require improvements, and we will be exposed to
potential risks from legislation requiring companies to evaluate controls under
Section 404 of the Sarbanes-Oxley Act of 2002 in the event we become a
fully reporting company.  While we believe that we currently have
adequate internal control procedures in place, we are still exposed to potential
risks from legislation requiring companies to evaluate controls under
Section 404 of the Sarbanes-Oxley Act of 2002. Under the supervision and
with the participation of our management, we have evaluated our internal
controls systems in order to allow management to report on, and our registered
independent public accounting firm to attest to, our internal controls, as
required by Section 404 of the Sarbanes-Oxley Act. We have performed the
system and process evaluation and testing required in an effort to comply with
the management certification and auditor attestation requirements of
Section 404. As a result, we have incurred additional expenses and a
diversion of managements time. If we are not able to meet the requirements of
Section 404 in a timely manner or with adequate compliance, we might be
subject to sanctions or investigation by regulatory authorities, such as the
SEC.   18     Risks Relating to Regulation of Our
Business and to Our Structure  (31)  We do not rely on a
written contractual arrangement with our operating distributor which may not be
as effective in providing operational control as direct ownership.  We have in the past relied, and to a lesser
but significant extent will continue in the future to rely, on an oral
contractual arrangement with our operating distributor to operate our
advertising business. These contractual arrangements may not be as effective in
providing us with control over our operating distributor as direct ownership
would provide. If we had direct ownership of our operating distributor we would
be able to exercise control to effect changes in the board of directors of that
company, which in turn could affect changes, subject to any applicable fiduciary
obligations, at the management level. However, under the current contractual
arrangement, as a legal matter, if our operating distributor or any of their
subsidiaries and shareholders fails to perform its or his respective obligations
under these contractual arrangements, we may have to incur substantial costs and
resources to enforce such arrangements, and rely on legal remedies under law,
including seeking specific performance or injunctive relief, and claiming
damages, which we cannot assure you to be effective. Accordingly, it may be
difficult for us to change our corporate structure or to bring claims against
our operating distributor if they do not perform their obligations under their
contracts with us or if any of the citizens who hold the equity interest in our
operating affiliates do not cooperate with any such actions.  (32)  Contractual arrangements
we have entered into may be subject to scrutiny by the tax authorities and a
finding that we owe additional taxes or are ineligible for our tax exemption, or
both, could substantially increase our taxes owed, and reduce our net income and
the value of your investment.  Under local law, arrangements and
transactions among related parties may be subject to audit or challenge by the
local tax authorities. If any of the transactions we have entered into with our
distributor are found not to be on an arms-length basis, or to result in an
unreasonable reduction in tax under local tax law, the tax authorities have the
authority to disallow our tax savings, adjust the profits and losses of our
respective entities and assess late payment interest and penalties. A finding by
the tax authorities that Asian Trends is ineligible for its tax exemptions,
would substantially increase our taxes owed and reduce our net income and the
value of your investment. As a result of this risk, you should evaluate our
results of operations and financial condition without regard to these tax
savings.  We are a holding company, and we rely
principally on dividends and other distributions on equity paid by our Hong Kong
operating company and distributor for our cash requirements, including the funds
necessary to service any debt we may incur. If our Hong Kong operating company
and distributor incurs debt on its own behalf in the future, the instruments
governing the debt may restrict their ability to pay dividends or make other
distributions to us. In addition, the local tax authorities may require us to
adjust our taxable income under the contractual arrangements our operating
distributor currently has in place with Asian Trends in a manner that would
materially and adversely affect our operating distributors ability to pay
dividends and other distributions to us. Any limitation on the ability of our
operating distributor to pay dividends to us could materially and adversely
limit our ability to grow, make investments or acquisitions that could be
beneficial to our businesses, pay dividends, or otherwise fund and conduct our
business.  (33)  Our business operations
may be affected by legislative or regulatory changes.  There are no existing local laws or
regulations that specifically define or regulate out-of-home television
advertising for companies with less than 5,000 units. Changes in laws and
regulations or the enactment of new laws and regulations governing placement or
content of out-of-home advertising, our business licenses or otherwise affecting
our business in Hong Kong may materially and adversely affect our business
prospects and results of operations. We are not certain how the local government
will implement any regulation or how it may affect our ability to compete in the
advertising industry in Hong Kong.  19      (34)  Regulation of loans
and direct investment by offshore holding companies to us may delay or prevent
us from using funds to make immediate decisions regarding our business
operations.  As an offshore holding company of our Hong
Kong operating company we may need make loan arrangements that require immediate
attention from our operating company in Hong Kong.  Any delay in our
ability to make any necessary loan arrangements could seriously damage our
ability to maintain continuous business operations.  Risks Relating to Business in Hong
Kong  Substantially all of our assets are located
in Hong Kong and substantially all of our revenues are derived from our
operations in Hong Kong. Accordingly, our business, financial condition, results
of operations and prospects are subject, to a significant extent, to economic,
political and legal developments in Hong Kong.  (35)  The economic, political
and social conditions, as well as governmental policies, could affect the
financial markets in Hong Kong and our liquidity and access to capital and our
ability to operate our business.  The Hong Kong economy differs from the
economies of most countries in many respects, including the amount of government
involvement, level of development, growth rate, control of foreign exchange, and
allocation of resources. While the Hong Kong economy has experienced significant
growth over the past, growth has been uneven, both geographically and among
various sectors of the economy. The Hong Kong government has implemented various
measures to encourage economic growth and guide the allocation of resources.
Some of these measures benefit the overall Hong Kong economy, but may also have
a negative effect on us. This may encourage foreign advertising companies with
more experience, greater technological know-how and larger financial resources
than we have to compete against us and limit the potential for our growth.
Moreover, our financial condition and results of operations may be adversely
affected by government control over capital investments or changes in tax
regulations that are applicable to us.  (36)  The Hong Kong legal system
embodies uncertainties which could limit the legal protections available to you
and us.  The
Hong Kong legal system is a civil law system based on written statutes. The
overall effect of legislation over the past 26 years has significantly
enhanced the protections afforded to various forms of foreign investment in Hong
Kong. However, these laws, regulations and legal requirements change frequently,
and their interpretation and enforcement involve uncertainties. For example, we
may have to resort to administrative and court proceedings to enforce the legal
protection that we enjoy either by law orcontract. However, since Hong Kong administrative and
court authorities have significant discretion in interpreting and implementing
statutory and contractual terms, it may be more difficult to evaluate the
outcome of administrative and court proceedings and the level of legal
protection we enjoy than in more developed legal systems. For example, these
uncertainties may impede our ability to enforce thecontractswe have entered into. In addition, such
uncertainties, including the inability to enforce ourcontracts, could materially and adversely affect our
business and operation. In addition, intellectual property rights and
confidentiality protections in Hong Kong may not be as effective as in the
United States or other countries. Accordingly, we cannot predict the effect of
future developments in the Hong Kong legal system, particularly with regard to
the advertising industry, including the promulgation of new laws, changes to
existing laws or the interpretation or enforcement thereof, or the preemption of
local regulations by national laws. These uncertainties could limit the legal
protections available to us, including our ability to enforce our agreements
with our suppliers.  (37)  If tax benefits currently
available to us in Hong Kong were no longer available, our effective income tax
rates for our Hong Kong operations could increase.  We
generate a substantial portion or all our net income from our Hong Kong
operations.  Our net income could be adversely affected by any change in
the current tax laws in Hong Kong.  20      (38)  The Hong Kong tax authorities
may require us to pay additional taxes in connection with our acquisitions of
offshore entities that conducted their Hong Kong operations through their
affiliates in the United States.  Our
operations and transactions are subject to review by the Hong Kong tax
authorities pursuant to relevant Hong Kong laws and regulations. However, these
laws, regulations and legal requirements change frequently, and their
interpretation and enforcement involve uncertainties. For example, in the case
of some of our future acquisitions of offshore entities that conduct their Hong
Kong operations through their affiliates in the United States, we cannot assure
you that the Hong Kong tax authorities will not require us to pay additional
taxes in relation to such acquisitions, in particular where the Hong Kong tax
authorities take the view that the previous taxable income of the Hong Kong
affiliates of the acquired offshore entities needs to be adjusted and additional
taxes be paid. In the event that the sellers failed to pay any taxes required
under Hong Kong law in connection with these transactions, the Hong Kong tax
authorities might require us to pay the tax, together with late-payment interest
and penalties.  (39)  Hong Kong rules on mergers
and acquisitions may subject us to sanctions, fines and other penalties and
affect our future business growth through acquisition of complementary
business.  We
cannot assure you that the relevant Hong Kong government agency approval
required for any issuance of our stock will be deemed legal. We may face
sanctions by the Hong Kong regulatory agencies. In such event, this regulatory
agency may impose fines and penalties on our operations in the Hong Kong, limit
our operating privileges in the Hong Kong, delay or restrict the repatriation of
the proceeds from any future sales of our stock into Hong Kong, or take other
actions that could have a material adverse effect on our business, financial
condition, results of operations, reputation and prospects.  Complying with the requirements of rules to
complete such transactions could be time-consuming, and any required approval
processes, including obtaining approval from the appropriate securities agency,
may delay or inhibit the completion of such transactions, which could affect our
ability to expand our business or maintain our market share.  (40)  Restrictions on currency
exchange may limit our ability to utilize our revenues
effectively.  Substantially all of our revenues and
operating expenses are denominated in Hong Kong dollars. Since a significant
amount of our future revenues will be denominated in Hong Kong dollars, any
existing and future restrictions on currency exchange may limit our ability to
utilize revenues generated in United States dollars (USD) to fund our business activities outside Hong
Kong, if any, or expenditures denominated in foreign currencies. This could
affect our ability to obtain foreign exchange through debt or equity financing,
including by means of loans.  (41)  Fluctuations in exchange
rates could result in foreign currency exchange losses.  Appreciation or depreciation in the value of
the Hong Kong dollar relative to the U.S. dollar would affect our financial
results reported in U.S. dollar terms without giving effect to any
underlying change in our business or results of operations. The Hong Kong dollar
may appreciate or depreciate significantly in value against the U.S. dollar
in the long term, depending on the fluctuation of the basket of currencies
against which it is currently valued or it may be permitted to enter into a full
float, which may also result in a significant appreciation or depreciation of
the Hong Kong dollar against the U.S. dollar. Fluctuations in the exchange
rate will also affect the relative value of any dividend we issue in the future
which will be exchanged into U.S. dollars and earnings from and the value
of any U.S. dollar-denominated investments we make in the future.  (42)  Any future outbreak of severe
acute respiratory syndrome or avian flu in Hong Kong, or similar adverse public
health developments, may severely disrupt our business and
operations.  From December 2002 to June 2003, Hong Kong and
other countries experienced an outbreak of a new and highly contagious form of
atypical pneumonia now known as severe acute respiratory syndrome, or SARS. OnJuly 5, 2003, the World
Health Organization declared that the SARS outbreak had been contained. Since
September 2003, however, a number of isolated new cases of SARS have been
reported, most recently in central Hong Kong in April 2004. During May and June
of 2003, many businesses in Hong Kong were closed by the Hong Kong government to
prevent transmission of SARS. In addition, many countries, including Hong Kong,
have encountered incidents of the  21     H5N1 strain of bird flu, or avian flu. This
disease, which is spread through poultry populations, is capable in some
circumstances of being transmitted to humans and is often fatal. A new outbreak
of SARS or an outbreak of avian flu may result in health or other government
authorities requiring the closure of our distributors offices or other
businesses, including office buildings, retail stores and other commercial
venues, which comprise the primary locations where we provide our digital
out-of-home advertising services. Any recurrence of the SARS outbreak, an
outbreak of avian flu or a development of a similar health hazard in Hong Kong,
may deter people from congregating in public places, including a range of
commercial locations such as office buildings and retail stores. Such
occurrences would severely impact the value of our digital out-of-home
advertising networks to advertisers, significantly reduce the advertising time
purchased by advertisers and severely disrupt our business and
operations.  Risks Associated with Our
Stock  (43)  Our shares are listed for
trading on the OTC Bulletin Board, and our shares will likely be classified as a
penny stock as that term is generally defined in the Securities Exchange Act
of 1934 to mean equity securities with a price less than $5.00.  Our shares
will be subject to rules that impose sales practice and disclosure requirements
on broker-dealers who engage in certain transactions involving a penny
stock.  We are subject to the penny stock rules
adopted by the Securities and Exchange Commission that require brokers to
provide extensive disclosure to its customers prior to executing trades in penny
stocks. These disclosure requirements may cause a reduction in the trading
activity of our common stock, which in all likelihood would make it difficult
for our stockholders to sell their securities.  Under the penny stock regulations, a
broker-dealer selling a penny stock to anyone other than an established customer
or accredited investor must make a special suitability determination regarding
the purchaser and must receive the purchasers written consent to the
transaction prior to the sale, unless the broker-dealer is otherwise exempt.
Generally, an individual with a net worth in excess of $1,000,000, or annual
income exceeding $200,000 individually, or $300,000 together with his or her
spouse, is considered an accredited investor. In addition, under the penny stock
regulations the broker-dealer is required to:  · Deliver, prior to any
transaction involving a penny stock, a disclosure schedule prepared by the
Securities and Exchange Commission relating to the penny stock market, unless
the broker-dealer or the transaction is otherwise exempt; · Disclose commissions
payable to the broker-dealer and our registered representatives and current bid
and offer quotations for the securities; · Send monthly statements
disclosing recent price information pertaining to the penny stock held in a
customers account, the accounts value and information regarding the limited
market in penny stocks; · Make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchasers written agreement to the transaction, prior to
conducting any penny stock transaction in the customers account.  Because of these regulations,
broker-dealers may encounter difficulties in their attempt to sell shares of our
common stock, which may affect the ability of selling stockholders or other
holders to sell their shares in the secondary market and have the effect of
reducing the level of trading activity in the secondary market. These additional
sales practice and disclosure requirements could impede the sale of our
securities. In addition, the liquidity for our securities may be decreased, with
a corresponding decrease in the price of our securities. Our shares in all
probability will be subject to such penny stock rules and our stockholders will,
in all likelihood, find it difficult to sell their securities.  22      (44)  There has been no
independent valuation of the stock, which means that the stock may be worth less
than the purchase price.  This valuation of our stock is highly
speculative and arbitrary. There is no relation to the market value, book value,
or any other established criteria. We did not obtain an independent appraisal
opinion on the valuation of the shares.  (45)  Investors may never
receive cash distributions which could result in an investor receiving little or
no return on his or her investment.  Distributions are payable at the sole
discretion of our board of directors. We do not know the amount of cash that we
will generate, if any, once we have more productive operations. Cash
distributions are not assured, and we may never be in a position to make
distributions.  (46)  Even If A
Market Develops For Our Shares, Our Shares May Be Thinly Traded With Wide
Share Price Fluctuations, Low Share Prices And Minimal Liquidity.  If a market for our shares develops, the
share price may be volatile with wide fluctuations in response to several
factors, including: potential investors anticipated feeling regarding our
results of operations; ·increased competition; our ability or inability to
generate future revenues; and market perception of the future of development of
wood product manufacturing.  In addition, if our shares are quoted on
the OTCBB, our share price may be affected by factors that are unrelated or
disproportionate to our operating performance. Our share price might be affected
by general economic, political, and market conditions, such as recessions,
interest rates, or international currency fluctuations. In addition, even if our
stock is approved for quotation by a market maker through the OTCBB, stocks
traded over this quotation system are usually thinly traded, highly volatile and
not followed by analysts. These factors, which are not under our control, may
have a material effect on our share price.  (47)  We Anticipate The Need To
Sell Additional Authorized Shares In The Future.  This Will Result In A
Dilution To Our Existing Shareholders And A Corresponding Reduction In Their
Percentage Ownership In Asian Trends.  We may seek additional funds through the
sale of our common stock. This will result in a dilution effect to our
shareholders whereby their percentage ownership interest in Asian Trends is
reduced. The magnitude of this dilution effect will be determined by the number
of shares we will have to issue in the future to obtain the funds
required.  The sale of additional stock to new shareholders will reduce the
ownership position of the current shareholders.  The price of each share
outstanding common share may decrease in the event we sell additional
shares.  (48)  Since Our Securities Are
Subject To Penny Stock Rules, You May Have Difficulty Reselling Your
Shares.  Our shares are "penny stocks" and
are covered by Section 15(d) of the Securities Exchange Act of 1934 which
imposes additional sales practice requirements on broker/dealers who sell Asian
Trends Media Holdings, Inc.s securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of his
stock.  23     Item 1B. Unresolved Staff Comments  None.  Item 2. Properties  The following properties are leased:  1.      Suite
1902, 19/F., Tower II, Kodak House, Quarry Bay, Hong Kong 2,853sqaure
feet USD $6,218
per month in rent Lease
expires July 27, 2010  Item 3. Legal Proceedings  Asian Trends Broadcasting Corporation Limited is not a
party to any material legal proceedings.  Item 4. Submission of Matters to a Vote of Security
Holders  There were no matters submitted to a vote of the
Securities Holders in the fourth quarter of 2008.   PART II  ITEM 5.      MARKET FOR
REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES Price Range of Common
Stock The Companys common stock is listed on the
Over the Counter Bulletin Board ("OTC: BB") under the symbol CLCE.OB. High

LowFiscal Year
2008Fourth
quarter ended December 31, 2008
$0.60

$0.20Third
quarter ended September 30, 2008
$2.00

$0.60Second
quarter ended June 30, 2008
$3.75

$2.00First
quarter, ended March 31, 2008
$6.00

$0.04Fiscal Year
2007Fourth
quarter ended December 31, 2007
$6.00

$2.00Third
quarter ended September 30, 2007
$9.00

$9.00Second
quarter ended June 30, 2007
$9.00

$9.00First
quarter, ended March 31, 2007
$9.00

$1.50  Approximate
Number of Equity Security Holders On March 18, 2009
the Company's common stock had a closing price quotation of $0.05.
  As of March 18 2009, there were approximately 42 certificate holders
of record of the Companys common stock.  24     Dividends We have not declared or paid cash
dividends on our common stock.  ITEM 6.
     SELECTED FINANCIAL DATA The following
financial data is derived from, and should be read in conjunction with, the
Financial Statements and notes thereto. Information concerning significant
trends in the financial condition and results of operations is contained in
Managements Discussion and Analysis of Financial Condition and Results of
Operations. Selected Historical DataDecember 31,2008Total Assets
$
382,827Total Liabilities
$
$43,923Total Stockholders' Equity
$
$338,904Net Working Capital
$
$236,625Revenues
$
$346Operating Expenses
$
$165,963Net income (Loss)
$
$(261,096)   ITEM 7.
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.  Cautionary Notice Regarding Forward
Looking Statements  The information contained in Item 7
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. Actual results may materially differ from those
projected in the forward-looking statements as a result of certain risks and
uncertainties set forth in this report. Although management believes that the
assumptions made and expectations reflected in the forward-looking statements
are reasonable, there is no assurance that the underlying assumptions will, in
fact, prove to be correct or that actual results will not be different from
expectations expressed in this report.  We desire to take advantage of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. This
filing contains a number of forward-looking statements which reflect
managements current views and expectations with respect to our business,
strategies, products, future results and events, and financial performance. All
statements made in this filing other than statements of historical fact,
including statements addressing operating performance, events, or developments
which management expects or anticipates will or may occur in the future,
including statements related to distributor channels, volume growth, revenues,
profitability, new products, adequacy of funds from operations, statements
expressing general optimism about future operating results, and non-historical
information, are forward looking statements. In particular, the words believe,
expect, intend, anticipate, estimate, may, variations of such words,
and similar expressions identify forward-looking statements, but are not the
exclusive means of identifying such statements, and their absence does not mean
that the statement is not forward-looking. These forward-looking statements are
subject to certain risks and uncertainties, including those discussed below. Our
actual results, performance or achievements could differ materially from
historical results as well as those expressed in, anticipated, or implied by
these forward-looking statements. We do not undertake any obligation to revise
these forward-looking statements to reflect any future events or
circumstances.  Readers should not place undue reliance on
these forward-looking statements, which are based on managements current
expectations and projections about future events, are not guarantees of future
performance, are subject to risks, uncertainties and assumptions (including
those described below), and apply only as of the date of this filing. Our actual
results, performance or achievements could differ materially from the results
expressed in, or implied by, these forward-looking statements. Factors which
could cause or contribute to such differences include, but are not  25     limited to, the risks to be discussed in
our Annual Report on form 10-K and in the press releases and other
communications to shareholders issued by us from time to time which attempt to
advise interested parties of the risks and factors which may affect our
business. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.  Use of Generally Accepted Accounting
Principles (GAAP) Financial Measures  We use GAAP financial measures in the
section of this report captioned "Managements Discussion and Analysis or Plan
of Operation" (MD&A).  All of the GAAP financial measures used by us
in this report relate to the inclusion of financial information.  Overview  This subsection of MD&A provides an
overview of the important factors that management focuses on in evaluating our
businesses, financial condition and operating performance, our overall business
strategy and our earnings for the periods covered.  General  The Company was incorporated under the laws
of the State of Delaware on July 15, 2002 with authorized common stock of
50,000,000 shares at $0.001 par value with the name North America Marketing
Corporation.  On March 29, 2004, the Company changed the
domicile to the State of Nevada in connection with a name change to Elite Artz,
Inc..  On October 1, 2007, Elite Artz, Inc.
completed a share exchange agreement with Parkade and Clifford Manufacturing
Co., Ltd., the sole shareholder of Parkade.  For accounting purposes, this
acquisition was treated as a reverse acquisition and recapitalization of
Parkade.  The Company then effected a name change to Clifford China
Estates, Inc.  On December 30, 2008, Asian Trends Media
Holdings, Inc. (the Company) entered into and completed an agreement for share
exchange (the Acquisition Agreement) with Asian Trends Broadcasting Inc.
(Asian Trends BVI), a company incorporated on July 21, 2008 under the laws of
the British Virgin Islands. Asian Trends BVI operates liquid crystal display
(LCD) flat-panel televisions and LCD billboards that advertise throughout Hong
Kong and creates revenue by selling advertising airtime on these LCD displays
through a wholly-owned subsidiary in Hong Kong, namely, Asian Trends
Broadcasting Corporation Limited (Asian Trends HK).  Asian Trends HK was
incorporated on August 5, 2008.  Pursuant to the terms of the Acquisition
Agreement, the Company acquired 100% ownership interest in Asian Trends BVI.
Consideration paid by the Company to Asian Trends BVI was 75,793,200
restricted shares of the Companys common stock.  After the completion of
the transaction, Asian Trends BVI became a wholly owned subsidiary of the
Company.  In conjunction with the Acquisition
Agreement with Asian Trends BVI, the Company entered into and completed an
agreement for share exchange (the Disposal Agreement) with Clifford
Manufacturing Co., Ltd. (Clifford Mfg.) and the shareholders of the Company
(Shareholders).  Pursuant to the terms of the Agreement, Clifford Mfg.
shall acquire 100% ownership of the issued and outstanding capital stock of
Parkade International Ltd., a British Virgin Islands Holding Company
(Parkade), which are currently held by the Company (the Parkade Shares). As
consideration for the Parkade Shares, Clifford Mfg. caused all of the shares
held by affiliates of Clifford Mfg to be delivered to the Company, including
47,973,200 shares of the Companys common stock and 5,000,000 shares of the
Companys Series A Preferred Stock, held by such affiliates.  On December 31, 2008, the Company closed
the transaction set forth in the Disposal Agreement with Clifford Mfg.
 Pursuant to the terms of the Disposal Agreement, Clifford Mfg. acquired
100% ownership of the issued and outstanding capital stock of Parkade.  In
consideration for the Parkade Shares, Clifford Mfg. caused its affiliates to
deliver the agreed shares to the Company.  26     Immediately following completion of the
above acquisition and disposal transactions through the issuance and
cancellation of the Companys common stock and preferred stock, the Company has
77,820,000 shares of its common stock issued and outstanding.  The intent of the agreement was to have
Clifford become a public shell company and account for the business acquisition
as a reverse merger with Asian Trends being the accounting acquireror and the
surviving entity.  Subsequently, On January 12, 2009, Clifford
caused to be formed a corporation under the laws of the State of Nevada called
Asian Trends Media Holdings, Inc. (Merger Sub) which is a direct wholly-owned
subsidiary of Clifford.  On January 12, 2009, Clifford and Merger Sub
entered into an Agreement and Plan of Merger, to become effective on January 20,
2009, pursuant to which Merger Sub merged with and into Clifford and Clifford
remained as the surviving corporation of the merger.  As a result of the merger, the corporate
name of Clifford was changed to Asian Trends Media Holdings, Inc. Prior to the
merger, Merger Sub had no liabilities and nominal assets and, as a result of the
merger the separate existence of Merger Sub then ceased. Clifford was the
surviving corporation in the merger and, except for the name change provided for
in the Agreement and Plan of Merger, there was no change in the directors,
officers, capital structure or business of Clifford.  Clifford, as the parent domestic Nevada
corporation, owning at least 90 percent of the outstanding shares of Merger Sub,
under Nevada law (NRS Section 92A.180) may merge Merger Sub into itself without
shareholder approval and effectuate a name change without shareholder
approval.  Following the Merger, on March 16, 2009,
Asian Trends (the Company) filed a Form 8-K/A with the SEC setting forth the
new business and combined financials.  Plan of Operation (Successor
Strategy)  We believe that our
available cash and cash equivalents of as of December 31, 2008, along with the
expected proceeds from our operations, will provide adequate liquidity to fund
our operations through at least the next twelve months.  However, the
number of employees in our sales and marketing department may slightly increase
as we are expanding our sales force.  We do not expect any purchase or sale
of plant and office equipment.  We do not expect significant changes
in the number of employees.  Results of Operations  For the period since inception to December 31,
2008  Revenues. For the year ended
December 31, 2008 revenues were $346.  Operating
Expenses.Due to limitations the Company ceased operations, therefore
costs decreased.  Operation expenses were $165,963 for the year ended
December 31, 2008.  Net (Loss)
Income. The Company incurred a net loss of ($261,096) for the year ended
December 31, 2008.  Liquidity and Capital Resources  As of December 31, 2008, we had cash and
cash equivalents of $233,689.  Liabilities at December 31, 2008 totaled
$43,923 and consisted of $37,705 in Accounts Payable and Accrued Expenses and $0
in Loans from previous shareholders.  Due to the new operating company, the
Company may seek additional capital investments for support and expansion of the
new operations and its working capital needs.   To achieve this
objective, the Company may sell shares of  27     common stock.  However, completion of
our operating plan is subject to attaining adequate revenue and profits. We
cannot assure investors that adequate revenues or profits will be generated. In
the absence of our projected revenues, we may be unable to proceed with our plan
of operations. Even without achieving projected revenue and profit results
within the next twelve months, we anticipate being able to continue with our
present activities, but we may require financing to achieve our goal of profit,
revenue and growth.  Inflation  Inflation does not materially affect our
business or the results of our operations.  Subsequent Events  On January 12, 2009, Clifford caused to be
formed a corporation under the laws of the State of Nevada called Asian Trends
Media Holdings, Inc. (Merger Sub) which is a direct wholly-owned subsidiary of
Clifford.  On January 12, 2009, Clifford and Merger Sub entered into
an Agreement and Plan of Merger, to become effective on January 20, 2009,
pursuant to which Merger Sub merged with and into Clifford and Clifford remained
as the surviving corporation of the merger.  As a result of the merger, the corporate
name of Clifford was changed to Asian Trends Media Holdings, Inc. Prior to the
merger, Merger Sub had no liabilities and nominal assets and, as a result of the
merger the separate existence of Merger Sub then ceased. Clifford was the
surviving corporation in the merger and, except for the name change provided for
in the Agreement and Plan of Merger, there was no change in the directors,
officers, capital structure or business of Clifford.  Clifford, as the parent domestic Nevada
corporation, owning at least 90 percent of the outstanding shares of Merger Sub,
under Nevada law (NRS Section 92A.180) may merge Merger Sub into itself without
shareholder approval and effectuate a name change without shareholder
approval.  On January 7, 2009, the Board of Directors
of the Company accepted the resignation of Ms. Wendy L. H. Man from all of her
committee, officer and employee positions with the Company. Ms. Man does not
have any disagreements with the Company and has no claims against the
Company.  On January 13, 2009, the Board of Directors
of the Company appointed Mr. Huang Jian Nan, a director of the Company, to serve
as the Companys Chief Financial Officer.  Following the Merger, on March 16, 2009,
Asian Trends (the Company) filed a Form 8-K/A with the SEC setting forth the
new business and combined financials.  Off-Balance Sheet
Arrangements  We have no off-balance sheet
arrangements.  Critical Accounting
Policies  The Companys significant accounting
policies are presented in the Companys notes to financial statements for the
period ended December 31, 2008, which are contained in this filing, the
Companys 2008 Annual Report on Form 10-K. The significant accounting policies
that are most critical and aid in fully understanding and evaluating the
reported financial results include the following:  The Company prepares
its financial statements in conformity with generally accepted accounting
principles in the United States of America. These principals require 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 believes that these estimates are
reasonable and have been discussed with the Board of Directors; however, actual
results could differ from those estimates.   28     Recent Accounting
Pronouncements  The Financial Accounting Standards Board
and other standard-setting bodies issued new or modifications to, or
interpretations of, existing accounting standards during the year. The Company
has carefully considered the new pronouncements that alter previous generally
accepted accounting principles and does not believe that any new or modified
principles will have a material impact on the corporations reported financial
position or operations in the near term.  These recently issued
pronouncements have been addressed in the footnotes to the financial statements
included in this filing.   ITEM 7A.   QUANTITATIVE AND QUALITIATIVE
DISCLOSURES ABOUT MARKET RISK  We are a smaller reporting company, as
defined by Rule 229.10(f)(1) and are not required to provide the information
required by this Item.  ITEM 8.
     FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA The audited financial statements for the year ended
December 31, 2008 begin on the next page.  29      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To the Board
of Directors andStockholders of Asian Trends Media Holdings, Inc.  We have audited the accompanying balance sheet of Asian Trends
Media Holdings, Inc. as of December 31, 2008, and the related statements of
operations, stockholders equity and comprehensive income, and cash flows for
the period from the date of inception on July 21, 2008 to December 31, 2008.
Asian Trends Media Holdings Incs management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion. In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Asian Trends Media
Holdings, Inc. as of December 31, 2008, and the results of its operations and
its cash flows for the period from the date of inception on July 21, 2008 to
December 31, 2008 in conformity with accounting principles generally accepted in
the United States of America. The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company will need
additional working capital to carry out its planned activity, which raises
substantial doubt about its ability to continue as a going concern.
 Managements plans in regard to these matters are described in the notes
to the financial statements.  These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.  s/Madsen & Associates CPAs, Inc. Madsen & Associates CPAs, Inc. Murray, Utah April 9, 2009        30      ASIAN TRENDS MEDIA HOLDINGS, INC. CONSOLIDATED BALANCE
SHEET   December 31,2008ASSETSCURRENT ASSETSCash and cash equivalents

$
233,689Other receivables and deposits


46,859Total current
assets


280,548PROPERTY, PLANT & EQUIPMENT, NET OF ACCUMULATED
DEPRECIATION


102,279TOTAL
ASSETS

$
382,827LIABILITIES AND STOCKHOLDERS EQUITYLIABILITIESCURRENT LIABILITIESAccounts payable

$
31,795Accrued expenses and other payables


12,128Total current
liabilities


43,923TOTAL
LIABILITIES


43,923STOCKHOLDERS EQUITYCommon stock, par value $0.001, 225,00,000 shares
authorized; 77,820,000 shares
issued and outstanding as
of December 31, 2008


77,820Preferred stock, par value $0.001, 5,000,000 shares
authorized; 0 shares issued and
outstanding as of December
31, 2008


-Additional paid in capital


522,180Accumulated deficit


(261,096)TOTAL STOCKHOLDERS
EQUITY


338,904TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY

$
382,827  See accompanying notes to the consolidated
financial statements  31     ASIAN TRENDS MEDIA HOLDINGS, INC. CONSOLIDATED STATEMENT
OF INCOME FOR THE PERIOD FROM
JULY 21, 2008 (DATE OF INCEPTION) TO DECEMBER 31,
2008  REVENUE
$
346COST OF SALES

(95,489)GROSS LOSS

(95,143)EXPENSESGeneral &
administrative

165,963TOTAL OPERATING EXPENSES

165,963OPERATING LOSS

(261,106)OTHER INCOMEInterest income

10TOTAL OTHER INCOME

10LOSS BEFORE TAXES

(261,096)PROVISION FOR INCOME TAXES

-NET LOSS
$
(261,096)OTHER COMPREHENSIVE INCOME

-COMPREHENSIVE INCOME
$
(261,096)NET LOSS PER SHARE, BASIC AND DILUTED
$
(0.0034)WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,
BASIC AND DILUTED

77,820,000   See accompanying notes to the consolidated
financial statements   32      ASIAN TRENDS MEDIA HOLDINGS, INC. CONSOLIDATED STATEMENT
OF CHANGES IN STOCKHOLDERS EQUITY FOR THE PERIOD FROM
JULY 21, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008   Preferred Stock

Common Stock

AdditionalNumber



Number



paid-in

Accumulated

Totalof shares

Amount

of shares

Amount

capital

deficit

equityBalance at July 21 2008,inception of subsidiary
-
$
-

-
$
-
$
-
$
-
$
-Issuance of commonstock for cash
-

-

2,000

2

599,998

-

600,000Recapitalization -reverse merger
-

-

77,818,000

77,818

(77,818)

-

-Net loss for the year
-

-

-

-

-

(261,096)

(261,096)Balance atDecember 31, 2008
-
$
-

77,820,000
$
77,820
$
522,180
$
(261,096)
$
338,904   See accompanying notes to consolidated
financial statements     33     ASIAN TRENDS MEDIA HOLDINGS, INC. CONSOLIDATED STATEMENT
OF CASH FLOWS FOR THE PERIOD FROM
JULY 21, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008  Cash Flows From Operating Activities:Net loss
$

(261,096)Adjustments to reconcile net loss to net cash used
by operating activities:Depreciation


5,327Changes in operating assets and liabilities:Increase in other receivables and
deposits


(46,859)Increase in accounts payable


31,795Increase in accrued expenses and
other payables


12,128Net
cash used in operating activities


(258,705)Cash Flows From Investing Activities:Purchase of property, plant and equipment


(107,606)Net cash used
in investing activities


(107,606)Cash Flows From Financing Activities:Issuance of common stock


600,000Net cash
provided from financing activities


600,000Net increase in cash and cash
equivalents


233,689Cash and cash equivalents at Beginning of
Period


-Cash and cash equivalents at the End of
Period
$

233,689 See accompanying notes to the consolidated
financial statements   34     ASIAN TRENDS MEDIA HOLDINGS, INC. Notes to the Consolidated Financial
Statements For the period from
July 21, 2008 (date of inception) to December 31, 2008   NOTE 1 - ORGANIZATION AND PRINCIPAL
ACTIVITIES  The Company was incorporated under the laws
of the State of Delaware on July 15, 2002 with authorized common stock of
50,000,000 shares at $0.001 par value with the name North America Marketing
Corporation.  On March 29, 2004, the Company changed the
domicile to the State of Nevada in connection with a name change to Elite Artz,
Inc..  On October 1, 2007, Elite Artz, Inc.
completed a share exchange agreement with Parkade and Clifford Manufacturing
Co., Ltd., the sole shareholder of Parkade.  For accounting purposes, this
acquisition was treated as a reverse acquisition and recapitalization of
Parkade.  The Company then effected a name change to Clifford China
Estates, Inc.  On December 30, 2008, Asian Trends Media
Holdings, Inc. (the Company) entered into and completed an agreement for share
exchange (the Acquisition Agreement) with Asian Trends Broadcasting Inc.
(Asian Trends BVI), a company incorporated on July 21, 2008 under the laws of
the British Virgin Islands. Asian Trends BVI operates liquid crystal display
(LCD) flat-panel televisions and LCD billboards that advertise throughout Hong
Kong and creates revenue by selling advertising airtime on these LCD displays
through a wholly-owned subsidiary in Hong Kong, namely, Asian Trends
Broadcasting Corporation Limited (Asian Trends HK).  Asian Trends HK was
incorporated on August 5, 2008.  Pursuant to the terms of the Acquisition
Agreement, the Company acquired 100% ownership interest in Asian Trends BVI.
Consideration paid by the Company to Asian Trends BVI was 75,793,200
restricted shares of the Companys common stock.  After the completion of
the transaction, Asian Trends BVI became a wholly owned subsidiary of the
Company.  In conjunction with the Acquisition
Agreement with Asian Trends BVI, the Company entered into and completed an
agreement for share exchange (the Disposal Agreement) with Clifford
Manufacturing Co., Ltd. (Clifford Mfg.) and the shareholders of the Company
(Shareholders).  Pursuant to the terms of the Agreement, Clifford Mfg.
shall acquire 100% ownership of the issued and outstanding capital stock of
Parkade International Ltd., a British Virgin Islands Holding Company
(Parkade), which are currently held by the Company (the Parkade Shares). As
consideration for the Parkade Shares, Clifford Mfg. caused all of the shares
held by affiliates of Clifford Mfg to be delivered to the Company, including
47,973,200 shares of the Companys common stock and 5,000,000 shares of the
Companys Series A Preferred Stock, held by such affiliates.  On December 31, 2008, the Company closed
the transaction set forth in the Disposal Agreement with Clifford Mfg.
 Pursuant to the terms of the Disposal Agreement, Clifford Mfg. acquired
100% ownership of the issued and outstanding capital stock of Parkade.  In
consideration for the Parkade Shares, Clifford Mfg. caused its affiliates to
deliver the agreed shares to the Company. Immediately following completion of the
above acquisition and disposal transactions through the issuance and
cancellation of the Companys common stock and preferred stock, the Company has
77,820,000 shares of its common stock issued and outstanding.  For accounting purposes, the acquisition of
Asian Trends BVI by the Company has been recorded as a reverse acquisition of a
public company and recapitalization of Asian Trends BVI based on the factors
demonstrating that Asian Trends BVI represents the accounting acquirer. The
acquisition is equivalent to the issuance of stock by Asian Trends BVI for the
net monetary assets (which were not significant) of the Company.  35      NOTE 2 - PRINCIPLES OF CONSOLIDATION  The accompanying consolidated financial
statements include the accounts of the Company and the Companys subsidiaries.
All significant inter-company balances and transactions have been eliminated.
The consolidated financial statements are prepared in accordance with generally
accepted accounting principles used in the United States of America.  NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES  (a)
Economic and Political
Risk  The Companys major operations are
conducted in Hong Kong. Accordingly, the political, economic, and legal
environments in Hong Kong, as well as the general state of Hong Kongs economy
may influence the Companys business, financial condition, and results of
operations.  The Companys major operations in Hong Kong
are subject to special considerations and significant risks not typically
associated with companies in North America and Western Europe. These include
risks associated with, among others, the political, economic, and legal
environment. The Companys results may be adversely affected by changes in
governmental policies with respect to laws and regulations, anti-inflationary
measures, and rates and methods of taxation, among other things.  (b)
Cash and Cash
Equivalents  The Company considers all highly liquid
investments purchased with original maturities of three months or less to be
cash equivalents. The Company maintains bank accounts in Hong Kong through its
wholly-owned subsidiary.  (c)
Property, Plant and
Equipment  Property, plant and equipment are carried
at cost less accumulated depreciation. The cost of maintenance and repairs is
charged to the statement of income as incurred, whereas significant renewals and
betterments are capitalized. The cost and the related accumulated depreciation
of assets sold or otherwise retired are eliminated from the accounts and any
gain or loss is included in the statement of income.   (d)
Depreciation and
Amortization  The Company provides for depreciation of
property, plant and equipment principally by use of the straight-line method for
financial reporting purposes. Property, plant and equipment are depreciated over
the following estimated useful lives:  Computer equipment
3 yearsLeasehold improvement
2 yearsOffice equipment
5 yearsFurniture
5 yearsSite display system
5 years  The depreciation expense for the year ended
December 31, 2008 amounted to $5,327.  36       (e)
Accounting for the Impairment of
Long-Lived Assets  The long-lived assets held and used by the
Company are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of assets may not be recoverable. It is
reasonably possible that these assets could become impaired as a result of
technology or other industry changes. Determination of recoverability of assets
to be held and used is by comparing the carrying amount of an asset to future
net undiscounted cash flows to be generated by the assets. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the
assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell. There were no impairments of long-lived
assets for the year ended December 31, 2008.  (f)
Income Tax  The Company has adopted the provisions of
statements of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," which incorporates the use of the asset and liability approach of
accounting for income taxes. The Company allows for recognition of deferred tax
benefits in future years. Under the asset and liability approach, deferred taxes
are provided for the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. A valuation allowance is provided for
deferred tax assets if it is more likely than not these items will either expire
before the Company is able to realize their benefits, or that future realization
is uncertain.  In accordance with the relevant tax laws
and regulations of Hong Kong, the corporation income tax rate applicable is
16.5%. At times generally accepted accounting principles requires the Company to
recognize certain income and expenses that do not conform to the timing and
conditions allowed by Hong Kong. The Company's income tax expense for year ended
December 31, 2008 is nil.  (g)
Fair Value of Financial
Instruments  The carrying amounts of the Company's cash, other
receivable, other payable and accrued expenses approximate to their fair values
because of the short maturity of these items.  (h)
Revenue
Recognition  Revenue represents the invoiced value of
services rendered to customers during the period. Revenue is recognized when all
of the following criteria are met:  a)
Persuasive evidence of an arrangement
exists,  b)
Delivery has occurred or services
have been rendered,  c)
The seller's price to the buyer is
fixed or determinable, and  d)
Collectibility is reasonably
assured.  (i)
Earnings Per
Share  Basic earnings per share is computed by
dividing income available to common shareholders by the weighted-average number
of common shares outstanding during the period. Diluted earnings per share is
computed similar to basic earnings per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. As of December 31, 2008, there was no dilutive
security outstanding.  37      (j)
Use of
Estimates  The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
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. Actual results may differ
from those estimates.  (k)
Retirement
Benefits  Hong Kong mandates companies to operate a
mandatory provident fund scheme, which is available to all employees in Hong
Kong. Both the Company and the employees are required to contribute 5% (subject
to an aggregate amount of $256) per month of the employees relevant income.
 Contributions from the Company are 100% vested in the employees as soon as
they are paid to the scheme.  Contributions to the scheme are expensed in
the statement of operations as they become payable in accordance with the rules
of the scheme.  The assets of the scheme are held separately from those of
the Company and managed by independent professional fund managers.  The
Company provides no other retirement benefits to its employees.  (l)
Comprehensive
Income  Comprehensive income is defined to include
all changes in equity except those resulting from investments by owners and
distributions to owners. Among other disclosures, all items that are required to
be recognized under current accounting standards as components of comprehensive
income are required to be reported in a financial statement that is presented
with the same prominence as other financial statements. Comprehensive income
includes net income and the foreign currency translation gain, net of tax.  (m)
Foreign Currency
Translation  The accompanying consolidated financial
statements are presented in United States Dollar (US$). The functional currency
of the Company is Hong Kong Dollar (HK$). Capital accounts of the consolidated
financial statements are translated into US$ from HK$ at their historical
exchange rates when the capital transactions occurred. Assets and liabilities
are translated at the exchange rates as of balance sheet date. Income and
expenditures are translated at the average exchange rate of the year. The
translation rates are as follows:  2008Period end HK$ : US$ exchange rate


0.1282Average yearly HK$ : US$ exchange rate


0.1282  (n)
Recent Accounting
Pronouncements  Below is a listing of the most recent
accounting standards SFAS 150-161 and their effect on the Company.  Statement No. 150  Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity (Issued
5/03)  This Statement establishes standards for
how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity.  38     Statement No. 151  Inventory Costs-an amendment of ARB No. 43,
Chapter 4 (Issued 11/04)  This statement amends the guidance in ARB
No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that under
some circumstances, items such as idle facility expense, excessive spoilage,
double freight and re-handling costs may be so abnormal ass to require treatment
as current period charges. This Statement requires that those items be
recognized as current-period charges regardless of whether they meet the
criterion of so abnormal. In addition, this Statement requires that allocation
of fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities.  Statement No. 152  Accounting for Real Estate Time-Sharing
Transactions (an amendment of FASB Statements No. 66 and 67)  This Statement amends FASB Statement No.
66, Accounting for Sales of Real Estate, to reference the financial accounting
and reporting guidance for real estate time-sharing transactions that is
provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate
Time-Sharing Transactions.  This Statement also amends FASB Statement
No. 67, Accounting for Costs and Initial Rental Operations of Real Estate
Projects, states that the guidance for (a) incidental operations and (b) costs
incurred to sell real estate projects does not apply to real estate time-sharing
transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2.  Statement No. 153  Exchanges of Non-monetary Assets (an
amendment of APB Opinion No. 29)  The guidance in APB Opinion No. 29,
Accounting for Non-monetary Transactions, is based on the principle that
exchanges of non-monetary assets should be measured based on the fair value of
the assets exchanged. The guidance in that Opinion, however, includes certain
exceptions to the principle. This Statement amends Opinion 29 to eliminate the
exception for non-monetary exchanges of similar productive assets and replaces
it with a general exception for exchanges of non-monetary assets that do not
have commercial substance. A non-monetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange.  Statement No. 154  Accounting Changes and Error Corrections (a
replacement of APB Opinion No. 20 and FASB Statement No. 3)  This Statement replaces APB Opinion No. 20,
Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in
Interim Financial Statements, and changes the requirements for the accounting
for and reporting of a change in accounting principle. This Statement applies to
all voluntary changes in accounting principle. It also applies to changes
required by an accounting pronouncement in the unusual instance that the
pronouncement does not include specific transition provisions. When a
pronouncement includes specific transition provisions, those provisions should
be followed.  39      Statement No. 155  This statement is intended to simplify and
make more consistent the accounting for certain financial instruments.  This standard is not expected to have a
significant effect on the Companys future reported financial position or
results of operations.  Statement No. 156  This statement requires all separately
recognized servicing assets and servicing liabilities be initially measured at
fair value, if practicable, and permits for subsequent measurement using either
fair value measurement with changes in fair value reflected in earnings or the
amortization and impairment requirements of Statement No. 140.  The adoption of this statement is not
expected to have a significant effect on the Companys future reported financial
position or results of operations.  Statement No. 157  In September 2006, the FASB issued SFAS
157, Fair Value Measurements. The objective of SFAS 157 is to increase
consistency and comparability in fair value measurements and to expand
disclosure about fair value measurements.  The adoption of this statement is not
expected to have a material effect on the Companys future reported financial
position or results of operations.  Statement No. 158  This statement requires employers to
recognize the overfunded or underfunded status of a defined benefit
postretirement plan as an asset or liability in its statement of financial
position and to recognize changes in that funded status in the year in which the
changes occur through comprehensive income of a business entity.  The adoption of this statement is not
expected to have a material effect on the Companys future reported financial
position or results of operations.  Statement No. 159  This statement permits entities to choose
to measure many financial assets and financial liabilities at fair value.  The adoption of this statement is not
expected to have a material effect on the Companys future reported financial
position or results of operations.  Statement No. 160  In December 2007, the FASB issued SFAS 160,
Noncontrolling Interests in Consolidated Financial Statements, an amendment of
ARB No. 51 which applies to all entities that prepare consolidated financial
statements, except not-for-profit organizations, but will affect only those
entities that have an outstanding noncontrolling interest in one or more
subsidiaries or that deconsolidate a subsidiary. The statement is effective for
annual periods beginning after December 15, 2008. The management is currently
evaluating the effect of this pronouncement on financial statements .  40      Statement No. 161  In March 2008, the FASB issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities -
an amendment of FASB Statement No. 133, (SFAS 161) as amended and
interpreted, which requires enhanced disclosures about an entitys derivative
and hedging activities and thereby improves the transparency of financial
reporting. Disclosing the fair values of derivative instruments and their gains
and losses in a tabular format provides a more complete picture of the location
in an entitys financial statements of both the derivative positions existing at
period end and the effect of using derivatives during the reporting period.
Entities are required to provide enhanced disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entitys financial position, financial performance, and cash flows.
SFAS No. 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. Early adoption is permitted.
The management is currently evaluating the effect of this pronouncement on
financial statements.  In September of 2006 the SEC issued Staff
Accounting Bulletin No. 108, Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements. SAB No. 108 addresses how the effects of prior year uncorrected
misstatements should be considered when quantifying misstatements in current
year financial statements.  The Company does not expect that the
adoption of SAB No. 108 will have a material effect on the Companys future
reported financial position or results of operations. In considering all recent accounting
pronouncements issued recently by the FASB, EITF, AICPA or SEC, the Company does
not expect that the adoption of any of these accounting pronouncements will have
a material effect on the Companys future reported financial position or results
of operations.  The Company does not expect that the
adoption of other recent accounting pronouncements to have any material impact
on its financial statements.  NOTE 4  DEPOSITS PAID AND OTHER
RECEIVABLES  Deposits paid consists of payments and
deposits made by the Company to third parties in the normal course of business
operations with no interest being charged and no fixed repayment terms. These
payments are made for the places and services that are used by the Company for
its current operations.  The Company evaluates the amounts recorded
as deposits paid and other receivables on a periodic basis and records a charge
to the current operations of the Company when the related expense has been
incurred or when the amounts reported as other receivables is no longer deemed
to be collectible by the Company. Deposits paid and other receivables as of December
31, 2008 are summarized as follows:  As of December 31, 2008Deposits paid




$
2,500Other receivables





44,359Total




$
46,859   41     NOTE 5 - PROPERTY, PLANT AND EQUIPMENT  Property, plant and equipment of the
Company consist primarily of computer and display equipment owned and operated
by the Company. Property, plant and equipment as of December 31, 2008 are
summarized as follows:  As of December 31, 2008At cost:Computer equipment




$
13,147Leasehold improvement





47,533Office equipment





24,654Furniture





11,632Site display system





10,640107,606Less: Accumulated depreciation





(5,327)Property, plant and equipment, net




$
102,279  Depreciation expense for the year ended
December 31, 2008 was $5,327.  NOTE 6 - ACCRUED EXPENSES AND OTHER
PAYABLES  As of December 31, 2008Accrued expenses




$
5,910Other payables





6,218Total




$
12,128  Other payables consist of amounts owed by
the Company to various entities that are incurred by the Company under the
normal course of business operations. These liabilities are non interest bearing
and are payable within a year.  NOTE 7 - INCOME TAX AND DEFERRED TAX
LIABILITIES  Corporation Income Tax ("CIT")  In accordance with the relevant tax laws
and regulations of Hong Kong, the statutory corporate income tax rate is 16.5%
for the year ended December 31, 2008.  No provision for the statutory
corporate income tax is made as the Company did not generate any assessable
income for the year ended December 31, 2008.  The Company's actual tax expense differs from the
"expected" tax expense for the year ended December 31, 2008 (computed by
applying the CIT rate of 16.5% to net loss of the Company).  For the year endedDecember 31,2008Net loss before provision for income taxes
$
(261,096)Tax at the applicable rate: 16.5%

(43,081)Tax effect of loss not recognized

43,081TOTAL
$
-
   42     The provisions for income taxes for the
year ended December 31, 2008 are summarized as follows:  As of December 31,2008Current




$
-Deferred





-TOTAL




$
-
  There are no other timing differences
between reported book or financial income and income computed for income tax
purposes.  Therefore, the Company has made no adjustment for deferred tax
assets or liabilities.  NOTE 8 - COMMON STOCK  The Company authorized 225,000,000 shares $0.001 par
value of common stock. The Company has a total of 77,820,000 shares of common
stock issued and outstanding as of December 31, 2008.  NOTE 9 - CONTINGENCIES AND
COMMITMENTS  Operating lease commitments  As of December 31, 2008, the Company had a
non-cancelable operating lease with a third party for its office. The expected
annual lease payments under this operating lease is as follows:  As of December 31,2008For the year ended December 31,2009




$
74,6172010





43,526TOTAL




$
118,143
   NOTE 10- GOING CONCERN  The Company will need additional working capital to carry
out its planned activity, which raises substantial doubt about its ability to
continue as a going concern.  Continuation of the Company as a going
concern is dependent upon obtaining additional working capital through loans,
equity financing or merger with another entity.  Management of the Company
has developed a strategy, which it believes will accomplish this objective
through additional equity funding and other financing which will enable the
Company to operate for the coming year.   43     ITEM 9.      CHANGES IN
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE  On March 16, 2009 the Company filed, on
Form 8-K notice of change in our principal auditor.  There have been no
disagreements with our successor or predecessor auditor regarding accounting and
financial disclosure.  ITEM 9A.   CONTROLS AND
PROCEDURES  Evaluation of Disclosure Controls and
Procedures  The President (Principal Executive
Officer), Director, and Chief Financial Officer (Principal Accounting and
Financial Officer) has evaluated the effectiveness of the Companys disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of the fiscal period ending December 31, 2008 covered by
this Annual Report on Form 10-K. Based upon such evaluation, the President
(Principal Executive Officer), Director, and Chief Financial Officer (Principal
Accounting and Financial Officer) has concluded that, as of the end of such
period, the Companys disclosure controls and procedures were not effective as
required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This
conclusion by the Companys President (Principal Executive Officer),
Director, and Chief Financial Officer (Principal Accounting and Financial
Officer) does not relate to reporting periods after December 31,
2008.  Managements Report on Internal
Control Over Financial Reporting  Management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company. Internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.  The Companys internal control over
financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America, and
that receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company; and
(iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Companys assets that
could have a material effect on the financial statements.  Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.  Management, under the supervision of the
Companys President (Principal Executive Officer), Director, and Chief Financial
Officer (Principal Accounting and Financial Officer), conducted an evaluation of
the effectiveness of internal control over financial reporting based on the
framework in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this
evaluation, management concluded that the Companys internal control over
financial reporting was not effective as of December 31, 2008 under the criteria
set forth in the in Internal ControlIntegrated Framework.  A material weakness is a deficiency,
or combination of deficiencies, in internal control over financial reporting
such that there is a reasonable possibility that a material misstatement of the
Company's annual or interim financial statements will not be prevented or
detected on a timely basis.   Management has determined that
material weaknesses exist due to a lack of segregation of duties, resulting from
the Company's limited resources.  44      This annual report does not include an
attestation report of the Companys registered public accounting firm regarding
internal control over financial reporting. Managements report was not subject
to attestation by our registered public accounting firm pursuant to temporary
rules of the SEC that permit us to provide only managements report in this
Annual Report on Form 10-K.  Changes in Internal Control Over
Financial Reporting  There were no significant changes in the
Companys internal controls, or other factors, that could significantly affect
the Companys controls subsequent to the date of the evaluations performed by
the executive officers of the Company.  No deficiencies or material
weaknesses were found that would require corrective action.  ITEM 9B.    OTHER
INFORMATION  None.   PART III  ITEM 10.     DIRECTORS AND
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our executive officers and directors and their ages as of
December 31, 2008 is as follows:  Name

Age

TitleHuang Jian Nan

43

CFO and DirectorZhi Jian Zeng

45

CEODr. C. H. Roger Yip

37

PresidentDr. Terence Wong

47

Advisor
  Set forth below is a brief description of
the background and business experience of our executive officers and directors
for the past five years.  Huang Jian Nan Following his graduation from high
school in 1983, Mr. Nan, age 43, worked in the Sales Department of Fe Shan Shan
Shui Tower Manufacturing Co. until 1990.  From 1990 until 1998, Mr. Huang
worked in the Sales Department at Shan Shui Jian Li Bao Packaging Company
Limited.  Since 1999, Mr. Huang has been working at Dongguan Great East
Packaging Co. Ltd. where he is currently the Deputy General Manager.  Zhi Jian Zeng Mr. Zeng, age 45, completed his
undergraduate work in professional accounting in China and is currently a
professional accountant in China.  Mr. Zeng has over twenty years of
finance and accounting experience and has served as a senior finance and
accounting professional to several Chinese companies.  From 1981-86 he was
Accountant at the Food bureau of Loudi City of Hunan Province in China. 
From 1986 to 1995 he was Assistant Manager and then the Finance Manager of
Foreign Tea Company at Shaoyang City of Hunan Province.  He worked briefly
in 1996-97 at Jinda Plastics and Metals Products (Shenzhen) as Head of
Accounting.  From 1997 to 2005 he worked at the Great East Packaging
Holding Limited where started as the finance Manager and was promoted to the
post of Financial Controller.  Dr. C. H. Roger Yip Dr. C. H. Roger Yip is the company
president of Entrepreneurial Engineering Corporation.  He is an expert in
financing, investing, and corporate re-engineering.  He is the founder and
a major equity partner of the Characters Capital Group of companies whose first
company was founded in early 2001.     45     Prior to his entrepreneurial development,
Dr. Yip was Global Market Strategist & Economist of Bank of America, when he
was the Banks official spokesman on the economies of Greater China and India.
 His institutional clients include the Peoples Bank of China and the State
Administration of Foreign Exchange, and also Coca Cola, Nike, Bausch & Lomb,
Prudential, etc.  Dr. Terence Wong Dr. Terence Wong is a consultant for HKSAR
Employee Retraining Board and consultant for franchising enterprises in mainland
China.  Dr. Wong is the president of Entrepreneurial Engineering
Corporation, the executive director of Subculture Publishers and the associate
director of Richland Worldwide Ltd.  He also holds directorships in many
other companies.  He has over 20 years consulting experience in
consultancy and still being actively involved in business development and both
business-to-business and business-to-consumer industries in Hong Kong and
Mainland China. Term of
Office Our directors are appointed for a one-year
term to hold office until the next annual general meeting of our shareholders or
until removed from office in accordance with our bylaws. Our officers are
appointed by our board of directors and hold office until removed by the
board.  Code of Ethics We have adopted a
code of ethics that applies to our principal executive officer, principal
financial officer, and principal accounting officer as well as our employees.
 Our standards are in writing and are to be posted on our website at a
future time.   The following is a summation of the key points of the
Code of Ethics we adopted: · Honest and ethical
conduct, including ethical handling of actual or apparent conflicts of interest
between personal and professional relationships; · Full, fair, accurate,
timely, and understandable disclosure reports and documents that a small
business issuer files with, or submits to, the Commission and in other public
communications made by our Company; · Full compliance with
applicable government laws, rules and regulations; · The prompt internal
reporting of violations of the code to an appropriate person or persons
identified in the code; and · Accountability for
adherence to the code.  Corporate Governance We are a small
reporting company, not subject to the reporting requirements of Section 13(a) or
15(d) of the Exchange Act respecting any director.  We have conducted
special Board of Director meetings almost every month since inception.
 Each of our directors has attended all meetings either in person or via
telephone conference. We have no standing committees regarding audit,
compensation or other nominating committees.   In addition to the
contact information in private placement memorandum, each shareholder will be
given specific information on how he/she can direct communications to the
officers and directors of the corporation at our annual shareholders meetings.
 All communications from shareholders are relayed to the members of the
Board of Directors. Section 16(a) Beneficial Ownership
Reporting Compliance  Under Section 16(a) of the Exchange Act,
our directors and certain of our officers, and persons holding more than 10
percent of our common stock are required to file forms reporting their
beneficial ownership of our common stock and subsequent changes in that
ownership with the United States Securities and Exchange
Commission.  Such persons are also required to furnish Coastline
Corporate Services, Inc. with copies of all forms so filed.  Based solely upon a review of copies of
such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us,
we believe that as of the date of this report, our executive officers, directors
and greater than 10 percent beneficial owners complied on a timely basis with
all Section 16(a) filing requirements.  46      ITEM 11.     EXECUTIVE
COMPENSATION No annual and
long-term compensation was paid to our Officers. The most highly compensated
employees who served at the end of the fiscal year December 31, 2008 and whose
salary and bonus did not exceed $100,000 for the fiscal years ended December 31,
2008 for services rendered in all capacities to us. The listed individuals shall
be hereinafter referred to as the "Named Executive Officers." Additional
Compensation of Directors All of our directors are unpaid.
Compensation for the future will be determined when and if additional funding is
obtained.  Board of
Directors and Committees Currently, our Board of Directors consists
of Huang Jian Nan.  We are actively seeking additional board members with
industry experience.  Employment
Agreements Currently, we have no employment agreements
with any of our Directors or Officers.  Director
Compensation We have provided no compensation to our
directors for services provided as directors.  Stock Option
Grants We have not granted any stock options to our executive
officers since our incorporation.  ITEM 12.     SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS  The following table provides the names and addresses of
each person known to us to own more than 5% of our outstanding common stock as
of December 31, 2008, and by the officers and directors, individually and as a
group. Except as otherwise indicated, all shares are owned directly.  Title of Class
Name and Address
of Beneficial Owner
Amount and Nature
of Beneficial Owner
Percent of ClassRestricted Stock
Chan Tsz King
15th floor, Sun & Moon Building,
No. 45 Sing Woo Road,
Happy Valley, Hong Kong
17,406,300
21.25%Restricted Stock
Huang Jian Nan
15th Floor, Sun & Moon Building
No. 45 Sing Woo Road
Happy Valley, Hong Kong
40,980,600
50.03%Restricted Stock
Yip Chi-Him Roger
5th Floor, Sun & Moon Building
No. 45 Sing Woo Road
Happy Valley, Hong Kong
17,406,300
21.25% The percent of class is based on 81,912,000 shares of
common stock issued and outstanding as of March 18, 2009.  47     ITEM 13.    CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.  On December 31, 2008, the Company closed
the transaction set forth in the Disposal Agreement with Clifford Mfg.
  Pursuant to the terms of the Disposal Agreement, Clifford Mfg.
acquired 100% ownership of the issued and outstanding capital stock of Parkade.
 In consideration for the Parkade Shares, Clifford Mfg. caused its
affiliates to deliver the agreed shares to the Company.  There have been no other material related
party transactions.  ITEM 14.
    PRINCIPAL ACCOUNTING FEES AND SERVICES  Audit Fees The aggregate fees billed by GHP Horwath,
P.C and Madsen & Associates CPAs, Inc. for professional services rendered
for the audit of the Companys financial statements for the fiscal years ended
December 31, 2008 and 2007, for the review of the Companys financial statements
for the periods ended March 31, 2008, June 30, 2008, and September 30,
2008.   Audit fees by year were: Total


GHP
Horwath

Madsen2008

$
 197,118


$
 162,118

$
 35,000  Audit Related Fees For our fiscal year ended December 31, 2008
we did not incur any audit related fees.  Tax Fees For our fiscal year ended December 31,
2008, we were not billed for professional services rendered for tax compliance,
tax advice, and tax planning.  All Other Fees We did not incur any other fees related to
services rendered by our principal accountant for the fiscal year ended December
31, 2008.  Audit and Non-Audit Service Pre-Approval
Policy In accordance with the requirements of the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated there
under, the Audit Committee has adopted an informal approval policy that it
believes will result in an effective and efficient procedure to pre-approve
services performed by the independent registered public accounting firm.  Audit Services.Audit services include the annual financial statement audit (including
quarterly reviews) and other procedures required to be performed by the
independent registered public accounting firm to be able to form an opinion on
our financial statements. The Audit Committee pre-approves specified annual
audit services engagement terms and fees and other specified audit fees. All
other audit services must be specifically pre-approved by the Audit Committee.
The Audit Committee monitors the audit services engagement and may approve, if
necessary, any changes in terms, conditions and fees resulting from changes in
audit scope or other items.  Audit-Related
Services.Audit-related services are assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements which historically have been provided to us by the
independent registered public accounting firm and are consistent with the SECs
rules on auditor independence. The Audit Committee pre-approves specified
audit-related services within pre-approved fee levels. All other audit-related
services must be pre-approved by the Audit Committee.  Tax Services.The Audit Committee pre-approves specified tax services that the Audit
Committee believes would not impair the independence of the independent
registered public accounting firm and that are consistent with SEC rules and
guidance. The Audit Committee must specifically approve all other tax
services.  48      All Other Services.Other services are services provided by the independent registered
public accounting firm that do not fall within the established audit,
audit-related and tax services categories. The Audit Committee pre-approves
specified other services that do not fall within any of the specified prohibited
categories of services.  Procedures.All proposals for
services to be provided by the independent registered public accounting firm,
which must include a detailed description of the services to be rendered and the
amount of corresponding fees, are submitted to the Chairman of the Audit
Committee and the Chief Financial Officer. The Chief Financial Officer
authorizes services that have been pre-approved by the Audit Committee. If there
is any question as to whether a proposed service fits within a pre-approved
service, the Audit Committee chair is consulted for a determination. The Chief
Financial Officer submits requests or applications to provide services that have
not been pre-approved by the Audit Committee, which must include an affirmation
by the Chief Financial Officer and the independent registered public accounting
firm that the request or application is consistent with the SECs rules on
auditor independence, to the Audit Committee (or its Chair or any of its other
members pursuant to delegated authority) for approval.  PART IV  ITEM 15.     EXHIBITS,
FINANCIAL STATEMENT SCHEDULES  Item 6.      Exhibits
and Reports of Form 8-K.  (a)
During the quarter ending December 31, 2008, the
Company filed the following Exhibits and Form 8Ks:
·
January 2, 2009, filed an 8-K
for:
-Item 5.02, Departure of
Directors or Principal Officers; Election of Directors, Appointment of
Principal Officers
·
January 5, 2009
-Item 1.01: Entry into a
Material Definitive Agreement
-Item 2.01: Completion of
Acquisition or Disposition of Assets
-Item 5.01: Changes in Control
of Registrant
-Item 5.02: Departure of
Directors or Certain Officers; Election of Directors; Appointment of
Certain
Officers:
Compensatory Arrangements of Certain Officers
-Item 9.01: Financial
Statements and Exhibits(b)
ExhibitsExhibit Number
Exhibit Title31.1
Certification of Zhi Jian Zeng pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
Certification of Huang Jian Nan, pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
Certification of Zhi Jian Zeng pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
Certification of Huang Jian Nan, pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.   49       SIGNATURES  In accordance with Section 13 or 15(d) of
the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, there unto duly authorized.  Asian Trends Media Holdings, Inc.By:
[asiantrends10k041109final002.gif]Zhi Jian ZengChief Executive OfficerDated:
April 14, 2009   In accordance with the
requirements of the Securities Act of 1933, this registration statement was
signed by the following persons in the capacities and on the dates stated. [asiantrends10k041109final004.gif]Name
Title
Date___________________
Zhi Jian Zeng
Chief Executive Officer
April 14, 2009[asiantrends10k041109final006.gif]
___________________
Huang Jian Nan
Chief Financial Officer
April 14, 2009    50