UNITED STATES SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C. 20549  FORM
10-Q  (Mark One) [X] QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended: March 31,
2009  [  ] 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 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 £
Non-accelerated filer £Accelerated filer £  (do not check if 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 Exchange Act). Yes £       No
T  State the number of shares outstanding of each of the
issuers classes of common equity, as of March 31, 2009, are as follows: Class of Securities
Shares OutstandingCommon Stock, $0.001 par
value
77,820,000
shares  Transitional Small Business Disclosure Format (check
one): Yes £        
No  T    1    TABLE OF
CONTENTS   PART I - FINANCIAL INFORMATIONItem 1.
Unaudited Condensed Financial Statements
3Item 2.
Managements Discussion and Analysis of Financial
Condition and Results of Operation or Plan of Operation
13Item 3.
Quantitative and Qualitative Disclosures About
Market Risk
18Item 4T.
Controls and Procedures
18PART II -OTHER INFORMATIONItem 1.
Legal Proceedings.
19Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds.
19Item 3.
Defaults Upon Senior Securities.
19Item 4.
Submission of Matters to a Vote of Security
Holders.
19Item 5.
Other Information.
20Item 6.
Exhibits
20SIGNATURES
23                                    2       PART I  FINANCIAL INFORMATION    ITEM 1.  FINANCIAL STATEMENTS   ASIAN TRENDS MEDIA HOLDINGS,
INC.CONDENSED CONSOLIDATED BALANCE
SHEETSMarch 31,

December 312009

2008ASSETS

(Unaudited)

(Audited)CURRENT ASSETSCash and cash equivalents
$
1,896
$
233,689Other receivables and deposits

128,513

46,859Total current assets

130,409

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

94,175

102,279TOTAL ASSETS
$
224,584
$
382,827LIABILITIES AND STOCKHOLDERS EQUITYLIABILITIESCURRENT LIABILITIESAccounts payable
$
47,817
$
31,795Accrued expenses and other payables

8,464

12,128Total current liabilities

56,281

43,923TOTAL LIABILITIES

56,281

43,923STOCKHOLDERS EQUITYPreferred stock, par value $0.001, 5,000,000 shares
authorized; 0 shares issued and outstanding as of March 31, 2009

-

-Common stock, par value $0.001, 225,000,000 shares
authorized; 77,820,000 shares issued and outstanding as of March 31, 2009
and December 31, 2008

77,820

77,820Additional paid in capital

522,180

522,180Accumulated deficit

(431,697)

(261,096)TOTAL STOCKHOLDERS EQUITY

168,303

338,904TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
$
224,584
$
382,827   See
accompanying notes to the condensed consolidated financial statements    3     ASIAN TRENDS MEDIA HOLDINGS,
INCCONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONSAND
COMPREHENSIVE INCOME (UNAUDITED)For the threemonths endedMarch 31, 2009REVENUE
$
2,279COST OF SALES

(34,369)GROSS LOSS

(32,090)EXPENSESGeneral & administrative

138,511TOTAL OPERATING EXPENSES

138,511OPERATING LOSS

(170,601)LOSS BEFORE TAXES

(170,601)PROVISION FOR INCOME TAXES

-NET LOSS
$
(170,601)OTHER COMPREHENSIVE INCOME

-COMPREHENSIVE INCOME
$
(170,601)NET LOSS PER SHARE, BASIC AND DILUTED
$
(0.0022)WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,
BASIC AND DILUTED

77,820,000   See
accompanying notes to the condensed consolidated financial statements    4     ASIAN TRENDS MEDIA HOLDINGS,
INC.CONDENSED CONSOLIDATED STATEMENT OF
CASH FLOWS (UNAUDITEDFor the threemonths endedMarch 31, 2009Cash Flows From Operating Activities:Net loss
$
(170,601)Adjustments to reconcile net loss to net cash used
by operating activities:Depreciation

13,142Changes in operating assets and liabilities:Increase in other receivables and deposits

(81,654)Increase in accounts payable

16,022Decrease in accrued expenses and other
payables

(3,664)Net cash used in operating activities

(226,755)Cash Flows From Investing Activities:Purchase of property, plant and equipment

(5,038)Net cash used in investing activities

(5,038)Cash Flows From Financing Activities:Capital contribution

-Net cash provided from financing activities

-Net decrease in cash and cash
equivalents

(231,793)Cash and cash equivalents at Beginning of
Period

233,689Cash and cash equivalents at the End of
Period
$
1,896  See
accompanying notes to the condensed consolidated financial statements     5    ASIAN TRENDS
MEDIA HOLDINGS, INC.  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (UNAUDITED)  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.  On March 12, 2009, the Company, through its
wholly owned subsidiary Asian Trends BVI, formed Votex Entertainment Company
Limited, a wholly owned subsidiary incorporated in Hong Kong.   6    NOTE 2  BASIS OF
PRESENTATION  The consolidated financial statements of
the Company have been prepared in accordance with accounting principles
generally accepted in the United States of America (US GAAP) and include the
accounts of the Company and its subsidiaries.  The accompanying financial statements as of
March 31, 2009 and for the three months ended March 31, 2009 have been prepared
by Asian Trends Media Holdings, Inc. (the Company) without an audit. Pursuant
to the rules and regulations of the Securities and Exchange Commission (the
SEC), certain information and footnote disclosures normally included in the
financial statements prepared in accordance with US GAAP have been condensed or
omitted. These financial statements should be read in conjunction with the
financial statement and the notes thereto included in the Companys audited
annual financial statements for the year ended December 31, 2008, which are
included in the Companys Annual Report on Form 10-K for the year ended December
31, 2008, filed with the SEC on April 14, 2009.  The preparation of financial statements in
conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues and expenses
and the disclosure of contingent assets and liabilities. Actual results could
differ from these estimates.  In the opinion of the management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position as of March 31, 2009, results of
operations and cash flows for the three months ended March 31, 2009, have been
made. The results of operations for the three months ended March 31, 2009 are
not necessarily indicative of the operating results for the full year.  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 and impairment. The cost of maintenance
and repairs is charged to 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.  7     NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)  (d)
Depreciation  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  Depreciation expense for the three months ended March 31,
2009 was $13,142.  (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 made 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 three months ended March 31, 2009.  (f)
Income Tax  The Company has adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for
Income Taxes, (SFAS 109) 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 the PRC and Hong Kong, the corporation income tax rate is 25%
and 16.5% respectively. The Company recognizes certain income and expenses that
do not conform to the timing and conditions allowed by the PRC tax
authorities.  Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement No. 109. (FIN 48) clarifies the
accounting for uncertainty in income taxes recognized in an enterprises
financial statements in accordance with SFAS 109, and prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
This interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure, and
transition.  (g)
Fair Value of Financial
Instruments  The carrying amounts of financial
instruments such as cash and accounts payable approximate their fair value
because of the short maturities of these instruments. The fair value of
receivables from associated companies and payables to associated companies are
not practical to estimate based upon the related party nature of the underlying
transactions.  8     NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)  (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 net 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 March 31, 2009, there were
no dilutive securities outstanding.  (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 maximum amount of $256) per month of the employees relevant
income. Contributions from the Company are 100% vested in the employees as soon
as they are paid to the scheme. Contributions to the scheme are expensed in the
statement of income as they become payable in accordance with the rules of the
scheme. The assets of the scheme are held separately from those of the Company
and managed by independent professional fund managers.  The Company
provides no other retirement benefits to its employees.  (l)
Comprehensive Income  Comprehensive income is defined to include
all changes in equity except those resulting from investments by owners and
distributions to owners. Among other disclosures, all items that are required to
be recognized under current accounting standards as components of comprehensive
income are required to be reported in a financial statement that is presented
with the same prominence as other financial statements. Comprehensive income
includes net income and the foreign currency translation gain, net of tax.   9     NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)  (m)
Foreign Currency
Translation  The accompanying consolidated financial
statements are presented in United States dollars.  The functional currency
of the Company is Hong Kong Dollar (HK$). Capital accounts of the consolidated
financial statements are translated into United States dollars (US$) from Hong
Kong dollars (HK$) at their historical exchange rates when the capital
transactions occurred.  Assets and liabilities are translated at the
exchange rates as of the balance sheet date. Income and expenditures are
translated at the average exchange rate during the period. The translation rates
are as follows:  March 31, 2009Period end HK$ : US$ exchange rate





0.1282Average Period HK$ : US$ exchange rate





0.1282  (n)
Recent Accounting
Pronouncements  The Company does not expect that the
adoption of the 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
March 31, 2009 and December 31, 2008 are summarized as follows:  March 31, 2009


December 31, 2008(Unaudited)


(Audited)Deposits paid

$
2,276

$
2,500Other receivables


126,237


44,359Total

$
128,513

$
46,859   10    NOTE 5 - PROPERTY 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 March 31, 2009 and December
31, 2008 is summarized as follows:  March 31, 2009
(Unaudited)

December 31, 2008
(Audited)At cost:Computer
equipment

$
13,147
$
13,147Leasehold
improvement


47,533

47,533Office
equipment


29,692

24,654Furniture


11,632

11,632Site display
system


10,640

10,640112,644

107,606Less: Accumulated depreciation


(18,469)

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

$
94,175
$
102,279  Depreciation expense for the three months ended March 31,
2009 was $13,142.  NOTE 6  ACCRUED EXPENSES AND OTHER PAYABLES  March 31, 2009


December 31, 2008(Unaudited)


(Audited)Accrued expenses

$
2,246

$
5,910Other payables


6,218


6,218Total

$
8,464

$
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 ASSETS /
LIABILITIES  The corporate income tax rates applicable
to the subsidiaries for the three months periods ended March 31, 2009 were as
follows:  Place of incorporation

2009Asian Trends Broadcasting Inc.
BVI

0%Asian Trends Broadcasting Corporation
Limited
Hong Kong

16.5%Votex Entertainment Company Limited
Hong Kong

16.5%  The Company's actual tax expense differs
from the "expected" tax expense for the three months ended March 31, 2009
(computed by applying the CIT rate of 16.5% to net loss of the Company).  For the threemonths endedMarch 31, 2009(Unaudited)Net loss before provision for income taxes
$
(170,601)Tax at the applicable rate: 16.5%

(28,149)Tax effect of loss not recognized

28,149TOTAL
$
-   11    No provision for
the statutory corporate income tax is made as the Company did not generate any
assessable income for the three months ended March 31, 2009.  The provisions for income taxes for the three months
ended March 31, 2009 are summarized as follows:  For the threemonths endedMarch 31, 2009(Unaudited)Current




$
-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 - 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.  NOTE 9 - 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 March 31, 2009.  NOTE 10 - CONTINGENCIES AND COMMITMENTS  Operating lease commitments  As of March 31, 2009, 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:  For the year ended December 31,





As of March 31, 20092009




$
74,6172010





43,526TOTAL




$
118,143  NOTE 11 - 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.   12     ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION  The following discussion should be read in conjunction
with our unaudited condensed financial statements and the notes thereto.  Cautionary Notice Regarding Forward-Looking
Statements  The information contained in Item 2
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 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 quarterly 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.   13    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.  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 acquirer 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.   14    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 Operation- Three Months Ended March 31,
2009The following table summarizes the result of our operation during
the three-month ended March 31, 2009  For the threeMonths endedMarch 31,2009Revenue
$
2,279Cost of sales
$
(34,369)Gross loss
$
(32,090)General & administrative
$
138,511Sales & marketing
$
0Finance
$
0(Loss) from operations
$
(170,601)Other income
$
0Provision for taxation
$
0Minority interests
$
0Net (loss)
$
(170,601)  Revenues  The sales were recognized as two advertising packages for
the Chinese New Year in January 2009.  Cost of sales  The cost of sales represented cost of content production
and maintenance of Inno View by Sirius International (Hong Kong) Ltd.  Operating expenses  General and administrative expenses  General and administrative expenses consist of the
following:  For the three Months
ended March 31, 2009Salaries
$
63,149Office rental
$
18,654Insurance
$
0Legal and other professional fee
$
11,473Stamp duty and property tax
$
0Depreciation
$
13,142Others
$
32,093$
138,511  15        Salaries  Salaries for the first quarter in 2009
represented salaries paid to the staff who were hired by Asian Trends
Broadcasting Corporation Limited.  Office rental  Office rental in the first quarter in 2009
represented the rental expenses paid for the Suite 1902, Kodak House II, Quarry
Bay, Hong Kong.  Legal and other professional fee  Legal and professional fees comprised of
legal and professional service fee in the amount of $13,960 for 2009 and audit
fee in the amount of $9,949 for 2009.  The audit fee for the first quarter
of 2009 decreased significantly when compared with last year because we changed
the auditors and there was a significant decrease in audit scope because of
change of business nature.  Stamp duty and property tax  No construction work was performed in the
first quarter in 2009 because of change of business nature and therefore no
stamp duty or property taxes were incurred.  Depreciation  The depreciation for the first quarter of
2009 was a significant portion of general and administrative expenses because
leasehold improvement was depreciated under the straight line method for the
useful lives of 2 years.  Other Income  No other income was recognized in 2009
because no interest income was derived from the savings account in the DBS Bank
(Hong Kong) Limited and no exchange gain was incurred.  Loss before tax  As a result of the above reasons, loss
before income taxes for the first quarter of 2009 was  a loss of $170,601
in 2009.  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 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.   16    Cash
Position  As of March 31, 2009, the Company had cash
and cash equivalents and net working capital in the amounts of $1,896 and
$74,128, respectively.   For the threeMonths endedMarch 31,2009Net cash (used in) operating activities
$
(226,755)Net cash (used in) investing activities
$
(5,038)Net cash (used in) financing activities
$
0Net increase (decrease) in cash and cash
equivalents
$
(231,793)  Cash flows from operating
activities  Net cash used in operating activities was
$226,755 for the period ended March 31, 2009, which was a significant decrease
since December 31, 2008The decrease was mainly due to an increase in other
receivable from Digital Outdoor Television (Hong Kong) Limited and Great East
Packaging (Hong Kong) Limited.  Cash flows from investing
activities  The investing activities represent the
purchase of office equipment and of Smart Film, speakers and a projector.  Cash flows from financing
activities  Net cash provided by financing activities
for the three months ended March 31. 2009 was $0 mainly attributable to no bank
loans during this period.  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.  17     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. 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 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK  There have been no material changes in market risk since
the filing of the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2008.   ITEM 4T.  CONTROLS AND PROCEDURES  Evaluation of disclosure controls and
procedures  Under the supervision and with the
participation of our management, including our principal executive officer and
principal financial officer, we conducted an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures, as such term
is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of
1934, as amended (Exchange Act), as of March 31, 2009. Based on this evaluation,
our principal executive officer and principal financial officer have concluded
that our disclosure controls and procedures as of the end of such periods are
not effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commissions rules and forms and that our disclosure and controls are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and
principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure  The company has limited resources and as a result, a
material weakness in financial reporting currently exists.    18    A material
weakness is a deficiency (within the meaning of the Public Company Accounting
Oversight Board (PCAOB) auditing standard 5) 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 a material weakness exists due
to a lack of segregation of duties, resulting from the Company's limited
resources.  One material weakness in the Companys
internal controls is that it currently only has one director. The Company is
currently performing a search for at least one additional director in order to
remedy this material weakness.  The Companys management confirm that there
was no change in the Companys internal control over financial reporting during
the quarter ended March 31, 2009 that has materially affected, or is reasonably
likely to materially affect, the Companys internal control over financial
reporting.    PART II  OTHER INFORMATION    ITEM 1.  LEGAL PROCEEDINGS  There is no pending litigation by or against us.    ITEM 2.  UNREGISTERED SHARES OF EQUITY SECURITIES
AND USE OF PROCEEDS  Set forth below is information regarding
the issuance and sales of Asian Trends Media Holdings, Inc.'s common stock
without registration under the Securities Act of 1933 during the last three (3)
years. No sales involved the use of an underwriter and no underwriter discounts
or commissions were paid in connection with the sale of any securities.  Common
Stock  Date Description Change
in Shares Running Total May
23, 2007 Beginning
Balance 3,059,400 3,059,400 May
24, 2007 2
for 1 Forward Split 3,059,400 6,118,800 Dec
5, 2007 Issuance
to Billion Express International
Ltd 4,388,1200 50,000,000 Jan
9, 2009 Issuance
to Roger Yip Chi Him &
Chan Tsz King 75,793,200
           125,793,200 Jan 9,
2009 Cancellation by
Billion Express International
Ltd (43,881,200) 81,912.000  Prefrred
Stock **** Date Description Change
in Shares Running Total Dec
5, 2007 New
Issuance 5,000,000 5,000,000 Jan
9, 2009 Cancellation
to Billion Express International
Ltd 2,111,880 2,888,120 Jan
9, 2009 Cancellation
to Profit Garden International
Ltd (2,888,120) 0  ITEM 3.  DEFAULTS UPON SENIOR SECURITIES  None  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS  No matters were submitted to our security holders during
the quarter ending March 31, 2009 that was not reported in a current report on
Form 8-K.   19      ITEM 5.  OTHER INFORMATION  Committees We currently do not have standing audit,
nominating or compensation committees.  Currently, our entire Board of
Directors is responsible for the functions that would otherwise be handled by
these committees.  We intend, however, to establish an audit committee, a
nominating committee and a compensation committee of the Board of Directors.
 We envision that the audit committee will be primarily responsible for
reviewing the services performed by our independent auditors, evaluating our
accounting policies and our system of internal controls.  The nominating
committee would be responsible for nomination of new director candidates and
will be responsible for implementing our corporate governance policies and
procedures.  The compensation committee will be primarily responsible for
reviewing and approving our salary and benefits policies (including stock
options) and other compensation of our executive officers.  Our Board of Directors has not made a
determination as to whether any member of our board is an audit committee
financial expert. Upon the establishment of an audit committee, the board will
determine whether any of the directors qualify as an audit committee financial
expert.  On March 12, 2009, our subsidiary, Asian
Trends Broadcasting Inc. established a wholly-owned subsidiary, Votex
Entertainment Company Limited (Votex), which was incorporated in Hong Kong.
 Votex did not have significant operations during the current quarter.   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K  Reports on Form 8-K (incorporated by reference as
previously filed with the SEC)  Filed January 2, 2009 Item 5.02
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Agreements of Certain Officers  Filed January 5, 2009 Item 1.01
Entry into a Material Definitive
AgreementItem 2.01
Completion of Acquisition or Disposition of
AssetsItem 5.01
Changes in Control of RegistrantItem 5.02
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Agreements of Certain OfficersItem 9.01
Financial Statements and
Exhibits  Filed January 6, 2009 Item 1.01
Entry into a Material Definitive
AgreementItem 2.01
Completion of Acquisition or Disposition of
AssetsItem 5.02
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Agreements of Certain OfficersItem 9.01
Financial Statements and
Exhibits  Filed January 7, 2009 Item 5.02
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Agreements of Certain Officers   20     Amendment Filed January 9, 2009 Item 1.01
Entry into a Material Definitive
AgreementItem 2.01
Completion of Acquisition or Disposition of
AssetsItem 5.01
Changes in Control of RegistrantItem 5.02
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Agreements of Certain OfficersItem 9.01
Financial Statements and
Exhibits  Filed January 9, 2009 Item 5.02
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Agreements of Certain Officers  Filed January 20, 2009 Item 5.02
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Agreements of Certain Officers  Filed February 2, 2009 Item 8.01
Other EventsItem 9.01
Financial Statements and
Exhibits  Amendment Filed March 16, 2009 Item 2.01
Completion of Acquisition or Disposition of
AssetsItem 5.02
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Agreements of Certain OfficersItem 9.01
Financial Statements and
Exhibits  Amendment Filed March 17, 2009 Item 4.01
Changes in Registrants Certifying
AccountantItem 9.01
Financial Statements and
Exhibits  Amendment Filed March 25, 2009 Item 4.01
Changes in Registrants Certifying
AccountantItem 9.01
Financial Statements and
Exhibits  Amendment Filed April 1, 2009 Item 4.01
Changes in Registrants Certifying
AccountantItem 9.01
Financial Statements and
Exhibits  Amendment Filed April 6, 2009 Item 4.01
Changes in Registrants Certifying
AccountantItem 9.01
Financial Statements and
Exhibits  21       Exhibits Exhibit Number
Description31.1

Certification of Chief Executive Officer filed
pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2

Certification of Chief Financial Officer filed
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chief Executive Officer furnished
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 Chief  Financial Officer furnished pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.   22     SIGNATURES   In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized. ASIAN TRENDS MEDIA HOLDINGS, INC.[filingof10qofasiantrends2002.gif]Dated:  May 15, 2009
/s/ ZHI JIAN ZENGZhi Jian ZengChief Executive Officer[filingof10qofasiantrends2004.gif]Dated:  May 15, 2009
/s/ HUANG JIAN NANHuang Jian NanChief Financial Officer   23