**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: **September
      30, 2008**


OR





o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934





For
      the
      transition period from: _______ to _______





Commission
      File Number: 333-145953





**BROADWEBASIA,
      INC.**


(Exact
      name of Registrant as Specified in Its Charter)





**DELAWARE**
            
            **20-8383706**(State
                or Other Jurisdiction of Incorporation or Organization)
            
            (I.R.S.
                Employer Identification No.)**9255
                Sunset Boulevard, Suite 1010**
              **West
                Hollywood, California**
            
            **90069**(Address
                of Principal Executive Offices)
            
            (Zip
                code)**(310)
                492-2255**
              Registrant’s
                Telephone Number, Including Area Code(Former
                Name, Former Address and Former Fiscal Year, if Changed Since Last
                Report)





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 of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days





YESo
            NOx





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):





Large
                Accelerated Filero
            Accelerated
                Filero
            Non-Accelerated
                Filero





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).





YESo
            NOx





As
      of
      November 20, **** 2008,
      84,875,000 shares of issuer’s common stock, with $0.001 par value per share,
      were outstanding.





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. (Check one):





Large
                accelerated filero
            Accelerated
                fileroNon-accelerated
                filero
            Smaller
                reporting companyx


(Do
      not
      check if a smaller reporting company)







Table
      of Contents




**Page****PART
                I**
            **FINANCIAL
                INFORMATION****Item
                1.**
            Financial
                Statements (Unaudited)Condensed
                Consolidated Balance Sheets - September 30, 2008 (unaudited) and
                December
                31, 2007 (audited)
            F-1Unaudited
                Condensed Consolidated Statements of Operations for the three and
                nine
                month periods ended September 30, 2008 and 2007
            F-2Unaudited
                Condensed Consolidated Statement of Changes in Shareholders’ Deficit and
                Comprehensive Income for the nine-month period ended September,
                2008
            F-3Unaudited
                Condensed Consolidated Statements of Cash Flows for the nine-month
                period
                ended September 30, 2008 and 2007
            F-4Notes
                to Unaudited Condensed Consolidated Financial Statements
            F-5**Item
                2.**
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            1**Item
                3.**
            Quantitative
                and Qualitative Disclosures About Market Risk
            9**Item
                4T**.
            Controls
                and Procedures
            9**PART
                II**
            **OTHER
                INFORMATION****Item
                2.**
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            9**Item
                3.**
            Defaults
                Upon Senior Securities.
            9**Item
                4.**
            Submission
                of Matters to a Vote of Security Holders
            9**Item
                6.**
            Exhibits
            10







**PART
      I - FINANCIAL INFORMATION**





**BroadWebAsia,
      Inc.**





**Condensed
      Consolidated Balance Sheets**


(In
      U.S.
      dollars)




Note
            
            As ofSeptember 30
            
            December 312008
              (unaudited)
            
            2007
              (audited)AssetsCurrent
                assets:Cash
                and cash equivalents
            
            
            
            
            $
            15,173
            
            $
            42,444Other
                receivables, prepayments and deposits
            
            
            
            
            
            19,025
            
            
            85,507Total
                current assets
            
            
            
            
            
            34,198
            
            
            127,951Property
                and equipment, net
            
            
            
            
            
            20,863
            
            
            22,575Intangible
                assets, net
            
            
            
            
            
            20,820
            
            
            22,733Goodwill
            
            
            
            
            
            140,073
            
            
            140,073Interest
                in an equity investee
            
            
            8
            
            
            
            
            
            588,424Deferred
                Expenses
            
            
            
            
            
            1,253,627
            
            
            1,093,377Total
                assets
            
            
            
            
            $
            1,469,591
            
            $
            1,995,133Liabilities
                and shareholders' deficitCurrent
                liabilities:Short-term
                loans, net
            
            
            3
            
            $
            1,690,984
            
            $
            1,326,417Amount
                due to stockholders
            
            
            4
            
            
            4,847,496
            
            
            4,508,492Amount
                due to related parties
            
            
            5
            
            
            40,710
            
            
            35,653Other
                payables and accrued expenses
            
            
            
            
            
            1,728,536
            
            
            1,451,970Total
                current liabilities
            
            
            
            
            
            8,307,726
            
            
            7,322,532Long-term
                warrant liabilities
            
            
            
            
            
            3,079,316
            
            
            389,846Total
                liabilities
            
            
            
            
            
            11,387,042
            
            
            7,712,378**Commitments
                and Contingencies**
            
            
            6Shareholders'
                deficit:Common
                shares: par value $0.001 per share;Issued
                and outstanding 83,112,381
            
            
            7
            
            
            83,112
            
            
            81,132Additional
                paid-in capital
            
            
            7
            
            
            1,980,122
            
            
            641,133Accumulated
                deficit
            
            
            7
            
            
            (11,425,684
            )
            
            (6,475,528
            )Accumulated
                  other comprehensive income
            
            
            
            
            
            27,794
            
            
            36,018Accumulated
                other comprehensive loss
            
            
            8
            
            
            (582,795
            )Total
                shareholders' deficit
            
            
            
            
            $
            (9,917,461
            )
            $
            (5,717,245
            )Total
                liabilities and shareholders' deficit
            
            
            
            
            $
            1,469,591
            
            $
            1,995,133




The
      accompanying notes are an integral part of these unaudited condensed
      consolidated financial statements.


F-1


**BroadWebAsia,
      Inc.**





**Unaudited
      Condensed Consolidated Statements of Operations**


(In
      U.S.
      dollars)





For the three months endedSeptember 30
            
            September 302008
            
            2007Net
                revenues
            
            $
            713
            
            $
            606Cost
                of revenues
            
            
            -
            
            
            -Gross
                profit
            
            
            713
            
            
            606ExpensesSelling
                and marketing expenses
            
            
            (3,000
            )
            
            (3,000
            )General
                and administrative expenses
            
            
            (115,676
            )
            
            (27,750
            )Research
                and development expenses
            
            
            -
            
            
            -
            )Total
                operating expenses
            
            
            (118,676
            )
            
            (30,750
            )Operating
                Loss
            
            
            (117,963
            )
            
            (30,144
            )Interest
                and other non-operating income
            
            
            -
            
            
            -Write-off
                of investment in equity investee
            
            
            (582,795
            )
            
            -Interest
                expense
            
            
            -
            
            
            -Loss
                before income taxes and minority interests
            
            
            (700,758
            )
            
            (30,144
            )Income
                taxes
            
            
            -
            
            
            -Loss
                before minority interests
            
            
            (700,758
            )
            
            (30,144
            )Minority
                interests
            
            
            12,412
            
            
            10,550Net
                loss
            
            $
            (688,346
            )
            $
            (19,594
            )Loss
                per share, basic and diluted
            
            $
            (0.008
            )
            $
            (0.002
            )Weighted
                average shares used in computationBasic
            
            
            82,195,270
            
            
            11,422,760Diluted
            
            
            82,195,270
            
            
            11,422,760




The
      accompanying notes are an integral part of these unaudited condensed
      consolidated financial statements.


F-2


**BroadWebAsia,
      Inc.**





**Unaudited
      Condensed Consolidated Statements of Operations**


(In
      U.S.
      dollars)





For the nine months endedSeptember 30
            
            September302008
            
            2007Net
                revenues
            
            $
            1,063
            
            $
            1,034Cost
                of revenues
            
            
            -
            
            
            -Gross
                profit
            
            
            1,063
            
            
            1,034ExpensesSelling
                and marketing expenses
            
            
            (43,000
            )
            
            (64,771
            )General
                and administrative expenses
            
            
            (148,676
            )
            
            (841,430
            )Research
                and development expenses
            
            
            (36,000
            )
            
            -Total
                operating expenses
            
            
            (227,676
            )
            
            (906,201
            )Operating
                Loss
            
            
            (226,613
            )
            
            (905,167
            )Interest
                and other non-operating income
            
            
            
            
            
            52,437Loss
                from equity investee
            
            
            (582,795
            )
            
            -Interest
                expense
            
            
            (2,896,443
            )
            
            (7,650
            )Loss
                before income taxes and minority interests
            
            
            (3,705,851
            )
            
            (860,390
            )Income
                taxes
            
            
            -
            
            
            -Loss
                before minority interests
            
            
            (3,705,851
            )
            
            (860,390
            )Minority
                interests
            
            
            37,613
            
            
            4,852Net
                loss
            
            $
            (3,668,238
            )
            $
            (855,538
            )Loss
                per share, basic and diluted
            
            $
            (0.04
            )
            $
            (0.07
            )Weighted
                average shares used in computationBasic
            
            
            82,195,270
            
            
            11,422,760Diluted
            
            
            82,195,270
            
            
            11,422,760




The
      accompanying notes are an integral part of these unaudited condensed
      consolidated financial statements.


F-3


**BroadWebAsia,
      Inc.**




**Unaudited
      Condensed Consolidated Statement of Changes in Shareholders’**


**Deficit
      and Comprehensive Income**


(In
      U.S.
      dollars, except shares and share data)





Common
            
            Shares
            
            Additional
              Paid-in
            
            Accumulated
            
            Accumulated
              other
              comprehensive
            
            Total
              shareholders’Shares
            
            Amount
            
            Capital
            
            deficit
            
            income (loss)
            
            deficitBalance
                as of January 1, 2008
            
            
            81,131,688
            
            $
            81,132
            
            $
            641,133
            
            $
            (11,425,684
            )
            $
            36,018
            
            $
            (10,667,401
            )Issuance
                of common shares in connection withAcquisition
                of World of Tea
            
            
            1,825,000
            
            
            1,825
            
            
            (1,825
            )
            
            -
            
            
            -Grant
                of restricted stock
            
            
            155,693
            
            
            155
            
            
            3,727
            
            
            -
            
            
            -
            
            
            3,882Grant
                of options
            
            
            
            
            
            
            
            
            1,337,087
            
            
            -
            
            
            -
            
            
            1,337,087Foreign
                currency translation adjustment
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (8,224
            )
            
            (8,224
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (688,346
            )
            
            -
            
            
            (688,346
            )Comprehensive
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (582,795
            )
            
            (582,795
            )Balance
                as of September 30, 2008
            
            
            83,112,381
            
            $
            83,112
            
            $
            1,980,122
            
            $
            (12,114,030
            )
            $
            (555,001
            )
            $
            (10,605,797
            )





The
      accompanying notes are an integral part of these unaudited condensed
      consolidated financial statements




F-4


**BroadWebAsia,
      Inc.**





**Unaudited
      Condensed Consolidated Statements of Cash Flows**


(In
      U.S.
      dollars)




For the Nine Months EndedSeptember 30
            
            September302008
            
            2007**Cash
                flow from operating activities**:**Net
                cash used in operating activities**
            
            $
            (592,839
            )
            $
            (822,068
            )**Cash
                flows from investing activities**:Payments
                to acquire property and equipment
            
            
            (907
            )
            
            (3,671
            )Payments
                to acquire interest in equity investee.
            
            
            -
            
            
            (300,000
            )Increase
                in notes receivable
            
            
            
            
            
            (1,204,400
            )**Net
                cash used in investing activities**
            
            
            (907
            )
            
            (1,508,071
            )**Cash
                flows from financing activities**:Increase
                in short-term loans
            
            
            300,000
            
            
            850,000Amount
                due to stockholders
            
            
            298,072
            
            
            1,933,520Amount
                due to related parties
            
            
            -
            
            
            -**Net
                cash provided by financing activities**
            
            
            598,072
            
            
            2,783,520Net
                increase (decrease) in cash and cash equivalents
            
            
            4,326
            
            
            455,017Effect
                of exchange rate changes on cash and cash equivalents
            
            
            (31,597
            )
            
            (1,636
            )Cash
                and cash equivalents, beginning of period
            
            
            42,444
            
            
            619,700Cash
                and cash equivalents, end of period
            
            $
            15,173
            
            $
            71,882





The
      accompanying notes are an integral part of these unaudited condensed
      consolidated financial statements.


F-5





**BroadWebAsia,
      Inc.**





**Notes
      to the Unaudited Condensed Consolidated Financial
      Statements**


**For
      the Nine Months Ended September 30, 2008**


**(In
      U.S. dollars)**





**NOTE
      1- ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES, GOING CONCERN AND
      MANAGEMENT’S PLANS**





***Organization
      and, principal business activities***





On
      February 12, 2008, World of Tea Inc. (“Holdings”) issued 83,000,000 shares to
      the former shareholders of BroadWebAsia, Inc., a British Virgin Islands company
      (“BroadWebAsia”), of which 1,868,312 shares represent unvested restricted
      shares, in exchange (the “Share Exchange”) for 11,495,000 ordinary shares of
      BroadWebAsia, which were all of the issued and outstanding shares of
      BroadWebAsia immediately prior to the Share Exchange. The effective share
      exchange ratio was 7.22053066550674. Such share exchange caused BroadWebAsia
      to
      become a wholly owned subsidiary of Holdings. Subsequently, Holdings changed
      its
      name to BroadWebAsia, Inc.





The
      Share
      Exchange is being accounted for as a reverse acquisition and recapitalization.
      BroadWebAsia is the acquiror for accounting purposes and Holdings is the
      acquired company. Accordingly, BroadWebAsia’s historical financial statements
      for periods prior to the acquisition become those of the registrant (Holdings)
      retroactively restated for, and giving effect to, the number of shares received
      in the Share Exchange. The accumulated deficit of BroadWebAsia is carried
      forward after the acquisition. Operations reported for periods prior to the
      Share Exchange are those of BroadWebAsia. Share amounts for the periods prior
      to
      the Share Exchange are restated to reflect the equivalent number of shares
      outstanding. Unless the context requires otherwise, references to the “Company”
for periods prior to the closing of the Share Exchange refer to BroadWebAsia,
      and such references for periods subsequent to the closing of the Share Exchange
      refer to Holdings, together with its consolidated subsidiaries, including
      BroadWebAsia.





For
      all
      warrants and options issued by BroadWebAsia prior to the Share Exchange, the
      exercise price and number of shares issuable upon exercise thereof were
      proportionately adjusted to reflect the exchange ratio in the Share Exchange.





Immediately
      prior to the Share Exchange, Holdings had 3,800,000 shares issued and
      outstanding.





Immediately
      following the Share Exchange, the Company transferred all of its pre-Share
      Exchange assets and liabilities to its wholly owned subsidiary, WOT Holdings,
      Inc., a Delaware corporation (“SplitCo”). Thereafter, Holdings transferred all
      of the outstanding capital stock of SplitCo to the former officers and directors
      of Holdings, in exchange for cancellation of an aggregate of 2,000,000 shares
      of
      common stock of the Company held by such persons (“Split-Off”). The other
      stockholders of Holdings prior to the Share Exchange continued to hold 1,800,000
      shares of the Company after the Split-Off.





The
      Company is principally engaged in operating Chinese language websites engaged
      in
      the provision of social and community entertainment and search services. To
      comply with the PRC laws and regulations, the Company provides substantially
      all
      of its network and marketing services in the PRC via its joint venture, Shandong
      Yinguang Technology Co. Ltd. (“Shandong Yinguang”) and its subsidiary, BBMao
      Network Technology Co. Ltd. (“BBMao Beijing”).


F-6


**BroadWebAsia,
      Inc.**





**Notes
      to the Unaudited Condensed Consolidated Financial
      Statements**


**For
      the Nine Months Ended September 30, 2008**


**(In
      U.S. dollars)**





***Basis
      of Presentation***





The
      accompanying financial statements as of September 30, 2008 and for the nine
      months ended September 30, 2008 and 2007, have been prepared by the Company
      without 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
      accounting principles generally accepted in the United States of America ("US
      GAAP") have been condensed or omitted pursuant to such rules and regulations.
      In
      the opinion of management, all adjustments (which include only normal recurring
      adjustments) necessary to present fairly the Company's financial position as
      of
      September 30, 2008, its results of operations and its cash flows for the nine
      months ended September 30, 2008 and 2007 , and
      its
      changes in shareholders’ deficit and comprehensive income for the nine months
      ended September 30, 2008, have been made. The results of operations for the
      three month and nine month periods ended September 30, 2008 are not necessarily
      indicative of the operating results for the full year.





***Derivatives***





The
      Company follows the provisions of Statement of Financial Accounting Standards
      (“SFAS”) No. 133, *Accounting
      for Derivative Instruments and Hedging Activities* (“SFAS
      No. 133”) along with related interpretation EITF No. 00-19 *Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company’s Own Stock* (“EITF
      No. 00-19”). SFAS No. 133 requires every derivative instrument (including
      certain derivative instruments embedded in other contracts) to be recorded
      in
      the balance sheet as either an asset or liability measured at its fair value,
      with changes in the derivative’s fair value recognized currently in earnings
      unless specific hedge accounting criteria are met. The Company values these
      derivative securities under the fair value method at the end of each reporting
      period (quarter), and their value is marked to market at the end of each
      reporting period with the gain or loss recognition recorded against earnings.
      The Company continues to revalue these instruments each quarter to reflect
      their
      current value in light of the current market price of its common shares. The
      Company utilizes the Black-Scholes option-pricing model to estimate fair value.
      Key assumptions of the Black-Scholes option-pricing model include applicable
      volatility rates, risk-free interest rates and the instrument’s expected
      remaining life. These assumptions require significant management
      judgment.




The
      Company classifies derivatives as either current or long-term in the balance
      sheet based on the classification of the underlying instrument, security or
      contract.





***Goodwill***




Goodwill
      represents the excess of the cost of acquisition (comprising purchase price
      and
      professional costs) over the fair value of the identifiable assets and
      liabilities acquired as a result of the Company’s acquisitions of interests in
      its subsidiaries or variable interest entities.  Goodwill is tested for
      impairment on an annual basis, or more frequently if events or changes in
      circumstances indicate that it might be impaired.




***Impairment
      of Intangibles and Goodwill***




The
      Company assesses the carrying value of its goodwill on an annual basis and
      when
      factors are present that indicate impairment may have occurred. The Company
      amortizes its intangibles with definite life and assesses their carrying values
      when factors are present that indicate impairment may have occurred. The Company
      determines the amount of any impairment charge by using a future discounted
      cash
      flow methodology estimate.  The Company recorded $140,072 in goodwill
      impairment at December 31, 2007 primarily due to slower than anticipated growth
      and performance of the Company’s subsidiary, BBMao Beijing.


F-7


**BroadWebAsia,
      Inc.**





**Notes
      to the Unaudited Condensed Consolidated Financial
      Statements**


**For
      the Nine Months Ended September 30, 2008**


**(In
      U.S. dollars)**




***Fair
      value measurements***





On
      January 1, 2008, the Company adopted SFAS No. 157, *Fair
      Value Measurements* ,
      for
      financial assets and liabilities. As permitted by FASB Staff Position FAS No.
      157-2, *Effective
      Date of FASB Statement No. 157* ,
      the
      Company elected to defer the adoption of SFAS No. 157 for all nonfinancial
      assets and nonfinancial liabilities, except those that are recognized or
      disclosed at fair value in the financial statements on a recurring basis. SFAS
      No. 157 defines fair value, establishes a framework for measuring fair value
      under generally accepted accounting principles, and expands disclosures about
      fair value measurement.  The carrying value of receivables and
      payables, amounts due to stockholders and related parties approximates their
      market value based on their short-term maturities. Long-term warrant liabilities
      have been measured at estimated fair value in the financial statements. The
      initial adoption of SFAS No. 157 had no effect on the consolidated results
      of
      operations and financial condition.





***Simplified
      method for share option grants***





In
      December 2007, the SEC issued SAB No. 110 which expresses the views of the
      staff
      regarding the use of the simplified method, as discussed in SAB No. 107, in
      developing an estimate of the expected term of “plain vanilla” share options in
      accordance with SFAS No. 123R. SAB No. 110 allows public companies which do
      no
      have historically sufficient experience to provide a reasonable estimate to
      continue use of the simplified method for estimating the expected term of “plain
      vanilla” share option grants after December 31, 2007. The Company currently uses
      the simplified method to estimate the expected term for share option grants
      as
      it does not have enough historical experience to provide a reasonable estimate.
      The Company will continue to use the simplified method until it has enough
      historical experience to provide a reasonable estimate of expected term in
      accordance with SAB No. 110.




***Development
      type agreements***





The
      Company explores and investigates various business and acquisition opportunities
      in order to develop and grow its operations. As described in Note 2, the Company
      has advanced funds to various entities in connection with potential investment
      and acquisition opportunities. The Company enters into formal note agreements,
      which also allow the Company to acquire an equity interest in these entities.
      These entities generally use the funds advanced by the Company for development
      activities. The ultimate repayment of the notes receivable is dependent upon
      the
      results of these development activities having future economic benefit. In
      accordance with SFAS No. 68, *Research
      and Development Agreements* ,
      the
      Company has charged the advances to development expense (a component of general
      and administrative expenses). Additionally, since the payment of any interest
      income related to the notes receivable is dependent on the results of the
      development activities, the Company recognizes interest income on the notes
      receivable generally only when the cash is received. During the nine months
      ended September 30, 2008 and 2007 the Company advanced funds of $420,000 and
      $900,000, respectively, under these types of agreements and these amounts were
      charged to development expense. Included in the $900,000 is $300,000 that should
      have been recorded as a period cost in 2006. Management evaluated this matter
      in
      the context of SEC Staff Accounting Bulletin (“SAB”) No. 99, *Materiality* ,
      and
      determined that the error was not material to previously issued financial
      statements.




***Going
      concern and management’s plans***





The
      consolidated financial statements are prepared on a going concern basis, which
      considers the realization of assets and satisfaction of liabilities in the
      normal course of business. As of September 30, 2008 and December 31, 2007,
      the
      Company had cash and cash equivalents of $15,173 and $42,444, respectively,
      a
      working capital deficit of $8,273,528 and $7,194,581, respectively, and
      shareholders’ deficits of $9,334,666 and $5,717,245, respectively. These factors
      raise substantial doubt about the Company’s ability to continue as a going
      concern. The accompanying consolidated financial statements do not include
      any
      adjustments relating to the recoverability or classification of assets or the
      amounts and classification of liabilities that may result should the Company
      be
      unable to continue as a going concern. The following paragraphs describe
      management's plans with regard to these conditions.


F-8


**BroadWebAsia,
      Inc.**





**Notes
      to the Unaudited Condensed Consolidated Financial
      Statements**


**For
      the Nine Months Ended September 30, 2008**


**(In
      U.S. dollars)**





Management’s
      plans with regard to these conditions include financing the Company’s existing
      and future operations through issuances of common stock and/or advances from
      the
      stockholders, as well as the exploration of profitable business opportunities.
      The Short-term loans from Lakewood Group, LLC and Europlay Capital Advisors,
      LLC, in the principal amounts of $750,000 and $600,000 respectively, plus
      interest, were fully paid in April 2008 by the Company’s majority stockholders,
      as guarantor. The majority stockholder has also offered to provide up to
      $500,000 in additional working capital to the Company from the proceeds of
      anticipated sales of securities formerly pledged to secure such loans, if
      sufficient proceeds can be realized from sales. There can be no assurance that
      funds required during the next twelve months or thereafter will be generated
      from operations or that those funds will be available from external sources
      such
      as debt or equity financings or other potential sources. The lack of additional
      capital resulting from the inability to generate cash flow from operations
      or to
      raise capital from external sources would force the Company to substantially
      curtail or cease operations and would, therefore, have a material adverse effect
      on its business. Further, there can be no assurance that any such required
      funds, if available, will be available on attractive terms or that they will
      not
      have a significantly dilutive effect on the Company's existing
      shareholders.





**NOTE
      2- NOTES RECEIVABLE**




**As
                of**
              **September**
              **30****2008**Note
                A - Interest accrued at 7.75% per annum
            
            $
            1,150,000Note
                B - Interest accrued at 7.50% per annum
            
            
            220,000Note
                C - Interest accrued at 7.25% per annum
            
            
            460,000Note
                D - Interest accrued at 7.75% per annum
            
            
            120,000Note
                E - Interest accrued at 7.75% per annum
            
            
            436,000Note
                F - Interest accrued at 7.50% per annum
            
            
            55,000Note
                G - Interest accrued at 7.50% per annum
            
            
            397000Note
                H - Interest accrued at 7.25% per annum
            
            
            390,000Note
                I - Interest accrued at 7.75% per annum
            
            
            50,000Note
                J-Interest free
            
            
            150,000Note
                K - Interest free
            
            
            200,000Note
                L - Interest free
            
            
            80,000Total
            
            $
            3,708,000Charged
                to research and development expenses
            
            
            (3,708,000
            )Total
            
            
            -


F-9


**BroadWebAsia,
      Inc.**





**Notes
      to the Unaudited Condensed Consolidated Financial
      Statements**


**For
      the Nine Months Ended September 30, 2008**


**(In
      U.S. dollars)**





The
      Company has charged funds advanced under these notes to research and development
      expenses and generally does not recognize interest income until such amounts
      are
      received.





Note
      A -
      In November 2006, February 2007 and June 2007, the Company entered into three
      convertible note contracts with an unrelated third party (“Note A payor”) for
      $300,000, $500,000, and $350,000 respectively. The notes yield interest at
      7.75%
      per annum, accrued from the commencement date of the loan contracts until the
      outstanding principal is paid in full or the notes are converted. Under the
      contract agreement for the $500,000 note, the Company has the option to convert
      any and all outstanding principal and accrued interest into shares of the Note
      A
      payor’s preferred equity securities, which will be issued to the Company at a
      conversion price equal to price per share paid by other investors in the next
      round of preferred equity financing, which has not occurred. The loan of
      $500,000 was due on June 15, 2007 and is in default as of September 30, 2008.
      The notes of $300,000 and $350,000 are due immediately after the Note A payor
      receives $800,000 from one or more investors in connection with an equity
      financing. If the Note A payor fails to receive $800,000 from investors within
      twelve months after the date of the contract notes, the notes will be
      automatically converted to Note A payor’s common shares at per share price based
      on pre-money valuation of the Note A payor.





In
      November 2007, the Company extended the maturity date for the note totaling
      $300,000 for one year. The unpaid and unrecognized interest for Note A was
      $94,602 at March 31, 2008. As of September 30, 2008, the principal amount due
      was $500,000. The Company has not selected any conversion options and no
      automatic conversion options are in effect. The Company has stopped accruing
      interest for Note A as of March 31, 2008 as per an agreement with the
      Payor.





Note
      B -
      In September and October, 2007, the Company entered into two convertible note
      contracts with an unrelated third party (“Note B payor”) for $110,000 and
      $110,000, respectively. The notes yield interest at 7.50%


per
      annum
      accrued from the commencement date of the contracted loans until the outstanding
      principal is paid in full or the notes are converted. The notes are due
      immediately after Note B payor receives $800,000 from one or more investors
      in
      connection with an equity financing. If the Note B payor fails to receive
      $800,000 from investors within twelve months after the date of the contract
      notes, the notes will be automatically converted to Note B payor’s common shares
      at a per share price based on pre-money valuation of the Note B payor. In the
      event that the financing transactions (the “Financing Transaction”) contemplated
      under the certain term sheet entered into by the Note B payor and the Company
      on
      June 8, 2007 is closed, the outstanding principal shall be credited to the
      Company as a portion of the purchase price for Series A Preferred Shares of
      the
      Note B payor to be issued to the Company. The unpaid and unrecognized interest
      for the entire note was $7,562 at March 31, 2008. The Financing Transaction
      has
      not yet been initiated. The Company has stopped accruing interest for Note
      B as
      of March 31, 2008 as per an agreement with the Payor.




Note
      C-
      In December 2007 and March 2008, the Company entered into three convertible
      note
      contracts with an unrelated third party (“Note C payor”) for $110,000, $240,000
      and $110,000, respectively. The notes yield interest at 7.25% per annum, accrued
      from the commencement date of the contracted notes until the outstanding
      principal amounts are paid in full or the loans are converted. The notes are
      due
      immediately after the Note C payor receives $800,000 from one or more investors
      in connection with an equity financing. If the Note C payor fails to receive
      $800,000 from investors within twelve months after the date of the contract
      notes, the notes will be automatically converted to Note C payor’s common shares
      at per share price based on the pre-money valuation of the Note C payor. In
      the
      event that a financing transaction (the “Financing Transaction”) contemplated
      under a term sheet entered into by the Note C payor and the Company on June
      8,
      2007 is closed, the outstanding principal shall be credited to the Company
      as a
      portion of the purchase price for Series A Preferred Shares of the Note C payor
      to be issued to the Company. The unpaid and unrecognized interest for the entire
      note was $7,487 at March 31, 2008. The Financing Transaction has not yet been
      initiated. The Company has stopped accruing interest for Note C as of March
      31,
      2008 as per an agreement with the Payor.


F-10


**BroadWebAsia,
      Inc.**





**Notes
      to the Unaudited Condensed Consolidated Financial
      Statements**


**For
      the Nine Months Ended September 30, 2008**


**(In
      U.S. dollars)**





Note
      D -
      In January and April, 2007, the Company entered into two separate note
      agreements with an unrelated third party (“Note D payor”) for $100,000 and
      $20,000, respectively. The notes were intended to be used towards meeting
      operating requirements of the Note D payor, and each note was due 6 months
      from
      the date the contracted amount was received by the Note D payor. If within
      6
      months of each note’s due date, the Company entered into an Equity Acquisition
      Agreement with the Note D payor, the Company would have had the option of
      converting such note into the first installment of its investment. The notes
      yield interest at 7.75% per annum, accrued from the commencement date of the
      note agreements until the outstanding principal is paid in full or the notes
      are
      converted. Overdue repayments are subject to liquidated damages amounting to
      0.03% of the overdue amount for every day of overdue repayment. If the $100,000
      remained outstanding 180 days after the due date, the Company was to receive
      7.5% of equity, and if the $20,000 remained outstanding 30 days after due date,
      the Company was to receive 5% of equity, in the Note D payor. The Company has
      stopped accruing interest for Note D as of March 31, 2008 as per an agreement
      with the Payor.





The
      notes
      were due in July and October 2007. At March, 31 2008, the accrued and unpaid
      interest was $20,720. As of September 30, 2008, the Company has not entered
      into
      an Equity Acquisition Agreement and the loans are outstanding. Pursuant to
      the
      terms of the note agreements, because the $100,000 is 180 days past due and
      because the $20,000 is 30 days past due, the Company is entitled to receive
      12.5% of the equity in the Note D payor. The Company has not selected any
      conversion options and no automatic conversion options are in
      effect.





Note
      E -
      In May, July, August, and September 2007, the Company entered into five
      convertible note receivable contracts with an unrelated third party (“Note E
      Payor”) for $225,000, $33,000, $30,000, $70,000, and $78,000, respectively. The
      notes yield interest at 7.75% per annum, accrued from the commencement date
      of
      each individual contract, and all notes were due on November 8, 2007. The notes
      were collateralized by a total of 27,567 shares of capital stock of the Note
      E
      payor and all outstanding principal and unpaid accrued interest are due and
      receivable immediately. The Company has the option to convert any outstanding
      principal and accrued interest


under
      the
      notes, in whole or in part, into shares of the Note E payor’s preferred equity
      securities (“Preferred Stock”) sold by the Note E payor in its next round of
      preferred equity financing resulting in gross proceeds to the Note E payor
      of at
      least $800,000 (the “Preferred Financing”). If and when the Company chooses
      conversion of the notes and interest into Preferred Stock, the Company has
      the
      option of doing so (a) at a conversion price equal to the price per share paid
      and the same terms and conditions as other investors in Preferred Financing,
      or
      (b) at a conversion price equal to $4.50 per share, and on terms and conditions
      set forth in a certain Term Sheet.





At
      March,
      31 2008, the unpaid and unrecognized interest amounted to $26,046. As of
      September 30, 2008, the Company has not converted any outstanding principal
      or
      accrued interest to into equity. The entire loan amount of $436,000 is
      outstanding and due as of the balance sheet date. The Company has stopped
      accruing interest for Note E as of March 31, 2008 as per an agreement with
      the
      Payor.





Note
      F -
      In September 2007, the Company entered into a note receivable contract with
      an
      unrelated third party (“Note F payor”) for $55,000. The note yields interest at
      7.50% per annum, accrued from the commencement date of the loan contract and
      was
      due on November 8, 2007. The note was collateralized with 1,800 shares of Note
      F
      payor’s capital stock and all outstanding principal and unpaid accrued interest
      is due and receivable immediately. The Company has the option to convert any
      outstanding principal and accrued interest under the notes, in whole or in
      part,
      into shares of the Note F payor’s preferred equity securities (“Preferred
      Stock”) sold by the Note F payor in its next round of preferred equity financing
      resulting in gross proceeds to the Note F payor of at least $800,000 (the
“Preferred Financing”). If and when the Company chooses conversion of the notes
      and interest into Preferred Stock, the Company has the option of doing so (a)
      at
      a conversion price equal to the price per share paid and the same terms and
      conditions as other investors in Preferred Financing, or (b) at a conversion
      price equal to $4.50 per share, and on terms and conditions set forth in a
      certain Term Sheet.





At
      March,
      31 2008, the unpaid and unrecognized interest amounted to $2,063. As of
      September 30, 2008, the Company has not converted any outstanding principal
      or
      accrued interest into equity. The entire note amount of $55,000 is outstanding
      and due as of the balance sheet date. The Company has stopped accruing interest
      for Note F as of March 31, 2008 as per an agreement with the
      Payor.


F-11


**BroadWebAsia,
      Inc.**





**Notes
      to the Unaudited Condensed Consolidated Financial
      Statements**


**For
      the Nine Months Ended September 30, 2008**


**(In
      U.S. dollars)**





Note
      G -
      From October to December 2007, the Company entered into six separate loan
      agreements with an unrelated third party totaling $397,000. The notes yield
      interest at 7.50% per annum and were due on various dates through December
      31,
      2007. At March, 31 2008, the unpaid and unrecognized interest was $10,126.
      The
      Company has stopped accruing interest for Note G as of March 31, 2008 as per
      an
      agreement with the Payor.





Note
      H-
      In November 2007 and through March 2008, the Company entered into a note
      agreement with an unrelated third party in the aggregate amount of $390,000.
      The
      note yield interest at 7.25% per annum At September 30, 2008, the unpaid and
      unrecognized interest was $3,800. The Company has stopped accruing interest
      for
      Note H as of March 31, 2008 as per an agreement with the Payor.





Note
      I -
      In June 2007, the Company entered into a note agreement with an unrelated third
      party (“Note I payor”) in the amount of $50,000. The note was intended to be
      used towards meeting operating requirements of the Note I payor, and was due
      6
      months from the date the contracted amount was received by the Note I payor.
      The
      note yields interest at 7.75% per annum, and is collateralized with 20% of
      the
      Note I payor’s capital stock. The note agreement was entered into by the Company
      and the Note I payor with the understanding that the Company intends to make
      an
      equity investment in the Note I payor. If the Company enters into an Equity
      Acquisition Agreement with the Note I payor, the Company has the option of
      converting the note into the first installment of its investment payment. If
      no
      Equity Acquisition Agreement exists as of the note’s due date, the Company is
      entitled to collection of the principal and any accrued and unpaid interest
      within 15 days thereafter. If the note remains 180 days past due, the Company
      has the option to convert the note into 20% of the Note I payor’s total issued
      and outstanding capital stock.





At
      March,
      31 2008, the unpaid and unrecognized interest amounted to $2,942. As of
      September 30, 2008, the Company has not entered into an Equity Acquisition
      Agreement with the Note I payor. The note principal and interest was due on
      January 6, 2008. The Company has stopped accruing interest for Note I as of
      March 31, 2008 as per an agreement with the Payor.





Note
      J -
      In December 2007, the Company entered into a note agreement with an unrelated
      third party (“Note J payor”) for $150,000. The note was due on March 31, 2008
      and is non-interest bearing. The note is collateralized with all issued and
      outstanding shares of capital stock of the Note J payor. At any time, the
      Company has the option to convert any and all outstanding principal under the
      note into shares of the Note J payor’s preferred equity securities, which will
      be issued to the Company at a conversion price equal to the price per share
      paid
      by other investors in the next round of preferred equity financing. As of March,
      31 2008, the Company has not converted any outstanding principal or accrued
      interest into shares of the Note J payor’s preferred equity securities and the
      note remains outstanding as of May 19, 2008.





Note
      K – In October 2007, the Company entered into a note agreement with an
      unrelated third party in the amount of $200,000. The note is non-interest
      bearing and was due in October 2007.





Deposit
–
      In November 2007, the Company paid a deposit to an unrelated third party in
      the
      amount of $80,000. The deposit is non-refundable and will be forfeited unless
      the Company enters into an agreement for the acquisition of an 80% ownership
      interest in such third party by December 1, 2008.





**NOTE
      3- SHORT TERM LOANS, NET**





**Creditor**
            
            **Date**
            
            **Principal**
            
            **Unamortized**
              **discount**
            
            **Net**(i)Lakewood
                Group, LLC
            
            
            September 12, 2007
            
            $
            750,000
            
            
            
            
            $
            750,000(ii)J.M.
                Mallick Revocable Trust
            
            
            September 19 2007
            
            
            50,000
            
            
            (9,016
            )
            
            40,984(iii)Europlay
                Capital
            
            
            December 5, 2007
            
            
            600,000
            
            
            
            
            
            600,000(iv)Various
                lenders under a note purchase agreement
            
            
            February 15, 2008
            
            
            300,000
            
            
            
            
            
            300,000Total
            
            
            
            
            $
            1,700,000
            
            $
            (9,016
            )
            $
            1,690,984


F-12


**BroadWebAsia,
      Inc.**





**Notes
      to the Unaudited Condensed Consolidated Financial
      Statements**


**For
      the Nine Months Ended September 30, 2008**


**(In
      U.S. dollars)**





Interest
      expense for the period ended September 30, 2008 was $101,809.





(i)
      On
      September 12, 2007, the Company entered into an agreement with Lakewood Group,
      LLC (“Lakewood”), for a senior secured note (the “Lakewood Note”), in the
      principal amount of $750,000, the proceeds of which were for working capital
      and
      general corporate purposes.   The interest on the aggregate
      outstanding principal amount of the Lakewood Note accrues at a rate of 18%
      per
      annum, payable every two months in arrears, beginning on November 12, 2007
      and
      the note had a maturity date of the earlier of March 4, 2008 and the occurrence
      of any financing, whether debt or equity or series of financings with an
      aggregate gross proceeds to the Company in excess of $750,000.  However, in
      an event of default the principal and unpaid interest on the Lakewood Note
      was
      to bear interest of 25% or the maximum rate authorized by applicable law. 
In connection with the advance of funds under the Lakewood Note, the Company
      delivered to Lakewood, among other things, (i) a personal guaranty from the
      Company’s controlling shareholder, Brad Greenspan, (ii) a share pledge
      agreement, pledging 10,575,000 shares of BroadWebAsia, or 92% of its outstanding
      shares, (iii) a securities account pledge agreement, pledging to Lakewood
      763,336 shares of New Motion, Inc., a company whose shares are quoted on the
      NASDAQ Global Market, (iv) an account control agreement by and among First
      Montauk Securities Corp., Mr. Greenspan and Lakewood with respect to funds
      on
      deposit in such account, (v) a security agreement, dated September 12, 2007,
      between the Company and Lakewood unconditionally and irrevocably pledging all
      BroadWebAsia’s assets as collateral for the Lakewood Note, and (vi) a five-year
      warrant for the purchase of such number of the Company’s shares that are equal
      to $750,000 divided by an amount equal to 75% of the per share price received
      in
      the next financing or series of related financings in which the Company sells
      shares of its common stock or securities convertible into common stock for
      an
      aggregate sale price of not less than $1,000,000 (the “Triggering
      Financing”).  At March 31, 2008, principal and interest accrued under the
      Lakewood Note was $810,985. Lakewood Group, LLC (the "Senior Lender") notified
      the Company by letter received by the Company on March 10, 2008 that the Company
      was in default under the agreement.





On
      April
      2, 2008, the principal, interest and associated fees were paid in full by Mr.
      Brad Greenspan, in an amount of $810,985. The Company has agreed to enter into
      a
      convertible promissory note agreement with Mr. Greenspan for this amount;
      however, final terms for this agreement have not yet been reached.




(ii)
      On
      September 19, 2007, the Company entered into an agreement with the J. M. Mallick
      Revocable Trust, or Mallick, for a secured note, (the Mallick Note), in the
      principal amount of $50,000. Interest on the aggregate outstanding principal
      amount of the Mallick Note accrues at a rate of 18% per annum, payable every
      two
      months in arrears beginning on November 1, 2007, and the note has a maturity
      date of September 1, 2008.  In connection with the advance of funds under
      the Mallick Note, the Company delivered to Mallick, among other things, a
      five-year warrant for the purchase of such number of the Company’s shares that
      are equal to $50,000 divided by an amount equal to 75% of the per share price
      received in the Triggering Financing. At March 31, 2008, principle and interest
      due under the Mallick Note was $51,725.





The
      fair
      value of the warrants issued in connection with the Mallick Note is accounted
      for as a discount on the note. The discount amount is amortized and recognized
      as interest expense over the term of the loan. Unamortized discount as of March
      31, 2008 amounted to $9,016.


F-13


**BroadWebAsia,
      Inc.**





**Notes
      to the Unaudited Condensed Consolidated Financial
      Statements**


**For
      the Nine Months Ended September 30, 2008**


**(In
      U.S. dollars)**





(iii)
      On
      December 5, 2007, the Company entered into an agreement with EuroPlay Capital
      Advisors, LLC (“Europlay”), for the sale and purchase of a junior secured note
      (the “Europlay Note”), in the principal amount of $600,000, the proceeds of
      which were for working capital and general corporate purposes.   The
      interest on the aggregate outstanding principal amount of the Europlay Note
      accrues at a rate of 18% per annum, payable every two months in arrears,
      beginning on January 31, 2008, and the note has a maturity date of the earlier
      of (x) March 14, 2008 and (y) the date the Lakewood Note is paid in full. 
However, in an event of default the principal and unpaid interest on the
      Europlay Note was to bear interest of 25% or the maximum rate authorized by
      applicable law.  In connection with the advance of funds under the Europlay
      Note, the Company delivered to Europlay, among other things, (i) a personal
      guaranty from the Company’s controlling shareholder, Brad Greenspan, (ii) a
      share pledge agreement, pledging 10,575,000 shares of BroadWebAsia, or 92%
      of
      its outstanding shares, (iii) a securities account pledge agreement, pledging
      to
      Europlay 763,336 shares of New Motion, Inc., (iv) an account control agreement
      by and among First Montauk Securities Corp., Mr. Greenspan and Europlay with
      respect to funds on deposit in such account, (v) a security agreement, dated
      December 5, 2007, between the Company and Europlay unconditionally and
      irrevocably pledging all of BroadWebAsia’s assets as collateral for the Europlay
      Note, (vi) a five-year warrant for the purchase of such number of the Company’s
      shares that are equal to $300,000 divided by an amount equal to 100% of the
      per
      share price received in the Triggering Financing and (vii) an Intercreditor
      Agreement between Lakewood and Europlay in which the Europlay Note is
      subordinated in all respects to the Lakewood Note. At March 31, 2008, principal
      and interest accrued under the Europlay Note was $634,216. Europlay notified
      the
      Company by letter received by the Company on March 12, 2008 of a possible
      default under the Europlay Note. The entire principal amount and accrued
      interest and fees totaling $634,216 was fully paid on April 10, 2008 by Mr.
      Brad
      Greenspan, the Company’s controlling shareholder. The Company has agreed to
      enter into a convertible promissory note agreement with Mr. Greenspan for this
      amount; however, final terms for this agreement have not yet been
      reached.





(iv)
      On
      February 15, 2008, in conjunction with the share exchange on February 12, 2008,
      the Company entered into a promissory note agreement, whereby the company
      borrowed $300,000 from a group of investors. The notes issued by the Company
      pursuant to such agreement (the “Bridge Notes”) are due on the earlier of August
      13, 2008 and the next transaction (or series of related transactions) in which
      the Company or its successor sell shares of the Company’s capital stock or
      securities convertible into shares of the Company’s capital stock for aggregate
      gross proceeds of not less than $4,000,000 (including any amounts received
      upon
      conversion or cancellation of indebtedness). Interest on the Bridge Notes
      accrues at a rate of 10% per annum for the first month they are outstanding
      and
      at a rate of 18% per annum thereafter. The Company may prepay the Bridge Notes
      at any time, in whole or in part, without penalty or premium. At September
      30,
      2008, principal and accrued interest on the Bridge Notes was $308,883.





Events
      of
      default under each Bridge Note include, but are not limited to, the following:





·
            the
                Company’s default in the payment of interest and/or principal on such
                Bridge Note;




·
            the
                Company’s failure to materially perform any other obligation under such
                Bridge Note and such failure continues uncured for a period of ten
                (10)
                business days after notice thereof;




·
            certain
                insolvency or bankruptcy related events with respect to the
                Company;




·
            the
                Company’s sale or other transfer of all or substantially all of its
                assets; or




·
            the
                Company’s material default under any indebtedness that gives the holder
                thereof the right to accelerate such indebtedness.




Upon
      the
      occurrence of an event of default, the entire indebtedness (including accrued
      interest) due under each Bridge Note shall, at the option of its holder, become
      immediately due and payable, without notice.





If
      the
      Company defaults on the payment of interest and/or principal on any Bridge
      Note,
      the holder thereof may, at his option, elect to convert all or a portion of
      the
      outstanding principal and unpaid accrued interest thereon into shares of the
      Company’s common stock at a conversion price equal to 50% of the closing sale
      price of the Company’s common stock on the date immediately prior to such
      conversion. As at November 20, 2008 the Company has been in negotiations with
      the holder of the Bridge Note regarding a new payment plan for the Bridge Note
      and a restructuring of its terms.


F-14




**BroadWebAsia,
        Inc.**
 
 **Notes
        to the Unaudited Condensed Consolidated Financial
        Statements**
 **For
        the Nine Months Ended September 30, 2008**
 **(In
        U.S. dollars)**


The
      holders of the Lakewood Note, Greenspan Note and Malick Note received warrants
      (“the Discount Warrants”) exercisable to purchase the Company’s common shares up
      to an aggregate amount of $850,000. The exercise price of the Discount Warrants
      is 75% of the per share price received in the Triggering Financing.





The
      holder of the Europlay Note received a warrant (the “Europlay Warrant” and,
      together with the Discount Warrants, the “Note-Paired Warrants”) exercisable to
      purchase the Company’s common shares up to an aggregate amount of $300,000. The
      exercise price of the Europlay Warrant is 100% of the per share price received
      in Triggering Financing.





The
      Note-Paired Warrants have a five year term. The expected exercise prices of
      the
      Europlay Warrant and the Discount Warrants, as of March 31, 2008, were between
      $0.88 and $1.00 and between $0.66 and $0.75, respectively, based on an
      anticipated per share price of between $0.88 and $1.00 in the Triggering
      Financing. However, there can be no assurance that a Triggering Financing will
      be consummated within the expected price range or at all.





Due
      to
      the variable price provisions, the warrants, in accordance with EITF No. 00-19,
      meet the definition of a derivative. ** Accordingly,
      the Company recorded warrant liabilities at their fair value of $428,202. The
      fair value of the derivative liability for the Note-Paired Warrants was measured
      initially on the respective dates of issuance using the Black-Scholes option
      pricing model. The debt discount is being amortized on a straight-line basis
      over the respective lives of each corresponding note. As of March 31, 2008
      the unamortized balance of the warrant discount was substantially amortized
      to
      interest expense.





On
      March 31, 2008, the fair value of warrant liabilities was re-measured using
      the Black-Scholes option pricing model. The fair value of Note-Paired Warrants
      at March 31, 2008 was approximately $3,080,000 in the aggregate.
      Consequently, the Company recognized interest expense, net of discount on the
      warrant liability of approximately $2,690,000 for the three months ended
      March 31, 2008.





**NOTE
      4- AMOUNT DUE TO STOCKHOLDERS**





From
      time
      to time Brad Greenspan has advanced to the Company various amounts of funds
      for
      working capital. At September 30, 2008 and December 31, 2007, amounts owed
      to
      Mr. Greenspan were approximately $4,800,000 and $4,500,000 plus accrued
      interest, respectively. On December 7, 2007, the Company issued to Mr. Greenspan
      a convertible note (the “Convertible Note”) in the principal amount of
      $1,150,000 and a “grid” promissory note (the “Grid Note”) in the initial
      principal amount of $3,000,000. The principal amount of the Grid Note has been
      increased from time to time to reflect additional advances of funds by Mr.
      Greenspan to the Company. As of September 30, 2008, the outstanding principal
      amount of the Grid Note was approximately $3,700,000. The Grid Note and
      Convertible Note each bear interest at the federal short-term rate in effect
      during the periods in which any amount owed pursuant to the terms of such note
      remains outstanding, or for any entire calendar year that such note remains
      outstanding the notes’ interest rate will be revised every six months beginning
      on January 1, 2008 and again revised every six-months thereafter in accordance
      with the applicable federal short-term rate published by the Internal Revenue
      Service




Principal
      and accrued interest on each of the Grid Note and the Convertible Note are
      payable within sixty (60) days following Mr. Greenspan’s written demand for
      payment, but the Company has the right at any time to prepay, in whole or in
      part, the principal and accrued interest without penalty upon fifteen (15)
      days
      prior written notice to Mr. Greenspan. The Convertible Note is convertible
      into
      shares of the Company’s common stock, at the per share price received in the
      first private equity financing. Because the conversion is contingent upon an
      equity financing and because the conversion price cannot be determined until
      such equity financing occurs, there is not a beneficial conversion feature
      associated the Convertible Note at September 30, 2008.




F-15


**BroadWebAsia,
        Inc.**
 
 **Notes
        to the Unaudited Condensed Consolidated Financial
        Statements**
 **For
        the Nine Months Ended September 30, 2008**
 **(In
        U.S. dollars)**




From
      January 1, 2008 to September 30, 2008, Mr. Greenspan continued to advance the
      Company various amounts of funds for working capital. On September 30, 2008,
      the
      principal amount owed Mr. Greenspan in connection with the “grid” promissory
      note dated December 7, 2007 had increased to approximately $3,700,000.





In
      April
      2008, Mr. Greenspan advanced the Company an additional approximately $1,500,000
      of additional funds for a deposit on a potential acquisition. The Company has
      agreed to enter into a convertible promissory note agreement with Mr. Greenspan
      for this amount; however, final terms for this agreement have not yet been
      reached.





**NOTE
      5- AMOUNT DUE TO RELATED PARTY**





On
      September 14, 2007, the Company entered into an agreement with Ron Greenspan,
      the father of Brad Greenspan, for a secured note (the “Greenspan Note”) in the
      principal amount of $50,000. Interest on the aggregate outstanding principal
      amount of the Greenspan Note accrues at a rate of 18% per annum, payable every
      two months in arrears, beginning on November 14, 2007, and the Greenspan Note
      has a maturity date of September 13, 2008. As of November 20, 2008 the Greenspan
      Note has not been paid and the Company has been negotiating a new payment plan
      for the Greenspan Note with Ron Greenspan. The Greenspan Note provides that
      in
      an event of default, the principal and unpaid interest on the Greenspan Note
      will bear interest of 25% or the maximum rate authorized by
      applicable **** law.
      In
      connection with the advance of funds under the Greenspan Note, the Company
      delivered to Ron Greenspan, among other things, a five-year warrant, dated
      September 19, 2007, for the purchase of such number of the Company’s shares that
      are equal to $50,000 divided by an amount equal to 75% of the per share price
      received in the Triggering Financing. The warrant issued in connection with
      the
      Greenspan Note is accounted for as a discount which is being amortized and
      recognized as interest expense over the term of the note. At September 30,
      2008
      and December 31, 2007 unamortized discount under the Greenspan Note was $9,290
      and $14,347, respectively.





**NOTE
      6- COMMITMENT AND CONTINGENCIES**





***Capital
      Commitments***





On
      December 5, 2006, the Company signed a conditional Equity Acquisition Agreement
      for the purchase of an internet domain name for $400,000. This transaction
      is
      subject to closing conditions which are not final.





***Operating
      Leases***





As
      of
      September 30, 2008, the Company had two non-cancelable operating leases for
      its
      offices. The leases will expire between 2008 and 2009. At September 30, 2008,
      minimum future payments under these agreements, are as follows:





**Year
                ending December 31**2008,
                remainder of year
            
            $
            68,4102009
            
            
            36,252Total
            
            $
            104,662





Rental
      expense was $17,759 for the nine months ended September 30, 2008.




F-16


**BroadWebAsia,
        Inc.**
 
 **Notes
        to the Unaudited Condensed Consolidated Financial
        Statements**
 **For
        the Nine Months Ended September 30, 2008**
 **(In
        U.S. dollars)**




***Contingencies***





The
      Company is subject to claims and assessments from time to time in the ordinary
      course of business. The Company’s management does not believe that any of these
      matters, individually or in the aggregate, will have a materially adverse effect
      on the Company’s business, financial condition or result of operations, and thus
      no amounts were accrued for these exposures at September 30, 2008.




**NOTE
      7- SHAREHOLDERS’ DEFICIT**





***Executive
      Stock Options***




In
      November 2007, the Company granted stock options to purchase an aggregate of
      4,996,600 shares of its common stock (“executive stock options”) to two
      executives of the Company at an exercise price of $0.60 per share, with a
      contractual life of ten years. The executive stock options vest, with respect
      to
      110,387 shares, upon grant, and with respect to 217,461 and 518,752 shares
      ratably over three and four years, respectively. The executive stock options
      vest, with respect to 1,037,500 shares, on October 1, 2008, and, with respect
      to
      the remaining 3,112,500 shares, in equal monthly installments over the following
      three year period .





The
      executive stock options are accounted in accordance with FAS No. 123 (R)
      Share-based payment. The fair value of the executive stock options, less
      expected forfeitures, is recognized as compensation cost over the awards’
respective vesting periods on a straight-line basis. The amount of compensation
      cost for each executive stock option is measured based on the fair value, as
      determined by the Black-Scholes option pricing model, on the date that award
      was
      granted and adjusted for the estimated number of awards that are expected to
      vest.





On
      the
      date of grant, the weighted-average fair value of the executive stock options
      was $0.34 per share. The weighted assumptions used to determine the fair value
      of the executive stock options are: expected volatility of 62%, expected
      dividend yield of 0%, risk-free interest rate of 3.95% and an expected life
      of
      5.99 years.





The
      aggregated intrinsic value of stock options outstanding and exercisable at
      September 30, 2008 of $321,862 was calculated based on the latest trading price
      of the Company’s ordinary shares on September 30, 2008 of $1.49 per share. The
      Company has recorded $118,504 of compensation expense of executive stock options
      in the nine months ending September 30, 2008.





***Consultant
      Stock Options***





In
      November 2007, the Company granted 2,267,692 options to outside consultants
      at
      an exercise price of $0.60 per share, with a contractual life of ten years.
      265,600 of such options (“2007 Management Consultant Options”) were granted to
      one consultant and fully vested upon grant in exchange for consulting services
      received. The remaining 2,002,092 options (“Technical Consultant Options”) were
      granted to 33 individual consultants who provide technical services to the
      Company. The Technical Consultant Options vest ratably over a 4-year
      period.





In
      February 2008, the Company granted 332,000 options to a management consultant
      (“2008 Management Consultant Options” and, together with the 2007 Management
      Consultant Options and the Technical Consultant Options, the “Consultant Stock
      Options”). These options were fully vested upon grant and were subject to the
      same terms as the 2007 management consultant options.




F-17


**BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Condensed Consolidated Financial
          Statements**
 **For
          the Nine Months Ended September 30, 2008**
 **(In
          U.S. dollars)**


The
      Company accounted the Consultant Stock Options in accordance with FAS No.
      123(R), *Share-Based
      Payment* and EITF
      No. 96-18, *Accounting
      for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling, Goods or Services.*




The
      fair
      values of the 2007 Management Consultant Options and 2008 Management Consult
      Options are recognized as a general and administrative expense upon grant.
      The
      expense amount for each stock option is measured based on the fair value,
      as determined by the Black-Scholes option pricing model, on the date that the
      share-based award is granted.





On
      the
      date of grant, the fair value of the 2007 Management Consultant Options is
      $0.34
      per share. The assumptions used to determine the fair value of 2007 Management
      Consultant Options are: expected volatility of 61%, expected dividend yield
      of
      0%, risk-free interest rate of 3.77% and an expected life of 5 years.





On
      the
      date of grant, the fair value of the 2008 Management Consultant Options is
      $2.14
      per share. The assumptions used to determine the fair value of 2008 Management
      Consultant Options are: expected volatility of 60%, expected dividend yield
      of
      0%, risk-free interest rate of 2.63% and an expected life of 4.87
      years.





The
      Company recognizes a general and administrative expense for the Technical
      Consultant Options on a straight-line basis over the 4-year service period.
      The
      aggregate cost for Technical Consultant Options is measured based on the
      service-rendered portion of the fair value on each reporting date until the
      final full-vesting date. Change in fair value between reporting dates is
      recorded as an expense for the period.





The
      fair
      value of the Technical Consultant Options, on the grant date, using the
      Black-Scholes option pricing model was $0.34 per share. The assumptions used
      in
      determining the fair value of the Technical Consultant Options were as follows:
      volatility 62%, expected dividend yield of 0%, risk-free interest rate of 3.87%
      and an expected life of 6.06 years.





The
      fair
      value of the Technical Consultant Options, as of September 30, 2008 using the
      Black-Scholes option pricing model was $2.19 per share. The assumptions used
      in
      determining the fair value of the Technical Consultant Options were as follows:
      volatility, 64%, expected dividend yield, 0%, risk-free interest rate of 2.60%
      and an expected life of 5.67 years.





The
      Company recorded a compensation expense of $1,153,618 for the nine months ended
      September 30, 2008 in respect of the Consultant Stock Options granted in 2007
      and 2008





***Issuance
      of Shares of Common Stock***





In
      February 2008, the Company granted 25,000 shares of Common Stock to a finder
      who
      facilitated the reverse merger.




**Note
      8 - INVESTMENT IN** **SHANDONG
      YINGUANG** **:**




At
      September 30, 2008, the Company has written off its entire investment $582,795
      investment in Shandong Yinguang Network Technology Co., Ltd. (“Shandong
      Yinguang”). The Company does not nor is it able to exercise control of or
      influence the Board of Directors and the management of Shandong Yinguang. As
      at
      November 20, 2008 the Company has not received information relating to its
      investment in Shandong Yinguang since June 30, 2008 nor has it since June 30,
      2008 been permitted access to the financial books, records and/or premises
      of
      Shandong Yinguang to inspect such financial books and records. The Company
      is
      discussing its rights and potential remedies with legal counsel in China but
      is
      not certain that this situation will be resolved satisfactorily.




F-18


**BroadWebAsia,
        Inc.**
 
 **Notes
        to the Unaudited Condensed Consolidated Financial
        Statements**
 **For
        the Nine Months Ended September 30, 2008**
 **(In
        U.S. dollars)**




**Note
      9 -**  **AGREEMENT
      WITH MAJOR LEAGUE BASEBALL ADVANCED MEDIA**





On
      or
      about March 26, 2008, the Company reached an agreement with Major League
      Baseball Advanced Media (MLBAM) whereby the Company is to create, own and
      operate a website in the simplified Chinese language which is to focus on Major
      League Baseball. The agreement is effective until December 31, 2008. MLBAM
      is to
      provide all content necessary for the website. The Company is to share revenues
      with MLBAM from advertising sales on the website after certain revenue
      thresholds are achieved.





**Note
      10 - SUBSEQUENT EVENTS**





***Departure
      of a Director and Officer of the Company***





On
      October 15, 2008, Mr. James E. Yacabucci, Jr. resigned from the Board of
      Directors of the Company. He has also resigned as the Chief Operating Officer
      of
      the Company. The Company is currently negotiating a transition arrangement
      with
      Mr. Yacabucci and is also seeking to hire an individual(s) in either Los Angeles
      or China to replace him.




***Bandwidth
      Supply Arrangement with Onion KK***





Subsequent
      to the period end, the Company entered into an arrangement with Onion KK, where
      Onion KK would provide certain bandwidth and other services to the Company
      commencing in November 2008. In connection with this arrangement, Onion KK
      advanced to the Company the sum of $525,000 that is repayable by the Company
      December 15, 2008. As at November 20, 2008, Onion KK has not provided any
      bandwidth or other services to the Company.





***Mallick
      Share Purchase***




On
      April
      2, 2008 the Company entered into a share purchase agreement, whereby the
      Company sold 28,409 shares of the Company’s common stock at $0.88 per share
      ($25,000) to Mallick. As of November 20, 2008, these shares have not been
      issued. In conjunction with this agreement, Mallick was issued warrants to
      purchase 14,205 shares of the Company’s common stock with an exercise price of
      $1.40. If not earlier exercised, these warrants expire on April 2,
      2010.




***Convertible
      Notes***





On
      April
      4, 2008 the Company entered into a convertible promissory note agreement in
      the
      amount of $60,000 with an unrelated party. The note is convertible into the
      Company’s common shares at $2.00 per share, or simultaneous with the closing of
      a financing of at least $8 million dollars occurring anytime on or before
      January 4, 2009, at the price paid by investors in such financing. Unless
      earlier converted into common stock, the principal, plus accrued interest of
      25%
      per annum is due and payable on April 4, 2009. In conjunction with this
      agreement, warrants were issued which provide rights to purchase $3,000 worth
      of
      the Company’s common shares at an exercise price of $2.25. Upon conversion of
      this note into common shares, the number of warrants issued will be increased
      by
      100%. If not earlier exercised, these warrants expire on April 4,
      2010.




F-19


**BroadWebAsia,
        Inc.**
 
 **Notes
        to the Unaudited Condensed Consolidated Financial
        Statements**
 **For
        the Nine Months Ended September 30, 2008**
 **(In
        U.S. dollars)**


On
      April
      9, 2008 the Company entered into a convertible promissory note agreement in
      the
      amount of $100,000 with an unrelated third party. The note is convertible into
      the Company’s common shares at $1.35 per share, or simultaneous with the closing
      of a financing of at least $8 million dollars occurring at any time on or before
      January 9, 2008 at the price paid by investors in such financing. Unless earlier
      converted into common shares, the principal plus accrued interest of 30% per
      annum is due and payable on April 9, 2009. In conjunction with this agreement,
      three-year warrants were issued which provide rights to purchase $20,000 worth
      of the Company’s common stock at an exercise price of $1.85. Upon conversion of
      this Note into common shares, the number of warrants issued will be increased
      by
      100%. If not earlier exercised, these warrants expire on April 10,
      2011.





On
      April
      9, 2008 the Company entered into a convertible promissory note agreement in
      the
      amount of $25,000 with a related company. The note is convertible into the
      Company’s common shares at $2.00 per share, or simultaneous with the closing of
      a financing of at least $8 million dollars occurring at anytime on or before
      January 9, 2008 at the price paid by investors in such financing. Unless earlier
      converted into common shares, the principal plus accrued interest of 25% per
      annum is due and payable on April 9, 2009. In conjunction with this agreement,
      warrants were issued which provide rights to purchase $1,250 worth of the
      Company’s common shares at an exercise price of $2.25. Upon conversion of this
      note into common shares, the number of warrants issued will be increased by
      100%. If not earlier exercised, these warrants expire on April 10,
      2010.





***Additional
      Shareholder’s Loans***





The
      Company’s controlling shareholder continued to advance the Company various
      amounts of funds for working capital purposes. As at November 20, 2008, the
      principal amount under the Grid Note had increased to approximately
      $5,750,000.





***MeeVee
      License and Stock Issuance***





On
      May
      15, 2008 a letter of intent to purchase was signed by and between the Company,
      LiveVideo (“LV”) and MeeVee, Inc., a wholly owned subsidiary of LV (“Meevee”),
      whereby the Company will obtain an exclusive and perpetual license to certain
      intellectual property assets held by Meevee for the purpose of allowing the
      Company to create and operate a Meevee business that is to be established in
      the
      Asia territory (the “BWA-Meevee Asia Business”) in consideration for $1,087,147
      payable to Mevee in shares of the Company’s common stock valued at $2.4133 per
      share (which is the average trading price for the 30 days preceding the letter
      of intent). LV is a wholly owned subsidiary of LiveUniverse, an entity
      controlled by Mr. Greenspan, who is also the Company’s controlling shareholder
      and a director. Meevee owns and operates a TV and video listing interactive
      website. Additionally, LV has agreed to acquire a 25% interest in the BWA-Meevee
      Asia Business from the Company in return for a cash payment of $250,000 payable
      at Closing. The letter of intent provides that the parties will promptly
      negotiate, in good faith, the terms of the requisite documentation needed to
      effect the transaction. Such documentation has not yet been
      finalized.





***Financing
      Transactions***





The
      Company’s controlling stockholder, who was the guarantor of the Lakewood Note
      and Europlay Note agreed to permit Lakewood and the Europlay to utilize cash
      collateral and proceeds from sales of pledged securities to satisfy obligations
      under the Lakewood Note and the Europlay Note in return for the Company's
      agreement to execute a promissory note in his favor. Principal, accrued interest
      and associated fees on these notes in the amounts of $810,985 and $634,218
      were
      paid off on April 2, 2008 and April 10, 2008, respectively. (See Note
      4)




F-20


OUR
        INDEPENDENT PUBLIC ACCOUNTANTS HAVE NOT COMPLETED THEIR REVIEW OF THE FINANCIAL
        STATEMENTS AND ACCOMPANYING NOTES INCLUDED IN THIS FORM 10-QSB AS REQUIRED
        BY
        RULE 10-02 (c) (4) OF REGULATION S-X. UPON COMPLETION OF THE REVIEW BY OUR
        INDEPENDENT PUBIC ACCOUNTANTS, SHOULD ANY ADJUSTMENT(S) BE REQUIRED TO BE
        MADE
        TO THESE FINANCIAL STATEMENTS, AN AMENDED FORM 10-QSB WILL BE FILED




**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.**




*This
      discussion should be read in conjunction with our unaudited condensed
      consolidated financial statements included in this Quarterly Report on Form
      10-Q
      and the notes thereto, as well as the other sections of this Quarterly Report
      on
      Form 10-Q, our Current Report on Form 8-K, dated February 12, 2008, in each
      case, as amended from time to time including the “Certain Risks and
      Uncertainties” and “Description of Business” sections thereof. This discussion
      contains a number of forward-looking statements, all of which are based on
      our
      current expectations and could be affected by the uncertainties and risk factors
      described throughout this Quarterly Report and in our Current Report on Form
      8-K, dated February 12, 2008, in each case, as amended from time to time. Our
      actual results may differ materially.*




**Overview**





On
      February 12, 2008, World of Tea Inc. ("Holdings") entered into a Share Exchange
      Agreement (the "Exchange Agreement") by and among Holdings, BroadWebAsia, Inc.,
      a British Virgin Islands company ("BroadWebAsia"), and shareholders holding
      all
      of the outstanding capital stock of BroadWebAsia (the "Shareholders").
 Upon closing of the transaction contemplated under the Exchange Agreement
      (the "Share Exchange"), on February 12, 2008, the shareholders of BroadWebAsia
      agreed to transfer all of the shares of the capital stock of BroadWebAsia held
      by them, constituting all of the issued and outstanding stock of BroadWebAsia,
      to Holdings in exchange for 83,000,000 newly issued shares of common stock
      of
      Holdings.  Such share exchange caused BroadWebAsia to become a wholly owned
      subsidiary of Holdings. Following such share exchange, Holdings merged with
      and
      into its wholly owned subsidiary for the purpose of changing our name to
“BroadWebAsia, Inc.” and our state of incorporation to Delaware.




We
      are a
      holding company whose primary business operations are conducted through our
      direct and indirect subsidiaries, BroadWebAsia, BWA Shanghai, BBMAO BVI and
      BBMAO HK.  Through our subsidiaries and our commercial agreements with
      Chinese companies that provide Internet services in China, we operate a Chinese
      language website engaged in search services as well as a Chinese language
      website focused on Major League Baseball (collectively referred to throughout
      this report as the "BroadWebAsia Websites").




The
      BroadWebAsia Websites target an audience of young Chinese Internet users who
      are
      in the 13 year old to 30 year old demographic. This demographic is highly
      desirable for advertisers. The BroadWebAsia Websites are comprised of
      www.major.tv/china, a Major League Baseball focused website in the simplified
      Chinese language, and bbmao.com, a website focused on delivering meta-and social
      search results to Chinese Internet users. Our search website bbmao.com,
      intelligently consolidates the results from other Chinese search engines. We
      believe that bbmao.com is the first meta-search website dedicated to Chinese
      language meta search.  It has won multiple industry awards for innovation,
      including the prestigious Red Herring 100 "Most Promising Companies in all
      of
      Asia," and ZDNet's "Top 10 Asian Techno Visionaries."  BBMAO is actively
      building on its search platform by developing contextual and social search
      technologies as well as a video search application.  bbmao.com's social
      bookmarks are a unique way for users to save their searches and then share
      them
      with friends.





Previously,
      the Company also operated through a joint venture the Chinese language community
      and entertainment website 9e3.com. As at September 30, 2008, the Company has
      written off its entire $582,795 investment in the joint venture, Shandong
      Yinguang Network Technology Co., Ltd. (“Shandong Yinguang”). The Company does
      not now nor has it been able to exercise control of or influence the Board
      of Directors and the management of Shandong Yinguang. Despite numerous requests,
      as at November 20, 2008 the Company has not received information relating to
      its
      investment in Shandong Yinguang since June 30, 2008 nor has it since June 30,
      2008 been permitted access to the financial books, records and/or premises
      of
      Shandong Yinguang to inspect such financial books and records. The Company
      is
      discussing its rights and potential remedies with legal counsel in China but
      is
      not certain that this situation will be resolved satisfactorily.




1





**Going
      Concern**





The
      consolidated financial statements filed with this Quarterly Report are prepared
      on a going concern basis, which considers the realization of assets and
      satisfaction of liabilities in the normal course of business. As of September
      30, 2008, we had cash and cash equivalents of $15,173, a working capital deficit
      of $8,273,528, and a shareholders’ deficit of $9,334,666. The report of our
      Independent Registered Public Accounting Firm on our financial statements as
      of
      and for the year ended December 31, 2007 includes a "going concern" explanatory
      paragraph which means that the accounting firm expressed substantial doubt
      about
      our ability to continue as a going concern. The accompanying consolidated
      financial statements do not include any adjustments relating to the
      recoverability or classification of assets or the amounts and classification
      of
      liabilities that may result should we be unable to continue as a going concern.





Management’s
      plans with regard to these conditions include financing our existing and future
      operations through issuances of common stock and/or advances from the
      stockholders, as well as the exploration of profitable business opportunities.
      In April 2008, we secured additional financing of $1,455,202 from our majority
      stockholder, the proceeds from which were used to repay Short-term loans. There
      can be no assurance that funds required during the next twelve months or
      thereafter will be generated from operations or that those funds will be
      available from external sources such as debt or equity financings or other
      potential sources. The lack of additional capital resulting from the inability
      to generate cash flow from operations or to raise capital from external sources
      would force us to substantially curtail or cease operations and would,
      therefore, have a material adverse effect on our business. Further, there can
      be
      no assurance that any such required funds, if available, will be available
      on
      attractive terms or that they will not have a significantly dilutive effect
      on
      our existing shareholders.




**Principal
      Factors Affecting our Financial Performance**




We
      believe that the following factors affect our financial
      performance:




***Growth
      of Internet Usage in China***




According
      to estimates by eMarketer, Inc. and China Internet Network Information Center,
      China had approximately 133 million internet users at the end of 2006 and more
      than 170 million internet users at the end of 2007.  China's internet user
      base is expected to grow to 206 million by 2009 and 227 million in 2010.
 This would make China the largest internet market in the world in 2010.
 Approximately 55 million households, or approximately 15% of total
      households in China had broadband internet access at the end of 2007 according
      to eMarketer. Online advertising expenditures in China for 2007, excluding
      revenues from paid searches, are estimated by eMarketer to be approximately
      $1
      billion.  This represents an approximate 100% increase over the past two
      years.





***PRC
      Regulations Promoting Use of the Internet***




The
      Internet industry in China is highly regulated by the PRC government. Various
      regulatory authorities of the central PRC government, such as the State Council,
      the Ministry of Information Industry, the State Administration for Industry
      and
      Commerce, the Ministry of Culture, the State Press and Publication
      Administration, and the Ministry of Public Security, are empowered to issue
      and
      implement regulations governing various aspects of the Internet and online
      games
      industries.  For details regarding these regulations see "Our
      Business—Regulations."





**Results
      of Operations**




The
      following table sets forth key components of our results of operations for
      the
      periods indicated, in dollars and key components of our revenue for the period
      indicated in dollars.




2





**Three Months Ended**
              **September 30****2008**
            
            **2007**Sales
                revenue
            
            $
            713
            
            $
            606Cost
                of sales
            
            
            -
            
            
            -Gross
                profit
            
            
            713
            
            
            606Expenses:Administrative
                expenses
            
            
            (115,676
            )
            
            (27,750
            )Amortization
                and depreciation
            
            
            -
            
            
            -Selling
                expenses
            
            
            (3,000
            )
            
            (3,000
            )Research
                and Development Expenses
            
            
            -
            
            
            -Total
                expenses
            
            
            (118,676
            )
            
            (30,750
            )Loss
                from equity investee
            
            
            (582,795
            )
            
            -Interest
                expense
            
            
            -
            
            
            -Loss
                before income taxes
            
            
            (700,758
            )
            
            (30,144
            )Minority
                interests
            
            
            12,412
            
            
            10,550Net
                loss
            
            
            (688,346
            )
            
            (19,594
            )





**Comparison
      of the three months ended September 30, 2008 and September 30,
      2007**




*Sales
      Revenue.* Our
      sales revenue is generated from sales of display advertisements, banner
      advertisements and pop-up advertisements on our websites directly to our
      advertising clients or via advertising agencies by our internal advertising
      sales force and other advertising revenues from the sale of keyword search
      results, however it was negligible during the periods presented.  Sales
      revenue increased $107, to $713 for the three month period ended September
      30,
      2008, compared to the three month period ended September 30, 2007.




*Cost
      of Sales.* Cost
      of Sales includes bandwidth costs and certain other costs directly associated
      with the operation of our websites.




*Gross
      Profit.* Our
      gross profit is equal to the difference between our sales revenue and our cost
      of sales.  Our gross profit decreased $107 to $713 for the three month
      period ended September 30, 2008 from approximately $606 for three month period
      ended September 30, 2007.  Gross profit as a percentage of sales is not
      meaningful during the periods presented due to lack of revenues during the
      periods presented.




*Administrative
      Expenses.* Administrative
      expenses consist of the costs associated with staff and support personnel who
      manage our business activities and professional fees paid to third parties.
      Our
      administrative expenses increased to $115,676 for the three month period ended
      September 30, 2008 from approximately $27,750 for the three month period ended
      September 30, 2007.  This increase was primarily attributable to increased
      personnel salaries, business plan development, developing a corporate structure,
      and expenses incurred toward establishing operations.  We are now working
      to improve our internal control system to ensure compliance with Section 404
      of
      the Sarbanes-Oxley Act of 2002, or SOX 404.  As a result, we expect that
      our administrative expenses will continue to increase until we have fully
      implemented our new accounting system and our SOX 404 evaluation is
      completed.




*Selling
      Expenses.* Selling
      expenses include advertising costs and promotional materials, traveling expenses
      for marketing activities and other sales related costs.  Our selling
      expenses remained at $3,000 for the three month period ended September 30,
      2008
      and the three month period ended September 30, 2007.  As a percentage of
      sales revenue, our selling expenses are not meaningful due to the Company's
      minimal operations during the periods presented.




*Research
      and Development Expenses.* Research
      and development expenses include amounts relating costs under arrangements
      in
      the form of notes the Company has entered into with potential acquisition
      targets for funding the development of certain products and applications such
      as
      the creation of Chinese language widgets, under-manipulated start-pages,
      interactive guides and other web 2.0 applications. The Company has previously
      expensed these notes receivable following the accounting prescribed by Statement
      of Financial Accounting Standards No. 68, Research and Development Arrangements.
      The Company did not incur any expenses for research and development for the
      three month period ended September 30, 2008 and for the three month period
      ended
      September 30, 2007. As a percentage of sales revenue, the Company’s research and
      development expenses are not meaningful due to the Company’s minimal operations
      during the periods presented.




3




*Total
      Expenses.* Our
      total expenses increased to $118,676 for the three month period ended September
      30, 2008 from $30,750 for the three month period ended September 30, 2007.
       The majority of this increase relates to the expansion of the business,
      business plan development, developing a corporate structure and establishing
      operations.  Total expenses as a percent of revenue is not meaningful due
      to the Company's minimal operations during the periods presented.




*Loss
      from Operations before Taxes.* Loss
      from operations before taxes increased to $700,758 during the three month period
      ended September 30, 2008 from $30,144 during the three month period ended
      September 30, 2007.  Income from operations before taxes as a percentage of
      sales is not meaningful due to the factors described above.




*Net
      loss.* Our
      net loss increased to $688,346 during the three month period ended September
      30,
      2008 from $19,594 during the three month period ended September 30, 2007, as
      a
      result of the factors described above.




**Liquidity
      and Capital Resources**




As
      of
      September 30, 2008, we had cash and cash equivalents of $15,173.  The
      following table provides detailed information about our net cash flow for all
      financial statements periods presented in this Current Report.




**Cash
      Flow**


(All
      amounts are in U.S. dollars)




**Nine Months Ended****September 30, 2008**
            
            **September 30, 2007**Net
                cash used in operating activities
            
            $
            (592,839
            )
            $
            (822,068
            )Net
                cash used in investing activities
            
            $
            (907
            )
            $
            (1,508,071
            )Net
                cash provided by financing activities
            
            $
            598,072
            
            $
            2,783,520Effect
                of foreign currency translation on cash and cash
                equivalents
            
            $
            (31,597
            )
            $
            (1,636
            )




**Operating
      Activities**




Net
      cash
      used in operating activities was $592,839 for the nine month period ended
      September 30, 2008, which is a decrease of from the net cash of $822,068 used
      in
      operating activities for the nine month period ended September 30, 2007.
 The decrease in net cash used in operating activities was mainly due to
      decreases in the business plan development, corporate structure development,
      and
      expenses incurred toward establishing operations.




**Investing
      Activities**




Net
      cash
      used in investing activities in the nine month period ended September 30, 2008
      was $907 which is a decrease from net cash used in investing activities of
      $1,508,071 in the nine month period ended September 30, 2007.  The decrease
      was due to expansion of business in 2007, including purchases of intangible
      and
      fixed assets.




4




**Financing
      Activities**




Net
      cash
      provided by financing activities in the nine month period ended September 30,
      2008 totaled $598,072, which is an decrease from net cash provided by financing
      activities of $2,783,520 in the nine month period ended September 30, 2007.
       The decrease is attributable to the decrease in amounts due to
      stockholders.




Our
      current liquidity resources are insufficient, and we require additional capital
      to execute our business plan.  To the extent that we are unable to obtain
      sufficient financing, we may be required to substantially reduce our planned
      acquisitions and/or operations.





**Loan
      Facilities:**




The
      following table illustrates our credit facilities outstanding as of November
      20,
      2008, providing the name of the lender, the amount of the facility, the date
      of
      issuance and the maturity date.




**Lender**
            
            **Date of Loan**
            
            **Maturity Date**
            
            **Duration**
            
            **Interest**
              **Rate**
            
            **Principal**
              **Amount**Ron
                Greenspan
            
            
            September
                14, 2007
            
            
            September
                13, 2008
            
            
            1
                year
            
            
            18
            %
            $
            50,000J.
                M. Mallick Revocable Trust
            
            
            September
                19, 2007
            
            
            September
                1, 2008
            
            
            1
                year
            
            
            18
            %
            $
            50,000Various
                Lenders under a Note Purchase Agreement
            
            
            February
                15, 2008
            
            
            August
                13, 2008
            
            
            6
                months
            
            
            10%
                to 18
            %
            $
            300,000Brad
                Greenspan: Grid Note
            
            
            
            
            
            On
                demand
            
            60
              days after written notice by Brad Greenspan
            
            Federal
              short-term interest rate or “blended” rate
            
            $5,623,715
                as of November 20, 2008Brad
                Greenspan: Convertible Note
            
            
            
            
            
            On
                demand
            
            60
              days after written notice by Brad Greenspan
            
            Federal
              short-term interest rate or “blended” rate
            
            $
            1,150,000**Total**
            
            
            
            
            
            
            
            
            
            
            
            
            
            $7,173,715
                as of November 20, 2008




We
      expect
      that we will repay the foregoing loans upon maturity out of operating cash
      flows
      or through a refinancing of the debt by having a new financing.  The Bridge
      Notes (as defined below) mature on the earlier of August 13, 2008 and the next
      transaction (or series of related transactions) in which we or our successor
      sells shares of our capital stock or securities convertible into shares of
      our
      capital stock for aggregate gross proceeds of not less than $4,000,000
      (including any amounts received upon conversion or cancellation of
      indebtedness). We believe that our currently available working capital is
      insufficient to sustain our operations at our current levels through at least
      the next twelve months and to repay the credit facilities referred to above.
       We will need to raise capital in order to execute our business
      plan.




Below
      is
      a brief summary of the payment obligations under material contacts to which
      we
      are a party as of May 19, 2008:


5


•  On
      September 14, 2007, BroadWebAsia entered into an agreement with Ron Greenspan,
      the father of Brad Greenspan, our Chairman and controlling stockholder, for
      a
      secured note (the "Greenspan Note") in the principal amount of $50,000. The
      interest on the aggregate outstanding principal amount of the Greenspan Note
      accrues at a rate of 18% per annum, payable every two months in arrears,
      beginning on November 14, 2007 and the loan has a maturity date of September
      13,
      2008.  However, in an event of default the principal and unpaid interest on
      the Greenspan Note will bear interest of 25% or the maximum rate authorized
      by
      applicable law.  In connection with advance of funds under the Greenspan
      Note, we delivered to Ron Greenspan, among other things, a five-year warrant,
      dated September 19, 2007, for the purchase of such number of BroadWebAsia shares
      that are equal to $50,000 divided by an amount equal to 75% of the per share
      price received in the next financing or series of related financings in which
      we
      sell shares of our common stock or securities convertible into common stock
      for
      an aggregate sale price of not less than $1,000,000 (the "Triggering
      Financing"). The warrants issued in connection with the loan are accounted
      for
      as a discount on the loan with the discount being authorized and recognized
      as
      interest expense over the term of the loan.




•  On
      September 19, 2007, BroadWebAsia entered into an agreement with J. M. Mallick
      Revocable Trust, or Mallick, for a secured note, or the “Mallick Note”, in the
      principal amount of $50,000. The interest on the aggregate outstanding principal
      amount of the Mallick Note accrues at a rate of 18% per annum, payable every
      two
      months in arrears beginning on November 1, 2007, and the loan has a maturity
      date of September 1, 2008.  In connection with advance of funds under the
      Mallick Note, we delivered to Mallick, among other things, a five-year warrant
      for the purchase of such number of BroadWebAsia shares that are equal to $50,000
      divided by an amount equal to 75% of the per share price received in the
      Triggering Financing.




•  Following
      the Share Exchange, on February 15, 2008, we sold an aggregate of $300,000
      principal amount of promissory notes ("Bridge Notes") to several purchasers
      in a
      private placement transaction pursuant to a note purchase agreement, dated
      as of
      February 15, 2008, among us and the Lenders named therein. The Bridge Notes
      are
      due on the earlier of August 13, 2008 and the next transaction (or series of
      related transactions) in which we or our successor sell shares of our capital
      stock or securities convertible into shares of our capital stock for aggregate
      gross proceeds of not less than $4,000,000 (including any amounts received
      upon
      conversion or cancellation of indebtedness). Interest on the Bridge Notes
      accrues at a rate of 10% per annum for the first month they are outstanding
      and
      at a rate of 18% per annum thereafter. We may prepay the Bridge Notes at any
      time, in whole or in part, without penalty or premium. If we default in the
      payment of interest and/or principal on any Bridge Note, the holder thereof
      may
      at his option elect to convert all or a portion of the outstanding principal
      and
      unpaid accrued interest thereon into shares of our common stock at a conversion
      price equal to 50% of the closing sale price of our common stock on the date
      immediately prior to such conversion.




•  From
      time
      to time Brad Greenspan, our Chairman and controlling stockholder, has advanced
      us various amounts of funds for our working capital.   On December 7, 2007,
      BroadWebAsia issued to Mr. Greenspan a convertible note (the "Convertible Note")
      in the principal amount of $1,150,000 and a "grid" promissory note (the "Grid
      Note") in the principal amount of $3,000,000. As of May 19, 2008, the
      outstanding principal amount of the Grid Note is approximately $5,600,000.
       The Grid Note and Convertible Note were assumed by the Company at the time
      of the reverse acquisition with BroadWebAsia in accordance with the provisions
      of the Share Exchange Agreement.  The notes bear interest at the federal
      short-term rate in effect during the periods in which any amount owed pursuant
      to the terms of the notes remain outstanding, or for any entire calendar year
      that the note remained outstanding, the note bears interest at the "blended
      annual rate" which is published annually by the Internal Revenue Service.
 Principal and accrued interest on the note is payable within sixty (60)
      days following Mr. Greenspan's written demand for payment, but the Company
      has
      the right at any time to prepay, in whole or in part, the principal and accrued
      interest without penalty upon fifteen (15) days prior written notice to Mr.
      Greenspan.  The Convertible Note is convertible into shares of our common
      stock, at the per share price received in the first financing.





•  On
      April
      2, 2008, Mr. Brad Greenspan, as guarantor under our senior secured note, dated
      September 12, 2007, in the principal amount of $750,000, paid the lender
      thereunder $810,985 as payment in full of the principal, interest, and
      associated fees with respect to such note. We have agreed to enter into a
      convertible promissory note agreement with Mr. Greenspan for this amount;
      however, final terms for this agreement have not yet been
      reached.


6


•  On
      April
      10, 2008, Mr. Brad Greenspan, as guarantor under our junior secured promissory
      note, dated December 5, 2007, in the principal amount of $600,000, paid the
      lender thereunder $634,216 as payment in full of the principal, interest, and
      associated fees with respect to such note. We have agreed to enter into a
      convertible promissory note agreement with Mr. Greenspan for this amount;
      however, final terms for this agreement have not yet been reached.





•  On
      April
      15, 2008, Mr. Brad Greenspan advanced an additional $1,500,000 to us to provide
      to HupoTV for registered capital. We have agreed to enter into a convertible
      promissory note agreement with Mr. Greenspan for this amount; however, final
      terms for this agreement have not yet been reached.





In
      future
      periods while the purchase warrants remain outstanding, we generally expect
      to
      report a gain on derivative liability as our stock price declines, and a loss
      on
      derivative liability as our stock price increases (assuming other assumptions
      used to estimate fair value remain constant). The non-cash gain or loss reported
      upon re-measurement of our embedded derivative liability may not be indicative
      of the operating results of our core business activities, but could
      significantly affect our future reported basic earnings or loss per share
      depending on numerous factors including the volatility of our stock
      price.




**Seasonality**




Our
      user
      traffic tends to be seasonal. For example, we generally experience more user
      traffic during public holidays in China and our advertisers usually spend more
      to reach them.  In addition, advertising spending in China has historically
      been cyclical, reflecting overall economic conditions as well as budgeting
      and
      buying patterns. Our rapid growth has lessened the impact of the cyclicality
      and
      seasonality of our business.




**Inflation**




Inflation
      does not materially affect our business or the results of our
      operations.


7


**Critical
      Accounting Policies**




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires our management to make
      assumptions, estimates and judgments that affect the amounts reported in the
      financial statements, including the notes thereto, and related disclosures
      of
      commitments and contingencies, if any.  We consider our critical accounting
      policies to be those that require the more significant judgments and estimates
      in the preparation of financial statements, including the
      following:




**Derivatives:** The
      Company follows the provisions of SFAS No. 133 “Accounting for Derivative
      Instruments and Hedging Activities” (“SFAS No. 133”) along with related
      interpretation EITF No. 00-19 “Accounting for Derivative Financial Instruments
      Indexed to, and Potentially Settled in, a Company’s Own Stock” (“EITF No.
      00-19”). SFAS No. 133 requires every derivative instrument (including certain
      derivative instruments embedded in other contracts) to be recorded in the
      balance sheet as either an asset or liability measured at its fair value, with
      changes in the derivative’s fair value recognized currently in earnings unless
      specific hedge accounting criteria are met. The Company values these derivative
      securities under the fair value method at the end of each reporting period
      (quarter), and their value is marked to market at the end of each reporting
      period with the gain or loss recognition recorded against earnings. The Company
      continues to revalue these instruments each quarter to reflect their current
      value in light of the current market price of our common stock. The Company
      utilizes the Black-Scholes option-pricing model to estimate fair value. Key
      assumptions of the Black-Scholes option-pricing model include applicable
      volatility rates, risk-free interest rates and the instrument’s expected
      remaining life. These assumptions require significant management
      judgment.




**Development
      Type Agreement:** We
      explore and investigate various business and acquisition opportunities in order
      to develop and grow our operations. We have advanced funds to various entities
      in connection with potential investment and acquisition opportunities. We enter
      into formal note agreements, which also allow us to acquire an equity interest
      in these entities. These entities generally use the funds advanced by us for
      development activities. The ultimate repayment of the notes receivable is
      dependent upon the results of these development activities having future
      economic benefit. In accordance with Statement of Financial Accounting Standards
      (“SFAS”) No. 68, *Research
      and Development Agreements* ,
      we have
      charged the advances to research and development expenses. Additionally, since
      the payment of any interest income related to the notes receivable is dependent
      on the results of the development activities, we recognize interest income
      on
      the notes receivable generally only when cash is received. We recorded $420,000
      in research and development expenses relating to these notes receivable during
      the three months ended September 30, 2008.




**Revenue
      Recognition:** The
      Company's revenues are derived primarily from the BroadWebAsia Websites through
      the sale of online advertisements, keyword search and other digital services,
      as
      well as revenue share arrangements with other entities. Revenues occur when
      services are delivered, when a user clicks on a pay-per-click ad, when
      advertising spaces is provided on websites and by other means of Internet
      advertising. The Company recognizes revenue only when the price is fixed or
      determinable, persuasive evidence of an arrangement exists, the service is
      performed and collectability of the resulting receivable is reasonably assured.




**Intangible
      Assets:** We carry
      intangible assets at cost less accumulated amortization. We compute amortization
      using the straight-line method over the estimated 5.5-year economic life. We
      review and adjust the carrying value of the intangible assets if the facts
      and
      circumstances indicate that the intangible assets may be impaired. The
      impairment test is applied by comparing the undiscounted cash flow against
      the
      carrying value of the assets. If the undiscounted cash flow is less than the
      carrying value, an impairment loss is recognized as the difference between
      the
      carrying value and the fair value of the intangible assets.




**Off-Balance
      Sheet Arrangements**




We
      did
      not engage in any off-balance sheet arrangements during the three-month period
      ended September 30, 2008.


8


**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk.**





Due
      to
      our status as a smaller reporting company, this Item is not
      required.





**Item
      4T. Controls and Procedures.**





The
      Company’s Chief Executive Officer and Chief Financial Officer has evaluated the
      effectiveness of the Company’s disclosure controls and procedures (as defined in
      Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934) as of a
      date
      within 90 days prior to the filing date of this quarterly report and, based
      on
      this evaluation, has concluded that the disclosure controls and procedures
      are
      effective.





There
      have been no significant changes in the Company’s internal controls or in other
      factors that could significantly affect these controls subsequent to the date
      of
      the most recent evaluation.





Upon
      the
      closing of the Share Exchange on February 12, 2008, the size of Holding' s
      Board
      of Directors was increased from two to three directors, Israel Morgenstern
      and
      Svetlana Pojasnikova resigned as officers and directors of Holdings, and Brad
      Greenspan, Peter Schloss and James E. Yacabucci, Jr. were appointed to Holding's
      Board of Directors.  Simultaneously with the Share Exchange, Holdings
      appointed the previous officers of BroadWebAsia as the new officers of
      Holdings.





On
      October 15, 2008, Mr. James E. Yacabucci, Jr. resigned from the Board of
      Directors of the Company. He has also resigned as the Chief Operating Officer
      of
      the Company.





**PART
      II**


**OTHER
      INFORMATION**





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





None.




**Item
      3. Defaults Upon Senior Securities.**





On
      March
      10, 2008, Lakewood Group, LLC (the “Senior Lender”) notified us, by letter, that
      we were in default under its $750,000 senior secured note, dated September
      12,
      2007 (the “Senior Note”) which became due on March 4, 2008. On March 12, 2008,
      Europlay Capital Advisors, LLC (the “Junior Lender”) notified us, by letter, of
      a possible default under its $600,000 junior secured note dated December 5,
      2007
      (the “Junior Note”) which became due March 14, 2008. In April 2008, principal,
      interest and associated fees with respect to both the Senior Note and the Junior
      Note were satisfied by Brad Greenspan, our majority stockholder and director
      and
      our guarantor under the Senior Note and Junior Note, who agreed to permit our
      Senior Lender and Junior Lender to utilize cash collateral and proceeds from
      the
      sale of pledged securities in order to satisfy the amounts due under both the
      Senior Note and Junior Note. In return, we agreed to execute a promissory note
      in favor Mr. Greenspan. The terms of such promissory note have not yet been
      determined.




**Item
      4. Submission of Matters to a Vote of Security Holders.**





On
      February 12, 2008, the shareholders of World of Tea Inc. by majority written
      consent approved the World of Tea 2008 Equity Incentive Plan. Stockholders
      holding an aggregate of 2,000,000 shares of common stock (representing a total
      of 52.6% of the shares entitled to vote thereon) executed and delivered to
      us
      written consents approving the 2008 Equity Incentive Plan. The 2008 Equity
      Incentive Plan reserved 12,723,750 shares of its common stock for issuance
      as an
      incentive to its officers, directors, employees and other qualified persons.
      The
      2008 Equity Incentive Plan provides us with the ability to attract new
      directors, officers, consultants, advisors and employees whose services are
      considered valuable, to encourage a sense of proprietorship and to stimulate
      the
      active interest of such persons in our development and financial success. The
      2008 Equity Incentive Plan allows for the granting of incentive stock options
      within the meaning of Section 422 of the United States Internal Revenue Code
      of
      1986 (the “Code”) and nonqualified stock options. The 2008 Equity Incentive Plan
      also allows for the granting of restricted stock.


9


On
      February 14, 2008, a majority of our stockholders took action via written
      consent to approve the merger between “World of Tea Inc.,” a Nevada corporation
      and “BroadWebAsia, Inc.,” a Delaware corporation and wholly owned subsidiary of
      World of Tea Inc., whereby upon completion of the merger, the holders of the
      common stock of World of Tea, Inc. received 1 share of the common stock of
      BroadWebAsia, Inc. in exchange for each share of common stock of World of Tea
      Inc., and that the name of the surviving entity would be BroadWebAsia, Inc.
      The
      merger also provided that BroadWebAsia, Inc. would acquire all of the assets
      and
      assume all of the liabilities and obligations of World of Tea, Inc. by means
      of
      the merger. Stockholders holding an aggregate of 76,357,112 shares of our common
      stock (representing a total of 90.02% of the shares entitled to vote thereon)
      executed and delivered to us written consents approving such merger.





**Item
      6. Exhibits.**





The
      following exhibits are filed as part of, or incorporated by reference into
      this
      Report:




Exhibit No.
            
            Description2.1
            
            Agreement
                and Plan of Merger dated February 14, 2008 by and between World of
                Tea
                Inc., a Nevada Corporation and BroadWebAsia, Inc., a Delaware Corporation
                (1)2.2
            
            Certificate
                of Ownership and Merger dated February 14, 2008 by and between World
                of
                Tea Inc. and BroadWebAsia, Inc. (1)2.3
            
            Articles
                of Merger dated February 14, 2008 (1)3.1
            
            Certificate
                of Incorporation (1)3.2
            
            Bylaws
                (1)10.1
            
            Chinese
                Foreign Equity Joint Venture Contract, dated November 14, 2006, between
                Shangdong Linyi Yinguang Fusi Internet Digital Technology Co., Ltd
                and
                BroadWebAsia, Inc. (English Translation) (2)10.2
            
            Articles
                of Association of Equity Joint Venture Company b/n Beijing Dongfang
                Shang
                You Tech Co., Ltd. and BroadWebAsia, Inc., establishing Beijing Souyo
                Digital Technology Co. Ltd. (2)10.3
            
            Equity
                Joint Venture Contract between Shanghai Haolai Computer Information
                Technology Co, Ltd and BroadWeb Asia, Inc. (2)10.4
            
            Exclusive
                Management Consulting Services Agreement, dated November 13, 2007,
                among
                BWA Management Consulting (Shanghai) Co., Ltd., Beijing BBMAO Internet
                Technology Co., Ltd., Xiaozhi Zhang, Xiaohong Dong (2)10.5
            
            Purchase
                Option Agreement, dated November 13, 2007, among Beijing BBMAO Internet
                Technology Co., Ltd., and BWA Management Consulting (Shanghai) Co.,
                Ltd.,
                Xiaozhi Zhang, Xiaohong Dong (2)10.6
            
            Equity
                Pledge Agreement, dated November 13, 2007, among Xiaozhi Zhang, Xiaohong
                Dong, Beijing BBMAO Internet Technology Co., Ltd., and BWA Management
                Consulting (Shanghai) Co., Ltd. (2)10.7
            
            Exclusive
                Technology Consulting Agreement, dated November 13, 2007, between
                BWA
                Management Consulting (Shanghai) Co., Ltd. and Beijing BBMAO Internet
                Technology Co., Ltd (2)10.8
            
            Senior
                Secured Note, dated September 12, 2007, by BroadWebAsia, Inc. in
                favor of
                Lakewood Group, LLC (2)10.9
            
            Security
                Agreement, dated September 12, 2007, between BroadWebAsia, Inc. and
                Lakewood Group, LLC (2)10.10
            
            Promissory
                Note, dated September 14, 2007, by BroadWebAsia, Inc. in favor of
                Ron
                Greenspan (2)10.11
            
            Promissory
                Note, dated September 14, 2007, by BroadWebAsia, Inc. in favor of
                Ron
                Greenspan (2)


10





10.12
            
            Promissory
                Note, dated September 19, 2007, by BroadWebAsia, Inc. in favor of
                JM
                Mallick Revocable Trust, dated August 26, 1987 (2)10.13
            
            Employment
                Agreement, dated January 31, 2007, between BroadWebAsia, Inc. and
                James
                Yacabucci. (2)10.14
            
            Employment
                Agreement, dated September 18, 2007, between BroadWebAsia, Inc. and
                Peter
                Schloss. (2)10.15
            
            BroadWebAsia,
                Inc. Share Purchase Warrant, dated September 12, 2007, issued to
                Lakewood
                Group, LLC (2)10.16
            
            BroadWebAsia,
                Inc. Share Purchase Warrant, dated September 19, 2007, issued to
                Ron
                Greenspan (2)10.17
            
            BroadWebAsia,
                Inc. Share Purchase Warrant, dated September 19, 2007, issued to
                JM
                Mallick Revocable Trust, dated August 26, 1987 (2)10.18
            
            Convertible
                Promissory Note, dated December 7, 2007, by BroadWebAsia in favor
                of Brad
                Greenspan (2)10.19
            
            Promissory
                Note, dated December 7, 2007, by BroadWebAsia in favor of Brad Greenspan
                (2)10.20
            
            Restricted
                Stock Agreement, dated as of January 31, 2007, by and between BroadWebAsia
                and James Yacabucci (2)10.21
            
            World
                of Tea Inc. 2008 Equity Incentive Plan (2)10.22
            
            Form
                of 2008 Incentive Stock Option Agreement (2)10.23
            
            Agreement
                of Conveyance, Transfer and Assignment of Assets and Assumptions
                of
                Obligations, dated as of February 12, 2008, between World of Tea
                Inc. and
                WTO Holdings, Inc. (2)10.24
            
            Stock
                Purchase Agreement, dated as of February 12, 2008 among World of
                Tea Inc.,
                Israel Morgenstern and Svetlana Pojasnikova (2)10.25
            
            Note
                Purchase Agreement, dated as of February 12, 2008, between World
                of Tea
                Inc. and the Lenders party thereto (2)10.26
            
            Form
                of Promissory Notes, made by World of Tea Inc. for the benefit of
                the
                Lenders under the Note Purchase Agreement, dated as of February 12,
                2008
                (2)10.27
            
            Resignation
                and Release of Israel Morgenstern, dated as of February 12, 2008
                (2)10.28
            
            Resignation
                and Release of Svetlana Pojasnikova, dated as of February 12, 2008
                (2)10.29
            
            Option
                Agreement between BroadWebAsia and James Yacabucci, dated November
                13,
                2007, vesting over a three year period (2)10.30
            
            Option
                Agreement between BroadWebAsia and James Yacabucci, dated November
                13,
                2007, vesting over a four year period (2)10.31
            
            Option
                Agreement between BroadWebAsia and James Yacabucci, dated November
                13,
                2007, immediately vesting (2)10.32
            
            Option
                Agreement between BroadWebAsia and Peter Schloss, dated November
                13, 2007
                (2)10.33
            
            Form
                of BroadWebAsia Employee Option Agreements (2)10.34
            
            Form
                of Lock-Up Agreement (2)10.35
            
            Junior
                Secured Note made by BroadWebAsia in favor of EuroPlay, dated as
                of
                December 5, 2007 (3)10.36
            
            Junior
                Security Agreement between BroadWebAsia and EuroPlay, dated as of
                December
                5, 2007 (3)10.37
            
            Form
                of Share Purchase Warrant issued by BroadWebAsia to EuroPlay
                (3)10.38
            
            Form
                of Letter Agreement, dated as of December 3, 2007, between BroadWebAsia
                and Lakewood (3)31.1
            
            Certifications
                required under Section 302 of the Sarbanes-Oxley Act of 2002
                (4)31.2
            
            Certifications
                required under Section 302 of the Sarbanes-Oxley Act of 2002
                (4)32.1
            
            Certifications
                required under Section 906 of the Sarbanes-Oxley Act of 2002
                (4)




(1)
              Incorporated
                  herein by reference to the copy of such document included as an
                  exhibit to
                  our Current Report on Form 8-K filed on February 14,
                  2008.
  (2)
              Incorporated
                  herein by reference to the copy of such document included as an
                  exhibit to
                  our Current Report on Form 8-K filed on February 12,
                  2008
  (3)
              Incorporated
                  herein by reference to the copy of such document included as an
                  exhibit to
                  our Amendment No. 1 to our Current Report on Form 8-K/A filed on
                  February
                  29, 2008.(4)
              Filed
                  herewith.


11


**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.




**BROADWEBASIA,
      INC.**





**Date:**November
                20, 2008
            **By:**/s/
                Peter SchlossName:
                Peter Schloss
              Title:
                President, Chief Executive Officer and Chief Financial
                Officer
              (Principal
                Executive Officer and Principal Financial and Accounting
                Officer)


12


**EXHIBIT
      INDEX**




Exhibit
                No.
            
            Description2.1
            
            Agreement
                and Plan of Merger dated February 14, 2008 by and between World of
                Tea
                Inc., a Nevada Corporation and BroadWebAsia, Inc., a Delaware Corporation
                (1)2.2
            
            Certificate
                of Ownership and Merger dated February 14, 2008 by and between World
                of
                Tea Inc. and BroadWebAsia, Inc. (1)2.3
            
            Articles
                of Merger dated February 14, 2008 (1)3.1
            
            Certificate
                of Incorporation (1)3.2
            
            Bylaws
                (1)10.1
            
            Chinese
                Foreign Equity Joint Venture Contract, dated November 14, 2006, between
                Shangdong Linyi Yinguang Fusi Internet Digital Technology Co., Ltd
                and
                BroadWebAsia, Inc. (English Translation) (2)10.2
            
            Articles
                of Association of Equity Joint Venture Company b/n Beijing Dongfang
                Shang
                You Tech Co., Ltd. and BroadWebAsia, Inc., establishing Beijing Souyo
                Digital Technology Co. Ltd. (2)10.3
            
            Equity
                Joint Venture Contract between Shanghai Haolai Computer Information
                Technology Co, Ltd and BroadWeb Asia, Inc. (2)10.4
            
            Exclusive
                Management Consulting Services Agreement, dated November 13, 2007,
                among
                BWA Management Consulting (Shanghai) Co., Ltd., Beijing BBMAO Internet
                Technology Co., Ltd., Xiaozhi Zhang, Xiaohong Dong (2)10.5
            
            Purchase
                Option Agreement, dated November 13, 2007, among Beijing BBMAO Internet
                Technology Co., Ltd., and BWA Management Consulting (Shanghai) Co.,
                Ltd.,
                Xiaozhi Zhang, Xiaohong Dong (2)10.6
            
            Equity
                Pledge Agreement, dated November 13, 2007, among Xiaozhi Zhang, Xiaohong
                Dong, Beijing BBMAO Internet Technology Co., Ltd., and BWA Management
                Consulting (Shanghai) Co., Ltd. (2)10.7
            
            Exclusive
                Technology Consulting Agreement, dated November 13, 2007, between
                BWA
                Management Consulting (Shanghai) Co., Ltd. and Beijing BBMAO Internet
                Technology Co., Ltd (2)10.8
            
            Senior
                Secured Note, dated September 12, 2007, by BroadWebAsia, Inc. in
                favor of
                Lakewood Group, LLC (2)10.9
            
            Security
                Agreement, dated September 12, 2007, between BroadWebAsia, Inc. and
                Lakewood Group, LLC (2)10.10
            
            Promissory
                Note, dated September 14, 2007, by BroadWebAsia, Inc. in favor of
                Ron
                Greenspan (2)10.11
            
            Promissory
                Note, dated September 14, 2007, by BroadWebAsia, Inc. in favor of
                Ron
                Greenspan (2)10.12
            
            Promissory
                Note, dated September 19, 2007, by BroadWebAsia, Inc. in favor of
                JM
                Mallick Revocable Trust, dated August 26, 1987 (2)10.13
            
            Employment
                Agreement, dated January 31, 2007, between BroadWebAsia, Inc. and
                James
                Yacabucci. (2)10.14
            
            Employment
                Agreement, dated September 18, 2007, between BroadWebAsia, Inc. and
                Peter
                Schloss. (2)10.15
            
            BroadWebAsia,
                Inc. Share Purchase Warrant, dated September 12, 2007, issued to
                Lakewood
                Group, LLC (2)10.16
            
            BroadWebAsia,
                Inc. Share Purchase Warrant, dated September 19, 2007, issued to
                Ron
                Greenspan (2)10.17
            
            BroadWebAsia,
                Inc. Share Purchase Warrant, dated September 19, 2007, issued to
                JM
                Mallick Revocable Trust, dated August 26, 1987 (2)10.18
            
            Convertible
                Promissory Note, dated December 7, 2007, by BroadWebAsia in favor
                of Brad
                Greenspan (2)10.19
            
            Promissory
                Note, dated December 7, 2007, by BroadWebAsia in favor of Brad Greenspan
                (2)10.20
            
            Restricted
                Stock Agreement, dated as of January 31, 2007, by and between BroadWebAsia
                and James Yacabucci (2)10.21
            
            World
                of Tea Inc. 2008 Equity Incentive Plan
                (2)


13





10.22
            
            Form
                of 2008 Incentive Stock Option Agreement (2)10.23
            
            Agreement
                of Conveyance, Transfer and Assignment of Assets and Assumptions
                of
                Obligations, dated as of February 12, 2008, between World of Tea
                Inc. and
                WTO Holdings, Inc. (2)10.24
            
            Stock
                Purchase Agreement, dated as of February 12, 2008 among World of
                Tea Inc.,
                Israel Morgenstern and Svetlana Pojasnikova (2)10.25
            
            Note
                Purchase Agreement, dated as of February 12, 2008, between World
                of Tea
                Inc. and the Lenders party thereto (2)10.26
            
            Form
                of Promissory Notes, made by World of Tea Inc. for the benefit of
                the
                Lenders under the Note Purchase Agreement, dated as of February 12,
                2008
                (2)10.27
            
            Resignation
                and Release of Israel Morgenstern, dated as of February 12, 2008
                (2)10.28
            
            Resignation
                and Release of Svetlana Pojasnikova, dated as of February 12, 2008
                (2)10.29
            
            Option
                Agreement between BroadWebAsia and James Yacabucci, dated November
                13,
                2007, vesting over a three year period (2)10.30
            
            Option
                Agreement between BroadWebAsia and James Yacabucci, dated November
                13,
                2007, vesting over a four year period (2)10.31
            
            Option
                Agreement between BroadWebAsia and James Yacabucci, dated November
                13,
                2007, immediately vesting (2)10.32
            
            Option
                Agreement between BroadWebAsia and Peter Schloss, dated November
                13, 2007
                (2)10.33
            
            Form
                of BroadWebAsia Employee Option Agreements (2)10.34
            
            Form
                of Lock-Up Agreement (2)10.35
            
            Junior
                Secured Note made by BroadWebAsia in favor of EuroPlay, dated as
                of
                December 5, 2007 (3)10.36
            
            Junior
                Security Agreement between BroadWebAsia and EuroPlay, dated as of
                December
                5, 2007 (3)10.37
            
            Form
                of Share Purchase Warrant issued by BroadWebAsia to EuroPlay
                (3)10.38
            
            Form
                of Letter Agreement, dated as of December 3, 2007, between BroadWebAsia
                and Lakewood (3)


31.1
            
            Certifications
                required under Section 302 of the Sarbanes-Oxley Act of 2002
                (4)31.2
            
            Certifications
                required under Section 302 of the Sarbanes-Oxley Act of 2002
                (4)32.1
            
            Certifications
                required under Section 906 of the Sarbanes-Oxley Act of 2002
                (4)


(1)
                Incorporated
                    herein by reference to the copy of such document included as
                    an exhibit to
                    our Current Report on Form 8-K filed on February 14,
                    2008.
  (2)
                Incorporated
                    herein by reference to the copy of such document included as
                    an exhibit to
                    our Current Report on Form 8-K filed on February 12,
                    2008
  (3)
                Incorporated
                    herein by reference to the copy of such document included as
                    an exhibit to
                    our Amendment No. 1 to our Current Report on Form 8-K/A filed
                    on February
                    29, 2008.(4)
                Filed
                    herewith.


14