**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON
      D.C. 20549**





**----------------------**





**FORM
      10-Q**





( Mark
      One)


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





For
      the
      quarterly period ended: **March
      31, 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





YES
o    NO
x





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 Filer o
            Accelerated
                Filero
            Non-Accelerated
                Filer o





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





YES
o    NO x





As
      of May
      19, **** 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 filer o
            Accelerated
                filer oNon-accelerated
                filer o
            Smaller
                reporting company x


(Do
      not
      check if a smaller reporting company)










Table
      of Contents




**Page****PART
                I**
            **FINANCIAL
                INFORMATION****Item
                1.**
            Financial
                Statements (Unaudited)Unaudited
                Condensed Consolidated Balance Sheets - March 31, 2008 and December
                31,
                2007
            F-1Unaudited
                Condensed Consolidated Statements of Operations for the three-month
                periods ended March 31, 2008 and 2007
            F-2Unaudited
                Condensed Consolidated Statement of Changes in Stockholders’ Equity for
                the three-month periods ended March 31, 2008 and 2007
            F-3Unaudited
                Condensed Consolidated Statements of Cash Flows for the three-month
                periods ended March 31, 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
            10**Item
                6.**
            Exhibits
            10







**PART
        I - FINANCIAL INFORMATION**
 
 **BroadWebAsia,
        Inc.**
 
 **Unaudited** **Consolidated Balance Sheets**
 (In
        U.S.
        dollars)
 Note
                
                As
                    of,March
                    31,
                
                December
                    31,2008
                
                2007AssetsCurrent
                    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
                
                
                7
                
                
                582,795
                
                
                588,424Deferred
                    Expenses
                
                
                
                
                
                1,253,627
                
                
                1,093,377Total
                    assets
                
                
                
                
                $
                2,052,376
                
                $
                1,995,133Liabilities
                    and shareholders' deficitCurrent
                    liabilities:Short-term
                    loans
                
                2
                
                $
                1,792,793
                
                $
                1,352,892Amount
                    due to stockholders
                
                3
                
                
                4,847,496
                
                
                4,508,492Amount
                    due to related parties
                
                
                
                
                
                40,710
                
                
                35,653Other
                    payables and accrued expenses
                
                
                
                
                
                1,626,727
                
                
                1,425,495Total
                    currentliabilities
                
                
                
                
                
                8,307,726
                
                
                7,322,532Long-term
                    warrant liabilities
                
                
                
                
                
                3,079,316
                
                
                389,846Total
                    liabilities
                
                
                
                
                $
                11,387,042
                
                $
                7,712,378**Commitments
                    and Contingencies**
                
                4Shareholders'
                    deficit:Ordinary
                    shares:
                    par
                    value $0.001 per share;Issued
                    and outstanding83,112,381
                
                5
                
                
                83,112
                
                
                81,132Additional
                    paid-in capital
                
                5
                
                
                1,980,122
                
                
                641,133Accumulated
                    deficit
                
                5
                
                
                (11,425,684
                )
                
                (6,475,528
                )Accumulated
                    other comprehensive income
                
                
                
                
                
                27,784
                
                
                36,018Total
                    shareholders' deficit
                
                
                
                
                $
                (9,334,666
                )
                $
                (5,717,245
                )Total
                    liabilities and shareholders' deficit
                
                
                
                
                $
                2,052,376
                
                $
                1,995,133
  The
        accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 F-1
  **BroadWebAsia,
          Inc.**
 
 **Unaudited** **Consolidated Statements of Operations**
 (In
          U.S.
          dollars)
  For
                    the three months endedMarch
                    31,
                
                March
                    31,2008
                
                2007Net
                    revenues
                
                $
                130
                
                $
                169Cost
                    of revenues
                
                
                -
                
                
                -Gross
                    profit
                
                
                130
                
                
                169ExpensesSelling
                    and marketing expenses
                
                
                (2,609
                )
                
                (17,173
                )General
                    and administrative expenses
                
                
                (1,602,241
                )
                
                (298,171
                )Research
                    and Development expenses
                
                
                (420,000
                )
                
                (900,000
                )Total
                    operating expenses
                
                
                (2,024,850
                )
                
                (1,215,344
                )Operating
                    Loss
                
                
                (2,024,720
                )
                
                (1,215,175
                )Loss
                    from equity investee
                
                
                (28,993
                )
                
                -Interest
                    expense
                
                
                (2,896,443
                )
                
                -Loss
                    before income taxes and minority interests
                
                
                (4,950,156
                )
                
                (1,215,175
                )Income
                    taxes
                
                
                -
                
                
                -Loss
                    before minority interests
                
                
                (4,950,156
                )
                
                (1,215,175
                )Minority
                    interests
                
                
                -
                
                
                4,852Net
                    loss
                
                $
                (4,950,156
                )
                $
                (1,210,323
                )Loss
                    per share, basic and diluted
                
                $
                (0.06
                )
                $
                (0.02
                )Weighted
                    average shares
                    used in computationBasic
                
                
                82,195,270
                
                
                80,609,252Diluted
                
                
                82,195,270
                
                
                80,609,252
  
 The
        accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
 F-2
 **BroadWebAsia,
        Inc.**
  **Unaudited** **Consolidated Statements of Shareholders’**
 **Deficit
        and Comprehensive Income**
 (In
        U.S.
        dollars except shares and share data unless otherwise notes)
 Additional
                
                
                
                Accumulated
                    other
                
                TotalOrdinary
                    Shares
                
                
                
                Paid-in
                
                Retained
                
                comprehensive
                
                shareholders’Shares
                
                Amount
                
                Capital
                
                earnings
                
                income
                    (loss)
                
                deficitBalance
                    as of January 1, 2008
                
                
                81,131,688
                
                $
                81,132
                
                $
                641,133
                
                $
                (6,475,528
                )
                $
                36,018
                
                $
                (5,717,245
                )Issuance
                    of ordinary shares in connection withAcquisition
                    of net asset
                
                
                3,800,000
                
                
                3,800
                
                
                6,787
                
                
                -
                
                
                -
                
                
                10,587Cancellation
                    of shares
                
                
                (2,000,000
                )
                
                (2,000
                )
                
                (8,587
                )
                
                -
                
                
                -
                
                
                (10,587
                )Grant
                    of restricted stock
                
                
                155,693
                
                
                156
                
                
                3,726
                
                
                -
                
                
                -
                
                
                3,882Grant
                    of options
                
                
                25,000
                
                
                25
                
                
                1,337,062
                
                
                -
                
                
                -
                
                
                1,337,087Foreign
                    currency translation adjustment
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (8,234
                )
                
                (8,234
                )Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                (4,950,156
                )
                
                -
                
                
                (4,950,156
                )Comprehensive
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (4,958,390
                )Balance
                    as ofMarch
                    31, 2008
                
                
                83,112,381
                
                $
                83,112
                
                $
                1,980,122
                
                $
                (11,425,684
                )
                $
                27,784
                
                $
                (9,334,666
                )
 
 The
        accompanying notes are an integral part of these unaudited consolidated financial statements
 
 F-3
  **BroadWebAsia,
            Inc.**
 
 **Unaudited** **Consolidated Statements of Cash Flows**
 (In
            U.S.
            dollars except shares and share data unless otherwise notes)
  For
                    the Three Months EndedMarch
                    31,
                
                March
                    31,2008
                
                2007**Cash
                    flow from operating activities**:**Net
                    cash used in operating activities**
                
                $
                (592,839
                )
                $
                (1,115,298
                )**Cash
                    flows from investing activities**:Payments
                    to acquire property and equipment
                
                
                (907
                )
                
                (192
                )Payments
                    to acquire equity investee.
                
                
                -
                
                
                (300,000
                )**Net
                    cash used in investing activities**
                
                
                (907
                )
                
                (300,192
                )**Cash
                    flows from financing activities**:Increase
                    in short-term loan
                
                
                300,000
                
                
                -Amount
                    due to stockholders
                
                
                298,072
                
                
                1,280,330Amount
                    due to related parties
                
                
                -
                
                
                46,741**Net
                    cash provided by financing activities**
                
                
                598,072
                
                
                1,327,071Net
                    increase in cash and cash equivalents
                
                
                4,326
                
                
                (88,419
                )Effect
                    of exchange rate changes on cash and cash equivalents
                
                
                (31,597
                )
                
                (4,382
                )Cash
                    and cash equivalents, beginning of year
                
                
                42,444
                
                
                164,683Cash
                    and cash equivalents,
                    end of year
                
                $
                15,173
                
                $
                71,882
 
 The
        accompanying notes are an integral part of these unaudited consolidated
        financial statements.
 
 F-4
 **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
 
 **NOTE
        1- ORGANIZATION AND PRINCIP** **AL
        BUSINESS ACTIVITIES, GOING CONCERN AND MANAGEMENT’S PLANS**
 
 ***Organization,
        principal business activities and basis of
        presentation***
 
 On
        February 12, 2008, World of Tea Inc. (“Holdings”) issued
        83,000,000 shares to
        BroadWebAsia, Inc., a British Virgin Islands company
        (“BroadWebAsia”) in
        exchange of 11,495,000 common shares of BroadWebAsia ,
        which
        were all issued and outstanding shares of BroadWebAsia immediately prior to the Share Exchange. The effective share exchange ratio
        was
        at 7.22053066550674.
        Such share exchange caused BroadWebAsia to become a wholly owned subsidiary
        of
        Holdings. Subsequently, the 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. Earnings per share for the periods
        prior to the Share Exchange are restated to reflect the equivalent number
        of
        shares outstanding. The registrant is referred to as the “Company”.
 
 For
        all
        warrants and options issued by BroadWebAsia prior to the Share Exchange,
        the
        exercise price and number of share 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 WOT, in exchange for cancellation of an aggregate of 2,000,000 shares
        of the
        Company held by such persons (“Split-Off”), which left 1,800,000 shares of the
        Company held by such person.
 
 The
        Company, together with its subsidiaries, BBMao, Inc. (“BBMao”), Accumo HK Ltd.
        (“Accumo HK”), BBMao Network Technology Co., Ltd. (“BBMao Beijing”), BWA
        (Shanghai), Co., Ltd. (“BWA Shanghai”) and its joint venture, Shangdong Yinguang
        Network Technology Co., Ltd. (“Shangdong Yinguang”), are collectively referred
        to as the “Group”.
 
 BWA
        is a
        holding company whose primary business operations are conducted through in
        the
        PRC through BBMao Beijing and Shandong Yinguang. 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 Shandong Yinguang and BBMao
        Beijing.
  F-5
  **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
 **NOTE
        1- ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES, GOING CONCERN AND
        MANAGEMENT’S PLANS (Cont’d)**
 
 ***Organization,
        principal business activities and basis of presentation (Cont’d)***
 
 The
        Share
        Exchange is being accounted for as a reverse acquisition and recapitalization
        which results in the Company being the acquiror for accounting purposes and
        Holdings to be the acquired company. Accordingly, the Company’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 the
        Company is carried forward after the acquisition and operations reported
        for
        periods prior to the Share Exchange are those of the Company. Earnings per
        share
        for the periods prior to the Share Exchange are restated to reflect the
        equivalent number of shares outstanding.
  *Basis
        of Presentation*
 
 The
        accompanying financial statements as of March 31, 2008 and for the three
        months
        ended March 31, 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 March
        31,
        2008, its results of operations and its cash flows for the three months ended
        March 31, 2008 and 2007 have been made. The results of operations for the
        three
        months ended March 31, 2008 are not necessarily indicative of the operating
        results for the full year.
 
 ***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 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.
  F-6
 **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
 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 Group’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***
  We
          assess
          the carrying value of our goodwill on an annual basis and when factors
          are
          present that indicate impairment may have occurred. We amortize our intangibles
          with definite life and assess their carrying values when factors are present
          that indicate impairment may have occurred. We determine 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 our
          subsidiary, BBMao Network Technology Co., Ltd.
  ***Fair
          value measurements***
 
 On
        January 1, 2008, the Company adopted Statement of Financial Accounting
        Standards No. 157, “Fair Value Measurements,” (or SFAS 157) for financial
        assets and liabilities. As permitted by FASB Staff Position No. FAS 157-2,
“Effective Date of FASB Statement No 157,” the Company elected to defer the
        adoption of SFAS 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 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 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. SAB 110 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 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 110.
  F-7
 **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
 ***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 Statement of Financial Accounting Standards 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 three months
        ended March 31, 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.
  
 ***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 March 31, 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, and a shareholders’ deficit of $ 9,334,666 and $ 5,577,173,
        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.
 
 Management
        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. Through
        May 19, 2008, the Company has issued debt and equity securities and received
        net
        cash proceeds of $ .The Short-term loans with Lakewood Group, LLC and Europlay,
        in the principal amounts of $ 750,000 and $ 600,000 respectively, plus interest,
        were fully paid in April, 2008 by the Company. The
        Majority stockholder has also offered to provide up to $ 500,000 in additional
        working capital to Company from the proceeds of anticipated sales of pledged
        securities, 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.
  F-8
 **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
 **NOTE
        2- NOTES RECEIVABLE**
 **As
                  of March 31****2008**Note
                  A - Interest stated at 7.75% per annum
              
              $
              1,150,000Note
                  B- Interest stated at 7.50% per annum
              
              
              220,000Note
                  C- Interest stated at 7.25% per annum
              
              
              460,000Note
                  D- Interest stated at 7.75% per annum
              
              
              120,000Note
                  E- Interest stated at 7.75% per annum
              
              
              436,000Note
                  F- Interest stated at 7.50% per annum
              
              
              50,000Note
                  G- Interest stated at 7.50% per annum
              
              
              677,000Note
                  H- Interest stated at 7.25% per annum
              
              
              390.000Note
                  I- Interest stated at 7.75% per annum
              
              
              50,000Note
                  J- Interest free
              
              
              150,000Total
              
              $
              3,508,000
 
 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.
 
 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 note yields interest at
        7.75%
        per annum, accrued from the commencement date of the loan contracts until
        the
        outstanding principlal amounts are 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 principle 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 fully outstanding in default
        as
        of March, 31 2008. The notes of $300,000 and $350,000 are due immediately
        after
        the Note A payor received $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 ordinary shares at per share
        price based on pre-money valuation of the Note A payor.
 
 Note
        A -
        In November 2007, the Company extended the maturity date for the note totaling
        $300,000 for one year. The unpaid and unrecorded interest for Note A was
        $94,602 at March, 31 2008. As of March, 31 2008, the principal amount due
        was
        $500,000. The Company has not selected any conversion options and no automatic
        conversion options are in effect.
 
 Note
        B -
        In September and October, 2007, the Company entered into two convertible
        not
        contracts with an unrelated third party (“Note B payor”) for $110,000 and
        $110,000, respectively. The note yield interest at 7.50% per annum accrued
        from
        the commencement date of the contracted loans until the outstanding principles
        are paid in full or the loans are converted. The notes are due immediately
        after
        Note B payor received $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 ordinary shares at per share price
        based on pre-money valuation of the Note A 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 A
        payor
        to be issued to the Company. The unpaid and unrecorded interest for the entire
        note was $7,562 at March, 31 2008. The Financing Transaction has not yet
        been
        initiated.
  F-9
 **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
 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 loans until the outstanding
        principals are paid in full or the loans are converted. The notes are due
        immediately after the Note C payor received $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 ordinary
        shares at per share price based on pre-money valuation of the Note C payor.
        In
        the event that the financing transactions (the “Financing Transaction”)
        contemplated under the certain 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
        unrecorded interest for the entire note was $7,487 at March, 31 2008. The
        Financing Transaction has not yet been initiated.
 
 Note
        D -
        In January and April, 2007, the Company entered into two separate loan
        agreements with an unrelated third party (“Note D payor”) for $100,000 and
        $20,000, respectively. The loans 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 were received by the unrelated third party.
        If
        within the 6 months of the notes due date, the Company enters into an Equity
        Acquisition Agreement with the Note B payor, the Company had the option of
        converting the loans into first installment of its investment. 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 loans are
        converted. Under the Loan Contracts, overdue repayments are subjected liquidated
        damages amounting to 0.03% of the overdue amount for every day of overdue
        repayment. If the loan sum of $100,000 remained outstanding 180 days after
        due
        date, the Company was to receive 7.5% of equity, and if the loan sum of $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 not selected any conversion
        options
        and no automatic conversion options are in effect.
 
 In
        October, 2007, the Company agreed to extend the maturity date of the loans
        to
        November 8, 2007. At March, 31 2008, the unpaid and unrecorded interest was
        $20,720. As of March, 31 2008, the Company has not entered into an Equity
        Acquisition Agreement and the loans are outstanding. Per terms of the Loan
        Contracts, the loan sum of $20,000 is 30 days past due and the Company is
        entitled to receive 5% of the equity in the Note B payor.
 
 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
        loan
        was 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 $800,000.00 (the “Preferred
        Financing”). If and when the Company choose conversion of the notes and
        interests into Preferred Stock, the Company has the option of (a) 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.
  F-10
 **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
 At
        March,
        31 2008, the unpaid and unrecorded interest amounted to $26,046. As of March,
        31
        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.
 
 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 notes yield interest at
        7.50% per annum, accrued from the commencement date of the loan contract
        and was
        due on November 8, 2007. The loan is collateralized with 1,800 shares of
        Note F
        payor’s capital stock 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 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 in at least $800,000.00 (the
        “Preferred Financing”). If and when the Company chooses conversion of the notes
        and interests into Preferred Stock, the Company has the option of (a) a
        conversion price equal to the price per share paid and the same terms and
        conditions as other investors in Preferred Financing, or (b) 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 unrecorded interest amounted to $2,063. As of March,
        31
        2008, the Company has not converted any outstanding principal or accrued
        interest to into equity. The entire loan amount of $55,000 is outstanding
        and
        due as of the balance sheet date.
 
 
 Note
        G -
        In October to December 2007, the Company entered into six separate loan
        agreements with an unrelated third party totaling of $477,000. The notes
        yields
        interest at 7.50% per annum and were due on various dates through December
        31,
        2007. At March, 31 2008, the unpaid and unrecorded interest was $10,126.
 
 Note
        H-
        In December 2007 and January through March, 2008, the Company entered into
        six
        loan agreement with an unrelated third party in the amounts of $80,000, $92,000,
        $24,000, $90,000, $34,000 and $70,000. The note yields interest at 7.25%
        per
        annum. At March, 31 2008, the unpaid and unrecorded accrued interest was
        $3,800.
 
 Note
        I -
        In June, 2007, the Company entered into a note receivable with an unrelated
        third party (“Note I payor”) in the amount of $50,000. The loan 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 yield interest at 7.75% per annum, and is collateralized with 20%
        of
        the Note I payor’s capital stock. The note receivable 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 existed as of the note’s due date,
        the Company is entitled to collection of the principal and any accrued and
        unpaid interest with 15 days thereafter due date. If the loans remained 180
        days
        past due, the Company has the option to convert the note into 20% of the
        company’s total issued and outstanding capital stock.
  F-11
 **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
 At
        March,
        31 2008, the unpaid and unrecorded interest amounted to $2,942. As of March,
        31
        2008, the Company has not entered into an Equity Acquisition Agreement with
        the
        Note I payor and the note principle and unpaid interests are due at the balance
        sheet date.
 
 Note
        J -
        In December 2007, the Company entered into a note receivable 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’s five shareholders,
        totaling 100% of the Note J payor company. 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 principals or accrued interest
        into shares of the Note I payor’s preferred equity securities and the note
        remains outstanding as of May 19, 2008.
 
 
 **NOTE
        3- SHORT TERM LOANS**
 
 **Creditor**
              **Date**
              **Principal**
              **Interest**
              **Unamortized
                  discount**
              **Total**(i)Lakewood
                  Group, LLC
              September
                  12, 2007
              $
                  750,000
              $
                  60,985
              
              $
                  810,985(ii)J.M.
                  Mallick Revocable Trust
              September
                  19 2007
              50,000
              1,725
              (9,016)
              42,709(iii)Europlay
                  Capital
              December
                  19, 2007
              600,000
              34,216
              
              634,216(iv)Various
                  lenders under a note purchase agreement
              February
                  15, 2008
              300,000
              4,883
              
              304,883Total
              
              $
                  1,700,000
              $
                  101,809
              $
                  (9,016)
              $
                  1,792,793
 
 (i)
        On
        September 12, 2007, BroadWebAsia 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 has a maturity date of the earlier of (i) September 12, 2008 and
        (ii)
        the occurrence of any financing or series of such financings with an aggregate
        gross proceeds, directly or indirectly, to BWA in excess of $750,000 (“the
        Triggering Financing”).  However, in an event of default the principal and
        unpaid interest on the Lakewood Note will bear interest of 25% or the maximum
        rate authorized by applicable law.  In connection with advance of funds
        under the Lakewood Note, BWA 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 owned
        and
        controlled by Mr. Greenspan, (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 BroadWebAsia and Lakewood unconditionally and irrevocably pledging
        all
        its assets as collateral for the Lakewood Note, and (vi) a five-year warrant
        for
        the purchase of such number of BroadWebAsia shares that are equal to $750,000
        divided by an amount equal to 75% of the per share price received in the
        Triggering Financing.  At March 31, 2008 and December 31, 2007, principle
        and interest due under the Lakewood note was $800,250 and $766,500,
        respectively. 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. The entire amount and accrued interest and fees of $810,984
        were fully paid **.** 0n April
        2, 2008l 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.
  F-12
 **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
 (ii)
        On
        September 19, 2007, BroadWebAsia 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 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. 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 are 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 for
        the
        period ended March 31, 2008 amounted to $ 9,016 .
 
 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 The J.M.
        Mallick Revocable Trust Dated Aug 26, 1987. As of May 19, 2008, these shares
        have not been issued. In conjunction with this agreement, The J.M. Mallick
        Revocable Trust Dated Aug 26, 1987 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.
  (iii) On
        December 5, 2007, BroadWebAsia 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 are 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 date
        the
        Lakewood Note is paid in full.  However, in an event of default the
        principal and unpaid interest on the Europlay Note will 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 our
        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., a company owned and controlled by Mr. Greenspan, (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 BroadWebAsia
        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 BroadWebAsia 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 due under the Europlay
        Note was $634,216
 
 F-13
 **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
 Europlay
        Capital Advisors, LLC (the "Junior Lender") notified the Company by letter
        received by the Company on March 12, 2008 of a possible default under its
        $600,000 junior secured note dated December 5, 2007. The entire 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 principal plus accrued interest
        of 10% per annum, or the highest rate permitted by applicable law, is due
        and
        payable on August 13, 2008. At March 31, 2008, principal and interest due
        was
        totally $304,883.
 
 The
        holders of Lakewood Note, Greenspan Note and Malick Note received warrants
        (“Lakewood Warrant, Greenspan Warrant and Malick Warrant”, respectively)
        exercisable to purchase the Company’s common shares up to an aggregate amount of
        $850,000. The exercise price is 75% of the per share price received in any
        financing or series of such financings with aggregate gross proceeds in excess
        of $750,000 (“Triggering Financing”).
 
 The
        holder of Europlay Note received warrants (“Europlay Warrant”) exercisable to
        purchase the Company’s common shares up to an aggregate amount of $300,000. The
        exercise price is 100% of the per share price received in Triggering
        Financing.
 
 Lakewood
        Warrant, Greenspan Warrant, Malick Warrant and Europlay Warrants (jointly
        “Warrants”) have a five year term. The expected exercise price, as of March 31,
        2008, was between $0.88 and $1.00.
 
 The
        warrants are accounted as long-term liabilities under SFAS 150 “ *Accounting
        for Certain Financial Instruments with Characteristics of both Liabilities
        and
        Equity”.* Accordingly,
        we recorded Warrant liabilities at their fair value of $428,202 with a
        corresponding entry to debt discount. The fair value of the derivative liability
        for the 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 Notes. As of March 31, 2008 the unamortized balance of the
        warrant discount was $18,283.
 
 For
        the
        three months ended March 31, 2008, the Company amortized $69,674 of debt
        discount associated with the Warrants. This amount is included in interest
        expense in the accompanying statements of income.
 
 On
        March 31, 2008, the fair value of warrant liabilities was calculated using
        the Black-Scholes option pricing model. The fair value of warrants at
        March 31, 2008 was $3,079,316 in aggregate. Consequently the Company
        recognized an interest expense on warrant liability totaling $2,689,470 for
        the
        three months ended March 31, 2008.
  F-14
 **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
  **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 March 31, 2008 and December 31, 2007, amounts owed to
        Mr.
        Greenspan were approximately $ 4,503,143 and $ 4,164,059, respectively. 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. The
        Grid and Convertible 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 Notes
        remained outstanding and the Note’s interest rate will be revised every six
        months beginning on January 1, 2008.
 Principal
        and accrued interest on the Notes 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 private equity financing. The excess of
        funds
        for working capital over the notes payable was capitalized as Additional
        Paid in
        Capital in December 2007.
 
 **NOTE
        4 AMOUNT DUE TO RELATED PARTY**
 
 On
        September 14, 2007, BroadWebAsia 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 note 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, the Company 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
        Triggering Financing. At March 31, 2008 and December 31, 2007, principal
        and
        interest due under the Greenspan note was $ 49,977 and $ 50,000,
        respectively.
 
 F-15
 **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
 From
        January 1, 2008 to March 31, 2008, Mr. Greenspan continued to advance the
        Company various amounts of funds for working capital. On March 31, 2008,
        the
        principal amount owed Mr. Greenspan in connection with the “grid” promissory
        note dated December 7, 2007 had increased to approximately $4,000,000.
 
 On
        April
        15, 2008, Mr. Brad Greenspan advanced the Company an additional $1,300,000
        to
        HupoTV for registered capital. 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- 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
        March 31, 2008, the Company had two non-cancelable operating leases for its
        offices. The leases will expire between 2008 and 2009. At March 31, 2008,
        minimum future payments under these agreements, are as follows:
 
 **Year
                  ending December 31**2008
              
              $
              68,4102009
              
              
              36,252Total
              
              $
              104,662
 
 Rental
        expense was $17,759 for the three months ended March 31, 2008.
 
 ***Contingencies***
 
 The
        Group
        is subject to claims and assessments from time to time in the ordinary course
        of
        business. The Group’s management does not believe that any of these matters,
        individually or in the aggregate, will have a materially adverse effect on
        the
        Group’s business, financial condition or result of operations, and thus no
        amounts were accrued for these exposures at March 31, 2008.
  F-16
 **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
 **NOTE
        6- SHAREHOLDERS’ EQUITY**
 
 ***Executive
        Stock Options***
 In
        November 2007, the Company granted 4,996,600 stock options (“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. 110,387 options vested upon
        grant,
        217,461and 518,752 options vest ratably over three and fours year respectively.
        The remaining 4,148,484 Options vest 25% on October 1, 2008 and then vest
        ratably in following 3 years.
 
 The
        executive stock options are accounted in accordance with FAS 123 (R) Share-based
        payment. The fair value of the executive stock options, less expected
        forfeitures, is recognized as compensation cost over the award’s respective
        vesting period on a straight-line basis. The amount of compensation cost
        for
        stock option is measured based on the fair value, as determined by the
        Black-Scholes option pricing model, on the grant date that the share-based
        awards are granted and adjusted for the estimated number of awards that expected
        to vest.
 
 On
        the
        date of grant, the weighted fair value of the stock options was US$0.34 per
        share. The weighted assumptions used to determine the fair value of stock
        options granted in November 2007 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
        March
        31, 2008 was calculated based on the latest trading price of the Company’s
        ordinary shares on March 31, 2008 of $2.60 per share. The Company has recorded
        $118,504 compensation expense of executive options in the three months ending
        March 31, 2008.
 
 ***Consultant
        Stock Options***
 
 In
        February 2008, the Company granted 332,000 options to a management consultant
        (“2008 management consultant options”). These options were fully vested upon
        grant and were subject to the same terms as the 2007 management consultant
        options.
 
 The
        Company accounted the consultant stock options in accordance with FAS 123(R)
        Share-Based Payment and EITF 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
        value of the management consultant options is recognized as general and
        administrative expense upon grant. The expense
        amount for stock option is measured based on the fair value, as determined
        by
        the Black-Scholes option pricing model, on the grant date that the share-based
        awards are 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 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.
  F-17
 **BroadWebAsia,
          Inc.**
 
 **Notes
          to the Unaudited Consolidated Financial Statements**
 **For
          the Three Months** **Ended March 31, 2008**
 **(In
          U.S. dollars)**
 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 management
        consultant options are: expected volatility of 60%, expected dividend yield
        of
        0%, risk-free interest rate of 2.71% and an expected life of 4.87
        years.
 
 The
        Company recognizes 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.
        Changes in fair values between reporting dates is recorded as expense for
        the
        period.
 
 The
        fair
        value of the technical consultant options, as of March 31, 2008 using the
        Black-Scholes option pricing model was U$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 of 0%, risk-free interest rate of
        2.60%
        and an expected life of 5.67 years.
 
 The
        Company recorded compensation expense of US$ 1,153,618
        for the three months ended March 31, 2008 in respect of the consultant options
        granted in 2007 and 2008.
 
 ***Issuance
        of Ordinary Shares***
 
 In
        February 2008, the
        Company granted 25,000 ordinary shares to a finder who facilitated the reverse
        merger. The grant was accounted at the fair value of US$2.60 per share and
        was
        charged to the earnings.
 **Note
          7 - INVESTMENT IN Shandong Yinguang:**
  At
          March
          31, 2008, the Company's investment in Shandong Yinguang Network Technology
          Co.,
          Ltd. (“Shandong Yinguang”) is $582,795. The Company's proportionate (loss)
          income was $(28,993) and $nil for the three months ended March 31, 2008 and
          2007, respectively. Financial information of Shandong Yinguang as of March
          31,
          2008 and  2007, and for the three months ended March 31, 2008 and 2007
 is as
          follows:
  **As
                    of and for the three months ended**
                
                **As
                    of and for the period from February 13, 2007 to****March
                    31, 2008**
                
                **March
                    31, 2007**Revenues
                
                
                87,076
                
                
                NilGross
                    margin
                
                
                56,787
                
                
                NilNet
                    loss
                
                $
                (57,986
                )
                $
                Nil
  F-18




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




*This
      discussion should be read in conjunction with our unaudited 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 Annual Report for the year ended December 31, 2007 on Form 10-KSB
      and
      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 Annual Report for the year ended December
      31,
      2007 on Form 10-KSB and 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, and our equity joint venture 9E3 JV.  Through our subsidiaries
      and our commercial agreements with Chinese companies that provide Internet
      services in China, we operate two Chinese language websites engaged in social
      and community media and search services (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 9e3.com,
      a
      social and community media website focused on the 13-30 year old demographic
      in
      China, and bbmao.com, a website focused on delivering Meta and social search
      results to Chinese Internet users.




The
      BroadWebAsia Websites reach over 30 million unique visitors per month and
      generates over 100 million page views per month.  The BroadWebAsia Websites
      are focused on growing user traffic and exploiting opportunities that Web 2.0
      applications and services offer. Web 2.0 is the term used to describe the second
      generation of web-based communities and hosted services, such as
      social-networking sites, which aim to facilitate creativity, community,
      collaboration and sharing between users.  Although the term suggests a new
      version of the World Wide Web, it does not refer to an update to any technical
      specifications, but to changes in the ways software developers and end-users
      use
      the Internet. We plan to grow our business organically and through acquisitions
      with other Internet companies in the PRC that compliment our existing
      websites.






1




*Social
      and Community Media Website*




Our
      social and community website, 9e3.com, is a popular Chinese social networking
      website with 15 million unique visitors and 100 million page views per month.
      Its users access multiple community-oriented services including entertainment
      content, online casual games, beauty and health, blogs, anime and social and
      community profiles for storing and sharing. 9e3.com's intelligent content
      submission process has resulted in a large and diverse library of high quality
      user-generated content.  Consequently, it attracts a high number of
      viewers, many of whom become content creators.  This organic growth
      strategy has enabled 9e3.com to attract and sustain high levels of loyal
      visitors.  Each sub-community is built around social and community
      functionality, which helps friendships and business networks to form and grow.




*Search
      Website*




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.




**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.




**Three
                Months Ended**
              **March
                31****2008**
            
            **2007**Sales
                revenue
            
            $
            130
            
            $
            169
            
            $Cost
                of sales
            
            
            -
            
            
            -Gross
                profit
            
            
            130
            
            
            169ExpensesAdministrative
                expenses
            
            
            (1,597,730
            )
            
            (295,183
            )Amortization
                and depreciation
            
            
            (4,532
            )
            
            (2,988
            )Selling
                expenses
            
            
            (2,609
            )
            
            (17,173
            )Research
                and Development Expenses
            
            
            (420,000
            )
            
            (900,000
            )Total
                expenses
            
            
            (2,024,871
            )
            
            (1,215,344
            )Loss
                from equity invested
            
            
            (28,993
            )
            
            -Interest
                expense
            
            
            (2,896,443
            )
            
            -Loss
                before income taxes
            
            
            (4,950,156
            )
            
            (1,215,175
            )Minority
                interests
            
            
            -
            
            
            4,852Net
                loss
            
            
            (4,950,156
            )
            
            (1,210,323
            )




2




**Comparison
      of the three months ended March 31, 2008 and March 31,
      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 decreased $39, to $130 for the three month period ended March 31, 2008,
      compared to the three month period ended March 31, 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 $39 to $130 for the three month
      period ended March 31, 2008 from approximately $169 for three month period
      ended
      March 31, 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 $1,304,091, or 437.36%, to $1,602,262,
      including amortization and depreciation expense, for the three month period
      ended March 31, 2008 from approximately $298,171 for the three month period
      ended March 31, 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 increased $14,564, or 558% to $17,713 for the three month period ended
      March 31, 2008 from $2,609 for the three month period ended March 31, 2007.
       As a percentage of sales revenue, our selling expenses are not meaningful
      due to the Company's minimal operations during the periods
      presented.




3




*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 expensed
      these notes receivable following the accounting prescribed by Statement of
      Financial Accounting Standards No. 68, Research and Development Arrangements.
      The Company’s research and development expenses decreased $480,000, or 53.33% to
      $420,000 for the three month period ended March 31, 2008 from $900,000 for
      the
      three month period ended March 31, 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.




*Total
      Expenses.* Our
      total expenses increased $809,527 or 66.61%, to $2,024,871 for the three month
      period ended March 31, 2008 from $1,215,344 for the three month period ended
      March 31, 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 $3,734,981, or 307.36%, to $4,950,156
      during the three month period ended March 31, 2008 from $1,215,175 during the
      three month period ended March 31, 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 $3,739,833, or 308.99%, to $4,950,156 during the three month
      period ended March 31, 2008 from $1,210,323 during the three month period ended
      March 31, 2007, as a result of the factors described above.




**Liquidity
      and Capital Resources**




As
      of
      March 31, 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 thousands of U.S. dollars)




**Three
                Months Ended****March
                31, 2008**
            
            **March
                31, 2007**Net
                cash provided by (used in) operating activities
            
            
            (592,839
            )
            
            (1,115,298
            )Net
                cash provided by (used in) investing activities
            
            
            (907
            )
            
            (300,192
            )Net
                cash provided by (used in) financing activities
            
            
            598,072
            
            
            1,327,071Effect
                of foreign currency translation on cash and cash
                equivalents
            
            
            (31,597
            )
            
            (4,382
            )Net
                cash flow
            
            
            (27,271
            )
            
            (92,801
            )







4




**Operating
      Activities**




Net
      cash
      used in operating activities was $592,839 for the three month ended March 31,
      2008, which is a decrease of $522,459 or 46.84% from the $1,115,298 net cash
      used in operating activities for the three month period ended March 31, 2007.
       The increase of net cash used in operating activities was mainly due to
      increase in the business plan development, developing a corporate structure,
      and
      expenses incurred toward establishing operations, offset by decreases in amounts
      due to related companies.




**Investing
      Activities**




Our
      main
      uses of cash for investing activities have been purchases of intangible assets
      and fixed assets.




Net
      cash
      used in investing activities in the three month period ended March 31, 2008
      was
      $907 which is a decrease of $299,285, or 99.69% from net cash used in investing
      activities of $300,192 in the three month period ended March 31, 2007.  The
      increase was due to expansion of business, including purchases of intangible
      and
      fixed assets.




**Financing
      Activities**




Net
      cash
      provided by financing activities in the three month period ended March 31,
      2008
      totaled $598,072, which is an decrease of $728,999, or 54.93%, from net cash
      used in financing activities of $1,327,071 in the three month period ended
      March
      31, 2007.  The increase in net cash is attributable to related party loans
      from our principal shareholder.  Our debt to equity ratio was 2.4:1 as of
      March 31, 2008 and is not indicative of our financing plans under our business
      plan.




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 May 19,
      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%
            $300,000**Total**
            
            
            
            
            **$400,000**






5




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:




•  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
      sells 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.




6




•  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 $5,000,000.
       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.





•  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 $634,218 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 $1,300,000 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.




**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:






7




**Research
      and Development**




Research
      and development costs are expensed as incurred. The Company has entered into
      arrangements with potential target acquisitions, providing funding in the form
      of notes, in which our research and development activities are partially being
      conducted by the potential acquirees. Amounts funded under these notes are
      accounted for by applying the provisions of Statements of Financial Accounting
      Standards (SFAS) No. 68, Research and Development Arrangements and expensed
      in
      the period which the funding occurred. The Company recorded $420,000 in research
      and development expenses relating to these notes receivable during the three
      months ended March 31, 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.





**•**  **Consolidation
      of Variable Interest Entities:** PRC
      law currently limits foreign ownership of companies that provide Internet
      content and advertising services.  To comply with these foreign ownership
      restrictions, we operate our websites in China through our indirect subsidiaries
      BWA Shanghai and 9E3 JV.  We have commercial arrangements with Local
      Enterprises and their shareholders pursuant to which we provide
      technology-consulting services and license certain software products and
      registered domain names and trademarks. Through these commercial arrangements,
      we also have the ability to substantially influence the Local Enterprises'
      daily
      operations and financial affairs, appoint their senior executives and approve
      all matters requiring shareholder approval.  As a result of these
      commercial arrangements, which enable us to control the Local Enterprises,
      we
      are considered the primary beneficiary of the Local Enterprises.
 Accordingly, we regard each Local Enterprise as a Variable Interest Entity
      under FASB Interpretation No. 46R, "Consolidation of Variable Interest Entities,
      an Interpretation of ARB No. 51," or FIN 46R, and consolidate its results,
      assets and liabilities in our financial statements.




**•**  **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 March 31, 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.





**PART
      II**


**OTHER
      INFORMATION**





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





As
      of
      February 12, 2008 the Company issued Joseph Abrams 50,000 shares of common
      stock
      par value $0.001 as consideration for his investment of $50,000 in the form
      of a
      promissory note dated February 15, 2008 between Mr. Abrams and BroadWebAsia,
      Inc. (f/k/a World of Tea Inc.) Mr. Abrams is an “accredited investor” and the
      common stock was issued in reliance on the exemption from registration afforded
      by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities
      Act
      of 1933, as amended.





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 The J.M.
      Mallick Revocable Trust Dated Aug 26, 1987. As of May 19, 2008, these shares
      have not been issued. In conjunction with this agreement, The J.M. Mallick
      Revocable Trust Dated Aug 26, 1987 was issued 14,205 common stock purchase
      warrants with an exercise price of $1.40. If not earlier exercised, these
      warrants expire on April 2, 2010. The J.M. Mallick Revocable Trust is an
“accredited investor” and the common stock and warrants were issued in reliance
      on the exemption from registration afforded by Rule 506 of Regulation D
      promulgated under Section 4(2) of the Securities Act of 1933, as
      amended.







**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.






9





**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 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 officer, 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.





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 corporations
      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 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)




10




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)






11




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 TeaInc.
                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)







(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.


12








**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:**May
                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)





13


**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)




14




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)




(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.




15