UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

                   For the fiscal year ended December 31, 2004

                                       OR

|_|   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 0-24635

                           --------------------------

                          BONUSAMERICA WORLDWIDE CORP.
                 (Name of Small Business Issuer in Its Charter)

                Nevada                                       75-3026459
     (State or Other Jurisdiction of                       (I.R.S. Employer
      Incorporation or Organization)                     Identification No.)

            834 S. Broadway, 5th Floor, Los Angeles, California 90014
          (Address of Principal Executive Offices, including Zip Code)

                    Issuer's Telephone Number: (213) 243-1505

    Securities registered pursuant to Section 12(b) of the Exchange Act: None

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                         Common Stock ($0.001 par value)

                                (Title of Class)

      Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 |X| No
|_| ]

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|

<PAGE>

      The issuer's revenues for the fiscal year ended December 31, 2004 were
$4,465,534.

      The aggregate market value of the issuer's common stock held by
nonaffiliates of the issuer as of April 12, 2005, when the last sale price of
the issuer's common stock was $0.02 as reported by the OTC Bulletin Board, was
approximately $167,240.

      There were 19,862,000 shares of the issuer's common stock, $0.001 par
value per share, outstanding as of April 12, 2005.

                       DOCUMENTS INCORPORATED BY REFERENCE

      None.

<PAGE>

                          BonusAmerica Worldwide Corp.
                          Annual Report on Form 10-KSB
                      For the Year Ended December 31, 2004

                                      INDEX

<TABLE>
<S>                                                                                                             <C>
PART I............................................................................................................1

   ITEM 1. Description of Business................................................................................1
   ITEM 2. Description of Properties.............................................................................20
   ITEM 3. Legal Proceedings.....................................................................................20
   ITEM 4. Submission of Matters to a Vote of Security Holders...................................................20

PART II..........................................................................................................21

   ITEM 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity
               Securities........................................................................................21
   ITEM 6. Management's Discussion and Analysis or Plan of Operation.............................................21
   ITEM 7. Financial Statements..................................................................................26
   ITEM 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................41
   ITEM 8A.  Controls and Procedures.............................................................................41
   ITEM 8B.  Other Information...................................................................................41

PART III.........................................................................................................41

   ITEM 9. Directors and Executive Officers of the Registrant....................................................41
   ITEM 10. Executive Compensation...............................................................................43
   ITEM 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.......43
   ITEM 12. Certain Relationships and Related Transactions.......................................................44
   ITEM 13. Exhibits and Reports on Form 8-K.....................................................................46
   ITEM 14.  Principal Accountant Fees and Services..............................................................47

SIGNATURES.......................................................................................................48
</TABLE>


                                       i
<PAGE>

                                     PART I

ITEM 1. Description of Business

                           Forward-Looking Statements

This  Annual  Report  and  our  public  documents  to  which  we  refer  contain
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934. In addition, we may make forward-looking statements orally
in the future by or on behalf of the Company.  When used,  the words  "believe,"
"expect," "will," "can,"  "estimate,"  "anticipate" and similar  expressions are
intended to identify forward-looking statements. We caution readers not to place
undue  reliance on any  forward-looking  statements  and to  recognize  that the
statements are not  predictions of actual future  results.  Actual results could
differ materially from those anticipated in the  forward-looking  statements due
to the risks  and  uncertainties  set  forth  herein  under  the  caption  "Risk
Factors," as well as others not now anticipated.

History

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

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

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

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

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

Currently

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


                                       1
<PAGE>

We have  experienced  an overall  increase in revenue  for the 12 months  ending
December  31,2004.  The increase was  primarily  derived from a 295% increase in
revenue from our Media and Advertising division.

We experienced a 26% decrease in revenue from our Online Retailing division. The
decrease was a result of plans to shift our  resources and  management  focus to
our Media and Advertising division.

While revenues and profits have increased over the 12 month period,  we have not
yet  been  able to  raise  the  additional  capital  required  to  execute  many
components of our overall  business plan.  Hence,  significant  planning changes
have been  decided  upon and are at the time of this  Report in the  process  of
being implemented.

Most significant of the aforementioned  planning changes are as follows: 1) move
a portion of our operations to China to benefit from lower  operating  costs, 2)
cut back our Online  Retailing  business and reduce the associated  overhead and
inventory purchasing  accordingly,  3) spread out the rollout of the TradeDragon
international   business-to-business  trade  portal  and  reduce  support  staff
accordingly,   4)  suspend   indefinitely   the  operations  of  our  More2Save,
RateandSave  and  CouponsRewardsSavings  websites  and  reduce  operating  costs
accordingly, and 5) suspend indefinitely any activity related to virtual stores.

Our operations can be divided into two active divisions:

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

      o     Media and  Advertising:  We derive revenue from the rental of e-mail
            and postal  address  lists to  selected  other  marketers,  and from
            selling advertising space on our various Internet marketing portals.
            We  have  suspended  the  operations  of  three  of our  portals  --
            www.More2Save.com,              www.RateandSave.com              and
            www.CouponsRewardsSavings.com   --  until  management  believes  the
            proper  funding is  available  to operate  them  profitably.  In the
            fourth quarter of 2004 we launched  TradeDragon,  our  international
            Business-to-Business trade portal which links member businesses that
            are  interested in developing or expanding  operations in the United
            States and China markets, with complementary members of TradeDragon.
            We  intend  to launch  www.BonusChina.com  an online  entertainment,
            information  and services  portal in China when funding is available
            to do so.

During the first two quarters of 2004 we  transacted  some  wholesale  business.
There  was no  wholesaling  business  in the last two  quarters  of the year and
management does not plan to do any further wholesale business in the future.

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

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


                                       2
<PAGE>

Online Retailing

We established our Online  Retailing  division in 2002 through our  BonusAmerica
web site located at  www.BonusAmerica.com.  The  BonusAmerica  website  offers a
collection of low cost ($9.99 - $99.99) household products, electronics, fashion
accessories,  personal interest items and other general merchandise  directly to
retail and wholesale consumers located in the United States. With special offers
and bonuses,  BonusAmerica attempts to attract potential subscribers to "Opt-In"
to our  database  to  receive  future  offers.  Subscribers  that make an actual
purchase or requested additional information are added to our email database and
our postal database of land addresses.  The typical  BonusAmerica  subscriber is
Web  savvy,  value  minded,  35+ years old with an annual  income  that  exceeds
$40,000.

In  the  fourth  quarter  of  2003,  we  began  marketing  and  selling  general
merchandise  such as consumer  electronics and hardware which are marketed under
the private label "AHNSER."  AHNSER  products are sold through our  BonusAmerica
website to our "Opted-In" consumers.  As of the date of this Report, we have not
derived  significant  revenue from sales of AHNSER products on the  BonusAmerica
website.

We  believe  that  one  of  the  distinguishing   competitive  features  of  our
BonusAmerica  website  is our  Opted-In  database.  We  market  directly  to our
database  of  Opted-In  subscribers,  which  contains  approximately  15 million
Opted-In e-mail addresses and 3 million Opted-In postal addresses.  Our Opted-In
database consists of subscribers and other parties who have voluntarily  elected
to become a BonusAmerica subscriber or to otherwise receive information from us.
We believe that our expertise, experience,  infrastructure and ability to build,
expand and manage a large customer database, as well as the database itself, are
major assets.

We believe that our  BonusAmerica  website  possesses the following  competitive
features,  which enables us to offer the latest  products from overseas to North
American customers at a low price point:

      o     We are able to source  products  directly from the world's  low-cost
            manufacturers  and  offer  them  to our  subscribers  at low  prices
            (usually below $100, free shipping included).
      o     Our products  reach the shelf quickly  because of our direct link to
            our suppliers.
      o     We offer exciting promotions such as a free gift with every order.
      o     We offer a selection of 60-80 items, which are updated constantly.
      o     Operations  and customer  relations are handled by an in-house staff
            with a goal of a 48-hour turnaround.

We were  profitable  in our first two full years of  operations.  For the twelve
month period ended December 31, 2003, we generated revenue of $3,711,074 and net
income of $282,731.  For the twelve month  period  ended  December 31, 2004,  we
generated revenue of $4,465,534 and net income of $473,950. For the twelve month
period ended  December 31, 2004,  our Online  Retailing  division  accounted for
approximately 53% of our total revenue, with retail product sales accounting for
approximately  34% and wholesale  product sales accounting for approximately 19%
of our total  revenue.  Because we have not yet raised  the funds  necessary  to
expand this  business,  we are expecting a reduction in online retail sales over
the next 12 month period.

Media and Advertising Division

In 2003, we began  operations of our online media and  advertising  distribution
network. We generate media and advertising revenue by charging  advertisers for:
(i) distributing their  advertisements on our online shopping and coupon portals
(B2C);  and (ii)  allowing  them to market  directly to our  subscribers  in our
Opted-In  database who have opted to receive offers such as those offered by the
advertisers.   Our   media   and   advertising   division   initially   included
www.CouponsRewardsSavings.com,  which  is  currently  inactive.  Based  upon our
original success with  www.CouponsRewardsSavings.com,  we expanded our media and
advertising division and developed the following suite of online businesses that
make up our advertising distribution network:


                                       3
<PAGE>

      o     Consumer Database Rentals  (marketing to subscribers in our Opted-In
            database);
      o     TradeDragon;
      o     CouponsRewardsSavings.com coupon portal (currently inactive);
      o     More2Save.com coupon portal (currently inactive);
      o     RateAndSave shopping portal (currently inactive);
      o     BonusChina.com   entertainment,   information  and  services  portal
            (planned); and
      o     Virtual Stores (plans suspended).

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

Consumer  Database List Rentals.  We have a proprietary  and growing  "Opted-In"
subscriber database of approximately 15 million e-mail and over 3 million postal
addresses.  Selected advertisers are charged a rental fee each time one of their
sales messages is delivered to an Opted-In  subscriber.  We charge advertisers a
per  email or  postal  address  fee  which  varies  depending  upon the level of
screening desired by the advertiser.

TradeDragon. TradeDragon was launched in the fourth quarter of 2004 and is a B2B
trade portal that connects businesses that desire to trade between China and the
United States.  Supplier  members are charged a membership fee to participate in
TradeDragon.   TradeDragon   members   connect  with  each  other   through  the
TradeDragon.com  website,  which allows them to search for buyers and  suppliers
that match their specific requirements.

TradeDragon  initially will target:  (i)  U.S.-based  buyers seeking to buy from
suppliers in China; and (ii) China-based suppliers seeking to sell to the United
States.  Thereafter,  we intend to target  U.S.-based  businesses that desire to
conduct  business  in China  through  the  export of goods and  services  and/or
establish partnership  arrangements with retailing or selling partners in China.
Through our proprietary system called DragonDynamics,  we are able to drive both
buyer and seller side traffic to our TradeDragon  portal.  We intend to generate
revenue from  companies  that wish to sell to or partner  with  companies in the
U.S.  and/or China  through the sale of  TradeDragon  memberships  and ancillary
products and  services.  Memberships,  products and services are sold via direct
marketing, trade publication advertising and through our existing sales force of
35 salespeople who are located throughout six sales offices in China.

TradeDragon   members   benefit   from   our   proprietary    business   system,
DragonDynamics(TM), which drives custom-tailored online business traffic to each
individual    member   based   on   that   member's    specific    requirements.
DragonDynamics(TM)  was developed internally by us based on a combination of our
proprietary  industry  knowledge  and our direct  marketing  expertise and other
trade secrets.

TradeDragon  was  launched  on  schedule . The  website is active.  Because  the
company has not yet raised the funding  necessary to  implement a full  rollout,
management expects minimal sales until such a rollout can be funded.

CouponsRewardsSavings.com   Portal  (Inactive).  Our   CouponsRewardsSavings.com
website was  established in 2003 and was the original  business in our media and
advertising   distribution  network.  This  web  site  attracted  visitors  with
discounts,  free gifts and other  promotions.  We generated  revenue by charging
advertisers each time a visitor opts to receive  information  (usually an online
coupon or special offer) from that advertiser. This method of online advertising
is referred to as  "co-registration."  Past advertisers include the Professional
Career  Development  Institute,  GoToMyPC,  Financial  Cents News, USA Platinum,
ClearCredit, JDate.com, Home Business Matchmaker and Reunion.com. This portal is
indefinitely  inactive and will remain so unless or until management  determines
that adequate resources are available to operate the portal profitably.

More2Save.com  Portal (Inactive).  More2Save.com is an online coupon portal that
offers shoppers  coupons,  rewards and savings.  We generate revenue by charging
advertisers that post coupons on the website.  To receive the coupons,  shoppers
must signup (free of charge) and complete a one-time  demographic  survey.  Over
200 coupons were available to consumers at the initial launch of this website in
October 2004. This portal is indefinitely  inactive and will remain so unless or
until management determines that adequate resources are available to operate the
portal profitably.


                                       4
<PAGE>

RateandSave.Com    Shopping   Portal    (Inactive).    RateAndSave.com    is   a
consumer-shopping  portal that helps  consumers find the best prices on products
they  are  seeking.  The  business  generates  revenue  from  advertisers  via a
cost-per-click  bidding model.  Through this  pay-for-placement  bidding system,
merchants enter bids for select advertising positions based on product category.
When a consumer searches for an item, the merchant with the highest bid for that
product  category gets top placement in the search  result.  We anticipate  that
merchants who are motivated by the desire for top search  ranking will drive the
advertising  revenue in the RateAndSave model.  RateandSave.com  was launched in
October 2004. This portal is indefinitely  inactive and will remain so unless or
until management determines that adequate resources are available to operate the
portal profitably.

BonusChina.com  Portal  (Planned).  BonusChina will be an online portal and will
provide entertainment, information and services to the consumer market in China.
We intend to  generate  revenue by selling  advertising  space and  services  to
consumers and advertisers.  We believe that our experience in direct  marketing,
our relationships with companies in China and the U.S., our understanding of the
Chinese  culture and our local presence in China will enable us to duplicate our
success in the Chinese Internet market.  This portal will remain in the planning
stage until  management  determines  that  adequate  resources  are available to
implement and operate the portal profitably.

Virtual Stores (Plans  Suspended).  We intend to establish a virtual store which
will provide international suppliers with limited U.S. onshore capabilities with
the support  necessary to service  customers in the United  States such as sales
and marketing, warehousing, ordering and shipment and administration. Management
has determined to suspend any activity related to virtual stores.

With our low operating costs and efficient vertical integration, we believe that
our media and  advertising  business is very  scalable and has the  potential to
generate high profits.  There are typically three significant  barriers to entry
to a media and advertising  business such as ours: the high cost associated with
and the  expertise  required  to (1)  acquire  and retain a  database  of viable
consumers; (2) acquire and retain advertisers and memberships; and (3) build and
maintain  an   infrastructure   capable  of  operating  an  online   advertising
distribution  network.  Since 2002, we have invested  significantly  in building
infrastructure  and acquiring and  expanding our  "Opted-In"  database of viable
consumers.  Together with our experience in operating  BonusAmerica,  we believe
that we have built the groundwork  necessary to develop and expand our media and
advertising division and have the infrastructure necessary to continue to pursue
our business plan.

For the  twelve  months  ended  December  31,  2004,  our Media and  Advertising
division  accounted  for 47% of our total  revenues.  We have not yet  generated
significant revenue from our RateandSave.com and More2Save.com websites.

Given the success of our Media and Advertising  business in Hong Kong and China,
and the potential for future growth therein,  management  intends to concentrate
resources in this area and as such, in the foreseeable  future,  plans to expand
the Media and  Advertising  business,  particularly in Hong Kong and China, as a
means of generating profit.

Sales and Marketing Plan

Management is concentrating  the Company's limited marketing budget on the sales
of its Media and Advertising services, particularly in Hong Kong and China where
success has already  been  demonstrated.  These  services  are sold by the sales
force in China with support from a small staff in the Los Angles office.

A full  marketing  plan is in place for  TradeDragon  but has not been launched.
Management  will launch the  TradeDragon  marketing  plan when and if sufficient
funds and resources are available.

The  company  will  continue  minimal  marketing  for online  retailing  through
BonusAmerica websites.

Our Competitors

We face intense competition in our current operating divisions: Online Retailing
and Media and Advertising.  Many of our competitors have  substantially  greater
financial,  manufacturing,  marketing, distribution and technical resources than
we do. Our  BonusAmerica.com  business  directly  competes with direct marketers
such   as   Sharper   Image   (an   international    and   national    specialty
retailer-NASDAQ:SHRP)   and  Hammacher  Schlemmer  (a  New  York  based  catalog
specialty retailer).  Our More2Save (currently inactive) online coupon and media
distribution  business competes with CoolSavings (an online direct marketing and
media  company-OTCBB:CSAV).  Our RateandSave.com  (currently  inactive) shopping
portal competes with  Shopping.com (an online  comparison  shopping service) and
BizRate.com (an online shopping search  engine).  Our  TradeDragon.com  business
trading portal competes with  Alibaba.com (a global trade portal and provider of
online marketing services for importers and exporters) and  GlobalSources.com (a
business-to-business  media company that facilitates  global trade,  focusing on
the China market-NASDAQ: GSOL).


                                       5
<PAGE>

Many of our current and potential  competitors are larger companies with greater
financial resources, marketing, technical management and other resources than we
do. Some of our competitors  have and may continue to use aggressive  pricing or
inventory  availability  practices and devote  substantially  more  resources to
their online operations and system development than us. New technologies and the
expansion of existing  technologies may also decrease the barriers to entry into
our business or otherwise increase the competitive pressure that we face.

Seasonality

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

Facilities

On March 1, 2004, we began renting warehouse and office facilities consisting of
approximately  5,000 square feet from  Stanford  (which leases the premises from
Anjac) on a month-to-month basis at $6,000 per month. In July, 2004, our monthly
rental obligation  decreased to $3,500.  During the twelve months ended December
31, 2004, payments to Stanford related to rent were $47,610.

Employees

As of December 31, 2004, we employed approximately 70 associates,  approximately
95% of whom were full-time. We consider our associate relations to be good.

Available Information

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

                                  RISK FACTORS

The following are  important  factors that could cause actual  results to differ
materially from those anticipated in any  forward-looking  statements made by or
on behalf of the Company.

                     Risks Related To Our General Operations

We Will Need Additional Capital  Immediately to Expand and Develop Our Business.
We are  presently  only  generating  minimal  revenue from our Online  Retailing
operations.  Until such time as our Online  Retailing and Media and  Advertising
divisions generate  sufficient revenue to fund our operations,  we will continue
to require additional  capital to continue and expand our business,  the receipt
of  which  cannot  be  assured.  Currently,  we  have a  monthly  burn  rate  of
approximately  $100,000. We believe that we have sufficient capital derived from
the  proceeds of our  operations  to meet our needs for the next 12 months after
December  31,  2004,  however,  we are  actively  taking  measures to reduce our
overhead  significantly,  which we believe  will enable us to meet our needs for
the next 12 months after  December 31, 2004. Our ability to execute our business
strategy,  including  developing and marketing our TradeDragon,  RateandSave and
More2Save  portals,  depends to a  significant  degree on our  ability to obtain
sufficient and timely future financing.


                                       6
<PAGE>

Our  long-term  capital  needs are  subject to our  ability to raise  additional
capital and to generate adequate revenue from our products and services, neither
of which can be assured. We are actively seeking additional funds and may obtain
such funds  through  an  additional  offering  of our  equity  securities  or by
incurring  additional  indebtedness.  We cannot  assure you that any  additional
funds will be available or that sufficient funds will be available to us or that
funds will be available in a timely way.  Additional  funds may not be available
on terms  acceptable to us or our security  holders.  Any future capital that is
available may be raised on terms that are dilutive to our security holders.

We Have Only Been Operating Our Online  Business Since 2002 and Face  Challenges
Related to Early  Stage  Companies  in Rapidly  Evolving  Markets.  We began our
online  operations  in 2002.  You should  consider our prospects in light of the
risks and  difficulties  frequently  encountered by early stage companies in the
rapidly  evolving  online  commerce  market.  These risks  include,  but are not
limited to, an  unpredictable  business  environment,  the difficulty of raising
working capital, the difficulty of attracting and retaining qualified management
personnel and the use of our business  model.  To address these risks,  we must,
among other things:

      o     access sufficient capital to fund the implementation of our business
            model;
      o     increase  our sales  volumes and gross  margins  while  limiting our
            operating expenses;
      o     expand our customer base;
      o     enhance our brand recognition;
      o     expand our product and service offerings;
      o     access  sufficient  product  inventory  to  fulfill  our  customers'
            orders;
      o     successfully implement our business and marketing strategy;
      o     provide high quality customer service and order processing;
      o     respond  effectively to competitive and technological  developments;
            and
      o     attract and retain qualified personnel.

The Success of Our Business  Depends on the  Continued  Growth of the  Internet,
Especially in the U.S. and Chinese Markets, as a Viable Commercial  Marketplace.
Our success depends upon the widespread  acceptance of the Internet as a vehicle
to purchase products. The e-commerce market is at an early stage of development,
and demand and continued market  acceptance is uncertain.  We cannot predict the
extent to which customers will shift their purchasing habits from traditional to
online  retailers.  If  customers  or  manufacturers  are  unwilling  to use the
Internet to conduct business and exchange  information,  our business will fail.
It is possible  that the Internet may not become a viable  long-term  commercial
marketplace  due to the  potentially  inadequate  development  of the  necessary
network  infrastructure,  the delayed  development of enabling  technologies and
performance  improvements and the high cost of shipping products. The commercial
acceptance  and use of the Internet  may not  continue to develop at  historical
rates or may not develop as quickly as we expect.  In  addition,  concerns  over
security and privacy may inhibit the growth of the Internet.

We Expect That a  Significant  Portion of Our Revenues  Will Be  Generated  From
Customers and Suppliers in China and the United States.  Current Weakness of the
Telecommunications and Internet Infrastructure in China Could Harm Our Business.
The quality of some of the  telecommunications  and Internet  infrastructure and
telephone line  availability in China is poor. This may contribute to lower than
expected  adoption  of many of our  services  and may  cause  usage  growth  and
revenues to fall below expectations. In addition, access fees may be high, which
also  contributes to low usage and may adversely  affect our growth and revenues
potential.

Customer  Concerns  Regarding  Security May Deter Use of Our Online Products and
Services  and  Online  Security  Risks  Could  Seriously  Harm Our  Business.  A
significant  barrier  to  e-commerce  and  online  communications  is the secure
transmission of confidential  information  over public  networks.  Anyone who is
able to  circumvent  our  security  measures  could  misappropriate  proprietary
information  or cause  interruptions  in our  operations.  We may be required to
expend  significant  capital and other  resources to protect  against  potential
security  breaches or to  alleviate  problems  caused by any breach.  We rely on
licensed  encryption and  authentication  technology to provide the security and
authentication  necessary for secure  transmission of confidential  information,
including  credit  card  numbers.   Advances  in  computer   capabilities,   new
discoveries in the field of  cryptography,  or other events or developments  may
result  in a  compromise  or  breach of the  algorithms  that we use to  protect
customer  transaction  data.  In the  event  someone  circumvents  our  security
measures, it could seriously harm our business and reputation, and we could lose
customers.  Security  breaches  could  also  expose  us to a  risk  of  loss  or
litigation and possible  liability for failing to secure  confidential  customer
information.  Our potential for growth depends on our  customers'  confidence in
the security of our products and services.


                                       7
<PAGE>

If Our Portals or Other Services on Our Online Portals Contain  Defects,  We May
Need to Suspend  Further  Sales and Services  Until We Fix the Defects,  and Our
Reputation  Could Be Harmed.  Our portals depend on software that is complex and
that may contain unknown and undetected defects, errors or performance problems.
We may not discover defects,  errors or performance problems that affect our new
or  current  services  or  enhancements  until  after they are  deployed.  These
defects,  errors or  performance  problems  could force us to suspend  sales and
services or cause  service  interruptions  which could damage our  reputation or
increase our service costs,  cause us to lose revenues,  delay market acceptance
or divert  our  development  resources,  any of which  could  severely  harm our
business.

The  Failure  of  Outside  Parties  to Meet Our  Service  Level and  Information
Accuracy  Expectations  May Make Our Services  Less  Attractive to Customers and
Harm Our Business.  We rely on outside parties for some  information,  licenses,
product delivery and technology products and services.  We rely on third parties
to support, enhance and develop our products and services.  Services provided by
third parties  include  maintaining  our  communications  lines and managing our
network  data  centers  and website  development.  These  relationships  may not
continue or we may not be able to develop additional  third-party  relationships
on  acceptable  commercial  terms,  which could cause  customer  dissatisfaction
and/or a delay in the launch of new  features  or  services.  We have no control
over the accuracy, timeliness or effectiveness of the information,  products and
services of these outside parties.  As a result of outside party actions, we may
fail to provide accurate, complete and current information to our customers in a
timely and satisfactory manner.

System  Interruption  and the Lack of Integration  and Redundancy in Our Systems
May Affect Our Sales.  Our business  depends on the efficient and  uninterrupted
operation of our computer and communications  hardware systems.  Customer access
to our websites directly affects the volume of goods we sell and the services we
offer and thus affects our net sales. Any system interruptions that cause any of
our portals or online sites to be  unavailable  may drive away buyers and reduce
the  attractiveness of these sites to advertisers and could adversely affect our
business,  financial  condition and operating results.  We maintain our computer
systems  on-site at our offices in Los Angeles and China and off-site with third
party vendors in the United States and China.

Our  computer  and  communications  systems and  operations  could be damaged or
interrupted by fire, flood, power loss, telecommunications failure, earthquakes,
acts of war or terrorism,  acts of God, computer viruses, physical or electronic
break-ins,  and similar events or  disruptions.  Any of these events could cause
system  interruption,  delays,  and loss of critical  data, and could prevent us
from accepting and fulfilling customer orders.  Should this occur, it would make
our product offerings less attractive to our customers and our service offerings
less  attractive to third  parties.  While we do have backup systems for certain
aspects of our operations,  our systems are not fully redundant and our disaster
recovery planning may not be sufficient for all eventualities.  In addition,  we
may have inadequate  insurance coverage or insurance limits to compensate us for
losses from a major interruption.  If any of this were to occur, it could damage
our reputation and be expensive to remedy.

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


                                       8
<PAGE>

We Could Be Liable for Unlawful or Fraudulent  Activities by Users of Our Online
Portals.  In operating our online portals such as BonusAmerica,  RateandSave and
More2Save, and portals, we rely on participants to make accurate representations
and provide reliable  delivery,  and on buyers to pay the agreed purchase price.
We may be unable to prevent  users of our online  portals  from making  unlawful
representations,  selling  unlawful  goods, or from selling goods in an unlawful
manner.  We may face civil or criminal  liability  for unlawful  and  fraudulent
activities  by our users under U.S. laws and the laws and  regulations  of other
countries.  In addition,  if we are  unsuccessful  in preventing  our users from
providing content that is either illegal or that violates the proprietary rights
of others,  it may result in  liability to us. Any costs we incur as a result of
liability  relating to the sale of unlawful  goods,  the unlawful sale of goods,
the fraudulent receipt of goods, or the fraudulent  collection of payments could
harm our business.

If our content is improperly used or if we supply incorrect  information,  third
parties may take legal  action  against us. In  addition,  we may violate  usage
restrictions placed on text or data that is supplied to us by third parties. Our
insurance  may not cover  claims of this  type,  or may not  provide  sufficient
coverage, which could harm our reputation and operating results.

If We Do Not  Respond to  Technological  Change,  Our Online  Stores and Portals
Could  Become  Obsolete,  and We Could  Lose  Customers.  The  Internet  and the
e-commerce industry are characterized by rapid technological change,  changes in
customer  requirements  and  preferences,   frequent  new  product  and  service
introductions  embodying  new  technologies,  and the  emergence of new industry
standards and practices. To remain competitive,  we must continue to enhance and
improve the responsiveness,  functionality and features of our online stores. If
we are unable to maintain  our existing  systems and create a positive  customer
experience, our revenues may decline and our business will suffer.

The evolving nature of the Internet could also render our existing online stores
and systems obsolete. Our success will depend, in part, on our ability to:

      o     license or acquire leading technologies useful in our business;
      o     enhance our existing online stores;
      o     enhance  our  network   infrastructure  and  transaction  processing
            systems;
      o     develop new services and  technology  that address the  increasingly
            sophisticated  and  varied  needs  of our  current  and  prospective
            customers; and
      o     adapt to technological advances and emerging industry and regulatory
            standards and practices in a cost-effective and timely manner.

Future  advances in technology may not be beneficial to, or compatible  with our
business.  Furthermore, we may not use new technologies effectively or adapt our
Web site and transaction processing systems to customer requirements or emerging
industry  standards on a timely  basis,  or at all,  depending on our  financial
condition.  If we are  unable to adapt to  changing  market  conditions  or user
requirements  in a timely manner,  our online stores may become  obsolete and we
will lose customers.

We May Be Unable to Protect Our Internet  Domain  Names,  Which are Essential to
Our Business.  Our Internet  Domain Names are Critical to Our Brand  Recognition
and Our Overall  Success.  We have many registered  domain names relating to our
brand, including BonusAmerica.com,  TradeDragon,  RateandSave and More2Save. The
acquisition   and  maintenance  of  domain  names  generally  are  regulated  by
governmental agencies and their designees. The regulation of domain names in the
United  States and in foreign  countries  has  changed and is subject to further
change in the  future.  As a result,  we may be unable to  acquire  or  maintain
relevant  domain  names in the  United  States and in other  countries  where we
conduct business.  Furthermore,  we may be unable to protect our domain names or
prevent third parties from acquiring  domain names that are similar to, infringe
upon or otherwise  decrease the value of our domain names,  trademarks and other
intellectual  property  rights.  If we are unable to protect these domain names,
our competitors  could capitalize on our brand  recognition and create confusion
that diverts  traffic to other websites away from our online  services,  thereby
adversely affecting our business

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


                                       9
<PAGE>

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

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

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

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

We May Not Be  Successful  in Our  Efforts to Expand into  International  Market
Segments.  We plan,  over time, to continue to expand our reach into  additional
international  market  segments.   It  is  costly  to  establish   international
facilities  and  operations,  promote  our  brand  internationally  and  develop
localized  websites,  stores,  and other systems.  We may experience  difficulty
entering or expanding into new international  markets due to greater  regulatory
barriers,  the  necessity  of adapting to new  regulatory  systems and  problems
related to entering  new markets with  different  cultural  bases and  political
systems.  We may not succeed in our  efforts.  Our net sales from  international
market segments may not offset the expense of  establishing  and maintaining the
related operations and,  therefore,  these operations may not be profitable on a
sustained basis.

Our international  sales and related operations are subject to a number of risks
inherent in selling  abroad,  including,  but not limited to, risks with respect
to:

      o     foreign exchange rate fluctuations;
      o     local economic and political conditions;


                                       10
<PAGE>

      o     restrictive governmental actions (such as trade protection measures,
            including export duties and quotas and custom duties and tariffs and
            those  that may  limit the our  ability  to sell  certain  products,
            provide  certain  services  or  repatriate  profits  to  the  United
            States);
      o     import or export licensing requirements;
      o     limitations on the repatriation of funds;
      o     difficulty in obtaining distribution and support;
      o     nationalization;
      o     longer receivable cycles;
      o     consumer protection laws and restrictions on pricing or discounts;
      o     lower  level  of  adoption  or  use  of  the   Internet   and  other
            technologies  vital  to our  business  and the  lack of  appropriate
            infrastructure to support widespread Internet usage;
      o     lower level of credit card usage and increased payment risk;
      o     difficulty in developing and simultaneously managing a larger number
            of unique foreign operations as a result of distance,  language, and
            cultural differences;
      o     laws and  policies  of the U.S.  and other  jurisdictions  affecting
            trade, foreign investment, and loans;
      o     tax and other laws of the U.S. and other jurisdictions; and
      o     geopolitical events, including war and terrorism.

These  factors  could result in a delay in or  disruption of the delivery of our
inventory and could have the  consequences  described  above, any of which could
have a material adverse effect on us. As we continue to expand our international
operations,  these and other risks associated with international  operations are
likely to increase.

We May Be  Subject to  Foreign  Currency  Risks.  We expect  that a  significant
portion of our future revenues will be generated from customers and suppliers in
China and Hong Kong. Because we operate  internationally,  foreign exchange rate
fluctuations  may have a material  impact on our results of  operations.  To the
extent significant currency fluctuations occur in Asian currencies, our revenues
and profits would be affected.  Upon translation,  net sales and other operating
results may differ materially from  expectations,  and we may record significant
transaction gains or losses on the remeasurement of our balances. The currencies
giving rise to this risk are primarily Chinese Yaun and the Hong Kong Dollar. We
do not hedge our foreign  currency  risk.  While we believe our current  foreign
currency  risk to be  minimal,  there is no  assurance  that  our risk  will not
increase,   especially  in  light  of  our  business   strategy  to  expand  our
international  operations.  Even if we do adopt a policy of hedging  against our
foreign  currency  risks,  there  is no  assurance  that  such  policy  will  be
successful. Our failure to successfully hedge against foreign currency risks may
increase our expenses and have a negative impact on our financial condition.

Our  Growth  Could  Strain  Our  Resources,  and If We Are  Unable to  Implement
Appropriate  Controls and Procedures to Manage Our Growth, We May Not Be Able to
Successfully Implement Our Business Plan. Our growth strategy primarily includes
the following components:

      o     Expand our customer base for database rentals;
      o     Expand our TradeDragon portal; and
      o     Broaden our sales and marketing channels.

We plan to  increase  the number of sales  representatives  in China in order to
pursue our business  objectives.  Such growth may place a significant  strain on
our management, operational, and financial resources. Our success will depend in
part upon the  ability of our senior  management  to  implement  and manage this
growth  effectively.  To do this,  new  representatives  must be  recruited  and
trained.  If our new  representatives  perform poorly,  or if their training and
management is unsuccessful,  our business may be harmed.  To manage the expected
growth of our operations,  we will need to continue to improve our  operational,
financial and management  controls and our reporting systems and procedures.  If
we fail to manage our  growth  successfully,  we will be unable to  execute  our
business plan.

The Loss of One or More of Our Executive Officers or Key Employees,  Either to a
Competitor or Otherwise, Could Harm Our Business. Our executive officers and key
employees are critical to our business. Our executive officers and key personnel
may not remain with us and their loss may negatively impact our operations,  and
may reduce our revenues and cash flows.  In particular,  the services of Michael
Mak, our chief executive  officer and director and John A. Leper,  our Secretary
and  director,  are important to our  operations.  If  competitors  hire our key
personnel,  it  could  allow  them to  compete  more  effectively  by  diverting
customers from us and facilitating  more rapid  development of their competitive
offerings.  We compete for qualified  personnel with other  companies,  academic
institutions,  government entities and organizations.  We cannot assure you that
we will be successful in hiring or retaining  qualified  personnel.  The loss of
key  personnel,  or an  inability  to  hire or  retain  qualified  personnel  or
consultants,  could have a material  adverse  effect on our business,  financial
condition and results of operations. We do not maintain key man insurance on any
of our executive officers.


                                       11
<PAGE>

                     Risks Related to Government Regulation

Evolving  Regulation  of the  Internet  and  Commercial  E-Mail  May  Affect  Us
Adversely.  As Internet commerce continues to evolve,  increasing  regulation by
federal, state or foreign agencies becomes more likely. Such existing and future
laws and  regulations  may  impede the growth of the  Internet  or other  online
services.  These  regulations  and laws may cover taxation,  user privacy,  data
protection, pricing, usage fees, content, copyrights,  distribution,  electronic
contracts and other communications, consumer protection, the provision of online
payment services,  broadband residential Internet access, online advertising and
marketing,  and the characteristics and quality of products and services.  It is
not clear how existing laws governing issues such as property  ownership,  sales
and  other  taxes,  libel,  and  personal  privacy  apply  to the  Internet  and
e-commerce.  Strict  legal  prohibitions  on  the  transmission  of  unsolicited
commercial email, coupled with aggressive enforcement,  could reduce our ability
to promote our services  and our ability to  facilitate  communications  between
suppliers  and buyers  and,  as a result,  adversely  affect our  business.  Any
regulation  imposing  greater fees for Internet use or  restricting  information
exchange over the Internet  could result in a decline in the use of the Internet
and the viability of Internet-based  services, which could harm our business and
operating results.  The adoption or modification of laws or regulations relating
to the Internet may harm our business by increasing our costs and administrative
burdens.  Moreover,  the  applicability  of  existing  laws to the  Internet  is
uncertain with regard to many important issues,  including  property  ownership,
intellectual  property,  export of  encryption  technology,  libel and  personal
privacy.  The application of laws and regulations from jurisdictions  whose laws
do not currently apply to our business,  or the application of existing laws and
regulations  to the  Internet  and other  online  services,  could also harm our
business.

We May Be Subject to Liability for Sales and Other Taxes.  We currently  collect
sales  or  other  similar  taxes  on the  shipment  of  goods  in the  State  of
California.  However,  one or more states could seek to impose additional income
tax obligations or sales tax collection  obligations on out-of-state  companies,
such as ours,  which engage in or facilitate  online  commerce.  Our fulfillment
center,  along  with  other  aspects  of our  evolving  business,  may result in
additional  sales and  other  tax  obligations.  One or more  states or  foreign
countries  may seek to  impose  sales or other  tax  collection  obligations  on
out-of-jurisdiction  companies that engage in  e-commerce.  Any new taxes on the
sale of products  and services  through the Internet or the income  derived from
these sales could result in substantial tax liabilities for past sales, decrease
our  ability  to  compete  with  traditional  retailers,  impair  the  growth of
e-commerce and adversely affect our ability to become  profitable.  Furthermore,
since our service is  available  over the  Internet  in  multiple  states and in
foreign countries,  these jurisdictions may require us to qualify to do business
in these states and foreign  countries.  If we fail to qualify in a jurisdiction
that requires us to do so, we could face liabilities for taxes and penalties.

Currently,  decisions  of the U.S.  Supreme  Court  restrict the  imposition  of
obligations to collect state and local sales and use taxes with respect to sales
made  over the  Internet.  However,  a  number  of  states,  as well as the U.S.
Congress,  have  been  considering  various  initiatives  that  could  limit  or
supersede the Supreme Court's position regarding sales and use taxes on Internet
sales. If any of these initiatives addressed the Supreme Court's  constitutional
concerns  and  resulted  in a  reversal  of its  current  position,  we could be
required to collect sales and use taxes in states other than  Washington,  North
Dakota,  and Kansas.  The  imposition by state and local  governments of various
taxes upon  Internet  commerce  could create  administrative  burdens for us and
could decrease our future sales.

                 Risks Related to Our Online Retailing Business

Our  Business  Model  is New and  Unproven,  and We May  Not Be Able to  Achieve
Profitability.  We are subject to risks due to the unproven and evolving  nature
of our business model and aggressive pricing strategy. The success of our Online
Retailing  business  depends on the volume of customers  that visit our Web site
and purchase our products, as well as our ability to generate significant online
advertising  revenues.  To this end, we have worked hard to build our brand name
and  enhance  our  customer  loyalty by selling  our  products at low prices and
maintaining  low gross  margins on our  product  sales.  We intend to  implement
various strategies to improve our gross margins going forward, which may include
raising  prices on products  and product  categories  from time to time.  To the
extent we raise the prices on our merchandise, our product sales may decline. We
may also have to  increase  our prices if  distributors  receive  pressure  from
manufacturers to discontinue  sales to us as a result of our low price strategy.
If the amount of traffic to our Web site  decreases  due to price  increases,  a
reduced  marketing  budget,  a weakening  demand for our  lifestyle  products or
otherwise,   we  may  become  less  attractive  to  our  current  and  potential
advertisers. As a result, our margins and advertising revenues may decline.


                                       12
<PAGE>

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

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

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

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

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

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


                                       13
<PAGE>

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

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

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

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

Our  Distribution  and  Fulfillment  Operations  Are  Located  in  Los  Angeles,
California.  Any  Disruption  of the  Operations  in Our  Center  Could Hurt Our
Ability to Make Timely  Delivery of Our  Products.  We conduct our  distribution
operations and Internet order processing fulfillment functions from our facility
in Los  Angeles,  California  which we  lease.  As such,  we have only a limited
ability to reroute orders to third parties for drop-shipping.  Any disruption in
the  operations  at any  distribution  center,  particularly  during the holiday
shopping season, could result in late delivery of products and make it difficult
to meet customer demand for our products.  If we do not successfully operate our
fulfillment  centers,  it could significantly limit our ability to meet customer
demand.  Because  it is  difficult  to  predict  demand,  we may not  manage our
facilities  in an  optimal  way,  which may  result  in  excess or  insufficient
inventory, and warehousing, fulfillment, and distribution capacity. A failure to
optimize inventory in our fulfillment  network will harm our shipping margins by
requiring us to make long-zone  shipments or partial  shipments from one or more
locations.  In  addition,  we rely upon third  party  carriers  for our  product
shipments,  including  shipments to and from our  distribution  and  fulfillment
centers  to our  customers.  As a  result,  we are  subject  to  certain  risks,
including  employee  strikes,   inclement  weather,  fire,  flood,  power  loss,
earthquakes,  labor  disputes,  acts  of war  or  terrorism,  or  acts  of  God,
associated with such carriers'  ability to provide delivery services to meet our
shipping needs.

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


                                       14
<PAGE>

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

We  Depend  On the  Ability  of  Third  Parties  to  Timely  Deliver  Sufficient
Quantities pf Products and Our Business Can Be Harmed By Work Stoppages or Other
Interruptions to Delivery Of Products. All products we purchase from our vendors
in Asia must be  shipped to our  distribution  center by  freight  carriers.  We
cannot assure you that we will be able to obtain sufficient  freight capacity on
a timely  basis and at  favorable  rates.  Our  inability  to  acquire  suitable
products  in a  cost-effective,  timely  manner  or the  loss of one or more key
vendors or freight carriers could have a negative effect on our business.

We Maintain a Merchandise Return Policy,  Which Allows Customers to Return Their
Merchandise,  and As a Result,  Excessive  Merchandise  Returns  Could  Harm Our
Business.  We make  allowances  for returns of Internet  sales in our  financial
statements  based on historical  return rates.  We cannot assure you that actual
merchandise  returns will not exceed our  allowances.  In addition,  because our
allowances are based on historical  return rates,  we cannot assure you that the
introduction of new products,  increased sales over the Internet, changes in our
merchandise  mix or other factors will not cause actual returns to exceed return
allowances.  Any  significant  increase in  merchandise  returns that exceed our
allowances could have a material adverse effect on our future results.

The Seasonality of Our Business May Place Increased Strain on Our Operations. We
expect a  disproportionate  amount of our net sales to be  realized  during  the
fourth  quarter of our  fiscal  year.  Due to this  seasonality,  our  operating
results for any one period may not be indicative  of our  operating  results for
the full fiscal year.  Internet usage  generally slows during the summer months,
and sales in almost all of our product groups usually increase  significantly in
the fourth  calendar  quarter of each year. Like other  retailers,  we typically
make  merchandising  and  purchasing  decisions  well in advance of the  holiday
shopping season.  If we do not stock popular  products in sufficient  amounts or
fail to have sources to timely restock  popular  products,  such that we fail to
meet customer demand, it could  significantly  affect our revenue and our future
growth.  If we  overstock  products,  we may be  required  to  take  significant
inventory  markdowns or write-offs,  which could reduce gross profits. A failure
to optimize  inventory  in our U.S.  fulfillment  network will harm our shipping
margins by requiring us to make  long-zone  shipments or partial  shipments from
one or more locations.  Orders from each of our internationally focused websites
are fulfilled  primarily from a single  fulfillment  center,  and we have only a
limited  ability to reroute  orders to third parties for  drop-shipping.  We may
experience  a decline in our  shipping  margins due to  complimentary  upgrades,
split-shipments,  and additional  long-zone shipments necessary to ensure timely
delivery,  especially for the holiday season.  If too many customers  access our
websites within a short period of time due to increased holiday or other demand,
we may experience  system  interruptions  that make our websites  unavailable or
prevent us from efficiently  fulfilling  orders,  which may reduce the volume of
goods we sell and the attractiveness of our products and services.  In addition,
we may be unable to adequately  staff our fulfillment  centers during these peak
periods and third parties that provide fulfillment services to our customers may
be unable to meet the seasonal demand.

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


                                       15
<PAGE>

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

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

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

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

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

We  Would  Also  Realize  Significant   Competitive   Pressure  if  Any  of  Our
Distribution  Providers Were to Initiate Their Own Retail Operations.  Since our
distributors  have  access to  merchandise  at very low  costs,  they could sell
products at lower prices and  maintain a higher  gross  margin on their  product
sales than we can. In this event, our current and potential customers may decide
to purchase  directly from these  distributors.  Increased  competition from any
distributor  capable of maintaining high sales volumes and acquiring  product at
lower prices than us could significantly reduce our market share.


                                       16
<PAGE>

Poor Economic  Conditions May Reduce Consumer  Spending on Discretionary  Retail
Products Such As the Ones We Offer.  Consumer  spending  patterns,  particularly
discretionary  spending for products such as ours,  are affected by, among other
things, prevailing economic conditions, stock market volatility, threats of war,
acts of terrorism,  wage rates, interest rates,  inflation,  taxation,  consumer
confidence and consumer  perception of economic  conditions.  General  economic,
political and market  conditions,  such as recessions,  may adversely affect our
business results and the market price of our common stock. We may not be able to
accurately  anticipate  the  magnitude  of these  effects  on  future  quarterly
results.

               Risks Related to Our Media and Advertising Business

The U.S. and Chinese  Markets Are Key to Our Current and Future Revenue  Growth,
and Political  Instability In This Market Could Reduce Our Revenue and Seriously
Harm Our Business.  Since the launch of our  TradeDragon  portal,  and after the
launch of our BonusChina portal, we anticipate that a significant portion of our
customers and our revenues will be derived from the Chinese and U.S. markets. We
believe  our  operations  in China will  continue  to grow for the next  several
years. We believe that our current and future dependence on the U.S. and Chinese
markets and their revenues is significant,  and adverse political changes in the
U.S. or China may harm our business and cause our revenues to decline.

If Our  Current and  Potential  Customers  Are Not  Willing to Use the  Services
Provided  By Our  Portals,  We May Not  Attract  And Retain a  Critical  Mass of
Customers.  Our services will be attractive to suppliers and advertisers only if
buyers use our services to identify  suppliers and purchase their products.  The
content,  products and suppliers  currently  available on our websites and other
media or made available by suppliers may not be sufficient to attract and retain
buyers.  If buyers and  suppliers  do not accept our online  services  and other
media,  or if we are unable to attract and retain a critical  mass of buyers and
suppliers for our online services and other media,  our business will suffer and
our revenues may decrease.  None of the  advertisers or suppliers that currently
pay to advertise on our portals are under any long-term  contractual  obligation
to continue using our services.  There is no assurance  that our  advertisers or
suppliers will renew their contracts with us. If we cannot replace  non-renewing
customers with new customers, our business could be adversely affected.

If We Are Not Able to Generate  Significant  Advertising  Revenue, We May Not Be
Able to Sustain  Profitability.  Our future  success  will depend in part on the
willingness of product  manufacturers  and other advertisers to advertise on our
Web site.  There is  significant  uncertainty  about the  demand  for and market
acceptance  of Internet  advertising.  We cannot  assure you that the market for
Internet advertising will expand,  become sustainable or that we will be able to
continue  to  provide an  attractive  forum for  advertisers.  If the market for
Internet  advertising  fails to  develop or if we do not  provide an  attractive
forum for  advertisers,  our  business may cease to be  profitable.  Because our
advertising  revenues  carry higher gross  margins than our product  sales,  any
decline in our advertising revenues would have a disproportionate  impact on our
overall gross margin. If our advertising revenues decline, we may not be able to
replace these revenues  through other programs or through our product sales, and
we may be unable to achieve profitability.

If We Are Unable to Compete Effectively, We Will Lose Current Customers and Fail
to Attract New  Customers.  Our Media and  Advertising  division  faces  intense
competition.  Barriers to entry are minimal,  and competitors are able to launch
new websites and other media at a low cost.  Competition  is likely to result in
price reductions, reduced margins and loss of market share, any one of which may
harm our  business.  We  compete  for our  share  of  customers'  marketing  and
advertising  budgets with other online  marketplaces.  Competitors vary in size,
geographic  scope,  industries  served and breadth of the  products and services
offered.   We  may  encounter   competition  from  companies  which  offer  more
comprehensive content, services, functionality and/or lower prices.

Many of our  current  and  potential  competitors  may have  greater  financial,
technical,  marketing  and/or other  resources and  experience  and greater name
recognition  than we  have.  In  addition,  many  of our  competitors  may  have
established  relationships  with one another and with our current and  potential
suppliers and buyers and may have extensive  knowledge of our industry.  Current
and  potential   competitors  have  established  or  may  establish  cooperative
relationships  with third  parties to increase the ability of their  products to
address  customer  needs.  Accordingly,  our competitors may develop and rapidly
acquire significant market share.


                                       17
<PAGE>

Our Business Could Suffer if We Are  Unsuccessful  in Making,  Integrating,  and
Maintaining  Commercial  Agreements,  Strategic  Alliances,  and Other  Business
Relationships. We may enter into commercial agreements, strategic alliances, and
other  business  relationships  with  other  companies  to rent  our  "Opted-In"
database,  develop partnerships with brokers, and upon the launch of our virtual
stores,  provide fulfillment,  customer service,  inventory management,  payment
processing  and other  services.  These  arrangements  may  require  substantial
personnel and resource commitments by us, which may constrain the number of such
agreements we are able to enter into and may affect our ability to integrate and
deliver  services  under  the  relevant  agreements.  If we fail  to  implement,
maintain,  and develop  successfully  the various  components of such commercial
relationships,  these initiatives may not be viable.  The amount of compensation
we receive  under  certain of these  agreements  is  dependent  on the volume of
online  traffic  directed to such  company's  website.  Therefore,  if the other
business's website or product or services offering is not successful, we may not
receive all of the  compensation we are otherwise due under the agreement or may
not be able to maintain the agreement.  Moreover,  we may not be able to succeed
in our plans to enter into  additional  commercial  relationships  and strategic
alliances on favorable terms.

As our agreements  expire or otherwise  terminate,  we may be unable to renew or
replace these agreements on comparable  terms, or at all. Some of our agreements
involve high margin  services,  such as our database rental  agreements,  and as
such agreements expire they may be replaced,  if at all, by agreements involving
lower margin services.  In addition,  companies may experience business failures
and become  unable to meet their  obligations  to us. We may in the future enter
into further amendments of these agreements or encounter other parties that have
difficulty  meeting their  contractual  obligations to us, which could adversely
affect our operating results.

General  Economic  Uncertainty  May  Reduce  Spending  for  Business-to-Business
Marketing and Advertising.  The revenue growth and profitability of our business
depends significantly on the overall demand for  business-to-business  media and
especially online  marketplace  services.  We believe that the markets for these
services are subject to the potentially  negative impact of a number of factors,
including  reductions  in marketing  expenditures  by suppliers  and the overall
weakening of global economies. These factors may give rise to a number of market
trends that adversely affect our business and revenues.

                         Risks Related To Our Securities

We are Controlled By Stanford  International Holding Corporation,  a Majority of
Which is Owned by Michael Mak, Our Chief  Executive  Officer,  and Carson Kwong,
Our Former Director.  Stanford  International Holdings beneficially own 57.9% of
the issued and  outstanding  shares of our common stock.  Michael Mak, our Chief
Executive  Officer and director,  and Carson  Kwong,  our former  director,  own
40.36% and 9.64%, respectively,  of Stanford.  Accordingly, Mr. Mak controls the
power to elect our  directors,  to appoint new  management and to oppose actions
requiring shareholder  approval,  such as adopting amendments to our articles of
incorporation  and approving mergers or sales of all or substantially all of our
assets.  Such  concentration  of  ownership  may have the effect of  delaying or
preventing  a change  of  control  even if a change  of  control  is in the best
interest of all shareholders. In addition, Mr. Mak may still effectively control
our company even if his share holdings are significantly  reduced.  There may be
instances in which the interest of our controlling shareholder may conflict with
the interest of a holder of our securities.  This control could adversely affect
the voting and other  rights of our other  stockholders  and could  depress  the
market price of our common stock.

Our  Securities  Are  Illiquid  and Will Be Subject to Rules  Relating to "Penny
Stocks."  Our  common  stock is listed on the  Over-the-Counter  Bulletin  Board
maintained by the National Quotation Bureau, Inc. under the symbol "BAWC". There
can be no assurance  that any market will continue to exist for our  securities,
or that our securities may be sold without a significant  negative impact on the
price  per  share.  Furthermore,   our  securities  are  subject  to  the  rules
promulgated  under  the  Securities  Exchange  Act of 1934  relating  to  "penny
stocks." These rules require brokers who sell securities that are subject to the
rules,  and who sell to  other  than  established  customers  and  institutional
accredited  investors,  to complete  required  documentation,  make  suitability
inquiries of investors and provide  investors  with  information  concerning the
risks of trading in the security. Consequently, an investor would likely find it
more difficult to buy or sell our securities in the open market.

Our Future  Operating  Results May  Fluctuate  and Cause the Price of Our Common
Stock to Decline.  Our limited  operating history and the emerging nature of the
markets in which we operate make it difficult to  accurately  predict our future
revenues.  Our revenue and  operating  profit  growth  depends on the  continued
growth of demand for the products  and services  offered by us, and our business
is affected by general economic and business conditions  throughout the world. A
softening  of demand,  whether  caused by changes in consumer  preferences  or a
weakening of the U.S. or global  economies,  may result in decreased  revenue or
growth.  Terrorist  attacks and armed  hostilities  create economic and consumer
uncertainty that could adversely affect our revenue or growth. Such events could
create  delays  in,  and  increase  the cost of,  product  shipments,  which may
decrease  demand.  Revenue  growth may not be sustainable  and our  company-wide
percentage growth rate may decrease in the future.


                                       18
<PAGE>

The factors that could cause our operating results to fluctuate include, but are
not limited to:

      o     fluctuations in the amount of customer spending on the Internet;
      o     our ability to generate significant advertising revenues;
      o     our ability to build and maintain customer loyalty;
      o     the  introduction of new or enhanced Web pages,  services,  products
            and strategic alliances by us and our competitors;
      o     price  competition  on the  Internet or higher  wholesale  prices in
            general;
      o     the success of our brand building and marketing campaigns;
      o     our  ability to acquire  merchandise,  manage  our  product  mix and
            inventory, and fulfill orders;
      o     the introduction by our competitors of websites, products, services,
            or improvements;
      o     our  ability  to  maintain  our  distributor,  vendor  and other key
            corporate relationships;
      o     increases in the cost of online or offline advertising;
      o     unexpected  increases or  disruptions  in shipping costs or delivery
            times;
      o     government regulations related to use of the Internet for commerce;
      o     our  ability  to  maintain,   upgrade  and  develop  our  Web  site,
            transaction processing systems and network infrastructure;
      o     technical difficulties, system downtime or Internet brownouts;
      o     the amount and timing of  operating  costs and capital  expenditures
            relating to maintaining our business, operations and infrastructure;
      o     general economic  conditions and economic conditions specific to the
            Internet and online commerce;
      o     additions or departures of key personnel; and
      o     certain analyst reports, news, and speculation.

Any of these events may cause our stock price to rise or fall and may  adversely
affect our business and financing opportunities.

There is a Limited  Public Market for Our Shares and the Trading  Volume for Our
Shares is Low Which May Limit Your Ability to Sell Your Shares or Purchase  More
Shares.  Our common  shares have been traded in the public  market for a limited
time and this market may not be  sustained.  As of the date of this  Report,  we
have  approximately 14 shareholders of record,  19,862,000  shares of our common
stock  issued  and  outstanding,  6,000,000  of which are free  trading  shares.
However,  because of the small  number of  shareholders  and the small number of
publicly  tradable shares,  we cannot be sure that an active trading market will
develop or be  sustained  or that you will be able to sell or buy common  shares
when you want to. As a result, it may be difficult to make purchases or sales of
our common  shares in the market at any  particular  time or in any  significant
quantity.  If our shareholders sell our common shares in the public market,  the
market price of our common shares may fall.  In addition,  such sales may create
the perception by the public of  difficulties  or problems with our products and
services or management.  As a result, these sales may make it more difficult for
us to sell equity or equity related  securities in the future at a time or price
that is appropriate.

Future Sales of Our Common Shares Could Depress the Price of the Common  Shares.
Future sales of common shares by us or our existing shareholders could adversely
affect the prevailing  market price of the common shares.  As of April 12, 2005,
we had 19,862,000 common shares outstanding. Each of Stanford and Archer Pacific
Management,  Inc.  (an  affiliate  of Ernest  Cheung,  our former  director  and
officer)  owns  11,500,000  shares  or  approximately  57.9%  and  2,351,380  or
approximately 11.84%, respectively,  of our issued and outstanding common stock.
Approximately  13,862,000 are "restricted securities" which can be resold in the
public market only if registered with the Securities and Exchange  Commission or
pursuant to an exemption from registration.


                                       19
<PAGE>

We cannot  predict what  effect,  if any,  that future sales of such  restricted
shares or the  availability  of shares for future sale,  will have on the market
price of the common shares from time to time.  Sales of  substantial  amounts of
common  shares in the public  market,  or the  perception  that such sales could
occur, could adversely affect prevailing market prices for the common shares and
could impair our ability to raise additional  capital through an offering of our
equity securities.

We Do Not Intend to Pay Cash  Dividends on Our Common Stock.  We have never paid
cash  dividends  on our  common  stock  and do not  anticipate  paying  any cash
dividends on our common stock in the  foreseeable  future.  We  anticipate  that
profits,  if any,  received  from  operations  will  be  devoted  to our  future
operations.

ITEM 2. Description of Properties

On March 1, 2004, we began renting warehouse and office facilities consisting of
approximately  5,000 square feet from  Stanford  (which leases the premises from
Anjac) on a month-to-month basis at $6,000 per month. In July, 2004, our monthly
rental obligation  decreased to $3,500.  During the twelve months ended December
31, 2004, payments to Stanford related to rent were $47,610.

ITEM 3. Legal Proceedings

We are a party to a limited  number  of claims  and  actions  that  arise in the
ordinary course of business. The litigation process is inherently uncertain, and
it is possible that the resolution of these matters exists and future litigation
may  adversely  affect us. We are unaware of any matters that may have  material
impact on the our  financial  position,  results of  operations,  or cash flows.
Except  as set  forth  above,  we are  not  aware  of any  material  pending  or
threatened legal proceedings, which involve us.

ITEM 4. Submission of Matters to a Vote of Security Holders

No  matters  were  submitted  to a vote of our  shareholders  during  the fourth
quarter of the fiscal year ended December 31, 2004.


                                       20
<PAGE>

                                     PART II

ITEM 5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities

Since October 23, 2003, our common stock has been traded on the Over-the-Counter
Bulletin Board under the symbol "BAWC.OB". Prior to October 23, 2003, our common
stock was traded on Over-the-Counter  Bulletin Board under the symbol "LGBW.OB".
As of April 12, 2005, there were: (i) 14 shareholders of record,  without giving
effect to  determining  the number of  shareholders  who hold  shares in "street
name" or other nominee status; (ii) no outstanding options to purchase shares of
our common stock;  (iii)  outstanding  19,862,000 shares of our common stock, of
which  6,000,000  shares are either freely  tradeable or eligible for sale under
Rule 144 or Rule 144K, and (v) 13,862,000 shares subject to registration rights.

The following table sets forth, for the fiscal quarters indicated,  the high and
low closing prices as reported by the  Over-the-Counter  Bulletin  Board.  These
quotations reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commission, and may not represent actual transactions.

                                                           Sales Price
                                                   --------------------------

                                                     High              Low
      Fiscal 2004
         First Quarter                             $   1.30          $   0.00
         Second Quarter                            $   1.30          $   0.15
         Third Quarter                             $   0.69          $   0.17
         Fourth Quarter                            $   0.58          $   0.08

      Fiscal 2003
         Fourth Quarter                            $    .04          $    .04

Dividend Policy

We have never paid cash dividends and have no plans to do so in the  foreseeable
future.  Our future dividend policy will be determined by our Board of Directors
and will depend upon a number of factors,  including our financial condition and
performance,  our cash needs and expansion plans,  income tax consequences,  and
the restrictions that applicable laws and our credit arrangements then impose.

Recent Sales of Unregistered Securities

There were no sales of unregistered  securities during the fourth quarter of the
fiscal year ended December 31, 2004.

ITEM 6. Management's Discussion and Analysis or Plan of Operation.

Forward Looking Statements

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

Overview and Future Plan of Operations

We are a direct  marketing,  Internet  commerce and media  company  based in Los
Angeles,  California  with  operations  in Hong  Kong and  China.  Our  business
consists of two divisions: Online Retailing and Media and Advertising. As of the
date of this Report both divisions are operational.


                                       21
<PAGE>

We are in the process of seeking  additional  financing  to forward our business
plan, but have not entered into any agreements to obtain such  financing.  There
is no assurance  that such financing  will be available,  or if available,  that
such financing will be available on reasonable  terms. Even if we do obtain such
financing,  there is no  assurance  that we will be able to generate  profitable
operations.

Because we have not yet raised the  funding  management  believes is required to
rollout our complete  business plan, we have taken,  and are continuing to take,
steps to reduce our  operating  costs.  We have  decided  to move a  significant
portion of our U.S. operations to China where we can benefit from lower overhead
costs and further capitalize on the growth potential and success we have already
experienced in our Media and Advertising  business in Hong Kong and China.  Some
management and marketing operations will remain in the U.S. In addition, we have
suspended  operations and development of our consumer  portals,  RateandSave and
More2Save, in our Media and Advertising division.

During the twelve months ended December 31, 2004, we  experienced  net operating
profit of $473,950.  We anticipate  that we will continue to generate  operating
profits  over the next 6 to 9 months  as we  continue  to  devote  resources  to
implementing our business plan and take additional steps to reduce our overhead.

We have reduced the operation of our consumer  Online  Retailing  division as we
believe our business-to-business Media and Advertising division, particularly in
Hong Kong and China where we experienced  profits in 2004, has greater potential
for growth and  profitability in the short and long term. Given this, we believe
it is in our best interests to devote our resources to our Media and Advertising
division.

During the twelve months ended December 31, 2004, our Online Retailing  division
generated  53% of our revenues.  47% was generated by our Media and  Advertising
division.  Over the next  twelve  months,  we plan to devote  our  resources  to
expanding and further developing our Media and Advertising division.

The following table sets forth our net revenues by each operational division for
the twelve months ended December 31, 2004 and 2003:

                                           Twelve Months Ended December 31,

                                        2004             2003          Variance
      Online Retailing                 2,351,628       3,175,620       -$823,992
      Media and Advertising            2,113,906         535,454     +$1,578,452
                     Total             4,465,534       3,711,074       +$754,460

In the fourth quarter of 2004 we launched our  TradeDragon  business-to-business
trade  portal  in  our  Media  and  Advertising   division.   TradeDragon  is  a
communications  platform  that enables  international  trade  primarily  between
companies  located in the U.S. and China.  We have not yet fully  developed  and
marketed  our  TradeDragon  portal  pursuant  to our  business  plan  given that
adequate funding for marketing, continued development and administrative support
has not been raised.  If and when adequate funding is raised, we intend to focus
on operating,  administering and expanding our TradeDragon trade portal. We also
intend  to  implement  new sales  efforts  in China to help  generate  sales for
TradeDragon.  As we expand  operations  in this  area,  we  expect  to  generate
increased revenues.

Results of Operations for the Twelve Months Ended December 31, 2004 and December
31, 2003

Revenues

      Online Retailing


                                       22
<PAGE>

During the twelve month period ended  December 31, 2004, we derived  $2,351,628,
or 53% of our total revenue, from our Online Retailing operations,  representing
a decrease from the comparable  twelve month period ending December 31, 2003. Of
that amount,  $827,424 is  attributable to our wholesale sales and $1,524,204 is
attributable to our retail sales. Our retail product sales declined  $1,651,416,
or 52%,  for the twelve  months  ended  December  31,  2004 as  compared  to the
comparable period in 2003. Our wholesale product sales increased from $0 for the
twelve  months ended  December 31, 2003 to $827,424 for the twelve  months ended
December 31, 2004. The decrease in our retail product sales is  attributable  to
our election to reduce our  marketing and  advertising  efforts in an attempt to
focus on building our more profitable Media and Advertising division, as well as
special promotional  efforts designed to clear slow-moving  inventory items. Our
Online Retailing  division focuses on selling products produced by third parties
and  private  label   products  sold  under  the  brand  name  "AHNSER"  on  our
www.BonusAmerica.com website to customers in the United States.

      Media and Advertising

During the twelve month period ended  December 31, 2004, we derived  $2,113,906,
or 47% of our  total  revenue,  from our media and  advertising  division.  This
represents an increase from the comparable  twelve month period ending  December
31, 2003.  This increase is  attributable to our increased focus on building our
media and advertising business.

Cost of Sales

Cost of sales were  $1,426,344  for the twelve month  period ended  December 31,
2004 as compared to  $1,781,575  for the twelve month period ended  December 31,
2003. The increase in costs as a percentage of sales for the twelvemonth  period
ended December 31, 2004 is  attributable to lower selling prices of retail goods
and our promotional activities to dispose of slow moving inventory.

Administrative Expenses

Selling,  general and  administrative  expenses were  $2,237,841  for the twelve
month period ended  December 31, 2004 as compared to  $1,538,270  for the twelve
month period ended December 31, 2003. The increase in expenses during the twelve
month period  ended  December 31, 2004 was  primarily  attributable  to our Sino
Trade operations, our Hong Kong subsidiary.

Marketing Expenses

Total  marketing  expenses  were  $360,686  for the twelve  month  period  ended
December  31, 2004 as compared to $429,950  for the twelve  month  period  ended
December  31,  2003.  The  decrease in  marketing  expenses for the twelve month
period  ended  December  31,  2004 as  compared  to  December  31,  2003 was due
primarily to lower promotional spending for online retailing.

Net Income/Loss

Operating  income from our Online  Retailing  operations  was $(285,215) for the
twelve  month  period  ended  December  31, 2004 as compared to $195,375 for the
twelve month period ended  December 31, 2003.  The operating loss reflects lower
profit  margins.  We believe  that  operating  losses from our Online  Retailing
operations  will decrease as we continue to take actions to reduce  overhead and
expenses  relating to Online  Retailing.  There can be no assurance that we will
achieve or maintain  profitability or that any revenue growth will take place in
the future even if we do obtain the financing that we seek.

Operating income from our Media and Advertising  operations was $876,829 for the
twelve  month  period  ended  December  31, 2004 as compared to $105,504 for the
twelve month period ended  December 31,  2003.  The  operating  income  reflects
increased Media and Advertising sales. We believe that our operating income will
continue to increase as we expand our Media and  Advertising  operations.  There
can be no assurance that we will achieve or maintain  profitability  or that any
revenue  growth will take place in the future even if we do obtain the financing
that we seek.

Trends, Events, and Uncertainties


                                       23
<PAGE>

Demand for our  products  will be  dependent  on,  among  other  things,  market
acceptance of our concept and general economic conditions, which are cyclical in
nature. Our business operations may be adversely affected by our competitors and
prolonged  recessionary  periods.  We are in the  process of seeking  additional
financing to forward our business plan, but have not entered into any agreements
to obtain such  financing.  There is no assurance  that such  financing  will be
available, or if available,  that it will be available on reasonable terms. Even
if we do obtain such  financing,  there is no assurance  that we will be able to
generate profitable operations.

Liquidity and Capital  Resources for the Twelve Month Period Ended  December 31,
2004 and 2003.

We  experienced  positive  cash flows  provided by  operations  in the amount of
$87,844 for the twelve month period ended  December 31, 2004 versus cash flow of
$0 for the comparable  period in 2003. The increase in cash flows from operating
activities was primarily  attributable  to the increased  revenue from our Media
and Advertising business.

We have funded our cash needs from  inception  through  December 31, 2004 and to
the date of this Report through  positive cash flow and  contributions  of up to
$250,000 from Stanford.  Our future  liquidity will depend on our revenue growth
and our ability to sell our products and services at positive  gross margins and
control our  operating  expenses.  Over the coming twelve  months,  we expect to
spend  approximately  $1,200,000 for operating  expenses assuming revenue growth
and no significant  change in marketing or product  development  strategies.  We
expect to meet these capital needs from sales  revenues and, to the extent we do
not have sufficient revenues,  from our existing cash reserves or other external
sources of financing.

Our growth plans require additional  funding from outside sources.  We intend to
pursue discussions with existing shareholders, third party financing sources and
potential lenders to ensure access to funds as required.

On a long-term basis, our liquidity will be dependent on establishing profitable
operations,  receipt of revenues, additional infusions of capital and additional
financing.  If  necessary,  we may  raise  capital  through  an  equity  or debt
offering.  The funds  raised  from this  offering  will be used to  develop  and
execute our business  plan.  However,  there can be no assurance that we will be
able to obtain  additional equity or debt financing in the future, if at all. If
we are  unable  to  raise  additional  capital,  our  growth  potential  will be
adversely  affected.  Additionally,  we will have to  significantly  modify  our
plans.

Critical Accounting Policies

The financial  statements are prepared in accordance with accounting  principles
generally  accepted  in the  U.S.,  which  requires  us to  make  estimates  and
assumptions  in  certain  circumstances  that  affect  amounts  reported  in the
accompanying  financial  statements and related  footnotes.  In preparing  these
financial  statements,  management  has made its best estimates and judgments of
certain amounts included in the financial  statements,  giving due consideration
to  materiality.  We do not believe there is a great  likelihood that materially
different amounts would be reported related to the accounting policies described
below.  However,  application of these accounting policies involves the exercise
of judgment and use of assumptions as to future  uncertainties and, as a result,
actual results could differ from these estimates.



                                       24
<PAGE>

Allowance for Doubtful Accounts.  Accounts  receivable are reviewed to determine
the need for an  allowance  for  amounts  that may become  uncollectible  in the
future.  The  necessity  of an  allowance  is based on  management's  review  of
accounts  receivable  balances  and historic  write-offs.  In the event that our
accounts  receivables  become  uncollectible,  we  would  be  forced  to  record
additional  adjustments  to receivables to reflect the amounts at net realizable
value. The accounting effect of this entry would be a charge to income,  thereby
reducing our net profit.  Although we consider the likelihood of this occurrence
to be remote based on past history and the current status of our accounts, there
is a possibility of this occurrence.

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


                                       25
<PAGE>

ITEM 7. Financial Statements

                 BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES
                   Index to Consolidated Financial Statements
--------------------------------------------------------------------------------

Report of Independent Registered Public Accounting Firm...........            27

Report of Independent Registered Public Accounting Firm...........            28

Consolidated Balance Sheet .......................................            29

Consolidated Income Statements ...................................            30

Consolidated Statements of Changes in Stockholders' Equity .......            31

Consolidated Statements of Cash Flows ............................            32

Notes to Consolidated Financial Statements .......................            33

                                       26
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of BonusAmerica Worldwide Corp.

We have audited the  accompanying  consolidated  balance  sheet of  BonusAmerica
Worldwide  Corp. and  Subsidiaries  (the "Company") as of December 31, 2004, and
the related  consolidated  statement  of  operations,  changes in  stockholders'
equity,  and cash flows for the year then ended.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted  our audit in  accordance  with the  standards  established  by the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of the
Company as of December 31, 2004, and the consolidated  results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles in the United States of America.

/s/ Clancy and Co., P.L.L.C.
Phoenix, Arizona

April 14, 2005


                                       27
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
BonusAmerica Worldwide Corp.

We have audited the accompanying statements of operations,  stockholders' equity
and cash flows of  BonusAmerica  Worldwide  Corp.  (the  "Company"),  formerly a
division  of  Stanford  International  Holding  Corporation,  for the year ended
December 31, 2003.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  results  of  operations  and the  cash  flows  of
BonusAmerica  Worldwide  Corp.,  formerly a division of  Stanford  International
Holding  Corporation,  for the year ended December 31, 2003, in conformity  with
accounting principles generally accepted in the United States of America.

                                          /s/ McKennon, Wilson & Morgan LLP

February 26, 2004
Irvine, California


                                       28
<PAGE>

                  BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 2004

--------------------------------------------------------------------------------

ASSETS
Current assets
   Cash and cash equivalents                                        $     88,317
   Restricted cash (Note 3)                                               20,000
   Accounts receivable                                                 1,089,712
   Inventories (Note 1)                                                  118,556
   Prepayments and other current assets                                   88,131
                                                                    ------------
Total current assets                                                   1,404,716

Property, plant and equipment, net (Note 4)                              472,317

Intangible assets, net (Note 1)                                          753,518
                                                                    ------------

Total Assets                                                        $  2,630,551
                                                                    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Loan from a director (Note 7)                                    $    301,025
   Accounts payable and accrued liabilities                              572,767
   Income taxes payable (Note 5)                                         119,257
   Amounts payable to related parties (Note 7)                            34,103
                                                                    ------------
Total current liabilities                                              1,027,152
                                                                    ------------

Stockholders' equity
   Common stock, $0.001 par value; 75,000,000 shares authorized
          Issued and outstanding: 19,862,000 shares                       19,862
   Other comprehensive income                                                473
   Additional paid-in capital                                          1,219,095
   Retained earnings                                                     363,969
                                                                    ------------
Total stockholders' equity                                             1,603,399
                                                                    ------------

Total Liabilities and Stockholders' Equity                          $  2,630,551
                                                                    ============


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


                                       29
<PAGE>

                  BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 2004             2003
                                                         ------------     ------------

Revenues:
<S>                                                      <C>              <C>
   Product sales                                         $  2,351,628     $  3,175,620
   Advertising and list rentals                             2,113,906          535,454
                                                         ------------     ------------
Total revenues                                              4,465,534        3,711,074
Cost of product sales                                      (1,426,344)      (1,781,575)
                                                         ------------     ------------
Gross profit                                                3,039,190        1,929,499

Selling, general and administrative expenses               (2,237,841)      (1,538,270)
Amortization of intangible assets                            (209,735)         (90,350)
                                                         ------------     ------------

Operating income                                              591,614          300,879

Other income (expense)
   Other income                                                28,806           17,500
   Interest expense                                           (27,213)              --
                                                         ------------     ------------
Total other income (expense)                                    1,593           17,500
                                                         ------------     ------------

Income before income taxes                                    593,207          318,379

Provision for income taxes                                   (119,257)         (35,648)
                                                         ------------     ------------

Net income                                               $    473,950     $    282,731
                                                         ============     ============

Basic and diluted earnings per share                     $       0.03     $       0.01
                                                         ============     ============

Basic and diluted weighted-average shares outstanding      19,862,000       19,862,000
                                                         ============     ============
</TABLE>


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


                                       30
<PAGE>

                  BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                           Retained
                                   Common         Common         Other       Additional                    earnings
                                   Stock           Stock      Comprehensive    Paid-In     Net Assets    (accumulated
                                   Shares         Amount         Income        Capital    Contributed      deficit)         Total

<S>                <C> <C>                      <C>           <C>           <C>           <C>            <C>            <C>
Balance - December 31, 2002                --   $        --   $        --   $        --   $   670,351    $  (392,712)   $   277,639

Assets contributed                         --            --            --            --       517,378             --        517,378

Net income                                 --            --            --            --            --        282,731        282,731
                                  -----------   -----------   -----------   -----------   -----------    -----------    -----------

Balance - December 31, 2003                --            --            --            --     1,187,729       (109,981)     1,077,748

Exchange of BonusAmerica common
stock for assets of Stanford       19,862,000        19,862            --     1,167,867    (1,187,729)            --             --

Net assets contributed                     --            --            --        51,228            --             --             --

Foreign currency translation               --            --           473            --            --             --            473

Net income                                 --            --            --            --            --        473,950        473,950
                                                                                                                        -----------
   Total other comprehensive
   income                                                                                                                   474,423
                                                                                                                        ===========

                                  -----------   -----------   -----------   -----------   -----------    -----------    -----------
Balance - December 31, 2004        19,862,000   $    19,862   $       473   $ 1,219,095   $         0    $   363,969    $ 1,603,399
                                  ===========   ===========   ===========   ===========   ===========    ===========    ===========


</TABLE>


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


                                       31
<PAGE>

                  BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          2004            2003
                                                      ------------    ------------
Cash flows from operating activities
<S>                                                   <C>             <C>
Net income                                            $    473,950    $    282,731
                                                      ------------    ------------
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Interest expense - noncash                             26,483              --
     Depreciation and amortization                         279,409         160,502
     Fair value of services provided by officer                 --          49,000
     Provision for income taxes                            119,257          35,648
Changes in operating assets:
    Accounts receivables                                  (978,722)        (78,851)
    Inventories                                            135,614        (102,276)
    Prepayments and other current assets                   (88,131)             --
    Accounts payable and accrued liabilities               563,999              --
    Amounts payable to related parties                      34,103              --
                                                      ------------    ------------
Net cash flows provided by operating activities            565,962         346,754

Cash flows from investing activities
   Decrease (increase) in restricted cash                   30,000         (50,000)
   Purchases of equipment                                 (446,580)        (47,265)
   Cash acquired in reverse acquisition                      8,821              --
   Cash paid for intangible assets                        (621,384)       (432,219)
                                                      ------------    ------------
Net cash flows used in investing activities             (1,029,143)       (529,484)

Cash flows from financing activities
   Advances from a director                                301,025              --
   Repayments on note receivable from related party        250,000              --
   Contributions from Stanford                                  --         182,730
                                                      ------------    ------------
Net cash flows provided by financing activities            551,025         182,730
                                                      ------------    ------------

Net change in cash and cash equivalents                     87,844              --

Effect of foreign currencies on cash flows                     473              --

Cash and cash equivalent, beginning of year                     --

                                                      ------------    ------------
Cash and cash equivalents, end of year                $     88,317    $         --
                                                      ============    ============

Noncash investing and financing activities:
Contribution of note receivable from related party              --    $    250,000
</TABLE>


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


                                       32
<PAGE>

                  BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004
--------------------------------------------------------------------------------

NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting and change in reporting entity

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

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


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

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

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

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

Summary of significant accounting policies.

Principles of consolidation - The consolidated  financial statements include the
accounts of the  Company  and its  wholly-owned  subsidiaries.  All  significant
intercompany  balances and transactions  have been eliminated in  consolidation.
The  results  of the  Company's  new  subsidiaries,  Sino  Trade  -  Intelligent
Development Corp., Limited and Wah Mau Corporate Planning Development (Shenzhen)
Company  Limited are included since their  respective  dates of  incorporation /
establishment.


                                       33
<PAGE>

Use of estimates - The  preparation of financial  statements in conformity  with
U.S.  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period.  Management makes its best estimate of the ultimate
outcome  for these  items  based on  historical  trends  and  other  information
available when the financial  statements are prepared.  Changes in estimates are
recognized in accordance  with the accounting  rules for the estimate,  which is
typically in the period when new  information  becomes  available to management.
Actual results could differ from those estimates.

Cash and cash equivalents - The Company considers all highly liquid  instruments
purchased  with  an  original  maturity  of  three  months  or  less  to be cash
equivalents.  Cash and  cash  equivalents  consist  of cash at bank and on hand,
demand deposits with banks and other financial institutions.

Concentration of credit risk - Financial instruments that potentially expose the
Company to a concentration of credit risk are as follows:

Cash held at banks - The  Company  maintains  cash  balances  at several  banks.
Accounts  at each  institution  are  insured by the  Federal  Deposit  Insurance
Corporation up to $100,000.

Geographic  sales - The Company  operates  primarily in the United States,  Hong
Kong, and China.  The Company's  geographic  sales as a percent of total revenue
are as follows:

                    2004            2003
                ------------    ------------
United States         64%            100%
Hong Kong             31%             --
China                  5%             --

Accounts  receivable - Retail  customer  accounts are generally  settled through
customer credit cards, which are generally  collected within three days or less.
Management  provides an estimated allowance for returns at the time of sale. The
majority of accounts  receivable is from business  customers,  generated through
advertising services or rentals of its database of customers. Management reviews
credit  worthiness of its business  customers,  and  generally  does not require
collateral. Historical credit losses have been within management's expectations.

Inventories -  Inventories,  consisting of retail  products  ready for sale, are
stated at the lower of cost  (first-in,  first-out)  or market.  Allowances  are
provided for inventories  which are considered  slow-moving to reduce amounts to
net realizable or market value.  All amounts are  considered  finished goods for
financial reporting purposes.

Property,  plant and  equipment - Property,  plant and  equipment  are stated at
historical cost less accumulated depreciation and amortization. Depreciation and
amortization  are computed  using the  straight-line  method over the  estimated
useful lives of the assets,  generally  ranging  from 3 to 7 years.  The cost of
maintenance and repairs is charged to expense as incurred;  significant renewals
and betterments are capitalized.  Deductions are made for retirements  resulting
from renewals or betterments.

Intangible  assets - Intangible assets consist of costs paid to acquire personal
customer  information for use in its advertising and database rental activities.
Costs  capitalized  amounted  to $772,335  (2003:  $432,219),  and  amortization
totaled  $209,735  (2003:  $90,350) for the year ended  December  31, 2004.  The
carrying value at December 31, 2004 was $753,518 (2003:  $341,869).  The Company
amortizes the cost of these assets over a period of three years.


                                       34
<PAGE>

Long-lived  assets - Statement of Financial  Accounting  Standards  ("SFAS") No.
144, "Accounting for Impairment or Disposal of Long-Lived Assets", requires that
long-lived  assets,  such as property and equipment  and  purchased  intangibles
subject to amortization,  be reviewed for impairment  whenever events or changes
in  circumstances  indicate  that the  carrying  amount  of an asset  may not be
recoverable, or at least these assets must be reviewed annually.  Recoverability
of the asset is measured by  comparison of its carrying  amount to  undiscounted
future  net  cash  flows  the  asset  is  expected  to  generate.  Specifically,
management  projects  undiscounted  cash flows from  database  rentals  that are
expected  over the period to be benefited.  If such assets are  considered to be
impaired, the impairment to be recognized is measured as the amount by which the
carrying  amount  of the asset  exceeds  its fair  market  value.  Estimates  of
expected  future  cash  flows  represent  management's  best  estimate  based on
currently available information and reasonable and supportable assumptions.  Any
impairment  recognized in accordance  with SFAS No. 144 is permanent and may not
be  restored.  To  date,  the  Company  has not  recognized  any  impairment  of
long-lived assets in accordance with SFAS No. 144.

Revenue  recognition  - The Company  recognizes  revenue from product  sales and
business-to-business   wholesale  transactions  at  the  time  of  shipment.  An
allowance for estimated  returns is provided at the time of sale.  Historically,
returns have averaged less than three percent of total sales.  Database  rentals
are  recorded at the time the  services are provided so long as the services are
defined and  communicated in writing,  the price is fixed and  determinable,  no
other  obligations  of the  Company  exist to the  customer  and the amounts are
collectible.

Advertising  - The Company  expenses  costs of  advertising  and  promotions  as
incurred with the exception of direct-response  advertising costs.  Statement of
Position  No.  93-7,   "Reporting   on   Advertising   Costs",   provides   that
direct-response  advertising  costs  that  meet  specified  criteria  should  be
reported as assets and amortized  over the estimated  benefit  period,  which is
generally less than 30 days.  The  conditions for reporting the  direct-response
advertising  costs as assets  include  evidence that  customers  have  responded
specifically to the  advertising,  and that the advertising  results in probable
future benefits. The Company uses direct-response marketing to attract customers
to opt-in to the  Company's  database and buy goods  offered on its website or a
special  promotion.  The  Company  is able to  document  the  responses  of each
customer to the email advertising that elicited the response.  The percentage of
costs  attributable  to future rental  revenues are  segregated  and reported as
intangible  assets.  For the  year  ended  December  31,  2004,  direct-response
advertising  costs  attributable to product sales and future estimated  database
rentals were 44% and 56%, respectively. Advertising expenses included in selling
and marketing  expenses for the year ended December 31, 2004 were  approximately
$211,198 (2003: $442,423).

Accounting  for  stock-based  compensation  - The Company has not adopted a fair
value-based  method  of  accounting  for  stock-based   compensation  plans  for
employees  and  non-employee  directors.  The  Company  will  use the  intrinsic
value-based  approach,  and  supplement  disclosure  of the pro forma  impact on
operations  and per share  information  using the fair  value-based  approach as
required by SFAS No. 148 "Accounting  for Stock-Based  Compensation - Transition
and  Disclosure".   Stock-based   compensation   issued  to  non-employees   and
consultants  are measured at fair value in accordance  with SFAS No. 123. Common
stock purchase options and warrants issued to non-employees and consultants will
be measured at fair value using the Black-Scholes valuation model.

Earnings per share - The Company  presents  basic earnings per share ("EPS") and
diluted EPS on the face of all statements of  operations.  Basic EPS is computed
as  net  income  divided  by  the  weighted  average  number  of  common  shares
outstanding  for the period.  Diluted EPS reflects the  potential  dilution that
could occur from common shares  issuable  through stock options,  warrants,  and
other  convertible  securities.  As of December 31, 2004 and 2003, there were no
dilutable securities outstanding, thus diluted EPS is the same as basic EPS.

Foreign currency translation - The reporting currency used in the preparation of
these  consolidated  financial  statements is United States Dollars  (USD).  The
functional currency of the Company's  subsidiary  operating in Hong Kong is Hong
Kong Dollars (HKD) and its financial  records are  maintained  and its statutory
financial  statements  are  prepared  in HKD.  The  functional  currency  of the
Company's subsidiary  established in the PRC is Renminbi (RMB) and its financial
records are maintained and its financial statements are prepared in RMB.


                                       35
<PAGE>

Transactions  in foreign  currencies  are translated at exchange rates ruling at
the transaction  dates.  Monetary  assets and  liabilities  expressed in foreign
currencies at the balance sheet date are translated at rates of exchange  ruling
at the  balance  sheet  date.  Exchange  differences  arising in these cases are
included in net income on the statement of operations.

The translation of the consolidated  financial  statements into USD is performed
for balance  sheet  accounts  using the closing  exchange  rate in effect at the
balance sheet date and for revenue and expenses  using an average  exchange rate
during each reporting period. The resulting foreign currency translation gain or
loss is  included  in other  comprehensive  income in the equity  section of the
balance sheet.

Income  taxes - The  provision  for  income  taxes  has  been  reflected  in the
consolidated  income  statement as if the Company had filed separate tax returns
as an independent  company. The Company's results of operations were included in
the federal  income tax returns of Stanford.  Stanford and  BonusAmerica  do not
have a formal tax-sharing  arrangement,  and Stanford is treating the taxes paid
on  BonusAmerica  income  as a  capital  contribution  and will not be repaid to
Stanford.  BonusAmerica  uses the asset and liability  method of accounting  for
income  taxes.  Under this  method,  deferred  tax assets  and  liabilities  are
recognized for estimated  future tax  consequences  attributable  to differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities and their respective tax bases.  Deferred tax assets and liabilities
are  measured  using  enacted  tax rates in effect  for the year in which  those
temporary  differences  are expected to be recovered or settled.  The  resulting
deferred tax assets and  liabilities are adjusted to reflect changes in tax laws
or rates in the  period of  enactment.  Deferred  tax assets  are  reviewed  for
realization  and valuation  allowances  are recorded if it is deemed more likely
than not that some or all of the deferred tax assets will not be realized.

Comprehensive  income - The Company includes items of other comprehensive income
by their nature in a financial statement and displays the accumulated balance of
other  comprehensive  income  separately  from retained  earnings and additional
paid-in capital in the equity section of the balance sheet. Other  comprehensive
income consists of cumulative translation adjustments.

Fair value of financial  instruments  - Financial  instruments  include cash and
cash equivalents,  restricted cash,  accounts  receivable,  accounts payable and
other  accrued  expenses,  amounts  payable to director.  The carrying  value of
accounts  receivable  approximate  their fair values because of their short-term
nature.

Related party  transactions  - A related  party is generally  defined as (i) any
person that holds 10% or more of the Company's  securities  and their  immediate
families,  (ii)  the  Company's  management,  (iii)  someone  that  directly  or
indirectly  controls,  is  controlled  by or is under  common  control  with the
Company,  or (iv)  anyone who can  significantly  influence  the  financial  and
operating  decisions of the Company. A transaction is considered to be a related
party  transaction when there is a transfer of resources or obligations  between
related parties.

Recent  Accounting  Pronouncements  - The Financial  Accounting  Standards Board
issued the following  pronouncements during 2004, of which SFAS 123R is the only
one that may have a significant effect on the financial statements:

In March 2004, the EITF reached consensus on EITF Issue No. 03-6, "Participating
Securities and the Two Class Method under FASB Statement No. 128" ("EITF 03-6").
EITF 03-6 addresses a number of questions  regarding the computation of earnings
per share by companies that have issued  securities other than common stock that
contractually entitle the holder to participate in the dividends and earnings of
the company when, and if, it declares  dividends on its common stock.  EITF 03-6
also provides  further  guidance in applying the two-class method of calculating
earnings per share, clarifying what constitutes a participating security and how
to apply  the  two-class  method of  computing  earnings  per  share  once it is
determined  that  a  security  is  participating,   including  how  to  allocate
undistributed  earnings to such a security.  EITF 03-6 is  effective  for fiscal
periods beginning after March 31, 2004 and requires  retroactive  restatement of
prior earning per share amounts. This statement does not affect the Company.


                                       36
<PAGE>

In June 2004, the FASB issued EITF Issue No. 02-14,  "Whether an Investor Should
Apply the Equity Method of Accounting to  Investments  Other Than Common Stock."
EITF Issue No. 02-14 addresses  whether the equity method of accounting  applies
when an  investor  does not have an  investment  in  voting  common  stock of an
investee but exercises significant influence through other means. EITF Issue No.
02-14 states that an investor  should only apply the equity method of accounting
when it has investments in either common stock or in-substance common stock of a
corporation,  provided that the investor has the ability to exercise significant
influence  over the  operating  and  financial  policies  of the  investee.  The
accounting  provisions  of EITF Issue No. 02-14 are  effective for the reporting
period  beginning  after  September 15, 2004. This statement does not affect the
Company.

In November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs, an amendment
of ARB No. 43,  Chapter 4." The  amendments  made by SFAS No. 151  clarify  that
abnormal amounts of idle facility expense,  freight,  handling costs, and wasted
materials (spoilage) should be recognized as current-period  charges and require
the allocation of fixed  production  overheads to inventory  based on the normal
capacity of the production  facilities.  The guidance is effective for inventory
costs  incurred  during  fiscal years  beginning  after  November 23, 2004.  The
Company  does not  believe  the  adoption  of SFAS No.  151 will have a material
impact on our financial position, results of operations or cash flows.

In  December  2004,  the FASB  issued  a  revision  of  Statement  of  Financial
Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation" (SFAS
123R). SFAS 123R supersedes APB Opinion No. 25,  "Accounting for Stock Issued to
Employees,"  and its  related  implementation  guidance.  SFAS 123R  establishes
standards  for the  accounting  for  transactions  in  which  an  entity  incurs
liabilities  in exchange for goods or services  that are based on the fair value
of the  entity's  equity  instruments  or that may be settled by the issuance of
those equity instruments.  SFAS 123R does not change the accounting guidance for
share-based  payment  transactions with parties other than employees provided in
SFAS 123 as originally  issued and EITF Issue No. 96-18,  "Accounting for Equity
Instruments  That Are  Issued  to Other  Than  Employees  for  Acquiring,  or in
Conjunction with Selling, Goods or Services." SFAS 123R is effective for interim
reporting  period that begins after June 15, 2005. The Company is evaluating the
requirements  of SFAS 123R and expects that the adoption of SFAS 123R may have a
material impact on the Company's consolidated results of operations and earnings
per share.  The  Company  has not yet  determined  the method of adoption or the
effect of adopting  SFAS 123R,  and it has not  determined  whether the adoption
will result in amounts  that are  similar to the  current pro forma  disclosures
under SFAS 123.

In December  2004,  the FASB issued  SFAS No. 152,  "Accounting  for Real Estate
Time-Sharing  Transactions  - an  amendment of FASB  Statements  No. 66 and 67,"
which  discusses  the  accounting  and  reporting  of real  estate  time-sharing
transactions.  This  Statement is effective for financial  statements for fiscal
years  beginning  after June 15, 2005,  and  restatement  of  previously  issued
financial  statements  is not  permitted.  This  statement  does not  affect the
Company.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an  amendment  of APB  Opinion  No.  29." The  guidance in APB Opinion No. 29,
"Accounting  for  Nonmonetary  Transactions,"  is  based on the  principle  that
exchanges of  nonmonetary  assets should be measured  based on the fair value of
the  assets  exchanged  and  provided  an  exception  to the  basic  measurement
principle  (fair  value)  for  exchanges  of  similar  productive  assets.  That
exception  required  that  some  nonmonetary  exchanges,  although  commercially
substantive,  be recorded on a carryover  basis.  This Statement  eliminates the
exception to fair value for exchanges of similar  productive assets and replaces
it  with a  general  exception  for  exchange  transactions  that  do  not  have
commercial  substance--that  is, transactions that are not expected to result in
significant changes in the cash flows of the reporting entity. The provisions of
this Statement are effective for nonmonetary asset exchanges occurring in fiscal
periods  beginning after June 15, 2005,  applied  prospectively.  This statement
does not affect the Company.


                                       37
<PAGE>

NOTE 2 - SEGMENT INFORMATION

The primary  operating  segment of the Company is product sales which  generated
approximately  53%  (2003:  86%) of the  Company's  revenues  for the year ended
December 31, 2004. The other segment, advertising and list rentals generated 47%
of the Company's revenues for the year ended December 31, 2004 (2003: 14%).

Segment  information  is as follows as of and for years ended  December 31, 2004
and 2003:

                                                   Advertising and
2004                               Product sales    list rentals        Total
--------------------------------------------------------------------------------
Total revenues                     $  2,351,628     $  2,113,906    $  4,465,534
Operating income(loss)             $   (280,622)    $    876,829    $    593,207
Total assets                       $    862,334     $  1,768,217    $  2,630,551

                                                   Advertising and
2003                               Product sales    list rentals        Total
--------------------------------------------------------------------------------
Total revenues                     $  3,175,620     $    535,454    $  3,711,074
Operating income                   $    212,875     $    105,504    $    318,379
Total assets                       $    650,129     $    427,619    $  1,077,748

NOTE 3 - RESTRICTED CASH

BonusAmerica  maintains  a cash  reserve in the  amount of $20,000  with a bank,
which is restricted as to use as a requirement of the Company's merchant (credit
card) account.

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following at December 31, 2004:

Computers and equipment                            $    237,639
Furniture and fixtures                                   53,797
Leasehold improvements                                  326,407
                                                   ------------
                                                        617,843
Less accumulated depreciation                          (145,526)
                                                   ------------
                                                   $    472,317
                                                   ============

Depreciation  expense charged to operations for the year ended December 31, 2004
was $69,674 (2003: $70,152).

NOTE 5 - INCOME TAXES

As  discussed in Note 1,  BonusAmerica  has not  historically  been a tax paying
entity, and accordingly,  income taxes have been provided assuming  BonusAmerica
filed income tax returns on a separate-return basis.

During the year ended December 31, 2004, there was no provision for income taxes
due to the  Company's  loss  position  of  approximately  $94,000 for the parent
company level.

During the year ended December 31, 2003, the Company's  income taxes amounted to
$35,648,  of which $35,061  relates to state income taxes since  California  has
suspended the use of net operating loss carry-forwards.  The Company reduced its
income tax expense due to the reduction in the Company's  valuation allowance of
$103,270 related to the realization of the deferred tax assets.  At December 31,
2004,  deferred tax assets,  consisting  of net operating  loss  carry-forwards,
amounting to $79,000  (2003:  $53,164) were fully  reserved by  management.  The
valuation allowance increased during 2004 by approximately $26,000.


                                       38
<PAGE>

In 2004, the difference between the tax benefit derived by using the 34% Federal
tax rate and the zero  benefit  recorded  by the  Company is due to the  Company
providing a 100% valuation  allowance  against deferred tax assets. In 2003, the
difference  between the tax provision  derived by using the 34% Federal tax rate
and the  effective  rate of 10% is due to the  realization  of the  deferred tax
asset as discussed above.

Included  in the  provision  for  income  taxes of  $119,257  for the year ended
December 31, 2004 is a provision for Hong Kong profits tax of $117,934.  For the
subsidiary  operating in Hong Kong, Hong Kong profits tax has been provided at a
rate of 17.5% on the subsidiary's  estimated  assessable profits arising in Hong
Kong for 2004.

The subsidiary  operating in the PRC is subject to PRC Foreign Enterprise Income
Tax at a rate of 15% on the subsidiary's  assessable profits,  based on existing
PRC tax  legislation,  interpretations  and  practices  in respect  thereof.  No
provision for PRC Foreign  Enterprise Income Tax has been made as the subsidiary
did not have any assessable profits for 2004.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Litigation
The Company is subject to a limited  number of claims and actions  that arise in
the ordinary course of business. The litigation process is inherently uncertain,
and it is  possible  that  the  resolution  of the  Company  exists  and  future
litigation  may  adversely  affect  the  Company.  Management  is unaware of any
matters  that may have  material  impact on the  Company's  financial  position,
results of operations, or cash flows.

Employment contract
On January 1, 2004,  the Company  entered into an employment  agreement with its
chief  executive  officer which provides for an annual salary of $100,000,  plus
bonuses of up to 1% of base salary. On January 15, 2004, the Company amended the
employment agreement to adjust the salary to $60,000 per year plus bonuses of up
to 1% of net sales of  BonusAmerica  over and above $10  million,  valid for one
year.  The  contract  was  amended to  approximate  the fair  value of  services
rendered.

For the year ended December 31, 2004, the Company's chief executive  officer was
paid $60,000 (2003: $51,000).  Management believes that the estimated fair value
of his salary was  approximately  $100,000 in 2003, and accordingly,  management
provided  additional   compensation  expense  of  $49,000  in  the  consolidated
statement of operations for the year ended December 31, 2003.

NOTE 7 - RELATED PARTY TRANSACTIONS

Facilities

On March 1, 2004, the Company began renting warehouse and office facilities from
Stanford  on a  month-to-month  basis at $6,000 per month.  In July,  2004,  our
monthly rental  obligation  decreased to $3,500.  During the year ended December
31, 2004,  payments to Stanford related to rent were $47,610.  During 2003, such
amounts  were  allocated  by Stanford  based on square  footage  occupied by the
Company.  During the year ended December 31, 2003, rent expense allocated to the
Company amounted to $27,193.


                                       39
<PAGE>

Database rentals

The Company rents its customer  database to other  divisions of Stanford.  Rents
charged are based on 15% of  revenues  generated  from the use of the  database.
During the year ended  December  31,  2004,  the Company  generated  revenues of
$14,763 (2003: $170,480) from its database rentals.

Professional staff leased

On February  12, 2004,  the Company  entered into an agreement to pay Stanford a
percentage of employee  compensation based upon the percentage of employee hours
used by the Company in 2003. In connection  therewith,  Stanford will charge the
Company 68% of its total  employee  costs from  January to March  2004.  As from
April 1, 2004,  BonusAmerica  started paying its own employment cost. During the
year ended December 31, 2004, the Company incurred approximately $174,145 (2003:
$873,110), related to the leasing of professional staff.

Fixed assets rentals

On February  20, 2004,  the Company  agreed to lease  property and  equipment to
Stanford  based on a  reasonable  and agreed upon  charge.  Lease  charges  were
approximately  25% of the  depreciation  expense in 2003. The same percentage is
used for 2004 since the agreement  between the Company and Stanford  includes no
agreed upon  percentage.  During the year ended  December 31, 2004,  fixed asset
rental income was $17,400 (2003: $17,500).

Amount due from affiliate

The  Company  had a  commitment  to receive  $250,000  from  Stanford to support
operations.  The note bears an interest  rate of prime plus 1% and is  currently
due on demand.  As of December 31, 2004,  Stanford has paid in full the $250,000
commitment.

Settlement of note receivable and note payable to related party

Subsequent to June 30, 2004, the Company assigned a $160,000 note receivable and
$25,000 of accounts  receivables  in  settlement  of related  party  payables of
$158,517.  The excess of receivables  assigned to the amounts due of $26,483 was
recorded as interest expense.

Amounts due to related parties

The Company has a loan to a director at December 31, 2004 totaling $301,025 that
is  unsecured,  interest-free  and  repayable  on demand.  The Company also owes
$34,103 to a director and officer for accrued expenses  incurred in the ordinary
course of business.

NOTE 8 - OPERATING LEASE COMMITMENTS

During the year ended December 31, 2004, the subsidiaries operating in Hong Kong
and the PRC leased office  premises and staff  quarters under  operating  leases
with terms ranging from one to two years with fixed monthly rentals. None of the
leases included contingent rentals. Lease expense charged to operations for 2004
amounted to  approximately  $28,000 (2003:  Nil).  Future minimum lease payments
under  non-cancelable  operating for the next five years in the aggregate are as
follows:

      2004              $ 62,552
      2005              $ 43,152
      2006                    --
      2007                    --
      2008                    --
                        --------
      Total             $105,704
                        ========


                                       40
<PAGE>

ITEM  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

None.

ITEM 8A.  Controls and Procedures

(a)   Evaluation of Disclosure Controls and Procedures

Our Chief Executive  Officer and interim Chief Financial  Officer,  Michael Mak,
has evaluated our disclosure controls and procedures as of the end of the period
covered by this report.  Based upon that  review,  he has  concluded  that these
controls and procedures  are effective for  gathering,  analyzing and disclosing
the  information  that we are  required to disclose in the reports we file under
the Securities  Exchange Act of 1934,  within the time periods  specified in the
SEC's rules and forms.

(b)   Changes in Internal Control Over Financial Reporting

There  have been no  significant  changes in  internal  control  over  financial
reporting  that occurred  during the fiscal  period  covered by this report that
have materially  affected,  or are reasonably likely to materially  affect,  the
registrant's internal control over financial reporting.

ITEM 8B. Other Information

None.

                                    PART III

ITEM 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
With Section 16(A) Of The Exchange Act]

Our directors and officers,  as of December 31, 2004,  are set forth below.  The
directors hold office for their  respective term and until their  successors are
duly elected and  qualified.  Vacancies  in the  existing  Board are filled by a
majority vote of the remaining directors.  The officers serve at the will of the
Board of Directors.

Name               Age  Position                                  Director Since
----               ---  --------                                  --------------
Michael Mak        57   Chief Executive Officer, Interim Chief         2004
                        Financial Officer and Director
John A. Leper      49   Secretary and Director                         2004
Kam Chuen Lau      52   Director                                       2004

Michael Mak, our Chief  Executive  Officer and Director,  joined us in May 2004.
Mr.  Mak  founded  Stanford   International  Holding  Corporation  in  1999  and
BonusAmerica Corporation in 2002. He also ran eCommerce, a direct marketing firm
from 1999 to present. Mr. Mak began his business career with Berlin & Company, a
finance company located in Hong Kong in 1963, as a foreign exchange  dealer.  He
was promoted to Manager five years later, and made Associate Partner in 1972. He
managed the organization  until 1985 when he immigrated to the United States. He
subsequently   founded   and  managed  the   following   corporations:   Triwell
International  Corporation  from 1985 to present,  an importer and wholesaler of
general merchandise; Unitex Trading Corporation from 1987 to present, a designer
and  manufacturer  of brand name leather  goods and watches under the trade name
"Charles-Hubert,  Paris",  which wholesales to department stores and specialties
stores  throughout  North  America;  and Dingbats Inc.  from 1995 to present,  a
designer and importer of timepieces and licensed watches to Discount Stores.

John A. Leper is our Secretary and director.  Prior joining us, Mr. Leper served
as our Vice President in charge of developing our China-USA  trade portal called
TradeDragon,  as  well  as  consulting  in  the  areas  of  marketing,  business
development,  corporate planning and strategy.  From May 2001 to September 2003,
Mr. Leper served as the Chief  Marketing  Officer and  Turnaround  Strategist of
Stanford  International  Holding Corporation,  our parent company.  From 1994 to
2001,  Mr.  Leper  served as the  President  and was the  Founder of  TransMedia
Communications, a new-media company with a focus on developing and marketing new
consumer products and services.


                                       41
<PAGE>

Kam Chuen (KC) Lau,  one of our  directors,  also serves as the Chief  Financial
Officer for Stanford International Holding Corporation, or Stanford. Stanford is
the  beneficial  owner of 57.9% of our issued and  outstanding  shares of common
stock.  Mr. Lau joined  Stanford in 1991 and quickly  gained  senior  leadership
roles. At Stanford,  Mr. Lau helped establish Stanford's guidelines and internal
control  measures and  implemented  risk  management  systems and  procedures to
protect the company's  assets.  Mr. Lau is also involved in Stanford's  business
development  activities and assisted us in becoming a publicly  traded  company.
Prior to joining  Stanford,  Mr. Lau served as a Financial Manager at Sime Darby
Hong Kong  Group,  where he  developed  the  company's  accounting  systems  and
strengthened  its  internal  controls  for  two of  its  subsidiaries.  Mr.  Lau
contributed to the group for fifteen years.  Mr. Lau has worked in the financial
and accounting  field for more than thirty years.  Mr. Lau received his Bachelor
of Arts in  Accounting  with a minor in Business  Administration  from Hong Kong
Baptist University in 1975.

(a)   Significant Employees

Other than our  officers,  there are no  employees  who are  expected  to make a
significant contribution to our corporation.

(b)   Family Relationships

Our directors  currently have terms which will end at our next annual meeting of
the stockholders or until their  successors are elected and qualify,  subject to
their prior death,  resignation or removal.  Officers serve at the discretion of
the  Board of  Directors.  There are no  family  relationships  among any of our
directors and executive  officers.  There are no family  relationships among our
officers, directors, or persons nominated for such positions.

(c)   Legal Proceedings

No officer,  director, or persons nominated for these positions, and no promoter
or  significant   employee  of  our  corporation  has  been  involved  in  legal
proceedings that would be material to an evaluation of our management.

(d)   Audit Committee

We have undergone a significant  change in management  since our  acquisition by
Stanford.  We are in the process of searching for qualified  candidates to serve
as our Chief  Financial  Officer  and/or on our audit  committee and as an audit
committee financial expert.

Code of Ethics

We are in the  process  of  preparing  a code  of  ethics  that  applies  to our
principal  chief  executive  officer,  principal  financial  officer,  principal
accounting officer or controller, or persons performing similar functions.

Compliance with Section 16 of the Securities Exchange Act of 1934

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires our
directors and executive  officers and beneficial holders of more than 10% of our
common  stock to file with the  Commission  initial  reports  of  ownership  and
reports of changes in ownership of our equity securities. As of the date of this
Report,  we  believe  that all  reports  needed to be filed have been filed in a
timely manner for the year ended December 31, 2004. In making this statement, we
have relied solely on copies of any reporting forms received by us, and upon any
written  representations  received from reporting persons that no Form 5 (Annual
Statement  of Changes in  Beneficial  Ownership)  was required to be filed under
applicable rules of the Commission.


                                       42
<PAGE>

ITEM 10. Executive Compensation

The following table sets forth the cash and non-cash  compensation for the years
indicated  earned by or awarded to Michael Mak, our Chief Executive  Officer and
Interim  Chief  Financial  Officer,  and our only other  executive  officers and
employees  whose  total  cash  compensation  exceeded  $100,000,  or  the  Named
Executive Officers and employees, in fiscal year 2004.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                             Long-Term
                                                                 Annual Compensation     Compensation Awards
                                                                ---------------------    --------------------
                                                                                             Securities
                                               Fiscal Year                                    Underlying            All Other
Name and Principal Position                   Ended June 30      Salary         Bonus          Options             Compensation
                                              -------------      -------       ------        -----------           -------------
<S>                                               <C>            <C>           <C>               <C>                 <C>
Michael Mak                                       2004           $60,000       $   --             --                 $   --
Chief Executive Officer and Interim               2003            51,000           --             --                     --
    Chief Financial Officer
John A. Leper
    Secretary                                     2004            35,000           --             --                     --
</TABLE>

Employment Agreements

On January 15 2004,  we entered into an employment  agreement  with Michael Mak,
our chief  executive  officer,  which  provides for an annual salary of $60,000,
plus bonuses of up to 1% of base salary.

Compensation of Directors

Members of our Board of Directors receive no compensation for such service.

ITEM 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters

      Security Ownership - Certain Beneficial Owners

Beneficial  ownership  is shown as of April 12, 2005 for shares held by (i) each
person or entity known to us to be the  beneficial  owner of more than 5% of our
issued and  outstanding  shares of common  stock  based  solely upon a review of
filings made with the  Commission and our knowledge of the issuances by us, (ii)
each of our  directors,  (iii) our Chief  Executive  Officer and our three other
most highly compensated officers whose compensation exceeded $100,000 during the
fiscal year ended December 31, 2004, or the Named Executive  Officers,  and (iv)
all of our current directors and executive officers as a group. Unless otherwise
indicated,  the persons listed below have sole voting and investment  power with
respect to the shares and may be  reached  at 834 S.  Broadway,  5th Floor,  Los
Angeles, California 90014.


                                       43
<PAGE>

<TABLE>
<CAPTION>
                                              Shares Presently
                                                 Acquirable                    Percentage of Class
                                                 Within 60                         Beneficially
    Beneficial Owner          Shares              Days(1)           Total             Owned
<S>                           <C>                       <C>        <C>                <C>
Stanford International        11,500,000                0          11,500,000         57.9%
  Holding Corporation (2)
Michael Mak (2) (3) (4)       11,500,000                0          11,500,000         57.9%
Carson Wong (2)               11,500,000                0          11,500,000         57.9%
Steven Wong (2)               11,500,000                0          11,500,000         57.9%
John A. Leper (3) (4)                  0                0                   0            0%
Ernest Cheung (5)              2,351,380                0           2,351,380        11.84%
Kam Chuen Lau(3)                       0                0                   0            0%

All Officers and              11,500,000                0          11,500,000         57.9%
  Directors as a Group
  (3 persons)
</TABLE>

----------
* Less than 1%.

(1)   Shares of common stock  subject to options and warrants that are currently
      exercisable  or exercisable  within 60 days are deemed to be  beneficially
      owned by the person  holding the options and warrants for  computing  such
      person's percentage,  but are not treated as outstanding for computing the
      percentage of any other person.

(2)   Michael Mak, our Chief Executive Officer,  Interim Chief Financial Officer
      and director,  is also the Chief Executive  Officer and a beneficial owner
      of approximately 40.36% of Stanford International Holding Corporation,  or
      Stanford.  According  to the  Schedule  13D filed with the  United  States
      Securities  and Exchange  Commission  on June 28, 2004,  by Stanford:  (i)
      Stanford owns 11,500,000  shares  (approximately  57.9%) of our issued and
      outstanding  Common  Stock;  and (ii) each of Carson Kwong and Steven Wong
      owns approximately 9.64% and 50%, respectively, of Stanford.

(3)   Director.

(4)   Executive Officer.

(5)   Includes  2,351,380  shares of our common stock  currently  held by Archer
      Pacific Management, Inc., an affiliate of Mr. Cheung. Mr. Cheung served as
      our Secretary until October 26, 2004, and served on our Board of Directors
      until January 20, 2005.

ITEM 12. Certain Relationships and Related Transactions

Premises

On March 1, 2004, we began renting warehouse and office facilities consisting of
approximately  5,000 square feet from  Stanford  (which leases the premises from
Anjac) on a month-to-month basis at $6,000 per month. In July, 2004, our monthly
rental obligation  decreased to $3,500.  During the twelve months ended December
31, 2004, payments to Stanford related to rent were $47,610.

Database Rentals

We rent our customer database to other divisions of Stanford.  Rents charged are
based on 15% of revenues  generated  from the use of the database by  Stanford's
other  divisions.  During the twelve months ended December 31, 2004 and 2003, we
received $14,763 and $170,480,  respectively, from Stanford and other affiliates
in connection with database  rentals.  This arrangement is terminable by us upon
notice to Stanford.

Leasing of Professional Staff

On February 12, 2004,  we entered into an oral  agreement to lease from Stanford
certain  employees.  Pursuant  to the  terms of the  agreement,  we would  pay a
portion of the leased employee's compensation costs based upon the percentage of
employee hours used by us in 2003. In connection therewith,  Stanford charged us
68% of its total  employee  costs from January to March 2004.  In April 2004, we
started  paying our own  employment  cost,  and we ceased to lease  professional
staff from Stanford.  During the twelve months ended December 31, 2004 and 2003,
we incurred  approximately $174,145 and $873,110,  respectively,  related to the
leasing of professional staff.


                                       44
<PAGE>

Fixed Assets Rentals

On February 20, 2004, we agreed to lease property and office and other equipment
from Stanford based on a reasonable  and agreed upon charge.  Lease charges were
approximately  25% of the  depreciation  expense in 2003. The same percentage is
used for 2004 since the  agreement  between us and  Stanford  includes no agreed
upon  percentage.  During the twelve  months  ended  December 31, 2004 and 2003,
fixed asset rental  income was $17,400 and $17,500,  respectively.  We intend to
continue leasing the property and office and other equipment in the near future.

Amounts Due From Affiliate

We have a commitment to receive $250,000 from Stanford to support  operations in
the form of a promissory  note. The note bears an interest rate of prime plus 1%
and is currently  due on demand.  As of December 31, 2004,  Stanford has paid in
full the $250,000 commitment.

t 0 0 During the twelve  months ended  December 31, 2004, we advanced the amount
of $79,000 on an interest-free to Stanford. This amount was repaid in full as of
December 31, 2004.

On April 1, 2004, we issued a non-interest bearing note receivable of $50,000 to
Stanford.  At year-end,  this amount  remained unpaid and is accounted for as an
account receivable.

"AHNSER" Private Label Products

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

Settlement of Note Receivable and Note Payable to Related Party

Since our inception,  Mr. Fred Tse (our former  director and officer) and Archer
Pacific  Management  Inc.,  an  affiliate  of Ernest  Cheung  (one of our former
directors and officers),  advanced to us several interest free,  demand loans in
the total sum of $158,516, which were used for organizational and start-up costs
and operating capital. On June 30, 2004, we entered into an assignment agreement
with each of Mr. Tse and Archer Pacific  Management,  Inc.  pursuant to which we
assigned  to Mr.  Tse and  Archer  Pacific  Management,  Inc.,  a $25,000  and a
$160,000 note  receivable,  respectively,  in settlement of such interest  free,
demand loans.  The excess of the  receivable  assigned to amounts due of $26,483
was recorded as interest expense.

Promissory Notes

During  fiscal year 2003,  interest  income of $9,600 (2002 - $2,068) was earned
from a  company  controlled  by an  individual  related  to  one  of our  former
directors.

During fiscal year 2003, rent of $4,165 (2002 - $3,423) was charged by a company
wholly-owned by one of our former directors.


                                       45
<PAGE>

ITEM 13. Exhibits and Reports on Form 8-K

(a)   Exhibits

            3.1   Articles of  Incorporation  filed with the Nevada Secretary of
                  State  on  February  1,  2002  (Exhibit  3.1  to  Registration
                  Statement on Form SB-2 filed with the  Commission on April 25,
                  2002)

            3.2   First  Amendment to Articles of  Incorporation  filed with the
                  Nevada Secretary of State on May 20, 2004 (Exhibit 3.1 to Form
                  8K/A filed with the Commission on May 26, 2004)

            3.3   Bylaws  (Exhibit  3.4 to  Registration  Statement on Form SB-2
                  filed with the Commission on April 25, 2002)

            3.4   Amended  Bylaws  (Exhibit  3.2 to Form  10Q-SB  filed with the
                  Commission on February 19, 2003)

            4.1   Form  of  Stock  Certificate   (Exhibit  4.1  to  Registration
                  Statement on Form SB-2 filed with the  Commission on April 25,
                  2002)

            4.2   Form of  Subscription  Agreement  (Exhibit  99.1 to Form  SB-2
                  filed with the Commission on April 25, 2002)

            4.3   Demand  Promissory Note in the principal amount of US$100,000,
                  dated  April 3,  2002  from  the  Company  in favor of  Archer
                  Pacific  Management Inc.  (Exhibit 4.2 to Form SB-2 filed with
                  the Commission on April 25, 2002)

            4.4   Demand   Promissory   Note   in  the   principal   amount   of
                  US$39,010.97, dated March 8, 2002 from the Company in favor of
                  Archer Pacific Management Inc. (Exhibit 4.3 to Form SB-2 filed
                  with the Commission on April 25, 2002)

            4.5   Demand   Promissory   Note   in  the   principal   amount   of
                  US$19,506.16, dated March 8, 2002 from the Company in favor of
                  Fred Tse (Exhibit  4.4 to Form SB-2 filed with the  Commission
                  on April 25, 2002)

            10.1  Assignment,  dated June 30,  2004,  between  the  Company  and
                  Archer Pacific  Management  Inc.  (Exhibit 10.1 to Form 10Q-SB
                  filed with the Commission on November 22, 2004).

            10.2  Assignment,  dated June 30, 2004, between the Company and Fred
                  Tse (Exhibit 10.2 to Form 10Q-SB filed with the  Commission on
                  November 22, 2004).

            10.3  Share Exchange  Agreement (Exhibit 10.1 to Form 8-K filed with
                  the Commission on March 9, 2004)

            21    Subsidiaries List (filed herewith)

            24    Power of Attorney (filed herewith) (see signature page)

            31.1  Certification  of Chief Executive  Officer  pursuant to 13a-14
                  and 15d-14 of the Exchange Act (filed herewith)

            31.2  Certification  of Chief Financial  Officer  pursuant to 13a-14
                  and 15d-14 of the Exchange Act (filed herewith)

            32    Certificate pursuant to 18 U.S.C. ss. 1350 (filed herewith)

(b)   Reports on Form 8-K.

We filed the following Current Reports on Form 8-K during the quarter covered by
this Form 10-KSB:

A  Current  Report  filed  on  October  15,  2004  in  which  we  disclosed  the
resignations of Stephen Kenwood and Fred Tse as our directors.


                                       46
<PAGE>

A Current  Report filed on October 29, 2004 in which we disclosed  our dismissal
of McKennon, Wilson & Morgan LLP as our principal independent accountant and our
engagement of HLB Hodgson Impey Cheng and its United States affiliate,  Clancy &
Co., P.L.L.C.  We filed an amendment to this Current Report on November 18, 2004
in which we corrected typographical errors in the initial filing.

ITEM 14. Principal Accountant Fees and Services

      The  following  is a  summary  of the fees  billed  to us by Clancy & Co.,
P.L.L.C.   and   its   Hong   Kong   affiliate,    HLB   Hodgson   Impey   Cheng
(collectively,"Clancy"),  McKennon,  Wilson  &  Morgan  LLP  ("MWM")  and  Moore
Stephens Ellis Foster LTD.  ("MSEF") for professional  services rendered for the
years ended December 31, 2004 and 2003:

                                  2004                       2003
                                  ----                       ----

     Service           Clancy      MWM      MSEF    Clancy    MWM       MSEF
     -------

Audit Fees            $128,000   $ 40,000    $--      $--   $ 53,600     $--

Audit Related Fees          --         --     --       --         --      --

Tax Fees                    --         --     --       --         --      --

All other Fees              --         --     --       --         --      --

        TOTAL         $128,000   $ 40,000    $--      $--   $ 53,600     $--
                      ========   ========    ===      ===   ========     ===

Audit fees  consist of the  aggregate  fees  billed  for  professional  services
rendered for the audit of our annual  financial  statements,  the reviews of the
financial  statements  included in our Forms  10-QSB and for any other  services
that  are  normally  provided  by  Clancy,  MWM or MSEF in  connection  with our
statutory and regulatory filings or engagements.

Audit  related  fees  consist of the  aggregate  fees  billed  for  professional
services  rendered  for  assurance  and related  services  that were  reasonably
related to the  performance  of the audit or review of our financial  statements
that were not otherwise included in Audit Fees.

Tax fees consist of the aggregate fees billed for professional services rendered
for  tax  compliance,  tax  advice  and tax  planning.  These  services  include
assistance regarding federal, state and local tax compliance and consultation in
connection with various transactions and acquisitions.

All other fees  consist of the  aggregate  fees billed for products and services
provided by Clancy,  MWM or MSEF and not otherwise included in Audit Fees, Audit
Related fees or Tax Fees.

The policy of our Board of Directors is to review and pre-approve both audit and
non-audit  services to be provided by the independent  auditors (other than with
de minimis  exceptions  permitted by the  Sarbanes-Oxley Act of 2002). This duty
may be  delegated  to one or more  designated  members of our Board of Directors
with any such approval reported to the committee at its next regularly scheduled
meeting.  Approval of  non-audit  services  shall be  disclosed  to investors in
periodic  reports  required by section 13(a) of the  Securities  Exchange Act of
1934, as amended.  All of the fees paid to Clancy, MWM or MSEF were pre-approved
by our Board of Directors.

No services  in  connection  with  appraisal  or  valuation  services,  fairness
opinions or  contribution-in-kind  reports were rendered by Clancy, MWM or MSEF.
Furthermore,  no work  of  Clancy,  MWM or MSEF  with  respect  to its  services
rendered  to us was  performed  by  anyone  other  than  Clancy,  MWM  or  MSEF,
respectively.


                                       47
<PAGE>

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                       BONUSAMERICA WORLDWIDE CORP.

                                       /s/ MICHAEL MAK
                                       -----------------------------------------
                                       MICHAEL MAK, Chief Executive Officer
                                       (Principal executive officer)

                                       /s/ MICHAEL MAK
                                       -----------------------------------------
                                       MICHAEL MAK, Chief Financial Officer
                                       (Principal financial officer)

Dated: April 15, 2005

In accordance  with the  requirements  of the Exchange Act, this report has been
signed  below on behalf of the  registrant  and in the  capacities  indicated on
April 15, 2005.

Each person whose signature  appears below  constitutes and appoints Michael Mak
as his true and lawful  attorneys-in-fact  and agents,  each acting alone,  with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead,  in any and all  capacities,  to sign any and all  amendments to this
Annual  Report on Form 10-KSB and to file the same,  with all exhibits  thereto,
and other  documents  in  connection  therewith,  with the U.S.  Securities  and
Exchange  Commission,  granting  unto said  attorneys-in-fact  and agents,  each
acting alone,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all said  attorneys-in-fact  and agents,  each acting alone,  or his
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

         Signature                    Title
         ---------                    -----

/s/ MICHAEL MAK              Chief Executive Officer, Interim Chief Financial
-----------------------      Officer (Principal executive officer and Director)
Michael Mak

/s/ JOHN A. LEPER            Secretary and Director
-----------------------
John A. Leper

/s/ KAM CHUEN LAU            Director
-----------------------
Kam Chuen Lau


                                       48