UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                   FORM 10-KSB

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      |X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 2005
                                       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 333-64804
                             -----------------------
                          BONUSAMERICA WORLDWIDE CORP.
                 (Name of Small Business Issuer in Its Charter)

               NEVADA                                    75-3026459
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

        834 S. Broadway, 5th Floor                        90014
         Los Angeles, California
 (Address of principal executive offices)               (Zip Code)

                                  213-243-1505
              (Registrant's telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock ($0.001
par value)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |_|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes |X| No |_|

Check if there is no disclosure of delinquent filers pursuant 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. |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

State issuer's revenues for its most recent fiscal year. $2,188,642.

The aggregate market value of the voting and non-voting common stock held by
non-affiliates as of 12/31/2005 was approximately $360,000.00 using the closing
price per share of $0.06, as reported on NASDAQ as of such date.

The number of shares of registrant's common stock outstanding as of 12/31/05 was
19,862,000.

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<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None

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                          BonusAmerica Worldwide Corp.
                          Annual Report on Form 10-KSB
                      For the Year Ended December 31, 2005

                                      INDEX

PART I
   ITEM 1.   Description of Business.........................................  3
   ITEM 1A.  Risk Factors....................................................  9
   ITEM 1B.  Unresolved Staff Comments....................................... 20
   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
   ITEM 5.   Market for Common Equity, Related Stockholder Matters
               and Small Business Issuer Purchases of Equity Securities...... 20
   ITEM 6.   Management's Discussion and Analysis or Plan of Operation ...... 21
   ITEM 7.   Financial Statements............................................ 24
   ITEM 8.   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure........................... 36
   ITEM 8A.  Controls and Procedures......................................... 36
   ITEM 8B.  Other Information............................................... 36

PART III
   ITEM 9.   Directors and Executive Officers of the Registrant.............. 37
   ITEM 10.  Executive Compensation.......................................... 38
   ITEM 11.  Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters.................... 39
   ITEM 12.  Certain Relationships and Related Transactions.................. 40
   ITEM 13.  Exhibits and Reports on Form 8-K ............................... 41
   ITEM 14.  Principal Accountant Fees and Services.......................... 42

SIGNATURES................................................................... 44

                INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

      This Annual Report on Form 10-KSB contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential" or "continue," the negative of such terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially.

      Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of the forward-looking
statements. We undertake no duty to update any of the forward-looking statements
after the date of this report to conform such statements to actual results or to
changes in our expectations.

      Readers are also urged to carefully review and consider the various
disclosures made by us which attempt to advise interested parties of the factors
which affect our business, including without limitation the disclosures made
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and under the caption "Risk Factors" included herein.

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ITEM 1. Business

Overview

BonusAmerica Worldwide Corporation ("BAWC," "we" and the "Company") offers a
suite of advertising and media services and products that meet the need of
marketers and advertisers including Internet marketing, search engine marketing
("SEM"), email marketing and print advertising. We work closely with advertisers
to implement integrated online and offline advertising and media solutions and
manage campaign planning and execution.

We are further establishing our media and advertising division by working with
our current consumer-base to increase printed advertising in a quarterly
industrial magazine and direct mailing services.

We are one of the few established providers of Internet marketing services and
online advertising technology within the People's Republic of China ("PRC"). We
sell our products and services worldwide from 5 sales locations in 3 countries
to a consumer base in Asia, North America, Europe, and Canada.

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. At the time of the
transaction, Stanford was owned by Michael Mak, our current President, Chief
Executive Officer and director, Carson Kwong, a former director, and Steven
Wong. A Form 13D was filed on June 28, 2004 denoting the beneficial ownership of
Stanford. Furthermore, on April 16, 2005, Mr. Mak purchased 100% of the
ownership of Stanford from Carson Kwong 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. Mr. Kam C. Lau resigned his
position as a director of the Company on November 15, 2005. Currently, our board
of directors consists of Michael Mak, who is also our President and Chief
Executive Officer and John A. Leper, who is also our Vice-President and
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, a wholly-owned subsidiary, 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.

We are currently in the process of changing our name from BonusAmerica Worldwide
Corporation to Asia Global Holdings Corporation. Completion of the name change
should take place by the end of April 2006. Furthermore, once the name change
has been accepted, we will obtain a new symbol, a new CUSIP, file the proper
notifications of our name change with NASD and the SEC and file an appropriate
Form 8-K.

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<PAGE>

Currently

Up until recently the primary business of the Company was a direct marketing,
Internet commerce and media company based out of Los Angeles, California with
operations in Hong Kong and China, in which the Company was 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 have now shifted our focus away from Internet retail and commerce to direct
all of our resources toward the growth of our media and advertising business
within the Asian marketplace. We are in the process of moving our main
operations and headquarters from Los Angeles, California to our Hong Kong
offices which will facilitate the identification, evaluation and acquisition of
Asian opportunities ahead of the competition. However at this time, our
headquarters is still located at 834 S. Broadway, 5th Floor, Los Angeles,
California 90014.

Our Los Angeles, California offices will continue to be used primarily for the
purpose of seeking out, evaluating and acquiring investment opportunities in the
United States and Europe, which are compatible with our current goals. We
believe by relocating our headquarters offices to Hong Kong will broaden our
access to the marketplace and still allow us to maintain our presence in the
U.S.

We have experienced an overall decrease in revenue for the 12 months ending
December 31, 2005. The decrease was primarily derived from a 98% decrease in
revenue from our product sale division as a result of re-focusing our business
direction towards Advertising and Media.

While revenues and profits have decreased 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 necessitated 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
the majority 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 current operations include the following:

      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.

Our wholly-owned subsidiary, Sino Trade - Intelligent Development Corp. LTD., an
organization formed under the laws of Hong Kong, or Sino Trade, provides
infrastructure support for our operations in China and Hong Kong and helps
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 all four
quarters of 2005. Through Sino Trade, we operate three 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 30 % of China's total exports for 2005. Our office in Hong Kong
serves as our China communications hub.

Our wholly-owner subsidiary, Wah Mau Corporate Planning Development (Shenzhen)
Company Limited, an organization formed under the laws of the People's Republic
of China,(1) or Wah Mau, provides infrastructure support for our operations in
China and Hong Kong and helps 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 all four quarters of 2005.

Communications between our Hong Kong office and our headquarter offices located
in Los Angeles allows for seamless international business operations. Corporate
management and strategy, marketing, and US Sales are handled in the U.S. office
while China marketing, sales, IT, 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.

----------
(1) This is an English translation of the official Chinese name.

                                     - 4 -
<PAGE>

THE ONLINE ADVERTISING INDUSTRY

Overview

Online advertising, which effectively began in 1994, has now been in existence
for over a decade. The advertising medium rapidly increased in popularity during
the late nineties, and, driven by high spending by dot-com companies, reached
its first peak in 2000. With the dissolution of many of the dot-com companies in
2000, however, spending levels dropped drastically. In contrast, the number of
consumers using the Internet continued to steadily increase. Following a
troubled online advertising period between 2001 and 2003 due to the resulting
economic recession, Internet advertising once again emerged as a force in 2004
and embraced the large online audience that had continued to build.

Web Publishers

Web publishers aim to profit from content, commerce and advertising on their Web
sites. An experienced web publisher will also seek to identify and analyze user
preferences in order to improve the Web site, thereby strengthening its
relationship with its online audience and enhancing its appeal to advertisers.
The current Internet advertising environment presents a number of challenges.
Web publishers look to Internet advertising companies for assistance in the
following areas:

      o     Increasing Advertising Revenue. Web publishers want to maximize the
            revenue that they receive from advertising on their Web sites.
            Critical factors vary depending on the type of Web site.

      o     Smaller Web Sites. Most Web sites lack the critical mass of audience
            necessary to attract attention from prospective advertisers and
            advertising agencies. As a result, it is not economically
            justifiable for them to build, maintain and supervise their own
            sales force. Further, due to the smaller audience, many Web sites do
            not subdivide their advertising sales by content area and,
            therefore, lose the opportunity to charge advertisers a premium for
            targeting specific subsets of their audience. As a result, many Web
            publishers outsource their advertising sales function to companies
            that represent a portfolio or network of many Web sites.

      o     Premium Web Sites. Web sites with high brand recognition and a large
            online audience want to ensure that they sell premium advertising
            inventory to top advertisers for the best price. Premium Web sites
            may not have a cost effective way of reaching these advertisers, or
            may choose to outsource a portion of their advertising sales so that
            their employees can dedicate their time to other aspects of the
            business.

      o     Unsold Inventory. Many Web sites have advertising inventory that
            remains under-sold or unsold. Web sites may experience diminishing
            returns if they try to reduce their excess inventory on their own.
            Web publishers may opt to work with companies representing a
            portfolio or network of Web sites, giving them the opportunity to
            generate revenue by reducing or eliminating unsold inventory.

      o     Delivering and Managing High Volumes of Advertisements. Many Web
            publishers lack the resources to develop and operate the technology
            required to deliver high volumes of advertisements efficiently,
            while providing adequate targeting and accurate measurement and
            billing to advertisers. As a result, many Web publishers rely on
            third-party firms to deliver and manage advertisements and account
            data on their Web sites.

Advertisers

Advertisers aim to profit from selling products and services and building their
brands online. Internet advertising offers a variety of options, including
traditional advertising formats, such as banner, pop-up and pop-under
advertisements and e-mail, enhanced advertisements, such as online search and
rich media advertisements containing moving graphics, sound and video and SEM
campaigns. Advertisers also must consider whether they wish to run general
advertisement campaigns that reach a broad group of consumers or target more
defined audiences by advertising on select Web sites, through behavioral
targeting or otherwise. Advertisers look to Internet advertising companies with
expertise in the following areas:

      o     Targeting Online Audiences. With an ever-increasing number of Web
            sites and variety of content, online audiences are increasingly
            fragmented and harder for advertisers to reach. Advertisers need
            third-party firms that can provide them with reliable tools to reach
            and target their desired audience segments online.

                                     - 5 -
<PAGE>

      o     Controlling Costs. It has become increasingly costly for advertisers
            to coordinate online advertising campaigns across numerous smaller
            Web sites, to work with premium Web sites and to run campaigns. Web
            advertising costs have also increased as a greater number of
            advertisers compete for ad impressions. Advertisers look to Internet
            advertising companies that offer them cost-effective ways to
            advertise their brands and aggregate their online audiences into a
            larger customer base.

      o     Structuring Advertising Campaigns. As the Internet has expanded, the
            variety of options available to advertisers has also increased.
            Advertisers must decide which Web sites to work with, what their
            target audience is and how they can best target that audience.
            Advertisers need assistance to ensure that their online spending
            budget is allocated effectively.

      o     Serving Advertisements and Managing Campaigns. Advertisers need
            software that can deliver advertisements in a variety of formats and
            measure the performance of their campaigns accurately and quickly.
            Many advertisers lack the analytical tools to actively manage larger
            or complex advertising campaigns, target appropriate users,
            efficiently run advertising campaigns utilizing a variety of formats
            and ensure the accuracy of measurement and billing. These
            advertisers may choose to outsource these functions to third-party
            providers.

Strategy

In 2002, 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:

      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 present and
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 targets: (i) U.S.-based buyers seeking to buy from
suppliers in China; and (ii) China-based suppliers seeking to sell to the United
States. Next, 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 23
salespeople who are located throughout three sales offices in China.

                                     - 6 -
<PAGE>

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.

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.

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, 2005, our Media and Advertising
division accounted for 98 % 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.

                                     - 7 -
<PAGE>

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 has discontinued marketing for online retailing through BonusAmerica
websites.

Our Competitors

We face intense competition in our current operating division of 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).

Most 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-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 22% of total revenues in fiscal year 2005. In addition, the fourth
quarter accounted for a substantial portion of our net earnings in 2005.

Employees

As of December 31, 2005, we employed approximately 38 associates, approximately
30% of whom were full-time. We consider our associate relations to be good.

Privacy Protection

The growth of our business and of the Internet depends on user trust in the
integrity of the Internet and in the businesses that use it. We believe that
fostering user confidence in online privacy is an integral component of our
commitment to delivering the right message to the right user at the right time.
We actively monitor privacy laws and regulations, and we take seriously the
principles that consumers must have notice and choice and confidence that their
information is secure.

We may collect non-personally identifiable information on behalf of our
customers in the delivery of Internet advertising. When we perform such
services, we provide notice to users about our use of such information and
insist that our customers provide users with the choice not to participate. We
do not directly collect or maintain a database of personally identifiable
information about online consumers or associate online and offline information
collected about users. We insist that our customers provide notice to users
about the marketing uses of personally identifiable information collected
online, including whether they associate online and offline information about
users, and that they provide users with the choice not to participate.

Website Access to our SEC Reports

Our Internet website address is www.BonusAmerica.com/bacorp. Through our
Internet website, we will make available, free of charge, the following reports
as soon as reasonably practicable after electronically filing them with, or
furnishing them to, the SEC: our Annual Reports on Form 10-K; our Quarterly
Reports on Form 10-Q; our Current Reports on Form 8-K; and amendments to those
reports filed or furnished pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Our Proxy Statements for our
Annual Stockholder Meetings are also available through our Internet website. Our
Internet website and the information contained therein or connected thereto are
not intended to be incorporated into this Annual Report on Form 10-K.

                                     - 8 -
<PAGE>

You may also obtain copies of our reports without charge by writing to:

BonusAmerica Worldwide Corporation

834 S. Broadway, 5th Floor
Los Angeles, California 90014
Attn: Investor Relations

ITEM 1A: Risk Factors

Risks Related to BonusAmerica Worldwide Corporation

We may not be able to sustain our profitability.

We were unable to achieved profitability in accordance with generally accepted
accounting principles in the United States, or GAAP, for the year ended December
31, 2005 but we may be unable to achieve profitability in the future. We
incurred net losses of $382,400 for the twelve months ended December 31, 2005.
Each preceding year we had net gains in operations. Even if we do achieve
profitability, we may not be able to sustain or increase profitability on a
quarterly or an annual basis in the future.

We may not be ale to successfully upgrade and integrate our existing products
and technology.

Our ability to compete depends, in part, on our success at upgrading and
integrating our existing products and technology. From time to time we upgrade
and issue new releases of our existing technology to integrate new
functionalities and respond to industry developments. We may experience bugs,
delays, difficulties or increased costs that could hinder or prevent the
successful design, integration, development, introduction or marketing of new
releases of our technology. In addition, we must ensure that performance levels
of our technology remain steady when we release new versions to our customers.
Any material delays in introducing a new release or performance problems could
cause us to lose customers and cause our revenue to decline.

Our international operations face legal and cultural challenges and subject us
to additional risks. We have operations in a number of international markets,
including Asia, United States, Europe and Canada, and we currently derive more
than half our revenue from non-U.S. markets. To date, we have limited experience
in marketing, selling and distributing our solutions internationally. Our
international operations are subject to other risks, including:

      o     changes in regulatory requirements;

      o     reduced protection for intellectual property rights in some
            countries;

      o     potentially adverse tax consequences and restrictions on cash flow
            resulting from, among other things:

            o     local statutory liquidity requirements for businesses
                  operating in certain foreign countries;

            o     the need to maintain cash balances to meet short-term capital
                  requirements;

            o     operations in foreign countries with higher tax rates than the
                  United States;

            o     the inability to utilize certain foreign tax credits; and

            o     the inability to utilize some or all of our losses generated
                  in one or more foreign countries;

      o     general import/export restrictions relating to encryption technology
            and/or privacy matters;

      o     difficulties and costs of staffing and managing foreign operations;

      o     local law requirements governing employment contracts, which may
            impose, among other things, minimum notice periods and minimum
            severance payments for involuntary terminations;

      o     political and economic instability;

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      o     fluctuations in currency exchange rates; and

      o     seasonal reductions in business activity during the summer months in
            Europe and certain other parts of the world.

      o     Any or all of these risks could affect our business outside of the
            United States and negatively impact our results of operations.

We are undertaking several global initiatives in order to better leverage our
business, and our efforts may not be successful or may not be beneficial to each
of the offices in which we operate.

In order to realign and better leverage our business we have commenced several
global initiatives, including harmonizing our global product lines across the
offices in which we operate and creating global standards for product
management, development and marketing, which we will continue during the course
of 2006. In order to synchronize our various offices and create a uniform
worldwide business model we will need to, among other things, set up uniform
processes, formalize and build out training courses, set up global information
sharing and communication processes, identify and track productivity and cost
measurements and identify areas of inefficiency and develop global recovery
plans. While we anticipate that the global realignment will have cost and
efficiency savings for our business, there is no guarantee that our global
efforts will be successful over the long run. Additionally, the global business
model that we implement for each of our business segments may not be the ideal
standard for each of our offices, and may result in increased costs and
decreased savings for particular offices and lines of business throughout our
organization.

Our future revenues and results of operations may be difficult to forecast and
results in prior periods may no be indicative of future results.

At times in the past and in certain segments, our revenues have grown
significantly and have decreased significantly. Accurate predictions of future
revenues are difficult because of the rapid changes in the markets in which we
operate.

Our results of operations have fluctuated and may continue to fluctuate
significantly in the future as a result of a variety of factors, many of which
are beyond our control. These factors include:

      o     the addition of new clients or the loss of existing clients;

      o     changes in fees paid by advertisers or other clients;

      o     changes in the amount of royalties payable by us to owners of Web
            sites or the imposition of new charges or fees by Web site owners;

      o     the demand by advertisers and Web publishers for our advertising
            solutions;

      o     the introduction of new Internet marketing services by us or our
            competitors;

      o     variations in the levels of capital or operating expenditures and
            other costs relating to the maintenance or expansion of our
            operations, including personnel costs;

      o     seasonality, which tends to result in lower revenue during the
            summer months of the third quarter and higher revenue in the fourth
            quarter of each year;

      o     changes in results of operations brought about by newly acquired
            businesses or new joint ventures, which may be exceedingly difficult
            to predict due to management's lack of history with such businesses
            or joint ventures;

      o     changes in governmental regulation of the Internet; and

      o     general economic conditions.

Our future revenues and results of operations may be difficult to forecast due
to the above factors and the time we may need to adequately respond to any
changes in them. Our profit margins may suffer if we are unable to pass some of
the costs on to our customers. In addition, our expense levels are based in
large part on our investment plans and estimates of future revenues. Any
increased expenses may precede or may not be followed by increased revenues, as
we may be unable to, or may elect not to, adjust spending in a timely manner to
compensate for any unexpected revenue shortfall. As a result, we believe that
period-to-period and year-to-year comparisons of our results of operations may
not be meaningful.

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We could be adversely affected by an impairment of significant amount of
goodwill and/or intangible assets on our balance sheet.

In the course of our operating history, we have acquired and disposed of
numerous assets and businesses. Some of our acquisitions have resulted in the
recording of a significant amount of goodwill and/or intangible assets on our
balance sheet. The goodwill and/or intangible assets were recorded because the
fair value of the net assets acquired was less than the purchase price. We may
not realize the full value of the goodwill and/or intangible assets. As such, we
evaluate on at least an annual basis whether events and circumstances indicate
that all or some of the carrying value of goodwill and/or intangible assets are
no longer recoverable, in which case we would write off the unrecoverable
portion as a charge to our earnings.

To improve our operating performance, we may decide to acquire other assets or
businesses complementary to our business and, as a result, we may record
additional goodwill and/or intangible assets on our balance sheet in the future.
The possible write-off of the goodwill and/or intangible assets could negatively
impact our future earnings. We will also be required to allocate a portion of
the purchase price of any acquisition to the value of any intangible assets that
meet the criteria specified in the Statement of Financial Accounting Standards
No. 141, "Business Combinations," such as marketing, customer or contract-based
intangibles. The amount allocated to these intangible assets could be amortized
over a fairly short period. As a result, our earnings and the market price of
our common stock could be negatively affected.

If we lost any key personnel, our business will be adversely affected.

Our success depends, to a significant extent, upon our senior management and key
sales and technical personnel, particularly our Chief Executive Officer, who is
also our Chief Financial Officer. The competition for experienced and talented
executives, senior managers and technical and sales personnel has become intense
in our industry. The loss of the services of one or more of these persons, other
similarly positioned members of management or other key personnel could
materially and adversely affect our ability to develop our business.

In order to continue to operate efficiently and to grow our business, we will
need to attract and retain qualified personnel and manage our costs, which we
may be unable to do.

Our success depends on our ability to attract and retain qualified technical,
sales and marketing, customer support, financial and accounting, and managerial
personnel. We may expand our total workforce and will need to continue to
attract qualified personnel in order to grow our business successfully.
Additionally, as our business has escalated, we have increased our reliance on
contractors and outside firms for development. We may not be able to attract,
integrate and retain the numbers and types of candidates that we desire, and we
may not be able to retain our contractors and outside firms and may not be able
to replace them. Even if we are successful in attracting new staff, we may not
be able to increase revenue quickly enough to offset the costs of the additional
personnel. Any of these contingencies could cause our business to suffer.

We have experienced in the past, and may continue to experience in the future,
particular difficulty in hiring and retaining qualified staff. Competition for
staff is very high, and training is difficult because the required skill set is
complex and there is no industry standard. Search is currently one of our
fastest growing areas. If we are unable to attract, train and retain qualified
search staff, we may not remain competitive and could lose business and our
customers, which could have an adverse effect on revenue.

Our operations are vulnerable to natural disasters and other events, including
terrorist attacks, because we have limited backup systems.

We have limited backup systems and have experienced system failures and
electrical outages from time to time in the past, which have disrupted our
operations. We have a limited disaster recovery plan in the event of damage from
fire, floods, typhoons, earthquakes, power loss, telecommunications failures,
break-ins and similar events. Our operations are dependent on our ability to
protect our computer systems against these unexpected adverse events. If any of
the foregoing occurs, we may experience a complete system shutdown. Any business
interruption insurance that we carry is unlikely to be sufficient to compensate
us for loss of business in the event of a significant catastrophe.

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In addition, interruptions in our services could result from the failure of our
telecommunications providers to provide the necessary data communications
capacity in the time frame we require. Our TradeDragon technology resides on
computer systems located in our data centers housed by us in Hong Kong. These
systems' continuing and uninterrupted performance is critical to our success, as
a substantial portion of the revenue depend on the continuing availability of
these systems. Despite precautions that we have taken, unanticipated problems
affecting our systems have from time to time in the past caused, and in the
future could cause, interruptions in the delivery of our solutions. Our
business, results of operations and financial condition could be materially and
adversely affected by any damage or failure that interrupts or delays our
operations. To improve the performance and to prevent disruption of our
services, we may have to make substantial investments to deploy additional
servers or one or more copies of our Web sites to mirror our online resources.
Although we believe we carry property insurance with adequate coverage limits,
our coverage may not be adequate to compensate us for all losses, particularly
with respect to loss of business and reputation that may occur.

In addition, terrorist acts or acts of war may cause damage to our employees,
facilities, clients, our clients' customers and vendors, which could
significantly impact our revenues, costs and expenses and financial position.
The potential for future terrorist attacks, the national and international
responses to terrorist attacks or perceived threats to national security, and
other acts of war or hostility have created many economic and political
uncertainties that could adversely affect our business and results of operations
in ways that cannot be presently predicted. We are predominantly uninsured for
losses and interruptions caused by terrorist acts and acts of war.

Our network operations may be vulnerable to hacking, viruses and other
disruptions, which may make our products and services less attractive and
reliable.

Internet usage could decline if any well-publicized compromise of security
occurs. "Hacking" involves efforts to gain unauthorized access to information or
systems or to cause intentional malfunctions or loss or corruption of data,
software, hardware or other computer equipment. Hackers have made many attempts
to breach the security of our network operations, with minimal disruption to
date. If hackers are successful in the future, they could misappropriate
proprietary information, which could lead to litigation against us, or cause
substantial disruptions in our service. We may be required to expend capital and
other resources to protect our Web site against hackers. Any measures we may
take may not be effective. In addition, the inadvertent transmission of computer
viruses could expose us to a material risk of loss or litigation and possible
liability, as well as materially damage our reputation and decrease our user
traffic.

We depend on proprietary rights, and we face the risk of infringement.

Our success and ability to compete are substantially dependent on our internally
developed technologies and trademarks, which we protect through a combination of
copyright, trade secret and trademark law. Patent applications and trademark
applications we submit may not be approved. Even if they are approved, such
patents or trademarks may be successfully challenged by others or invalidated.
If our trademark registrations are not approved because third parties own such
trademarks, our use of such trademarks will be restricted unless we enter into
arrangements with such third parties that may be unavailable on commercially
reasonable terms.

We generally enter into confidentiality or license agreements with our
employees, consultants and corporate partners, and generally control access to
and distribution of our technologies, documentation and other proprietary
information. Despite our efforts to protect our proprietary rights from
unauthorized use or disclosure, parties may attempt to disclose, obtain or use
our solutions or technologies. The steps we have taken may not prevent
misappropriation of our solutions or technologies, particularly in many foreign
countries in which we operate, where laws or law enforcement practices may not
protect our proprietary rights as fully as in the United States.

We have, from time to time, been, and may in the future be, subject to claims of
alleged infringement of the trademarks and other intellectual property rights of
third parties by us or by customers who employ our advertising solutions. We may
be required, or may elect, to indemnify these parties against such claims. Such
claims and any resultant litigation could subject us to significant liability
for damages and could result in the invalidation of our proprietary rights. In
addition, even if we prevail, such litigation could be time-consuming and
expensive to defend, and could result in the diversion of our time and
attention, any of which could materially and adversely affect our business,
results of operations and financial condition. Any claims or litigation from
third parties may also result in limitations on our ability to use the
trademarks and other intellectual property subject to such claims or litigation
unless we enter into arrangements with the third parties responsible for such
claims or litigation, which may be unavailable on commercially reasonable terms,
if at all.

Future outbreaks of Severe Acute Respiratory Syndrome ("SARS"), Avian flu or
other widespread public health problems could adversely affect our business.

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Future outbreaks of SARS, Avian flu or other widespread public health problems
in China and surrounding areas, where most of our employees work, could
negatively impact our business in ways that are hard to predict. Prior
experience with the SARS virus suggests that a future outbreak of SARS, Avian
flu or other widespread public health problems may lead public health
authorities to enforce quarantines, which could result in closures of some of
our offices and other disruptions of our operations. A future outbreak of SARS,
Avian flu or other widespread public health problems could result in reduction
of our advertising and fee-based revenues.

Political and economic conditions in Greater China and the rest of Asia are
unpredictable and may disrupt our operations if these conditions become
unfavorable to our business.

We expect to derive a substantial percentage of our revenues from the Greater
China market. Changes in political or economic conditions in the region are
difficult to predict and could adversely affect our operations or cause the
Greater China market to become less attractive to advertisers, which could
reduce our revenues. We maintain a strong local identity and presence in each of
the regions in the Greater China market and we cannot be sure that we will be
able to effectively maintain this local identity if political conditions were to
change. Furthermore, many countries in Asia have experienced significant
economic downturns since the middle of 1997, resulting in slower GDP growth for
the entire region as a result of higher interest rates and currency
fluctuations. If declining economic growth rates persist in these countries,
expenditures for Internet access, infrastructure improvements and advertising
could decrease, which could negatively affect our business and our profitability
over time.

Economic reforms in the region could also affect our business in ways that are
difficult to predict. For example, since the late 1970s, the Chinese government
has been reforming the Chinese economic system to emphasize enterprise autonomy
and the utilization of market mechanisms. Although we believe that these reform
measures have had a positive effect on the economic development in China, we
cannot be sure that they will be effective or that they will benefit our
business.

Currency fluctuations and restrictions on currency exchange may adversely affect
our business, including limiting our ability to convert Chinese renminbi into
foreign currencies and, if Chinese renminbi were to decline in value, reducing
our revenues in U.S. dollar terms.

Our reporting currency is the U.S. dollar and our operations in China and Hong
Kong use their respective local currencies as their functional currencies. The
majority of our revenues derived and expenses incurred are in Chinese renminbi
with a relatively small amount in Hong Kong dollars and U.S. dollars. We are
subject to the effects of exchange rate fluctuations with respect to any of
these currencies. For example, the value of the renminbi depends to a large
extent on Chinese government policies and China's domestic and international
economic and political developments, as well as supply and demand in the local
market. Since 1994, the official exchange rate for the conversion of renminbi to
U.S. dollars had generally been stable and the renminbi had appreciated slightly
against the U.S. dollar. However, on July 21, 2005, the Chinese government
changed its policy of pegging the value of Chinese renminbi to the U.S. dollar.
Under the new policy, Chinese renminbi may fluctuate within a narrow and managed
band against a basket of certain foreign currencies. As a result of this policy
change, Chinese renminbi appreciated approximately 2.5% against the U.S. dollar
in 2005. It is possible that the Chinese government could adopt a more flexible
currency policy, which could result in more significant fluctuation of Chinese
renminbi against the U.S. dollar. We can offer no assurance that Chinese
renminbi will be stable against the U.S. dollar or any other foreign currency.

The income statements of our international operations are translated into U.S.
dollars at the average exchange rates in each applicable period. To the extent
the U.S. dollar strengthens against foreign currencies, the translation of these
foreign currencies denominated transactions results in reduced revenues,
operating expenses and net income for our international operations. Similarly,
to the extent the U.S. dollar weakens against foreign currencies, the
translation of these foreign currency denominated transactions results in
increased revenues, operating expenses and net income for our international
operations. We are also exposed to foreign exchange rate fluctuations as we
convert the financial statements of our foreign subsidiaries into U.S. dollars
in consolidation. If there is a change in foreign currency exchange rates, the
conversion of the foreign subsidiaries' financial statements into U.S. dollars
will lead to a translation gain or loss which is recorded as a component of
other comprehensive income. In addition, we have certain assets and liabilities
that are denominated in currencies other than the relevant entity's functional
currency. Changes in the functional currency value of these assets and
liabilities create fluctuations that will lead to a transaction gain or loss. We
have not entered into agreements or purchased instruments to hedge our exchange
rate risks, although we may do so in the future. The availability and
effectiveness of any hedging transactions may be limited and we may not be able
to successfully hedge our exchange rate risks.

Although Chinese governmental policies were introduced in 1996 to allow the
convertibility of Chinese renminbi into foreign currency for current account
items, conversion of Chinese renminbi into foreign exchange for capital items,
such as foreign direct investment, loans or securities, requires the approval of
the State Administration of Foreign Exchange, or SAFE, which is under the
authority of the People's Bank of China. These approvals, however, do not
guarantee the availability of foreign currency. We cannot be sure that we will
be able to obtain all required conversion approvals for our operations or that
Chinese regulatory authorities will not impose greater restrictions on the
convertibility of Chinese renminbi in the future. Because a significant amount
of our future revenues may be in the form of Chinese renminbi, our inability to
obtain the requisite approvals or any future restrictions on currency exchanges
could limit our ability to utilize revenue generated in Chinese renminbi to fund
our business activities outside China, or to repay foreign currency obligations,
including our debt obligations, which would have a material adverse effect on
our financial conditions and results of operation.

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Changes to existing accounting pronouncements, including SFAS 123R, or taxation
rules or practices may adversely affect our reported results of operations or
how we conduct our business.

A change in accounting pronouncements or taxation rules or practices can have a
significant effect on our reported results and may even affect our reporting of
transactions completed before the change is effective. Pursuant to SEC rules, we
are required to implement the Statement of Financial Accounting Standards No.
123 (revised 2004), "Share-Based Payment" ("SFAS 123R") starting in the first
quarter of 2006. SFAS 123R requires us to measure compensation costs for all
share-based compensation (including stock options and our employee stock
purchase plan, as currently constructed) at fair value and take compensation
charges equal to that value. The method that we use to determine the fair value
of stock options is based upon, among other things, the volatility of our
ordinary shares. The price of our ordinary shares has historically been
volatile. Therefore, the requirement to measure compensation costs for all
share-based compensation under SFAS 123R could negatively affect our
profitability and the trading price of our ordinary shares. SFAS 123R and the
impact of expensing on our reported results could also limit our ability to
continue to use stock options as an incentive and retention tool, which could,
in turn, hurt our ability to recruit employees and retain existing employees.
Other new accounting pronouncements or taxation rules and varying
interpretations of accounting pronouncements or taxation practice have occurred
and may occur in the future. This change to existing rules, future changes, if
any, or the questioning of current practices may adversely affect our reported
financial results or the way we conduct our business.

We may be required to record a significant charge to earnings if we must
reassess our goodwill or amortizable intangible assets arising from
acquisitions.

We are required under GAAP to review our amortizable intangible assets for
impairment when events or changes in circumstances indicate the carrying value
may not be recoverable. Goodwill is required to be tested for impairment at
least annually. Factors that may be considered a change in circumstances
indicating that the carrying value of our amortizable intangible assets may not
be recoverable include a decline in stock price and market capitalization and
slower growth rates in our industry. We may be required to record a significant
charge to earnings in our financial statements during the period in which any
impairment of our goodwill or amortizable intangible assets is determined. As of
December 31, 2005 our amortizable intangible assets were $546,623.

While we believe that we currently have adequate internal control procedures in
place, we are still exposed to potential risks from recent legislation requiring
companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of
2002.

While we believe that we currently have adequate internal control procedures in
place, we are still exposed to potential risks from recent legislation requiring
companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of
2002. Under the supervision and with the participation of our management, we
have evaluated our internal controls systems in order to allow management to
report on, and our registered independent public accounting firm to attest to,
our internal controls, as required by Section 404 of the Sarbanes-Oxley Act. We
have performed the system and process evaluation and testing required in an
effort to comply with the management certification and auditor attestation
requirements of Section 404. As a result, we have incurred additional expenses
and a diversion of management's time. If we are not able to continue to meet the
requirements of Section 404 in a timely manner or with adequate compliance, we
might be subject to sanctions or investigation by regulatory authorities, such
as the SEC or the Nasdaq National Market. Any such action could adversely affect
our financial results and the market price of our ordinary shares.

You should not place undue reliance on our financial guidance, nor should you
rely on our quarterly operating results as an indication of our future
performance because our results of operations are subject to significant
fluctuations.

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We may experience significant fluctuations in our quarterly operating results
due to a variety of factors, many of which are outside of our control.
Significant fluctuations in our quarterly operating results could be caused by
any of the factors identified in this section, including but not limited to our
ability to retain existing users, attract new users at a steady rate and
maintain user satisfaction; the announcement or introduction of new or enhanced
services, content and products by us or our competitors; significant news events
that increase traffic to our websites; technical difficulties, system downtime
or Internet failures; demand for advertising space from advertisers; seasonality
of the advertising market; the amount and timing of operating costs and capital
expenditures relating to expansion of our business, operations and
infrastructure; governmental regulation; seasonal trends in Internet use; a
shortfall in our revenues relative to our forecasts and a decline in our
operating results due to our inability to adjust our spending quickly; and
general economic conditions and economic conditions specific to the Internet,
electronic commerce and the Greater China market. As a result of these and other
factors, you should not place undue reliance on our financial guidance, nor
should you rely on quarter-to-quarter comparisons of our operating results as
indicators of likely future performance. Our quarterly revenue and earnings per
share guidance is our best estimate at the time we provide guidance. Our
operating results may be below our expectations or the expectations of public
market analysts and investors in one or more future quarters. If that occurs,
the price of our ordinary shares could decline and you could lose part or all of
your investment.

Our stock price has been historically volatile and may continue to be volatile,
which may make it more difficult for you to resell shares when you want at
prices you find attractive.

The trading price of our ordinary shares has been and may continue to be subject
to considerable daily fluctuations. During the twelve months ended December 31,
2005, the closing sale prices of our ordinary shares on the Nasdaq National
Market ranged from $0.02 to $0.20 per share and the closing sale price on April
11, 2006 was $0.04 per share. Our stock price may fluctuate in response to a
number of events and factors, such as quarterly variations in operating results,
announcements of technological innovations or new products and media properties
by us or our competitors, changes in financial estimates and recommendations by
securities analysts, the operating and stock price performance of other
companies that investors may deem comparable, new governmental restrictions or
regulations and news reports relating to trends in our markets. In addition, the
stock market in general, and the market prices for China-related and
Internet-related companies in particular, have experienced extreme volatility
that often has been unrelated to the operating performance of such companies.
These broad market and industry fluctuations may adversely affect the price of
our ordinary shares, regardless of our operating performance.

We may be classified as a passive foreign investment company, which could result
in adverse U.S. tax consequences to U.S. investors.

Based upon the nature of our income and assets, we may be classified as a
passive foreign investment company, or PFIC, by the United States Internal
Revenue Service for U.S. federal income tax purposes. This characterization
could result in adverse U.S. tax consequences to you. For example, if we are a
PFIC, our U.S. investors will become subject to increased tax liabilities under
U.S. tax laws and regulations and will become subject to more burdensome
reporting requirements. The determination of whether or not we are a PFIC is
made on an annual basis, and those determinations depend on the composition of
our income and assets, including goodwill, from time to time. Although in the
past we have operated our business and in the future we intend to operate our
business so as to minimize the risk of PFIC treatment, you should be aware that
certain factors that could affect our classification as PFIC are out of our
control. For example, the calculation of assets for purposes of the PFIC rules
depends in large part upon the amount of our goodwill, which in turn is based,
in part, on the then market value of our shares, which is subject to change.
Similarly, the composition of our income and assets is affected by the extent to
which we spend the cash we have raised on acquisitions and capital expenditures.
In addition, the relevant authorities in this area are not clear and so we
operate with less than clear guidance in our effort to minimize the risk of PFIC
treatment. Therefore, we cannot be sure whether we are not and will not be a
PFIC for the current or any future taxable year. In the event we are determined
to be a PFIC, our stock may become less attractive to U.S. investors, thus
negatively impacting the price of our stock.

We have a single shareholder who can substantially influence the outcome of all
matters voted upon by our shareholders and whose interests may not be aligned
with yours.

In March 2004, Stanford reported that they beneficially acquired approximately
57.9% of our outstanding ordinary shares. As a result, Stanford is able to
substantially influence all matters requiring the approval of our shareholders,
including the election of directors and the approval of significant corporate
transactions such as acquisitions. This concentration of ownership could delay,
defer or prevent a change in control or otherwise impede a merger or other
business combination that the Board of Directors or other shareholders may view
favorably.

We must rely on the Chinese government to develop China's Internet
infrastructure and, if it does not develop this infrastructure, our ability to
grow our business could be hindered.

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The Chinese government's interconnecting, national networks connect to the
Internet through government-owned international gateways, which are the only
channels through which a domestic Chinese user can connect to the international
Internet network. We rely on this backbone and China Telecom and China Netcom to
provide data communications capacity primarily through local telecommunications
lines. Although the Chinese government has announced plans to aggressively
develop the national information infrastructure, we cannot assure you that this
infrastructure will be developed. In addition, we have no guarantee that we will
have access to alternative networks and services in the event of any disruption
or failure. If the necessary infrastructure standards or protocols or
complementary products, services or facilities are not developed by the Chinese
government, the growth of our business could be hindered.

We may be adversely affected by complexity, uncertainties and changes in PRC
regulation of Internet business and companies, including limitations on our
ability to own key assets such as our website.

The Chinese government heavily regulates its Internet sector including the
legality of foreign investment in the Chinese Internet sector, the existence and
enforcement of content restrictions on the Internet and the licensing and permit
requirements for companies in the Internet industry. Because these laws,
regulations and legal requirements with regard to the Internet are relatively
new and evolving, their interpretation and enforcement involve significant
uncertainty. In addition, the Chinese legal system is a civil law system in
which decided legal cases may be cited for reference but have little
precedential value. As a result, in many cases it is difficult to determine what
actions or omissions may result in liability. Issues, risks and uncertainties
relating to China's government regulation of the Chinese Internet sector include
the following:

      o     We only have contractual control over our website in China; we do
            not own it due to the restriction of foreign investment in
            businesses providing value-added telecommunication services,
            including computer information services, online promotional
            advertising or electronic mail box services.

      o     In addition, uncertainties relating to the regulation of the
            Internet business in China, including evolving licensing practices,
            give rise to the risk that permits, licenses or operations at some
            of our companies may be subject to challenge, which may be
            disruptive to our business, or subject us to sanctions, requirements
            to increase capital or other conditions or enforcement, or
            compromise enforceability of related contractual arrangements, or
            have other harmful effects on us.

      o     On December 11, 2001, the day China formally joined the World Trade
            Organization, the PRC State Council promulgated the FITE
            Regulations, which became effective on January 1, 2002. The FITE
            Regulations stipulate that the foreign party to a foreign-invested
            telecommunications enterprise can hold an equity share in such
            foreign-invested telecommunications enterprise that provides basic
            telecom services or value-added telecom services, ultimately not to
            exceed 49% or 50%, respectively. The Administrative Measures for
            Telecommunications Business Operating License were promulgated by
            the Chinese Ministry of Information Industry (MII) on December 26,
            2001 and came into effect on January 14, 2002 to supplement the FITE
            Regulations. However, there are still uncertainties regarding the
            interpretation and application of the FITE Regulations.

      o     The numerous and often vague restrictions on acceptable content in
            China subject us to potential civil and criminal liability,
            temporary blockage of our website or complete cessation of our
            website. For example, the State Secrecy Bureau, which is directly
            responsible for the protection of state secrets of all Chinese
            government and Chinese Communist Party organizations, is authorized
            to block any website it deems to be leaking state secrets or failing
            to meet the relevant regulations relating to the protection of state
            secrets in the distribution of online information.

      o     Because the definition and interpretation of prohibited content are
            in many cases vague and subjective, it is not always possible to
            determine or predict what and how content might be prohibited under
            existing restrictions or restrictions that might be imposed in the
            future. For example, in January 2005, the Chinese State
            Administration of Radio, Film & Television ("SARFT"), which
            regulates radio and television stations in China, issued a notice
            prohibiting commercials for value-added services related to
            "fortune-telling" from airing on radio and television stations,
            effective in February 2005. This notice could also lead to further
            actions by other Chinese government authorities to prohibit the sale
            of such fortune-telling related value-added services, which could
            have a material adverse effect on our financial position, results of
            operations, or cash flows. SARFT or other Chinese government
            authorities may prohibit the marketing of other advertising services
            via a channel we depend on to generate revenues, which could also
            have a material adverse effect on our financial position, results of
            operations or cash flows.

                                     - 16 -
<PAGE>

      o     Certain Chinese governmental authorities have stated publicly that
            they are in the process of preparing new laws and regulations that
            will govern Internet activities. The areas of regulation currently
            include online advertising, online news reporting, online
            publishing, and the provision of industry-specific (e.g.,
            drug-related) information over the Internet. Other aspects of our
            online operations may be subject to regulation in the future. Our
            operations may not be consistent with these new regulations when
            they are put into effect and, as a result, we could be subject to
            severe penalties as discussed above.

      o     The governing body of China's mobile industry, from time to time
            issues policies that regulate the business practices relating to
            advertising. We cannot predict the timing or substance of such
            regulations. Such regulations may have a negative impact on our
            business.

The interpretation and application of existing Chinese laws, regulations and
policies, the stated positions of the MII and possible new laws, regulations or
policies have created substantial uncertainties regarding the legality of
existing and future foreign investments in, and the businesses and activities
of, Internet businesses in China, including our business.

In order to comply with PRC regulatory requirements, we operate our main
businesses through companies with which we have contractual relationships but in
which we do not have controlling ownership. If the PRC government determines
that our agreements with these companies are not in compliance with applicable
regulations, our business in the PRC could be adversely affected.

The Chinese government restricts foreign investment in Internet-related and
advertising businesses, including Internet access, distribution of content over
the Internet, and advertising via the Internet. Accordingly, we operate our
Internet-related and advertising businesses in China through a variable interest
entity, or VIE.

Although we believe we are in compliance with current PRC regulations, we cannot
be sure that the PRC government would view these operating arrangements to be in
compliance with PRC licensing, registration or other regulatory requirements,
with existing policies or with requirements or policies that may be adopted in
the future. If we are determined not to be in compliance, the PRC government
could revoke our business and operating licenses, require us to discontinue or
restrict our operations, restrict our right to collect revenues, block our
website, require us to restructure our operations, impose additional conditions
or requirements with which we may not be able to comply, impose restrictions on
our business operations or on our customers, or take other regulatory or
enforcement actions against us that could be harmful to our business. We may
also encounter difficulties in obtaining performance under or enforcement of
related contracts. Because PRC regulations restrict our ability to provide
Internet content and advertising services directly in China, we are dependent on
our VIE.

If tax benefits currently available to us in China were no longer available, our
effective income tax rates for our China operations could increase to 33%.

We are incorporated in the Nevada where no state income taxes are imposed,
however United State federal income taxes are imposed. We have operations in
four tax jurisdictions including China, the U.S., Hong Kong and Canada. For the
U.S., Hong Kong and Canada, we have incurred net accumulated operating losses
for income tax purposes. We believe that it is more likely than not that these
net accumulated operating losses will not be utilized in the future and hence we
have not recorded income tax provisions or benefits for these locations. We do
not expect that we will record any income tax provisions for our operations in
the U.S., Hong Kong and Canada in the foreseeable future.

Even if we are in compliance with Chinese governmental regulations relating to
licensing and foreign investment prohibitions, the Chinese government may
prevent us from advertising or distributing content that it believes is
inappropriate and we may be liable for such content or we may have to stop
profiting from such content.

China has enacted regulations governing Internet access and the distribution of
news and other information. In the past, the Chinese government has stopped the
distribution of information over the Internet that it believes to violate
Chinese law, including content that it believes is obscene, incites violence,
endangers national security, is contrary to the national interest or is
defamatory. In addition, we may not publish certain news items, such as news
relating to national security, without permission from the Chinese government.
Furthermore, the Ministry of Public Security has the authority to cause any
local Internet service provider to block any website maintained outside China at
its sole discretion. Even if we comply with Chinese governmental regulations
relating to licensing and foreign investment prohibitions, if the Chinese
government were to take any action to limit or prohibit the distribution of
information through our network or to limit or regulate any current or future
content or services available to users on our network, our business could be
significantly harmed.

Because the definition and interpretation of prohibited content is in many cases
vague and subjective, it is not always possible to determine or predict what and
how content might be prohibited under existing restrictions or restrictions that
might be imposed in the future.

                                     - 17 -
<PAGE>

In January 2005, the Chinese State Administration of Radio, Film and Television
("SARFT"), which regulates radio and television stations in China, issued a
notice prohibiting commercials for MVAS related to "fortune-telling" from airing
on radio and television stations effective in February 2005. This notice could
also lead to further actions by other Chinese government authorities to prohibit
the sale of such fortune-telling related SMS which could have a material adverse
effect on our financial position, results of operations, or cash flows. SARFT or
other Chinese government authorities may prohibit the marketing of other
value-added services via a channel we depend on to generate revenues, which
could have a material adverse effect on our financial position, results of
operations or cash flows.

The Chinese legal system has inherent uncertainties that could limit the legal
protections available to you.

Our business arrangements with our VIE in China are governed by the laws of the
People's Republic of China. China's legal system is based upon written statutes.
Prior court decisions may be cited for reference but are not binding on
subsequent cases and have limited value as precedents. Since 1979, the Chinese
legislative bodies have promulgated laws and regulations dealing with economic
matters such as foreign investment, corporate organization and governance,
commerce, taxation and trade. However, because these laws and regulations are
relatively new, and because of the limited volume of published decisions and
their non-binding nature, the interpretation and enforcement of these laws and
regulations involve uncertainties, and therefore you may not have legal
protections for certain matters in China.

You may experience difficulties in effecting service of legal process, enforcing
foreign judgments or bringing original actions in China based on United States
or other foreign laws against us.

We conduct our operations in China and a significant portion of our assets is
located in China. In addition, some of our directors and executive officers
reside within China. As a result, it may not be possible to effect service of
process within the United States or elsewhere outside China upon those directors
or executive officers, including with respect to matters arising under U.S.
federal securities laws or applicable state securities laws. Moreover, our
Chinese counsel has advised us that China does not have treaties with the U.S.
and many other countries that provide for the reciprocal recognition and
enforcement of judgment of courts. As a result, recognition and enforcement in
China of judgments of a court of the U.S. or any other jurisdiction in relation
to any matter may be difficult or impossible.

We may be exposed to infringement claims by third parties, which, if successful,
could cause us to pay significant damage awards.

Third parties may initiate litigation against us alleging infringement of their
proprietary rights. In the event of a successful claim of infringement and our
failure or inability to develop non-infringing technology or license the
infringed or similar technology on a timely basis, our business could be harmed.
In addition, even if we are able to license the infringed or similar technology,
license fees could be substantial and may adversely affect our results of
operations.

Our failure to compete successfully may hinder our growth.

The markets for Internet advertising and related products and services are
intensely competitive and such competition is expected to increase. Our failure
to compete successfully may hinder our growth. We believe that our ability to
compete depends upon many factors both within and beyond our control, including:

      o     the development of new online advertising media and methods;

      o     the timing and market acceptance of new products and enhancements of
            existing services developed by us and our competitors;

      o     the ability to attract and retain qualified personnel;

      o     changing demands regarding customer service and support;

      o     shifts in sales and marketing efforts by us and our competitors; and

      o     the ease of use, performance, price and reliability of our services
            and products.

Some of our competitors have longer operating histories, greater name
recognition, larger customer bases and significantly greater financial,
technical and marketing resources than ours. In addition, current and potential
competitors have established or may establish cooperative relationships among
themselves or with third parties to increase the ability of their products or
services to address the needs of our prospective clients. In addition, most
online advertising companies are seeking to broaden their business models, so
that companies that do not currently compete directly with us may decide to
compete more directly with us in the future. We may be unable to compete
successfully against current or future competitors.

                                     - 18 -
<PAGE>

Changes in laws and standards relating to data collection and use practices and
the privacy of internet users, or related litigation, could harm our business.

The U.S. federal and various state governments have recently proposed
limitations on the collection and use of information regarding Internet users.
In 2004 and 2005, the U.S. Congress proposed several new pieces of legislation
that would limit the use of technologies deemed to be "spyware", which some
bills have defined to include cookies, Web beacons and javascript, which are
required by our products and services. The effectiveness of our advertising
products and services could be significantly limited by federal and state
regulations limiting the collection or use of information regarding Internet
users. Since many of the proposed federal and state laws or regulations are
being developed, we cannot yet determine the impact these regulations may have
on our business. In addition, growing public concern about privacy and the
collection, distribution and use of personal information has led to
self-regulation of these practices by the Internet advertising and direct
marketing industry, and to increased federal and state regulation. Lastly, a
number of civil actions have been brought by federal and state authorities
against companies alleged to have distributed "spyware" without the proper
consent of users. The Network Advertising Initiative has developed
self-regulatory principles for online preference marketing. We are also subject
to various federal and state regulations concerning the collection, distribution
and use of personal information. These laws include the Children's Online
Privacy Protection Act and state laws that limit or preclude the use of voter
registration and drivers license information, as well as other laws that govern
the collection and use of consumer credit information. While we monitor
legislative initiatives, in the event that more onerous federal or state laws or
regulations are enacted or applied to us or to our clients, our business,
financial condition and results of operations could be materially and adversely
affected.

Privacy concerns may prevent us from collecting user data.

Growing concerns about the use of cookies and data collection may limit our
ability to develop user profiles. Web sites typically place small files of
information, commonly known as "cookies," on a user's hard drive, generally
without the user's knowledge or consent. Cookie information is passed to the Web
site through the Internet user's browser software. Our software technology
enables the use of cookies and other non-personally-identifying information to
deliver targeted advertising and to limit the frequency with which an
advertisement is shown to a user. Most currently available Internet browsers
allow users to modify their browser settings to prevent cookies from being
stored on their hard drive, and Microsoft Corporation changed the design and
instrumentation of its Web browser to give users the option to accept or reject
third-party cookies. A small minority of users are currently choosing to prevent
certain cookies. Users can also delete cookies from their hard drive or modify
them at any time. Some Internet commentators and privacy advocates have
suggested limiting or eliminating the use of cookies. Any reduction or
limitation in the use of cookies or increase in the number of users blocking
cookies could limit the effectiveness of our sales and marketing efforts and
impair our profiling and targeting capabilities. Such changes also could
adversely affect our ability to determine the reach of advertising campaigns
sold and delivered by us and the frequency with which users of sites see the
same advertisement.

If the use or effectiveness of cookies is limited, we would likely have to
switch to other technology that would allow us to gather demographic and
behavioral information. While such technology currently exists, it is
substantially less effective than cookies. Replacement of cookies could require
significant engineering time and resources, might not be completed in time to
avoid negative consequences to our business, financial condition or results of
operations, and might not be commercially feasible.

We face risks associated with technological changes.

The Internet and Internet advertising markets are characterized by rapidly
changing technologies, evolving industry standards, frequent new product and
service introductions and changing customer demands. Our future success will
depend on our ability to adapt to rapidly changing technologies and to enhance
existing solutions and develop and introduce a variety of new solutions to
address our customers' changing demands. We may experience difficulties that
could delay or prevent the successful design, development, introduction or
marketing of our services. In addition, our new services or enhancements must
meet the requirements of our current and prospective customers and must achieve
significant market acceptance. Material delays in introducing new services and
enhancements may cause customers to forego purchases of our services and
purchase those of our competitors.

In addition, the development of commercial software and technology that blocks,
eliminates or otherwise screens out Internet advertising may reduce the value of
advertising inventory services and the benefits of our services to our
customers. We cannot guarantee that a new commercial software or technology, for
end-users or enterprises, will not be capable of eliminating a portion or all of
the advertisement formats, including email, banners, pop-ups, pop-unders and
other formats, that we utilize through the Internet or that we currently deliver
through our services. To the extent that our customers refuse to pay for
advertisements that are blocked, or if the use of blocking software exceeds our
expectations, our business, results of operations and financial condition may be
materially and adversely affected.

                                     - 19 -
<PAGE>

ITEM 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

Our principal executive offices are located at 834 S. Broadway, 5th Floor, Los
Angeles, California 90014. 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 an unrelated third party) on a month-to-month
basis at $6,000 per month. In July, 2004, our monthly rental obligation
decreased to $3,500. In June, 2005, our monthly rental obligation decreased to
$800. In November of 2005, we started to pay a monthly rent of $995 directly to
the unrelated third party. During the twelve months ended December 31, 2005,
payments to Stanford related to rent were $24,200 (2004: $47,610).

In addition, we currently occupy office space in China at the following
location:

                  3/FL, Shi San Dui Cun Wei Building
                  An Le Garden, 38th District
                  Bao An, Shenzhen
                  People's Republic of China

In addition, we currently occupy office space in Hong Kong at the following
location:

                  Room 1601, 16/F, CRE Centre
                  889 Cheung Sha Wan Road
                  Kowloon, Hong Kong

We periodically evaluate our facilities requirements. Some of our facilities are
sublet in whole or in part.

ITEM 3. Legal Proceedings

We are not involved in any material pending legal proceedings at this time, and
management is not aware of any contemplated proceeding by any governmental
authority.

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

On November 21, 2005 the majority of the shareholders approved the formulation
of a Non-Qualified Incentive Stock Compensation Plan (the "Plan") and the
preparation and filing of an S-8 Registration Statement (the "S-8) and have
approved and ratified all of the resolutions by the Board of Directors regarding
the above Plan and S-8.

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, 2006, there were: (i) 21 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 21,812,000 shares of our common stock, of
which 7,814,500 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.

                                     - 20 -
<PAGE>

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

                     High         Low
Fiscal 2005
  First Quarter    $ 0.10      $ 0.04
  Second Quarter   $ 0.09      $ 0.02
  Third Quarter    $ 0.10      $ 0.045
  Fourth Quarter   $ 0.20      $ 0.066

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

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, 2005.

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 Media and Advertising.

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.

                                     - 21 -
<PAGE>

During the twelve months ended December 31, 2005, we experienced a net loss of
$382,400. We will begin to generate 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, 2005, our Online Retailing division
generated 2% of our revenues and 98% 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, 2005 and 2004:

                        Twelve Months Ended December 31

                            2005              2004              Variance

Online Retailing         $   43,071        $2,351,628        ($2,308,557)
Media & Advertising      $2,145,571         2,113,906         $   31,665

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, 2005 and December
31, 2004

Revenues

Online Retailing

During the twelve month period ended December 31, 2005, we derived $43,071, or
2% of our total revenue, from our Online Retailing operations, representing a
decrease from the comparable twelve month period ending December 31, 2004. The
decrease in our online retailing 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.

Media and Advertising

During the twelve month period ended December 31, 2005, we derived $2,145,571 or
98% of our total revenue, from our media and advertising division. This
represents a slight increase from the comparable twelve month period ending
December 31, 2004, and is attributable to our increased focus on building our
media and advertising business.

Cost of Sales

Cost of sales were $569,708 for the twelve month period ended December 31, 2005
as compared to $1,426,344 for the twelve month period ended December 31, 2004.
The decrease in costs as a percentage of sales for the twelve month period ended
December 31, 2005 is attributable to the phase-out of our online retailing
operations.

Administrative Expenses

Selling, general and administrative expenses decreased $926,454 to $1,241,713
for the twelve month period ended December 31, 2005 as compared to $2,168,167
for the twelve month period ended December 31, 2004. The decrease in expenses
during the twelve month period ended December 31, 2005 was primarily
attributable to our decrease in staffing expenses and related costs.

                                     - 22 -
<PAGE>

Net Income/Loss

Net loss for 2005 was $382,400 compared to net loss of $473,950 in the prior
year and was mainly driven by a decrease in revenues related to our product
sales and a decrease in general and administrative expenses as we reduced our
staffing costs during 2005.

Trends, Events, and Uncertainties

Demand for our services and 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,
2005 and 2004.

We experienced positive cash flows provided by operations in the amount of
$779,475 for the twelve month period ended December 31, 2005 versus cash flow of
$531,859 for the comparable period in 2004. The increase in cash flows from
operating activities was primarily attributable to the increased revenue from
our Media and Advertising business and resulting cash collections.

Net cash flows used in investing activities for 2005 was $360,681 representing
$259,365 of restricted cash required as part of our subsidiary's banking
facility agreement and $99,252 representing cash paid for intangible assets. Net
cash flows used in investing activities for 2004 was $1,029,143 and mainly
consisted of cash paid for the acquisition of fixed assets and intangible
assets.

Net cash flows used in financing activities for 2005 primarily represents net
funds advanced of $328,972 under banking agreements offset by repayments to
related parties of approximately $790,000. 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.

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.

                                     - 23 -
<PAGE>

Income taxes

We record a valuation allowance to reduce our deferred tax assets to the amount
that is more likely than not to be realized. We have considered future market
growth, forecasted earnings, future taxable income, the mix of earnings in the
jurisdictions in which we operate, and prudent and feasible tax planning
strategies in determining the need for a valuation allowance. In the event we
were to determine that we would not be able to realize all or part of our net
deferred tax assets in the future, an adjustment to the deferred tax assets
would be charged to earnings in the period in which we make such determination.
Likewise, if we later determine that it is more likely than not that the net
deferred tax assets would be realized, we would reverse the applicable portion
of the previously provided valuation allowance. In order for us to realize our
deferred tax assets we must be able to generate sufficient taxable income in the
tax jurisdictions in which the deferred tax assets are located.

Recent Accounting Pronouncements - The Financial Accounting Standards Board
issued the following recent accounting pronouncements:

In December 2004, the FASB issued SFAS No. 123R (revised 2004) "Share-Based
Payment" which amends FASB Statement No. 123 and will be effective for public
companies (small business issuers) for interim or annual periods beginning after
December 15, 2005. SFAS 123R requires that compensation cost related to
share-based payment transactions be recognized in the financial statements.
Share-based payment transactions within the scope of SFAS 123R include stock
options, restricted stock plans, performance-based awards, stock appreciation
rights, and employee share purchase plans. The Company adopted the new standard
as of January 1, 2006. Based on the Company's evaluation of the adoption of the
new standard, the Company believes that it could have a significant impact to
the Company's financial position and overall results of operations depending on
the number of stock options granted in a given year.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections--a replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS 154"). This Statement replaces APB Opinion No. 20, Accounting Changes,
and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial
Statements, and changes the requirements for the accounting for and reporting of
a change in accounting principle. This statement is effective for fiscal periods
beginning after December 15, 2005 and is not expected to have a significant
impact on the Company's financial statements.

ITEM 7. Financial Statements

             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, 2005, and
the related consolidated statements of operations, changes in stockholders'
equity, and cash flows for the two preceding years 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 audits.

We conducted our audits 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
audits provide 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, 2005, and the consolidated results of its operations
and its cash flows for the two preceding years then ended in conformity with
generally accepted accounting principles in the United States of America.

                                /s/ Clancy and Co., P.L.L.C.
                                Scottsdale, Arizona
                                April 19, 2006

                                     - 24 -
<PAGE>

BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2005

ASSETS
Current assets
   Cash and cash equivalents                                       $     49,134
   Restricted cash                                                      279,365
   Accounts receivable                                                  586,090
   Prepayments and other current assets                                 340,507
   Amount due from related parties                                      461,460
                                                                   ------------
Total current assets                                                  1,716,556

Property, plant and equipment, net                                       97,681

Intangible assets, net                                                  546,623
                                                                   ------------
Total Assets                                                       $  2,360,860
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Bank overdraft, secured                                         $        411
   Secured bank loan - current portion                                   85,471
   Letters of credit                                                    100,641
   Accounts payable and accrued liabilities                             574,348
   Income taxes payable                                                 194,793
   Amounts due to related parties                                         6,401
                                                                   ------------
Total current liabilities                                               962,065

Long-term Liabilities
   Secured bank loan                                                    142,449
   Deferred taxation                                                     32,109
                                                                   ------------
Total long-term liabilities                                             174,558
                                                                   ------------
Total liabilities                                                     1,136,623
                                                                   ------------
Commitments and contingencies

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                                             3,711
   Additional paid-in capital                                         1,219,095
   Accumulated deficit                                                  (18,431)
                                                                   ------------
Total stockholders' equity                                            1,224,237
                                                                   ------------
Total Liabilities and Stockholders' Equity                         $  2,360,860
                                                                   ============

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

                                     - 25 -
<PAGE>

BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                       2005            2004
                                                   ------------    ------------
Revenues:
  Product sales                                    $     43,071    $  2,351,628
  Advertising and list rentals                        2,145,571       2,113,906
                                                   ------------    ------------
Total revenues                                        2,188,642       4,465,534

Cost of revenues                                       (569,708)     (1,426,344)
                                                   ------------    ------------

Gross profit                                          1,618,934       3,039,190

Selling, general and administrative expenses         (1,241,713)     (2,168,167)
Loss on disposal of fixed assets                       (266,833)             --
Depreciation                                           (109,867)        (69,674)
Amortization of intangible assets                      (306,147)       (209,735)
                                                   ------------    ------------

Operating (loss)/income                                (305,626)        591,614

Other income (expense)
  Other income                                           43,427          28,806
  Interest expense                                      (10,433)        (27,213)
                                                   ------------    ------------
Total other income                                       32,994           1,593

(Loss)/income before income taxes                      (272,632)        593,207

Provision for income taxes                             (109,768)       (119,257)
                                                   ------------    ------------

Net income (loss)                                  $   (382,400)   $    473,950
                                                   ============    ============

Basic and diluted earnings (loss) per share        $      (0.02)   $       0.02
                                                   ============    ============

Basic and diluted weighted-average shares
 outstanding                                         19,862,000      19,862,000
                                                   ============    ============

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

                                     - 26 -
<PAGE>

BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

<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>
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             --             --         51,228

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

Net income                              --             --            --            --             --        473,950        473,950
                                                                                                                       -----------
    Comprehensive income                                                                                                   474,423
                                                                                                                       ===========

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

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

Foreign currency translation            --             --         3,238            --             --             --          3,238

Net loss                                --             --            --            --             --       (382,400)      (382,400)
                                                                                                                       -----------
    Comprehensive loss                                                                                                    (379,162)
                                                                                                                       ===========

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

Balance - December 31, 2005     19,862,000    $    19,862   $     3,711   $ 1,219,095             --    $   (18,431)   $ 1,224,237
                               ===========    ===========   ===========   ===========    ===========    ===========    ===========
</TABLE>

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

                                     - 27 -
<PAGE>

BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                       2005           2004
                                                    -----------    -----------
Cash flows from operating activities
Net income (loss)                                   $  (382,400)   $   473,950
Adjustments to reconcile net income (loss) to net
  cash provided byoperating activities:
    Interest expense, non-cash                               --         26,483
    Depreciation and amortization                       416,014        279,409
    Loss on disposal of fixed assets                    266,833             --
    Provision for income taxes                          108,968        119,257
    Provision for inventory obsolescence                 22,861             --
Changes in operating assets:
    Accounts receivables                                503,622       (978,722)
    Inventories                                          95,695        135,614
    Prepayments and other current assets               (252,376)       (88,131)
    Accounts payable and accrued liabilities                258        563,999
                                                    -----------    -----------
Net cash flows provided by operating activities         779,475        531,859

Cash flows from investing activities
    (Increase)/decrease in restricted cash             (259,365)        30,000
    Purchases of equipment                               (2,064)      (446,580)
    Cash acquired in reverse acquisition                     --          8,821
    Cash paid for intangible assets                     (99,252)      (621,384)
                                                    -----------    -----------
Net cash flows used in investing activities            (360,681)    (1,029,143)

Cash flows from financing activities
    Bank overdraft                                          411             --
    Advances under letters of credit                    100,641             --
    Drawdown of bank loan                               256,410             --
    Repayments of bank loan                             (28,490)            --
    Advances from (repayments to) a director           (299,359)       301,025
    Amounts due from (to) related parties              (490,828)        34,103
    Repayments on note receivable-related party              --        250,000
                                                    -----------    -----------
Net cash flows provided by (used in) financing
  activities                                           (461,215)       585,128
                                                    -----------    -----------

Net increase (decrease) in cash and cash
  equivalents                                           (42,421)        87,844
Effect of foreign currencies on cash flows                3,238            473
Cash and cash equivalent, beginning of year              88,317             --
                                                    -----------    -----------
Cash and cash equivalent, end of year               $    49,134    $    88,317
                                                    ===========    ===========

Cash paid for:
    Interest                                        $    10,433    $    27,213
                                                    ===========    ===========
    Income taxes                                    $       800    $       800
                                                    ===========    ===========

Non-cash investing and financing activities:
    Contribution of note receivable-related party   $        --    $   250,000
                                                    ===========    ===========

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

                                     - 28 -
<PAGE>

BONUSAMERICA WORLDWIDE CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
================================================================================

NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BonusAmerica Worldwide Corp. (the "Company" or "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 primarily
serves customers within the United States of America, 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. ("Sino-Trade"), Limited and Wah Mau Corporate Planning
Development (Shenzhen) Company Limited ("Wah Mau") are included since their
respective dates of incorporation / establishment.

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.

                                     - 29 -
<PAGE>

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 held at financial institutions in the U.S. 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:

                               2005                2004
                            ------------------------------
      United States            18%                 64%
      Hong Kong                76%                 31%
      China                     6%                  5%

Significant vendors - As of December 31, 2005, the Company had three vendors
that each accounted for more than 10% of trade payables. If these vendors were
unavailable to provide services in a timely manner and the Company was unable to
find alternative vendors, the Company's business, operating results and
financial condition could be materially adversely affected.

Revenue recognition - The Company recognizes revenue from product sales and
business to business wholesale transactions at the time of shipment. Revenues
from 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.

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 and significant
renewals and betterments are capitalized. Deductions are made for retirements
resulting from renewals or betterments. Depreciation expense charged to
operations for the year ended December 31, 2005 was $109,867 (2004: $69,674).

Inventories - Inventories 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. During 2005,
the Company wrote-off inventory of $22,861.

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 $99,252 and amortization expense totaled $306,147
(2004: $209,735) for the year ended December 31, 2005. The gross carrying value
at December 31, 2005 was $1,150,876, accumulated amortization was $604,253, and
the carrying value of $546,623. The Company amortizes the cost of these assets
over a period of three to five years. The estimated aggregate amortization
expense for each of the five succeeding years is 2006: $235,000; 2007: $106,000;
2008: $106,000; 2009: $90,000; and 2010: $10,000.

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.

                                     - 30 -
<PAGE>

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, 2005, direct-response
advertising costs attributable to product sales and future estimated database
rentals were approximately 0% and 100%, respectively. Advertising expenses
included in selling and marketing expenses for the year ended December 31, 2005
were approximately $137,000 (2004: $211,000).

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 (loss) 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, for which there were none for both periods
presented.

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.

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 Company 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.

                                     - 31 -
<PAGE>

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 due to / from related parties. The carrying
values 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.

Reclassifications - Certain accounts in the prior year have been reclassified to
conform to the current period presentation.

Recent Accounting Pronouncements - The Financial Accounting Standards Board
issued the following recent accounting pronouncements:
In December 2004, the FASB issued SFAS No. 123R (revised 2004) "Share-Based
Payment" which amends FASB Statement No. 123 and will be effective for public
companies (small business issuers) for interim or annual periods beginning after
December 15, 2005. SFAS 123R requires that compensation cost related to
share-based payment transactions be recognized in the financial statements.
Share-based payment transactions within the scope of SFAS 123R include stock
options, restricted stock plans, performance-based awards, stock appreciation
rights, and employee share purchase plans. The Company adopted the new standard
as of January 1, 2006. Based on the Company's evaluation of the adoption of the
new standard, the Company believes that it could have a significant impact to
the Company's financial position and overall results of operations depending on
the number of stock options granted in a given year. In May 2005, the FASB
issued SFAS No. 154, "Accounting Changes and Error Corrections--a replacement of
APB Opinion No. 20 and FASB Statement No. 3" ("SFAS 154"). This Statement
replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3,
Reporting Accounting Changes in Interim Financial Statements, and changes the
requirements for the accounting for and reporting of a change in accounting
principle. This statement is effective for fiscal periods beginning after
December 15, 2005 and is not expected to have a significant impact on the
Company's financial statements.

                    [Rest of Page Intentionally Left Blank.]

                                     - 32 -
<PAGE>

NOTE 2 - SEGMENT INFORMATION

The primary operating segment of the Company for 2005 was advertising and list
rentals which generated 98% of the Company's revenues (2004: 47%). The primary
operating segment of the Company for 2004 was product sales which generated
approximately 53% (2005: 2%) of the Company's revenues. Segment information is
as follows as of and for years ended December 31:

                                         Product   Advertising and
2005                                      sales      list rentals       Total
-------------------------------------------------------------------------------
Total revenues                        $    43,071    $ 2,145,571    $ 2,188,642
Income (loss) before income taxes        (116,101)      (156,531)      (272,632)
Total assets                                   --      2,360,860      2,360,860

                                         Product   Advertising and
2005                                      sales      list rentals       Total
-------------------------------------------------------------------------------
Total revenues                        $ 2,351,628    $ 2,113,906    $ 4,465,534
Income (loss) before income taxes        (280,622)       873,829        593,207
Total assets                              862,334      1,768,217      2,630,551

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. The Company's wholly-owned subsidiary, Sino-Trade, maintains a
pledged fixed deposit bearing interest at 3.4% as required per its bank
financing agreement (See Note 8).

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:
Computers and office equipment                                     $    240,080
Furniture and fixtures                                                   55,151
Leasehold improvements                                                   18,522
                                                                   ------------
                                                                        313,753
Less accumulated depreciation                                          (216,072)
                                                                   ------------
                                                                   $     97,681
                                                                   ============

NOTE 5 - INCOME TAXES

Provision for income taxes and income taxes payable. Provision for income taxes
includes (i) minimum franchise taxes due in the State of California for 2005 of
$800 (2004:$1,323) and (ii) Hong Kong profits tax of $108,968 (2004: $117,934)
for the Company's subsidiary operating in Hong Kong. Hong Kong profits tax rate
was 17.5% (2004: 17.5%) on the subsidiary's estimated assessable profits arising
in Hong Kong. A reconciliation of income before tax to the effective tax rate
for the Hong Kong subsidiary follows:

                                                         2005           2004
                                                     ------------   ------------
Income (loss) before tax                             $    408,364   $    619,727
                                                     ============   ============
Tax at Hong Kong profits tax rate                          71,464        108,452

Tax effect of non-assessable income and
non-deductible expenses                                     5,395          9,482

Change in deferred tax                                     32,109             --
Tax effect of unrecognized tax loss                            --             --
                                                     ------------   ------------

Tax charge for the period / year at the
Company's effective tax rate                              108,968        117,934
                                                     ============   ============

                                     - 33 -
<PAGE>

The Company's subsidiary operating in the PRC is subject to PRC Foreign
Enterprise Income Tax at a rate of 15% (2004: 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 2005 and
2004.

Income taxes payable at December 31, 2005 consists of HK taxes of $194,793 and
California minimum franchise taxes of $800.

Deferred taxation. The income tax effect of temporary differences comprising the
deferred tax assets and deferred tax liabilities on the accompanying
consolidated balance sheet follows:

Deferred tax assets:
Federal net operating loss carryforwards (34%)                        $ 189,288
State net operating loss carryforwards (8.84%)                           49,215
Valuation allowance (42.84%)                                           (238,503)
                                                                      ---------
Net deferred tax asset                                                       --

Deferred tax liabilities:
Depreciation                                                              32,109
                                                                       ---------

Net deferred tax liability                                             $  32,109
                                                                       =========

The deferred tax consequences of temporary differences in reporting items for
financial statement and income tax purposes are recognized, as appropriate.
Realization of the future tax benefits related to the deferred tax assets is
dependent on many factors, including the Company's ability to generate taxable
income within the net operating loss carryforward period. Management has
considered these factors in reaching its conclusion as to the valuation
allowance for financial reporting purposes and has recorded a 100% valuation
allowance.

The valuation allowance for 2005 increased approximately $160,000 from 2004,
primarily representing the effect of net operating loss carryforwards of
approximately $557,000 for both federal and state income tax purposes, which
expire through 2025 and 2010, respectively. The Company has fully reserved
against its deferred tax asset, as it does not believe realization is likely.
Pursuant to the Tax Reform Act of 1986, annual utilization of the Company's
federal net operating loss carryforwards may be limited if a cumulative change
in ownership of more than 50% is deemed to occur within any three-year period.

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 a 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, 2005, the Company's
chief executive officer's salary charged to operations was $60,000 (2004:
$60,000).

                                     - 34 -
<PAGE>

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, the monthly rental obligation decreased to $3,500 and in July 2005 the
monthly rental obligation decreased to $800 per month. During the year ended
December 31, 2005, payments to Stanford related to rent were $24,200 (2004:
$47,610).

Database rentals. The Company rents its customer database to other divisions of
Stanford. Rents charged are based on a percentage of revenues generated from the
use of the database. During the year ended December 31, 2005 (2004: $14,763),
the Company did not generate any significant revenues 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 charged the Company 68% of its total employee costs from
January to March 2004. As of April 1, 2004, BonusAmerica started paying its own
employment cost. During the year ended December 31, 2004, the Company incurred
$174,145 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 2004. The same
percentage is used for 2005 since the agreement between the Company and Stanford
includes no agreed upon percentage. During the year ended December 31, 2005,
fixed asset rental income was $17,400 (2004: $17,400).

Amounts due from related parties. Amounts due from related parties are
unsecured, interest free and re-payable on demand and include the following: (i)
amounts due from entities under common control of the CEO and CFO of this
Company totaling $71,568 and (ii) amounts due from Stanford International
Holding of $389,892. In 2004, the Company had a commitment to receive $250,000
from Stanford to support operations. The note bore interest at the rate of prime
plus 1% and was due on demand. As of December 31, 2004, Stanford paid in full
the $250,000 commitment.

Amounts due to related parties. Amounts due to related parties of $6,401
consists of (i) a loan to a director totaling $1,666 that is unsecured,
interest-free and repayable on demand and (ii) $4,735 payable to a director and
officer for accrued expenses incurred in the ordinary course of business.

Settlement of Note Receivable and Note Payable to Related Party. Since
inception, the Company's former director and officer and Archer Pacific
Management Inc., an affiliate one of our former directors and officers, advanced
to us several 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 the parties pursuant to which
we assigned 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 in 2004.

NOTE 8 - BANK LOAN

The Company obtained banking facilities with a financial institution in Hong
Kong that included a term loan of $256,410 (HKD2,000,000), various letters of
credit (HKD3,000,000), trust receipt (HKD1,000,000) and overdraft protection
(HKD200,000). The aggregate outstanding facilities under the agreement that the
Company may have for all facilities excluding the term loan is HKD$4,200,000. As
of December 31, 2005, the Company had outstanding a term loan of $227,920 and
bank overdraft of $411. The term loan is payable in 36 equal monthly
installments plus accrued interest at HKD Prime Rate (7.75% at December 31,
2005). The letters of credit have a maximum term of six months and the trust
receipt has a maximum term of ninety days subject to interest at 0.5% per annum
over the HK Prime Rate. The bank overdraft is subject to interest at 1.0% per
annum over the HK Prime Rate. The banking facilities are personally guaranteed
by the Company's President and Chief Executive Officer and secured by the
pledged fixed deposit of $259,365 (HKD2,023,047). (See Note 3)

                                     - 35 -
<PAGE>

Future minimum payments in the aggregate for Company's debt for each of the five
years following December 31, 2005 is as follows: 2006: $186,112; 2007: $85,471;
2008: $56,978; 2009-2010: $-.

NOTE 9 - OPERATING LEASE COMMITMENTS

During the year ended December 31, 2005, the subsidiaries operating in Hong Kong
and the PRC were committed under various non-cancelable operating leases with
terms ranging from one to two years with fixed monthly rentals and expiring
through June 2006. None of the leases included contingent rentals. Lease expense
charged to operations for 2005 amounted to approximately $77,000 (2004:
$36,000). Future minimum lease payments under non-cancelable operating leases is
$2,308.

NOTE 10 - SUBSEQUENT EVENTS
Subsequent to year end, the Company issued 1,950,000 unrestricted shares of
common stock for services rendered relating to management services, business
advisory, and legal and professional services. The shares were issued under the
Company's Registration Statement on Form S-8 relating to the registration of the
Company's 2005 Non-Qualified Incentive Stock Compensation Plan as filed with the
SEC on January 9, 2006.

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 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.

                                     - 36 -
<PAGE>

PART III.

ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(A) of the Exchange Act.

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       58       Chief Executive Officer, Interim   2004
                           Financial Officer and Director

John A. Leper     50       Vice-President, Secretary and      2004
                           Director

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 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 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.

(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.

                                     - 37 -
<PAGE>

(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, 2005. 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.

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 2005.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                         Annual Compensation            Compensation Awards
                                     ---------------------------   ---------------------------
                                      Fiscal Year                   Securities
                                        Ended          Salary       Underlying     All Other
Name and Principal Position            June 30      Compensation       Bonus        Options
                                     ------------   ------------   ------------   ------------
<S>                                  <C>            <C>            <C>            <C>
Michael Mak                                  2005   $     60,000   $         --   $         --
Chief Executive Officer and
Interim Chief Financial Officer              2004         60,000             --             --

John A. Leper                                2005         35,000             --             --
Secretary
</TABLE>

                                     - 38 -
<PAGE>

Employment Agreements

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, 2005, the Company's chief executive
officer's salary charged to operations was $60,000 (2004: $60,000).

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, 2005, 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.

<TABLE>
<CAPTION>
                                            Shares
                                          Presently                     Percentage
                                          Acquirable                     of Class
                                          Within 60                    Beneficially
Beneficial Owner             Shares        Days (1)         Total         Owned
-----------------------   ------------   ------------   ------------   ------------
<S>                       <C>            <C>            <C>            <C>
Standford 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%
John A. Leper (3)(4)                 0              0              0              0%
Ernest Cheung (5)            2,351,380              0      2,351,380          11.84%

All Officers and
Directors as a Group        11,500,000              0     11,500,000           57.9%
(2 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 100%
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, in which Stanford owns 11,500,000 shares
(approximately 57.9%) of our issued and outstanding Common Stock.

                                     - 39 -
<PAGE>

(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 an
unrelated third party) on a month-to-month basis at $6,000 per month. In July,
2004, our monthly rental obligation decreased to $3,500. In June, 2005, our
monthly rental obligation decreased to $800. In November of 2005, we started to
pay a monthly rent of $995 directly to this unrelated third party. During the
twelve months ended December 31, 2005, payments to Stanford related to rent were
$24,200 (2004: $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 year ended December 31, 2005 (2004: $14,763), the
Company did not generate any significant revenues from its database rentals.

During the twelve months ended December 31, 2005, we received income from Stand
ford and other affiliates in connection with database rentals.

During the twelve months ended December 31, 2004, we received income of $14,763,
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, 2005, we
incurred approximately $0 (2004: $174,145) related to the leasing of
professional staff.

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 2004. The same percentage is
used for 2005 since the agreement between us and Stanford includes no agreed
upon percentage. During the twelve months ended December 31, 2005 and 2004,
fixed asset rental income was $17,400 per year. We intend to continue leasing
the property and office and other equipment in the near future.

                                     - 40 -
<PAGE>

Amounts Due From/To 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.

During the twelve months ended December 31, 2005, we advanced the amount of
$271,400 on an promissory note to Stanford. $239,400 remains outstanding as of
2005.

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 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.

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)

                                     - 41 -
<PAGE>

      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)

      32.1   Certificate pursuant to 18 U.S.C. ss. 1350 for Michael Mak, Chief
             Executive Officer (filed herewith)

      32.2   Certificate pursuant to 18 U.S.C. ss. 1350 for Michael Mak, Chief
             Financial Officer (filed herewith)

(b)   Reports on Form 8-K.

No Form 8-Ks were filed for the fiscal year 2005.

ITEM 14. Principal Accountant Fees and Services

The following is a summary of the fees billed to us by Clancy and Co., P.L.L.C.
and its Hong Kong affiliate, HLB Hodgson Impey Cheng (collectively, "Clancy")
and the Company's former auditors, McKennon, Wilson & Morgan LLP ("MWM") for
professional services rendered for the years ended December 31, 2005 and 2004:

                               2005                        2004
Service                Clancy          MWM         Clancy         MWM
--------------        --------      --------      --------      --------
Audit Fees            $130,000      $     --      $128,000      $ 40,000

Audit Related
Fees                        --      $  2,525            --            --

Tax Fees                    --            --            --            --

All Other Fees              --            --            --            --

TOTAL                 $130,000      $  2,525      $128,000      $ 40,000

                                     - 42 -
<PAGE>

Audit fees consist of the aggregate fees billed for 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 our independent auditors 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 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 our independent auditors and not otherwise included in Audit Fees,
Audit Related fees or Tax Fees.

                    [Rest of Page Intentionally Left Blank.]

                                     - 43 -
<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 16, 2006

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 12, 2006.

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

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

/s/ John A. Leper          Secretary and Director
-----------------
John A. Leper
                                   Exhibit 21
                                  SUBSIDIARIES

1. Sino Trade - Intelligent Development Corp. Limited., a corporation formed
under the laws of Hong Kong

2. Wah Mau Corporate Planning Development (Shenzhen) Company Limited (this is an
English translation of the official Chinese name) - a corporation formed under
the laws The People's Republic of China.

                                     - 44 -