UNITED
STATESSECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

FORM
10-K/AAmendment No. 2

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

For the fiscal year ended December 31, 2007

 ̈ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE

ACT OF 1934For the transition period from
___________to___________.

Commission file number 000-49768

ASIA INTERACTIVE
MEDIA INC.

(Exact name of registrant as specified in its charter)

Nevada
    43-195-4778(State or Other Jurisdiction of Incorporation
      of
    (I.R.S. Employer Identification No.)Organization)Level 30, Bank of China
      Tower
    011-852-9836-26431 Garden Road, Central, Hong Kong,
      China(Address of principal executive offices) (ZIP
      Code)
    (Registrant's telephone number,including area code)


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

Securities registered pursuant to Section12(g) of the Act:
Common Shares $0.00001 par value per share

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈ No x

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes  ̈ No x

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for shorter period that the
registrant as required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes xNo ̈

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

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.

Large accelerated filer  ̈
Accelerated filer  ̈ Non-accelerated filer  ̈Smaller reporting company x

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

Aggregate market value of the voting stock of the registrant
held by non-affiliates of the Registrant: $0.

Number of common shares outstanding as at March 26, 2008:
6,634,691

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TABLE OF CONTENTS

PART
      I
    1Item
      1. Description of Business
    6Item
      1A. Risk Factors
    6Item
      1B. Unresolved Staff Comments
    6Item
      2. Properties
    6Item
      3. Legal Proceedings
    6Item
      4. Submission of Matters to a Vote of Security Holders
    6PART
      II
    6Item
      5. Market for Common Equity and Related Stockholder Matters
    6Item
      6. Selected Financial Data
    7Item
      7. Management's Discussion and Analysis or Plan of Operation
    7Item
      7A. Quantitative and Qualitative Disclosures about Market Risk
    13Item
      8. Financial Statements and Supplementary Data
    13Item
      9. Changes In and Disagreements with Accountants on Accounting and
      Financial Disclosure
    13Item
      9A. Controls and Procedures
    13Item
      9A(T). Controls and Procedures
    13Item
      9B. Other Information
    14PART
      III
    15Item
      10. Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act
    15Item
      11. Executive Compensation
    19Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters
    21Item
      13. Certain Relationships, Related Transactions and Director
      Independence
    22Item
      14. Principal Accountant Fees and Services
    23PART
      IV
    24Item
      15. Exhibits and Financial Statement Schedules
    24


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PART I

Item 1. Description of
BusinessForward-looking Statements

This annual report 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", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

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. Except as required by
applicable laws, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements so as to conform these
statements to actual results.

As used in this annual report, the terms "we", "us', "our", "the
Company", and "Asia Interactive" mean Asia Interactive Media Inc., unless
otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.
China's national currency is the "¥" or "RMB".

Our Business

We were incorporated on February 9, 2000 in the State of Nevada,
to engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. We filed a Certificate of Amendment with the
Secretary of State of the State of Nevada on February 23, 2007 and changed our
name to China Interactive Media, Inc. On March 22, 2007, we filed a Certificate
of Amendment with the Secretary of State and changed our name to Asia
Interactive Media Inc. We currently maintain a mailing address at Level 30, Bank
of China Tower, 1 Garden Road, Central, Hong Kong, and our telephone number is
011-852-9836-2643. We do not have any subsidiaries.

We are in the developmental stage since inception and have very
little operations to date. We are a "shell company" defined in Rule 405 under
the Securities Act of 1933 and Rule 12b-2 under the Securities Exchange Act of
1934.

1

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We are currently negotiating to enter into a joint venture
agreement with Live Interactive Technology Limited to co-develop and co-market
an employment search website, www.fiva.cn. Live Interactive is a Chinese
company which has a special focus on providing website development services for
internet job search engines. In addition to engaging in negotiations with Live
Interactive, we have lend them money and provided them with some business
development consulting services at no cost. We are also reviewing other
businesses for potential acquisition.

On February 9, 2007, CIBT Education Group Inc., a related party,
loaned to us, $150,000 in exchange for an 8% convertible promissory note due
February 9, 2009 in connection with its divestiture plan. CIBT Education Group
is a public company listed on the TSX Venture Exchange. Toby Chu and Tim Leong
are officers and directors of CIBT Education Group. Both Mr. Chu and Mr. Leong
have served on our Board of Directors since January 15, 2007. Additionally, from
January 15, 2007 to July 23, 2007, Mr. Chu served as our President and Chief
Executive Officer and Mr. Leong served as our Chief Financial Officer and
Secretary. We had intended to acquire Irix Design Group Inc., an internet based
marketing company and wholly-owned subsidiary of CIBT Education Group. Our
negotiations with CIBT Education Group were stalled, however, because we were
unable to reach an agreement with CIBT Education Group regarding the valuation
of Irix Design Group. Though we may resume our negotiations with CIBT Education
Group regarding the acquisition, we do not currently foresee being able to
successfully negotiate our purchase of Irix Design Group.

Material Agreements

As of November 16, 2007, we entered into a new bridge loan
agreement with Live Interactive Technology Ltd. to replace our three bridge loan
agreements with Live Interactive respectively dated on February 16, 2007, July
10, 2007 and September 1, 2007. Pursuant to the new bridge loan agreement, we
agreed lend Live Interactive a maximum of approximately $195,000 (¥1,500,000).
We may lend the money to Live Interactive in one or more sub-loans. The date and
amount of each sub-loan will be agreed by both parties. The sum of all
outstanding sub-loans made by us to Live Interactive will constitute the
"principal sum". The principal sum will be due on the earlier of (i) ten days
after the closing of the acquisition of Live Interactive by us; or (ii) three
months from the date which a sub-loan is actually wired to the bank account
designated by Live Interactive. Live Interactive will pay no interest on the
principal sum as long as the principal sum is paid in full on or before the due
date. In the event that Live Interactive does not pay us the full principal sum
by the due date, then Live Interactive shall begin to pay interest from the due
date until the principal sum is paid in full at a rate of 15% per annum. As at
December 31, 2007, Live Interactive owned us an aggregate of $152,966, including
accrued interest, under this agreement.

On February 9, 2007 we entered into an 8% convertible promissory
note with CIBT Education Group Inc., a related party, whereby CIBT Education
Group loaned us $150,000 due on February 9, 2009. In accordance with the
convertible promissory note, before February 9, 2009 CIBT Education Group has
the right to convert all, or a portion of, the loan principal amount of the
convertible promissory note into our common shares at a conversion price of
$0.01 per share. If CIBT Education Group converts all of their shares, they will
receive 15,000,000 of our common shares which will equal 69% of our issued and
outstanding common shares as at March 26, 2008. As at December 31, 2007, we owed
CIBT Education Group an aggregate of $160,258 including accrued interest.

2

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Development

On January 15, 2007 Toby Chu, Tim Leong and Allen Chu were
appointed as directors. On January 26, 2007, Amy Ng resigned as our President
and director and we appointed Toby Chu as President and Chief Executive Officer
and Tim Leong as our Secretary and Chief Financial Officer.

On February 9, 2007 we entered into an 8% convertible promissory
note with CIBT Education Group Inc., a related party, whereby CIBT Education
Group loaned us $150,000 due on February 9, 2009.

On March 22, 2007 we changed our name from "China Interactive
Media Inc." to Asia Interactive Media Inc."

On July 23, 2007 Toby Chu resigned as our President and Chief
Executive Officer and Tim Leong resigned as our Chief Financial Officer and
Secretary. On the same day we appointed Ken Ng as our President, Chief Executive
Officer, Chief Financial Officer, Secretary and Treasurer, and we appointed
Wayne Lio as our Chief Operating Officer. We agreed to pay a monthly salary of
approximately $2,200 to Mr. Lio. There is no monthly salary for Ken Ng. Toby
Chu, Tim Leong and Allen Chu continue as our directors.

On January 8, 2008 we completed several private placements and
raised an aggregate of $649,299. We issued 599,808 common shares at $0.22 per
share for cash proceeds of $131,958. We issued 54,250 common shares at $0.50 per
share for cash proceeds of $27,125. Also, we issued 980,433 units at $0.50 per
unit for cash proceeds of $490,216. Each unit consists of one common share and
one share purchase warrant entitling the holder to purchase one additional
common share at a price of $1.00 per share until January 8, 2009.

Intellectual Property

We have not filed for any protection of our trademark for Asia
Interactive. We do not own any intellectual property as of March 26, 2008.

Research and Development

We have not spent any amounts on research and development
activities since our inception.

Employees

As of March 26, 2008, we have no part time or full time employees.
Our Chief Operating Officer works full time as an independent contractor. We do
not have a written agreement with him. Our other directors and officers work
part time as independent contractors and work in the areas of business
development and management. They currently contribute approximately 5 hours a
week to our business. We currently engage independent contractors in the areas
of accounting, auditing and legal services.

3

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Legislation and Government Regulation

Securities Exchange Act of 1934, as amended, (the "1934 Act").Sections 13 and 15(d) of the 1934 Act requires companies subject thereto to
provide certain information about significant acquisitions, including certified
financial statements for the company acquired, covering one, two, or three
years, depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to prepare such
statements may significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by us. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act are
applicable.

SEC Shell Company Rules.On June 29, 2005, the SEC adopted
final rules amending the Form S-8 and the Form 8-K for shell companies. These
rules were published in the Federal Register on July 21, 2005 and were made
effective as of August 22, 2005, except for an amendment to Item 5.06 of the
Form 8-K that became effective on November 5, 2005. The amendments expand the
definition of a shell company to be a company with no or nominal operations,
assets consisting of cash and cash equivalents, or assets consisting of any
amount of cash and cash equivalents and nominal other assets. Shell companies,
as a result of these rule changes:

|1. | are now prohibited from using Form S-8 (the abbreviated
      registration statement used to register securities issued under employee
      benefit plans) until 60 days after it ceases to be a shell company;                                                                                                                                                         
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | must include current Form 10 information, including
      audited financial statements in the Form 8-K that the shell company files
      to report an event that causes it to cease being a shell company;                                                                                                                                                              
|  
|3. | must file financial statements within four days about the
      transaction; and                                                                                                                                                                                                                                                                                         
|  
|4. | where an operating company acquires a shell company and
      the operating company survives the transaction; the operating company will
      have acquired control of the shell for purposes of the definition of
      "succession" under the final rules and the operating company, as the
    surviving entity, will be required to file a Form 8-K under Item 5.01.
|  

Prior to the new rules, financial statements of the acquired
private company were not required to be filed on Form 8-K until 75 days after
completion of the merger or acquisition. Also, detailed information about the
business and management of the acquired private company was not required until
the reporting company filed its next annual report on Form 10-K. As a result,
securities of the new entity could be traded for up to 75 days with investors
having little or no access to vital information about the acquired private
company. These rule changes will add additional cost onto completing a merger or
acquisition transaction and may make us less attractive as a means of going
public.

4

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Sarbanes-Oxley Act of 2002. On July 30, 2002, President
Bush signed into law the Sarbanes-Oxley Act of 2002 (the "SOA"). The SOA imposes
a wide variety of new requirements on both U.S. and non-U.S. companies, that
file or are required to file periodic reports with the SEC under the Securities
Exchange Act of 1934. Many of these new requirements will affect us and our
board of directors. For instance, under the SOA we are required to:

- form an audit committee in compliance with the SOA;
- our chief executive office and chief financial officer are required to
  certify our financial statements;
- ensure our directors and senior officers are required to forfeit all
  bonuses or other incentive-based compensation and profits received from the
  sale of our securities in the twelve month period following initial
  publication of any of our financial statements that later require restatement;
- disclose any off-balance sheet transactions as required by the SOA;
- prohibit all personal loans to directors and officers;
- ensure directors, officers and 10% holders file their Forms 4's within two
  days of a transaction;
- adopt a code of ethics and file a Form 8-K whenever there is a change or
  waiver of this code; and
- ensure our auditor is independent as defined by the SOA.

The SOA has required us to review our current procedures and
policies to determine whether they comply with the SOA and the new regulations
promulgated thereunder. We will continue to monitor our compliance with all
future regulations that are adopted under the SOA and will take whatever actions
are necessary to ensure that we are in compliance.

Investment Company Act of 1940.Although we are subject to
regulation under the Securities Act of 1933 and the Securities Exchange Act of
1934, we believe Asia Interactive will not be subject to regulation under the
Investment Company Act of 1940 insofar as we are not engaged in the business of
investing or trading in securities. In the event that we engage in a business
combination which results in us holding passive investment interests in a number
of entities, we could be subject to regulation under the Investment Company Act
of 1940. In such an event, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the SEC as to the status of
Asia Interactive under the Investment Company Act of 1940 and, consequently, any
violation of such Act would subject us to material adverse consequences. Asia
Interactive presently believes it is exempt from the Investment Company Act of
1940 via Regulation 3a-2 thereto.

Investment Advisor Act of 1940.We are not an "investment
adviser" under the Federal Investment Adviser Act of 1940, which classification
would involve a number of negative considerations. Accordingly, we do not and
will not furnish or distribute advice, counsel, publications, writings, analysis
or reports to anyone relating to the purchase or sale of any securities within
the language, meaning and intent of Section 2(a)(11) of the Investment Adviser
Act of 1940, 15 U.S.C.

Environmental Law.To the extent which environmental
compliance may be necessary, we do not anticipate any significant compliance
expense.

5

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Item 1A. Risk FactorsNot Applicable.Item
1B. Unresolved Staff CommentsNone.Item 2.
Properties

We currently maintain a mailing address at Level 30, Bank of China
Tower, 1 Garden Road, Central, Hong Kong, which is the address of Amy Ng, the
sibling of Ken Ng, our President, Chief Executive Officer, Chief Financial
Officer, Secretary and Treasurer. To our knowledge, Ms. Ng also has dispositive
and voting control with respect to securities held by Tokay Sequoia Management
Company Ltd., our significant shareholder. We do not pay for the use of this
mailing address. We do not believe that we will need to maintain an office at
any time in the foreseeable future in order to carry out our plan of
operations.

Item 3. Legal Proceedings

As of March 13, 2008, there are no material pending legal
proceedings (other than ordinary routine litigation incidental to our business)
to which we are a party or of which any of our properties is the subject. Also,
our management is not aware of any legal proceedings contemplated by any
governmental authority against us.

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

None.

PART II

Item 5. Market for Common Equity and Related Stockholder
Matters

Market Information

Our common stock is not traded on any exchange. We intend to apply
for quotation of our common stock on the OTC Bulletin Board. However, we cannot
guarantee that we will obtain a listing. There is no trading activity in our
securities and there can be no assurance that a regular trading market for our
common stock will ever be developed.

A market maker sponsoring a company's securities is required to
obtain a listing of the securities on any of the public trading markets,
including the OTC Bulletin Board. If we are unable to obtain a market maker for
our securities, we will be unable to develop a trading market for our common
stock. We may be unable to locate a market maker that will agree to sponsor our
securities. Even if we do locate a market maker, there is no assurance that our
securities will be able to meet the requirements for a quotation or that the
securities will be accepted for listing on the OTC Bulletin Board.

6

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We intend to apply for listing of the securities on the OTC
Bulletin Board, but there can be no assurance that we will be able to obtain
this listing. The OTC Bulletin Board securities are not listed and traded on the
floor of an organized national or regional stock exchange. Instead, OTC Bulletin
Board securities transactions are conducted through a telephone and computer
network connecting dealers in stocks. OTC Bulletin Board stocks are
traditionally smaller companies that do not meet the financial and other listing
requirements of a regional or national stock exchange.

Holders

As of March 26, 2008, there were 71 holders of record of our
common stock.

Dividends

For the two most recent fiscal years we have not paid any
dividends on our common shares and do not expect to declare or pay any dividends
on our common shares in the foreseeable future. Payment of any dividends will
depend upon future earnings, if any, our financial condition, and other factors
as deemed relevant by our Board of Directors.

Equity Compensation Plans

As of March 25, 2008, we did not have any equity compensation
plans.

Recent Sales of Unregistered Securities

We have not made any previously unreported from September 30, 2007
to December 31, 2007.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management's Discussion and Analysis or Plan of
Operation

The following discussion should be read in conjunction with our
consolidated financial statements, including the notes thereto, appearing
elsewhere in this Form 10-K. The discussions of results, causes and trends
should not be construed to imply any conclusion that these results or trends
will necessarily continue into the future.

Results of Operations

Revenue

Since February 9, 2000 (date of inception) to December 31, 2007,
we have not generated any revenues. We had total assets of $736,478, total
liabilities of $200,984, and an accumulated deficit of $150,934 as of December
31, 2007. We anticipate that we will not earn any revenues during the current
fiscal year or in the foreseeable future, as we do not have any operations and
are presently engaged in seeking acquisitions, mergers, joint ventures or other
strategic transactions. We anticipate that we will incur substantial losses over
the next two years.

7

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Net Loss

Since February 9, 2000 (date of inception) to December 31, 2007,
we have incurred net losses of $150,934. Our net loss increased $57,372 from
$39,217 for the fiscal year ended December 31, 2006 to $96,589 for the same
period in 2007. The increase in net loss was a result of increased day to day
operating activities.

Our net loss per share was $0.02 for the fiscal year ended
December 31, 2007 compared to $0.01 for the same period in 2006.

Expenses

From February 9, 2000 (date of inception) to December 31, 2007, we
accumulated total operating expenses of $150,934. Our total operating expenses
increased $57,372 or 146% to $96,589 for the fiscal year ended December 31, 2007
from $39,217 for the same period in 2006. Our operating expenses consists
entirely of general and administrative expenses which include cost of travel,
meals and entertainment, office maintenance, communication expenses (cellular,
internet, fax, and telephone), office supplies, courier and postage costs,
salaries and professional fees.

The increase in our total expenses was mainly due to increased
professional fees and management fees. The increase in professional fees was due
to additional legal and auditing services provided and an increased cost in
accounting services. The increase in our management fees was due to the
engagement of our Chief Operating Officer.

Plan of Operations

We are currently negotiating to enter into a joint venture
agreement with Live Interactive to co-develop and co-market an employment search
website, www.fiva.cn. In addition to engaging
in negotiations with Live Interactive, we have loaned it funds to sustain its
operations and provided it with business development consulting services at no
cost. We had intended to acquire Irix Design Group Inc., an internet based
marketing company and wholly-owned subsidiary of CIBT Education Group Inc., a
related party. Our negotiations with CIBT Education Group were stalled, however,
because we were unable to reach an agreement with CIBT Education Group regarding
the valuation of Irix Design Group. Though we may resume our negotiations with
CIBT Education Group in the next 12 months regarding the acquisition, we do not
currently foresee being able to successfully negotiate our purchase of Irix
Design Group.

We entered into a new bridge loan agreement with Live Interactive
on November 16, 2007 to replace our previous three bridge loan agreements with
Live Interactive respectively dated on February 16, 2007, July 10, 2007 and
September 1, 2007. Pursuant to the new bridge loan agreement, we have agreed to
lend to Live Interactive a maximum of approximately $195,000 (¥1,500,000). We
may lend the money to Live Interactive in one or more sub-loans. As at December
31, 2007, Live Interactive owned us an aggregate of $152,966, including accrued
interest, under this agreement.

8

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On February 9, 2007 we entered into an 8% convertible note with
CIBT Education Group Inc., a related party, whereby CIBT Education Group loaned
us $150,000. In accordance with the convertible note, before February 9, 2009
CIBT Education Group has the right to convert all, or a portion of, the loan
principal amount of the adaptable note into our common shares at a conversion
price of $0.01 per share. If CIBT Education Group converts the entire
convertible note, they will receive 15,000,000 of our common shares, which will
equal approximately 69% of our current issued and outstanding common shares as
of March 13, 2008. As at December 31, 2007, a total of $160,258, including
accrued interest, was due to CIBT Education Group.

If we are successful in entering into a joint venture agreement
with Live Interactive, we will incur additional costs for personnel and
expansion of business. In order for us to attract and retain quality personnel,
our management anticipates it will need to offer competitive salaries, issue
common stock to consultants and employees, and grant stock options to future
employees.

We estimate that our expenses over the next 12 months (beginning
March 2008) will be approximately $1,250,000 as listed in the table below. These
estimates will change significantly if we cease our current operations or if we
acquire other businesses.

Description
    Estimated AmountPayments of loans and accrued interests
    $500,000Salaries
    $525,000General and administration expenses
    $55,000Investor relations costs
    $50,000Travel expenses
    $25,000Professional fees
    $50,000Rent
    $35,000Utilities
    $10,000Total
    $1,250,000


We plan to raise capital through private placements, loans or
possibly a direct offering to carry out our business plan. However, there is no
assurance that we can receive enough capital to meet our cash requirements.

We are reviewing other businesses for potential acquisitions on an
ongoing basis. We anticipate that our business will incur significant losses in
the next two years. We believe that our success depends on the completion of our
proposed acquisitions, joint ventures or other strategic transactions, and our
ability to develop our acquired businesses.

9

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Liquidity and Capital Resources

As of December 31, 2007, we had total current assets of $583,512,
total current liabilities of $40,726, and a working capital surplus of $542,786.
As of December 31, 2007 we had cash of $583,512 in our bank accounts. Our book
tangible assets were $535,494 or $0.08 per share as of December 31, 2007. Our
net loss of $150,934 from February 9, 2000 (date of inception) to December 31,
2007 was mostly funded by our equity financing.

During the fiscal year ended December 31, 2007, we raised $648,300
from the sale of our common stock compared to $nil for the same period in 2006.
During the fiscal year ended December 31, 2007, we received a loan of $150,000
under the 8% convertible note from CIBT Education Group Inc., a related party.
The increase in cash during the fiscal year ended December 31, 2007 was
$583,512, mainly due to the sale of our common stock for cash.

On January 8, 2008 we issued 599,808 common shares at $0.22 per
share for cash proceeds of $131,958. We issued 54,250 common shares at $0.50 per
share for cash proceeds of $27,125. Also, we issued 980,433 units at $0.50 per
unit for cash proceeds of $490,216. Each unit consists of one common share and
one share purchase warrant entitling the holder to purchase one additional
common share at a price of $1.00 per share until January 8, 2009.

We used net cash of $225,046 in operations activities for the
fiscal year ended December 31, 2007 compared to $nil during the same period in
2006. For the fiscal year ended December 31, 2007, we received net cash of
$808,558 from financing activities compared to $nil received in net cash from
financing activities for the same period in 2006. We currently do not have any
investing activities. During the fiscal year ended December 31, 2007, our
monthly cash requirement was approximately $19,000.

Our current ratio was 14 as at December 31, 2007. While we are
currently in good short-term financial standing, we anticipate that we will not
generate any revenues in the near future and we do not anticipate enough
positive internal operating cash flow until we can generate substantial
revenues, which may take the next few years to fully realize. There is no
assurance we will achieve profitable operations.

We anticipate that our expenses over the next 12 months (beginning
March 2008) will be approximately $1,250,000. As of December 31, 2007, we had
cash of $583,512 on hand. The balance of our cash requirements for the next 12
months was approximately $667,000. We intend to meet the balance of our cash
requirements for the next 12 months through external sources: a combination of
debt financing and equity financing through private placements. We currently do
not have any arrangements in place for the completion of any further private
placement financings and there is no assurance that we will be successful in
completing any further private placement financings. We may not raise sufficient
fund to fully carry out our business plan.

We intend to raise an additional financing of approximately
$180,000 through private placements or possibly through a registered direct
offering in order to acquire other businesses. There is no assurance that any
financing will be available or if available, on terms that will be acceptable to
us.

10

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Going Concern

We are a development stage company and have generated no revenues.
We have not had any operating activities since our inception. We cannot
guarantee we will be successful in our future business operations. Our business
is subject to risks inherent in the establishment of a new business enterprise,
including limited capital resources.

Our operating history makes predictions of future operating
results difficult to ascertain. Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development. We are seeking equity financing to provide for the
capital required to fully carry out our business plan. A critical component of
our operating plan impacting our continued existence is our ability to obtain
additional capital through additional equity and/or debt financing.

Obtaining additional financing will be subject to a number of
factors including market conditions, investor acceptance of our business plan
and investor sentiment. These factors may make the timing, amount, terms and
conditions of additional financing unattractive or unavailable to us. If
financing is not available on satisfactory terms, we may be unable to continue,
develop or expand our operations. If we are unable to raise additional
financing, we will have to significantly reduce our spending, delay or cancel
planned activities or substantially change our current corporate structure. In
such an event, we intend to implement expense reduction plans in a timely
manner. However, these actions would have material adverse effects on our
business, revenues, operating results, and prospects, resulting in a possible
failure of our business. If we raise funds through equity or convertible
securities, our existing stockholders may experience dilution and our stock
price may decline.

We have never generated any revenues and incurred significant
operating losses from operations. We anticipate we will continue to experience
net negative cash flows from operations and will be required to obtain
additional financing to fund operations through equity securities' offerings and
debt financing to the extent necessary to provide working capital. Our
continuation as a going concern is dependent upon our ability to generate
sufficient cash flow from stockholders or other outside sources to sustain
operations and meet our obligations on a timely basis and ultimately to attain
profitability. We have limited capital with which to pursue our business plan.
There can be no assurance that our future operations will be significant and
profitable, or that we will have sufficient resources to meet our
objectives.

These factors raise substantial doubt about our ability to
continue as a going concern. Our auditors have issued a going concern opinion.
This means that our auditors believe there is substantial doubt that we can
continue as an on-going business for the next twelve months. The financial
statements do not include any adjustments that might result from the uncertainty
about our ability to continue our business. If we are unable to obtain
additional financing from outside sources and eventually produce enough
revenues, we may be forced to sell our assets, curtail or cease our
operations.

11

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Off-Balance Sheet Arrangements

As of December 31, 2007, we had no off balance sheet transactions
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in our financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The discussion and analysis of our financial condition and results
of operations are based upon our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the US. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities., We
evaluate these estimates on an on-going basis, including those related to
customer programs and incentives, bad debts, inventories, investments,
intangible assets, income taxes, warranty obligations, impairment or disposal of
long-lived assets, contingencies and litigation. We base our estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

We consider the following accounting policies to be both those
important to the portrayal of our financial condition and that require the
subjective judgment:

Foreign Currency Translation

Our functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
in accordance with SFAS No. 52 "Foreign Currency Translation", using the
exchange rate prevailing at the balance sheet date. Gains and losses arising on
settlement of foreign currency denominated transactions or balances are included
in the determination of income. Foreign currency transactions are primarily
undertaken in Canadian dollars. We have not, to the date of these financials
statements, entered into derivative instruments to offset the impact of foreign
currency fluctuations.

Financial Instruments

The fair value of financial instruments, which include cash,
accounts payable, accrued liabilities and due to related party, were estimated
to approximate their carrying values due to the immediate or short-term maturity
of these financial instruments. Foreign currency transactions are primarily
undertaken in Canadian dollars. The financial risk is the risk to our operations
that arise from fluctuations in foreign exchange rates and the degree of
volatility of these rates. Currently, we do not use derivative instruments to
reduce our exposure to foreign currency risk.

12

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Item 7A. Quantitative and Qualitative Disclosures about Market
Risk

Not Applicable.

Item 8. Financial Statements and Supplementary Data

All financial statements meeting the requirements of Article 8 of
Regulation S-X and the supplementary financial information required by Item 302
of Regulation S-K, together with the Report of Certified Public Accountant
thereon, are included in Item 15 of this Report commencing on page F-1.

Item 9. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure

Thomas J. Harris, Certified Public Accountant, of 3901 Stone Way
N., Suite 202, Seattle, Washington 98103, serves as our independent registered
public accountant for the fiscal years ended December 31, 2006 and 2007. Our
audited financial statements for the fiscal years ended December 31, 2007 and
2006 have been included in this annual report in reliance upon Thomas J. Harris,
Certified Public Accountant, as an expert in accounting and auditing. We have
had no disagreements with our current accountant, Thomas J. Harris.

George Stewart, Certified Public Accountant, of 2301 South Jackson
Street, Suite 101-G Seattle, Washington 98144, served as our independent
registered public accountant for the fiscal years ended December 31, 2005 and
2004.

On February 26, 2007, we dismissed George Stewart as our
independent registered public accountant. During the fiscal years ended December
31, 2005 and 2004 and the subsequent interim period through February 26, 2007
(date of dismissal), there were no disagreements with George Stewart on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved, to the satisfaction of
George Stewart, would have caused it to make reference to the subject matter of
the disagreement in connection with its reports.

Item 9A. Controls and Procedures

Not Applicable.

Item 9A(T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures as of December 31, 2007. Based on this
evaluation, our management has concluded that our disclosure controls and
procedures are effective to   ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms.

The evaluation of our disclosure controls and procedures did not
identify any change in our internal control over financial reporting that
occurred during the fiscal year ended December 31, 2007 that has materially
affected or is reasonably likely to materially affect our internal control over
such reporting.

The term "internal control over financial reporting" is defined as
a process designed by, or under the supervision of, the registrant's principal
executive and principal financial officers, or persons performing similar
functions, and effected by the registrant's Board of Directors, management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:



|(1) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
|   
|(3) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, or use or disposition of the
      registrant's assets that could have a material effect on the financial
      statements.                                                                                                                                           
|   

13

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Management's Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Exchange Act
Rule 13a-15(f)). Our internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.

Because of our inherent limitations, our internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and Chief Financial Officer assessed
the effectiveness of our internal control over financial reporting as of
December 31, 2007. In making this assessment, our management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control - Integrated Framework.

Our management conducted a walk through of the procedures and
controls documented in this memo or relied on personal knowledge where no walk
through was possible in order to test the effectiveness of our internal control
over financial reporting.

Our management believes that our internal control over financial
reporting is currently ineffective at preventing or detecting a material
misstatement in the financial statements because the following material
weaknesses exist:

|1. | The accounts payable and expenses may be overstated
      because there is lack of segregation of duties and therefore we are
      susceptible to fraud.                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Cash management may be a problem because the person in
      charge of writing cheques also reconciles the bank account. The cash in
      our bank account is a relatively small but material amount and is
      susceptible to misappropriation.   
|  
|3. | There are no preventative and detective IT systems in
      place to prevent and/or detect fraud other than password protection. There
      no software based accounting controls in place to prevent double entries,
      monitor performance, etc.
|  
|4. | There is a lack of entity wide controls establishing a
      "tone at the top", including no audit committee, no policy on fraud and no
      code of ethics. A whistleblower policy is not necessary given the small
    size of the organization.   
|  

The recommendations to remediate these deficiencies are as
follows:

|1. | Hire an external accountant to record transactions and
      prepare the financial statements. The information should be sent to the
      accountant by someone who is not in control of the bank account.                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Obtain quotes for prevention and detection software in
      order to protect against fraud.                                                                                                                                                                    
|  
|3. | Consider purchasing basic accounting software to record
      accounting transactions and print cheques. However, a basic accounting
      program may not be GAAP compliant and may not provide an adequate audit
      trail. We need to evaluate all options.
|  
|4. | Adopt a corporate records and document retention policy
      to ensure that all significant records are kept for the appropriate amount
      of time as required by law.                                                                                      
|  
|5. | Appoint a minimum of two independent directors to the
      board of directors and then implement an audit committee to review all
      financial statements and SEC filings and oversee the development of
      corporate policies.                          
|  

This annual report does not include an attestation report of our
registered public accountant regarding internal control over financial
reporting. Our management's report was not subject to attestation by our
registered public accountant pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management's report in this
annual report.

Our Chief Executive Officer and Chief Financial Officer have
concluded that there have not been any changes in our internal control over
financial reporting during the fiscal year ended December 31, 2007 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

Item 9B. Other Information

None.

14

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PART III

Item 10. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.

All directors of our company hold office until the next annual
meeting of the shareholders or until their successors have been elected and
qualified. The officers of our company are appointed by our Board of Directors
and hold office until their death, resignation or removal from office.

The following table sets forth the name, age, and position of our
executive officers and directors as of December 31, 2007.

Name and
      Age
    Position(s) Held inAsia Interactive
    Tenure
    Other DirectorshipsKen Ng , 42
    President, Chief Executive Officer
      and Chief Financial Officer, 
      Secretary, and Treasurer
    From July 23, 2007 to present
    n/aToby Chu, 46
    Director
    From January 15,  2007 to present
    a director, President  and Chief Executive Officer of
      CIBT Education Group Inc. 
      (1) since 1994 to presentTim Leong, 45
    Director
    From January 15, 2007 to present
    n/aAllen Chu, 57
    Director
    From January 15, 2007 to present
    n/aWayne Lio, 33
    Chief Operating Officer
    From July 23, 2007 to present
    n/a


(1) CIBT Education Group Inc. is a related party and a public
company under the symbol "CPT" on the TSX Venture Exchange and "CBTGF" on the
OTC Bulletin Board.

15

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The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee, indicating the principal occupation during that
period, and the name and principal business of the organization in which such
occupation and employment were carried out.

Ken Ng, President, CEO, CFO, Secretary, and Treasurer

Ken Ng has been our President, CEO, CFO, Secretary and Treasurer
since July 23, 2007. He manages our international business relations, business
development, as well as legal and financial matters. From 2002 to present, Mr.
Ng has been the Vice President of Pacifico Management Consultants, a company in
the business of E-Commerce and software development.

Since 1991, Mr. Ng has owned and operated a number of business
ventures throughout his career, ranging from start-up companies to
well-established corporations, including ANO Office Automation, a computer
technology company with over 60 employees. Mr. Ng has invested in several China
based companies from 1997 to 2004. His wealth of knowledge and experience in
dealing with China was instrumental in helping EssentialPay, an electronic
payment services company, establish partnerships in China. Mr. Ng graduated from
the British Columbia Institute of Technology in 1989 with a diploma of
Electronic Engineering.

Toby Chu, Director

Toby Chu has been a director since January 15, 2007 and was our
President and Chief Executive Officer from January 26, 2007 to July 23, 2007.
Since 1994 to present Toby Chu has been the President, CEO and director of CIBT
Education Group Inc., a related party and company primarily focusing on the
education and training business in China. From March 1995 to November 1996 Toby
Chu worked as a senior manager at Central Foods, Inc., a company in the business
of food distribution. Mr. Chu has a diploma in business administration from
Vancouver Community College in Vancouver, Canada.

Tim Leong, Director

Tim Leong has been our director since January 15, 2007 and was our
Chief Financial Officer from January 26, 2007 to July 23, 2007. Since 1995 to
present Tim Leong has been the Chief Financial Officer of CIBT Education Group
Inc., a related party and company primarily focusing on the education and
training business in China. Before 1995 Mr. Leong worked as Senior Manager at
Dyke & Howard, Chartered Accountants and worked as an auditor at Price
Waterhouse Chartered Accountants. Mr. Leong has a bachelor degree from Simon
Fraser University in British Columbia, Canada, and he is a Charted Accountant in
British Columbia.

Allen Chu, Director

We appointed Allen Chu to our Board of Directors on January 15,
2007. From May 1994 to November 2007 Allen Chu was a director of CIBT Education
Group Inc., a related party. From March 2006 to present he has served as a
network controller for Keywest Networks, a technological service company. From
November 2000 to April 2001 he was self-employed as a technical support
consultant for Seanix Technology, a company in the business of technology
supplies and services. Allen Chu earned his Bachelor of Science degree in
Computer Science from the University of British Columbia, and his Bachelor of
Arts degree in Economics from the University of Alberta.

16

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Wayne Lio, Chief Operating Officer

Wayne Lio serves full time as our Chief Operating Officer, while
he is currently pursuing his MBA degree from the University of Wales (England).
From 2005 to 2007, Mr. Lio served as a Principal Consultant and Analyst at
Convoy Asset Management Ltd. of Hong Kong, a company in the business of
financial planning and mutual funds. From 2000 to 2005, Mr. Lio was a Senior
Officer at Hutchison Telecom in Macau providing technical services and support
to clients. Mr. Lio started his career in 1995 after studying at the British
Columbia Institute of Technology.

Director Nominees

We do not have a nominating committee. The Board of Directors,
sitting as a Board, selects individuals to stand for election as members of the
Board. Since the Board of Directors does not include a majority of independent
directors, the decision of the Board as to director nominees is made by persons
who have an interest in the outcome of the determination. The Board will
consider candidates for directors proposed by security holders, although no
formal procedures for submitting candidates have been adopted. Unless otherwise
determined, not less than 90 days prior to the next annual Board of Directors'
meeting at which the slate of Board nominees is adopted, the Board will accept
written submissions of proposed nominees that include the name, address and
telephone number of the proposed nominee; a brief statement of the nominee's
qualifications to serve as a director; and a statement as to why the shareholder
submitting the proposed nominee believes that the nomination would be in the
best interests of shareholders. If the proposed nominee is not the same person
as the shareholder submitting the name of the nominee, a letter from the nominee
agreeing to the submission of his or her name for consideration should be
provided at the time of submission. The letter should be accompanied by a resume
supporting the nominee's qualifications to serve on the Board of Directors, as
well as a list of references.

The Board identifies director nominees through a combination of
referrals from different people, including management, existing Board members
and security holders. Once a candidate has been identified, the Board reviews
the individual's experience and background and may discuss the proposed nominee
with the source of the recommendation. If the Board believes it to be
appropriate, Board members may meet with the proposed nominee before making a
final determination whether to include the proposed nominee as a member of
management's slate of director nominees submitted to shareholders for election
to the Board.

Among the factors that the Board considers when evaluating
proposed nominees are their knowledge of, and experience in business matters,
finance, capital markets and mergers and acquisitions. The Board may request
additional information from the candidate prior to reaching a determination. The
Board is under no obligation to formally respond to all recommendations,
although as a matter of practice, it will endeavor to do so.

17

---

Audit Committee

The functions of the Audit Committee are currently carried out by
our Board of Directors. Our Board of Directors has determined that we do not
have an audit committee financial expert on our Board of Directors carrying out
the duties of the Audit Committee. The Board of Directors has determined that
the cost of hiring a financial expert to act as a director of us and to be a
member of the Audit Committee or otherwise perform Audit Committee functions
outweighs the benefits of having a financial expert on the Audit Committee.

Significant Employees

Other than the senior officers described above, we do not expect
any other individuals to make a significant contribution to our business.

Family Relationships

Toby Chu and Allen Chu are brothers. Other than this relationship,
there are no family relationships among our officers, directors or persons
nominated for such positions.

No Legal Proceedings

None of our directors, executive officers, promoters or control
persons have been involved in any of the following events during the past five
years:

- any bankruptcy petition filed by or against any business of which such
  person was a general partner or executive officer either at the time of the
  bankruptcy or within two years prior to that time;
- any conviction in a criminal proceeding or being subject to a pending
  criminal proceeding (excluding traffic violations and other minor offenses);
- being subject to any order, judgment, or decree, not subsequently
  reversed, suspended or vacated, of any court of competent jurisdiction,
  permanently or temporarily enjoining, barring, suspending or otherwise
  limiting his involvement in any type of business, securities or banking
  activities; or
- being found by a court of competent jurisdiction (in a civil action), the
  SEC or the Commodity Futures Trading Commission to have violated a federal or
  state securities or commodities law, and the judgment has not been reversed,
  suspended, or vacated.

18

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Section 16(a) Beneficial Ownership Compliance
Reporting

Section 16(a) of the Securities Exchange Act of 1934 requires a
company's directors and officers, and persons who own more than ten-percent
(10%) of the company's common stock, to file with the Securities and Exchange
Commission reports of ownership on Form 3 and reports of change in ownership on
Forms 4 and 5. Such officers, directors and ten-percent stockholders are also
required to furnish the company with copies of all Section 16(a) reports they
file. Based solely on our review of the copies of such forms received by us and
on written representations from certain reporting persons, we believe that all
Section 16(a) reports applicable to our officers, directors and ten-percent
stockholders with respect to the fiscal year ended December 31, 2007 were filed.
However, some were filed late.

Code of Ethics

We have not yet adopted a code of ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions because we have
not yet finalized the content of such a code.

Item 11. Executive Compensation

The following table sets forth, as of December 31, 2007,
compensation awarded to our Chief Executive Officer (CEO), and to other persons
serving as executive officers whose salary and bonus for such year exceeded
$100,000 (collectively, the "Named Executive Officers") for the last two
completed fiscal years.

Annual
      Compensation
    Long Term Compensation
    All
      other compensation$Summary Annual
      Compensation
    Awards
    PayoutsName andprincipalposition
    Year$
    Salary$
    Bonus $
    Other AnnualCompensation
      $
    Restricted StockAward(s)$
    Securities UnderlyingOptions/SARs
      (#)
    LTIP PayoutsKen Ng, 
      President,
      CEO, CFO, Secretary, Treasurer
    2007
    0
    0
    0
    0
    0
    0
    02006
    0
    0
    0
    0
    0
    0
    0Toby Chu, 
      Director (1)
    2007
    0
    0
    0
    0
    0
    0
    02006
    0
    0
    0
    0
    0
    0
    0


Tim Leong, 
      Director
      (2)
    2007
    0
    0
    0
    0
    0
    0
    02006
    0
    0
    0
    0
    0
    0
    0Allen
      Chu,
      Director
    2007
    0
    0
    0
    0
    0
    0
    02006
    0
    0
    0
    0
    0
    0
    0Wayne Lio,
      COO
    2007
    30,000 (3)
    0
    0
    0
    0
    0
    02006
    0
    0
    0
    0
    0
    0
    0Amy Ng (4)
    2007
    0
    0
    0
    0
    0
    0
    02006
    0
    0
    0
    0
    0
    0
    0


(1) Toby Chu served as President and Chief Executive Officer from
January 15, 2007 to July 23, 2007. Mr. Chu is currently serves on our Board of
Directors.

(2) Tim Leong served as our Chief Financial Officer and Secretary
from January 15, 2007 to July 23, 2007. Mr. Leong currently serves on our Board
of Directors.

(3) Represents fees of $6,000 per month earned by Wayne Lio's for
his services as Chief Operations Officer from August to December 31, 2007. Of
the $30,000 earned, $11,250 has been paid and the balance of $11,220 is
payable.

(4) Amy Ng was our director, President, CEO and CFO from February
24, 2006 to January 26, 2007.

We do not have any management or consulting agreements. We made no
grants of stock options or stock appreciation rights since our inception to
December 31, 2007.

19

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Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the Board of Directors or
a committee thereof.

Compensation Committee

We currently do not have a compensation committee of the Board of
Directors. The Board of Directors as a whole determines executive
compensation.

Compensation of Directors

We reimburse our directors for expenses incurred in connection
with attending board meetings but did not pay director's fees or other cash
compensation for services rendered as a director in the year ended December 31,
2007.

We have no standard arrangement pursuant to which our directors
are compensated for their services in their capacity as directors. The Board of
Directors may award special remuneration to any director undertaking any special
services on behalf of our company other than services ordinarily required of a
director. No director received and/or accrued any compensation for his services
as a director, including committee participation and/or special assignments.

20

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Change of Control

As of March 26, 2008 we had no pension plans or compensatory plans
or other arrangements which provide compensation on the event of termination of
employment or change in control of us.

Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

The following table sets forth certain information concerning the
number of shares of our common stock owned beneficially as of March 26, 2008 by:
(i) each of our directors; (ii) each of our named executive officers; and (iii)
each person or group known by us to beneficially own more than 5% of our
outstanding shares of common stock. Unless otherwise indicated, the shareholders
listed below possess sole voting and investment power with respect to the shares
they own.

Name and Address of  Beneficial Owner
    Title of Class
    Amount and Nature of Beneficial Ownership (1)
    Percent of  Class (2)
    Percent of Class (3)Ken Ng (4)
    Common Share
    0
    0
    0Toby
      Chu (5)
    Common Share
    0
    0
    0Tim Leong (6)
    Common Share
    0
    0
    0Allen
      Chu (7)
    Common Share
    0
    0
    0Wayne Lio (8)
    Common Share
    0
    0
    0All
      Officers and Directors as a Group
    Common Share
    0
    0
    0Tokay Sequoia Management Company Ltd. (9)
    Common Share
    5,092,988
    77
    24CIBT Education Group Inc. (10)
    Common Share
    15,000,000 (11)
    n/a
    69




|(1)  | The number and percentage of shares beneficially owned is determined
      under rules of the SEC and the information is not necessarily indicative
      of beneficial ownership for any other purpose.
        Under such rules, beneficial ownership includes any shares as to which
          the individual has sole or shared voting power or investment power and
          also any shares which the individual has the right to acquire within 60
          days through the exercise of any stock option or other right. The persons
          named in the table have sole voting and investment power with respect to
          all shares of common stock shown as beneficially owned by them, subject to
          community property laws where applicable and the information contained in
          the footnotes to this table.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(2)  | Based on 6,634,491 shares of our common stock issued and
      outstanding as of March 26, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(3)  | Based on 6,634,491 shares of common stock issued and
      outstanding as of March 13, 2008 plus the 15,000,000 commons shares
      issuable upon conversion of the convertible promissory note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(4)  | Ken Ng is our President, CEO and CFO, Secretary and
      Treasurer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|(5)  | Toby Chu is our director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(6)  | Tim Leong is our director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|(7)  | Allen Chu is our director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|(8)  | Wayne Lio is our Chief Operating Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(9)  | To our knowledge, Amy Ng has a voting and dispositive
      control with respect to securities owned by Tokay Sequoia Management
      Company Ltd. Amy Ng and Ken Ng, our President, CEO, CFO, Secretary and
      Treasurer, are siblings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|(10) | Our director, Toby Chu is President of CIBT
      Education Group Inc. Our director, Tim Leong is CEO and CFO of CIBT
      Education Group Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

21

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Item 13. Certain Relationships, Related Transactions and
Director Independence

At December 30, 2007, we are indebted to Tokay Sequoia Management
Company Ltd., our significant shareholder, in the amount of $17,312,
representing expenses paid on our behalf. This amount is non-interest bearing,
unsecured and has no specific terms of repayment.

Other than as described above, we have not entered into any
transactions with our officers, directors, persons nominated for these
positions, beneficial owners of 5% or more of our common stock, or family
members of these persons wherein the amount involved in the transaction or a
series of similar transactions exceeded the lesser of $120,000 or 1% of the
average of our total assets for the last three fiscal years.

22

---

Item 14. Principal Accountant Fees and Services.

Audit and Non-Audit Fees

The following table represents fees for the professional audit
services and fees billed for other services rendered by our current auditor,
Thomas J. Harris, for the audit of our annual financial statements for the year
ended December 31, 2006 and 2007 and any other fees billed for other services
rendered by Thomas J. Harris during these periods. All fees are paid by US
dollars.

Year Ended December 31,  2006
    Year Ended December 31,  2007Audit fees
    $5,000
    $8,750Audit-related fees
    -
    -Tax fees
    -
    -All
      other fees
    -
    -Total
    $5,000
    $8,750


Since our inception, our Board of Directors, performing the duties
of the Audit Committee, reviews all audit and non-audit related fees at least
annually. The Board of Directors as the Audit Committee pre-approved all audit
related services in the fiscal 2007.

23

---

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) (1) Financial Statements

See "Index to Financial Statements" set forth on page F-1.

(a) (2) Financial Statement Schedules

None. The financial statement schedules are omitted because they
are inapplicable or the requested information is shown in our financial
statements or related notes thereto.

ExhibitNumber
    Exhibit  Description3.1
    Articles of Incorporation (1)3.2
    Certificate of Amendment to Articles of Incorporation dated
      March 2, 2000 (1)3.3
    Certificate of Amendment to Articles of Incorporation
      dated February 23, 2007 (2)3.4
    Certificate of Amendment to Articles of Incorporation dated
      March 22, 2007 (2)3.5
    Bylaws (1)10.1
    Convertible Promissory Note with CIBT Education Group Inc.
      dated February 9, 2007 (3)10.2
    Bridge Loan Agreement with Live Interactive Technology
      Ltd. dated March 16, 2007. (4)31.1
    Certification
      of the Chief Executive Officer and Chief Financial Officer
      Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1
    Certification
      of the Chief Executive Officer and Chief Financial Officer
      Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
      of the Sarbanes-Oxley Act of 2002


|(1) | Included as exhibits to our Form 10-SB filed on April 30,
      2002.  
|--- | -----------------------------------------------------------------------
|(2) | Included as exhibits to our Form 8-K filed on March 28,
      2007.    
|(3) | Included as an exhibit to our Form 10-KSB filed on April
      2, 2007.
|(4) | Included as an exhibit to our Form 10-K filed on March
      31, 2008. 

24

---

SIGNATURES

Pursuant to the requirements of 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.

Asia Interactive Media Inc.(Registrant)Date: September 2, 2008
    By:/s/ Ken NgKen NgPresident, Chief Executive Officer, Chief
      Financial Officer, Secretary, Treasurer(Authorized Officer, Principal Financial and
      Accounting Officer)


25

---

Asia Interactive Media Inc. (previously Black
      Gardenia Corp.)(A Development Stage Company)December 31, 2007IndexReport
      of Independent Registered Public Accounting Firm
    F-1Balance
      Sheet
    F-2Statements
      of Operations
    F-3Statements
      of Cash Flows
    F-4Statement
      of Stockholders' Equity
    F-5Notes
      to the Financial Statements
    F-6




---

THOMAS J. HARRISCERTIFIED PUBLIC ACCOUNTANT3901 STONE
WAY N., SUITE 202SEATTLE, WA 98103206.547.6050

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of DirectorsASIA INTERACTIVE MEDIA, INCVancouver,
B.C., Canada

We have audited the accompanying balance sheets of Asia
Interactive Media, Inc (A Development Stage Company) as of December 31, 2007 and
2006, and the related statements of operations, stockholders' equity and cash
flows for the years ended December 31, 2007 and 2006  and the period from February 9, 2000 (inception) to
December 31, 2007. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that I 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. I believe that my
audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Asia Interactive
Media, Inc, (A Development Stage Company) as of December 31, 2007 and the
results of its operations and cash flows for the years  ended December 31, 2007 and 2006 and February 9, 2000 (inception), to December 31, 2007 in conformity with
generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note #4 to the
financial statements, the Company has had no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is also
described in Note # 4. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



F-1

---

|Asia Interactive Media Inc. (previously Black
      Gardenia Corp.)                                             |                    |                   
|--------------------------------------------------------------------------------------------------------------- | ------------------ | ------------------
|(A Development Stage Company)                                                                                   |                    |                   
|Balance Sheet                                                                                                   |                    |                   
|(Expressed in U.S. Dollars)                                                                                     |                    |                   
|                                                                                                               
|                                                                                                                | December 31,  2007 | December 31,  2006
|                                                                                                                | $                  | $                 
|Assets                                                                                                          |                    |                   
|Current Assets                                                                                                  |                    |                   
|Cash                                                                                                            | 583,512            | -                 
|Total Current Assets                                                                                            | 583,512            | -                 
|Loan receivable (Note 3)                                                                                        | 152,966            | -                 
|Total
      Assets                                                                                              | 736,478            | -                 
|Liabilities and Stockholders'
      Equity (Deficit)                                                            |                    |                   
|Current Liabilities                                                                                             |                    |                   
|Accounts payable
      and accrued liabilities                                                                  | 23,414             | 2,833             
|Due to related party (Note 5)                                                                                   | 17,312             | 13,384            
|Total Current Liabilities                                                                                       | 40,726             | 16,217            
|Loan
      Payable (Note 4)                                                                                     | 160,258            | -                 
|Total Liabilities                                                                                               | 200,984            | 16,217            
|Contingency (Notes 1)                                                                                           |                    |                   
|Stockholders' Equity
      (Deficit)                                                                            |                    |                   
|Common Stock: Authorized: 100,000,000
      shares, $0.00001 par value; 5,000,000 shares Issued and outstanding | 50                 | 50                
|Additional Paid-in
      Capital                                                                                | 450                | 450               
|Stock Subscriptions (Note 7)                                                                                    | 648,300            | -                 
|Donated Capital (Notes 6 and
      8)                                                                           | 37,628             | 37,628            
|Deficit Accumulated During the Development Stage                                                                | (150,934)          | (54,345)          
|Total Stockholders' Equity (Deficit)                                                                            | 535,494            | (16,217)          
|Total
      Liabilities and Stockholders' Equity (Deficit)                                                      | 736,478            | -                 

(The Accompanying Notes are an Integral Part of the Financial
Statements)

F-2

---

Asia Interactive Media Inc.
      (previously Black Gardenia Corp.)(A Development Stage Company)Statements of Operations(Expressed in U.S. Dollars)Accumulated fromFebruary 9, 2000(Date of Inception)
    For the year ended
    For the year endedto December 31, 2007
    December 31, 2007
    December 31, 2006$
    $
    $Revenue
    -
    -
    -Operating ExpensesGeneral and administrative
    150,934
    96,589
    39,217Total
      Operating Expenses
    150,934
    96,589
    39,217Net Loss
    (150,934)
    (96,589)
    (39,217)Net
      Loss Per Share - Basic and Diluted
    
    (0.02)
    (0.01)Weighted Average Shares Outstanding
    
    5,000,000
    5,000,000


(The Accompanying Notes are an Integral Part of the Financial
Statements)

F-3

---

Asia Interactive Media Inc.
      (previously Black Gardenia Corp.)(A Development Stage Company)Statements of Cash Flows(Expressed in U.S. Dollars)Accumulated fromFebruary 9, 2000(Date of Inception)
    For the year ended
    For the year endedto December 31, 2007
    December 31, 2007
    December 31, 2006$
    $
    $Operating ActivitiesNet loss
    (150,934)
    (96,589)
    (39,217)Adjustment to
      reconcile net loss to net cash used in operating
      activitiesDonated
      expenses
    23,000
    -
    23,000Change in
      operating assets and liabilitiesLoan
      receivable
    (152,966)
    (152,966)
    -Accounts payable and accrued liabilities
    23,414
    20,581
    2,833Due to related
      party
    17,312
    3,928
    13,384Advances from Officers
    14,628
    -
    -Net
      Cash Used in Operating Activities
    (225,546)
    (225,046)
    -Financing ActivitiesLoan payable
    160,258
    160,258
    -Common stock
    500
    -
    -Stock subscriptions
    648,300
    648,300
    -Net Cash Provided by Financing Activities
    809,058
    808,558
    -Net Increase in Cash
    583,512
    583,512
    -Cash -
      Beginning of Period
    -
    -
    -Cash -
      End of Period
    583,512
    583,512
    -Supplemental Disclosures:Interest paid
    -
    -
    -Income tax paid
    -
    -
    -


(The Accompanying Notes are an Integral Part of the Financial
Statements)

F-4

---

Asia Interactive Media Inc.
      (previously Black Gardenia Corp.)(A Development Stage Company)Statement of Stockholders' DeficitFor the Period from February 9, 2000
      (Date of Inception) to December 31, 2007(Expressed in US dollars)Shares
    Amount
    Additional
      Paid-in Capital(Discount)
    Deficit 
      Accumulated During the  Exploration Stage
    Total#
    $
    $
    $
    $Balance - February 9,
      2000(Date of Inception)
    -
    -
    -
    -
    -March 2, 2000 - Issuance of
      stock for cash
    5,000,000
    50
    450
    -
    450Net
      loss
    -
    -
    -
    (580)
    (580)Balance - December 31, 2000 and
      2001
    5,000,000
    50
    450
    (580)
    (80)Net
      loss
    -
    -
    -
    (2,812)
    (2,812)Balance - December 31,
      2002
    5,000,000
    50
    450
    (3,392)
    (2,892)Net
      loss
    -
    -
    -
    (1,858)
    (1,858)Balance - December 31,
      2003
    5,000,000
    50
    450
    (5,250)
    (4,750)Net
      loss
    -
    -
    -
    (4,778)
    (4,778)Balance - December 31,
      2004
    5,000,000
    50
    450
    (10,028)
    (9,528)Net
      loss
    -
    -
    -
    (5,100)
    (5,100)Balance - December 31,
      2005
    5,000,000
    50
    450
    (15,128)
    (14,628)Net
      loss
    -
    -
    -
    (39,217)
    (39,217)Balance - December 31,
      2006
    5,000,000
    50
    450
    (54,345)
    (53,845)Net
      loss
    -
    -
    -
    (96,589)
    (96,589)Balance - December 31, 2007
    5,000,000
    50
    450
    (150,934)
    (150,434)


(The Accompanying Notes are an Integral Part of the Financial
Statements)

F-5

---

Asia Interactive Media Inc. (previously Black Gardenia
Corp.)(A Development Stage Company)Notes to the Financial
Statements(Expressed in U.S. Dollars)December 31, 2007

|1. | Nature of Business and Continuance of
      Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Black Gardenia Corp, herein "the Company", was
      incorporated on February 9, 2000 pursuant to the Laws of the State of
      Nevada, USA. The Company has no business operations and is considered a
      development stage company, as defined by Statement of Financial Accounting
      Standard ("SFAS") No. 7 "Accounting and Reporting by Development Stage
        Enterprises". On March 22, 2007 the Company changed its name to "Asia
    Interactive Media Inc."                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | The financial statements have been prepared
      using generally accepted accounting principles in the United States of
      America applicable for a going concern which assumes that the Company will
      realize its assets and discharge its liabilities in the ordinary course of
      business. The Company has never generated revenues since inception and has
      never paid any dividends and is unlikely to pay dividends or generate
      earnings in the immediate or foreseeable future. At December 31, 2007, the
      Company had a working capital surplus of $736,478 and has accumulated
      losses of $150,934 since its inception. The continuation of the Company as
      a going concern is dependent upon the continued financial support from its
      shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations, and the attainment of profitable
      operations. It is management's plan to seek additional capital through
      equity and/or debt financings. These factors raise substantial doubt
      regarding the Company's ability to continue as a going concern.
|  
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  

F-6

---

Asia Interactive Media Inc. (previously Black Gardenia
Corp.)(A Development Stage Company)Notes to the Financial
Statements(Expressed in U.S. Dollars)December 31, 2007

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|  
|   | g)                                                          
|  
|   |                                                             
|  
|   | h)                                                          
|  
|   |                                                             
|  
|   | i)                                                          
|  
|   |                                                             
|  
|   | j)                                                          
|  
|   |                                                             
|  
|   |                                                             
|  
|   |                                                             
|  

F-7

---

Asia Interactive Media Inc. (previously Black Gardenia
Corp.)(A Development Stage Company)Notes to the Financial
Statements(Expressed in U.S. Dollars)December 31, 2007

|2. | Summary of Significant Accounting Policies
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|3. | Loan Receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | On February 16, 2007, the Company entered into
      a Bridge Loan Agreement (subsequently amended as of November 16, 2007)
      with Live-Interactive Technology Ltd. ("Live-Interactive"), a company
      based in China, whereby the Company agreed to loan funds, to a maximum of
      $195,000 (RMB1,500,000), to Live-Interactive on an interest-free basis for
      three months from the date of the loan advance. Interest at 15% per annum
      is charged on all outstanding amounts after the three month interest-free
      period. As at December 31, 2007, a total of $152,966, including accrued
    interest, was owing from Live-Interactive.                                                                                                        
|  
|4. | Loan Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | On February 9, 2007, the Company entered into a
      Convertible Promissory Note Agreement with CIBT Education Group Inc.
      ("CEG") (previously named Capital Alliance Group Inc.), a company based in
      Canada, whereby CEG agreed to lend $150,000 to the Company at an interest
      rate of 8% per annum. The amount is due on February 9, 2009, and at any
      time before February 9, 2009 CEG has the right to convert all or a portion
      of the $150,000 into common stock of the Company at a conversion price of
      $0.01 per share. Upon conversion of the full loan amount CEG would have
      direct beneficial control of 75% of the Company. As at December 31, 2007,
    a total of $160,258, including accrued interest, was due to CEG.
|  
|5. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | At December 31, 2007, the Company is indebted
      to Tokay Sequoia Management Company Ltd., the majority shareholder of the
      Company, in the amount of $17,312, representing expenses paid on behalf of
      the Company. This amount is non-interest bearing, unsecured and has no
      specific terms of repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|6. | Officers Advances                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Mr. Harry Miller, a former officer of the Company ("Mr. Miller"),
advanced funds to the Company to pay for operating costs incurred by it. These
funds were interest free. The balance due of $14,628 was forgiven by Mr. Miller
and recorded as donated capital during the period ended March 31, 2006. Refer to
Note 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                    



F-8

---

Asia Interactive Media Inc. (previously Black Gardenia
Corp.)(A Development Stage Company)Notes to the Financial
Statements(Expressed in U.S. Dollars)December 31, 2007

|7. | Stock Subscriptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Funds totalling $131,958 were received pursuant to a
      private placement of the Company's common stock at $0.22 per share. The
      $131,958 is part of a private placement of 599,808 shares at $0.22 per
      share. To date, no shares have been issued or registered under this
      private placement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | Funds totalling $516,342 were received pursuant to a
      private placement of the Company's common stock at $0.50 per share. The
      $516,342 is part of a private placement of 1,032,683 shares at $0.50 per
      share. To date, no shares have been issued or registered under this
      private placement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|8. | Change of Control                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | The Company entered into an agreement (the "Stock
      Purchase Agreement") dated February 24, 2006, between Mr. Miller, the
      former sole shareholder, and Tokay Sequoia Management Company Ltd.
      ("Tokay"). Under the terms of the Stock Purchase Agreement, Mr. Miller
      sold to Tokay an aggregate of 4,960,000 shares of common stock,
      representing approximately 99.2% of the Company's current outstanding
      shares of common stock. Tokay paid $65,600 for the shares and Mr. Miller
      agreed to release the Company from all debts owing to him in the amount of
      $14,628 (Note 6). Additionally, the Company was indebted for legal fees
      incurred in the amount of $23,000 which was assumed by Mr. Miller and
      Tokay, and therefore, the Company recognized donated capital of $23,000.
      Mr. Miller agreed to place his remaining 40,000 shares of common stock in
      escrow to be released in 4,000 share monthly increments starting on the
      date the Company's shares are posted for trading on an exchange or
    quotation system.
|  

F-9

---