---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

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

For the fiscal year ended December 31, 2006

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 000 - 49768

ASIA INTERACTIVE MEDIA
INC.(Name of small business issuer in its charter)

|Nevada                                           | 43-195-4778                         
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|Level 30, Bank of China Tower                    |                                     
|1 Garden Road                                    |                                     
|Central Hong Kong                                | N/A                                 
|(Address of principal executive offices)         | (Zip Code)                          

Issuer's telephone number: 011-852-9836-2643

Securities registered under Section 12(b) of the Exchange
Act:None.

Securities registered under Section 12(g) of the Exchange Act:
None.

Common Stock(Title of class)

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

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

---

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

The issuer's revenues for the year ended December 31, 2006 are
$0.00.

Aggregate market value of the voting stock of the registrant
held by non-affiliates of the registrant at March 29, 2007 (computed by
reference to the price of the most recent sales from the Issuer: N/A

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS)

Check whether the Registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court. N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

The registrant has 5,000,000 common shares, $0.0001 par value,
outstanding as of March 29, 2007.

---

Table of Contents

|Item 1.  | Description of Business                                                                                               | 1 
|-------- | --------------------------------------------------------------------------------------------------------------------- | --
|Item 2.  | Description of Property                                                                                               | 4 
|Item 3.  | Legal Proceedings                                                                                                     | 4 
|Item 4.  | Submissions of Matters to a Vote of Security Holders                                                                  | 5 
|PART II  |                                                                                                                       | 5 
|Item 5.  | Market for Common Equity and Related Stockholder Matters                                                              | 5 
|Item 6.  | Management's Discussions and Analysis or Plan of Operation                                                            | 5 
|Item 7.  | Financial Statements                                                                                                  | 11
|Item 8.  | Changes In and Disagreements with Accountants on Accounting
      and Financial Disclosure.                           | 12
|Item 8A. | Controls and Procedures.                                                                                              | 12
|Item 8B. | Other Information                                                                                                     | 12
|PART III |                                                                                                                       | 13
|Item 9.  | Directors, Executive Officers, Promoters and Control Persons;
      Compliance With Section 16(a) of the Exchange Act | 13
|Item 10. | Executive Compensation                                                                                                | 15
|Item 11. | Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters                  | 16
|Item 12. | Certain Relationships and Related Transactions                                                                        | 17
|Item 13. | Exhibits                                                                                                              | 18
|Item 14. | Principal Accountant Fees and Services                                                                                | 19

---

PART I

FORWARD-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, including the risks in the
section entitled "Risk 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 law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

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

All dollar amounts refer to US dollars unless otherwise
indicated.

Item
1.           Description of
Business.

Corporate History

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. Our principal offices are located at Level
30, Bank of China Tower, 1 Garden Road, Central, Hong Kong, and our telephone
number is 011-852-9836-2643.

Our Business.

We have been 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.

We are negotiating to acquire Live-Interactive Technology Ltd.
(Live-Interactive), a Chinese company which provides website development
services. Live-Interactive 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.

1

---

On February 16, 2007 we entered into a Bridge Loan Agreement
  with Live-Interactive, whereby we loaned Live-Interactive approximately $32,000.
  The agreement provides that the amount is payable on the earlier of ten days
  after the closing of the acquisition of Live-Interactive by Asia Interactive
  or on May 16, 2007. No interest is payable on the agreement, unless Live-Interactive
  does not repay the loan in time. In that case, interest will begin to accrue
  at a rate of 15% per annum.

We are also currently in negotiations to acquire Irix Design
  Group Inc., a wholly-owned subsidiary of Capital Alliance Group Inc., a public
  company listed on the TSX Venture Exchange. Irix Design Group is an internet-based
  business that offers a broad range of marketing services, utilizing print, broadcast,
  multimedia and the Internet. If we are successful in entering into an agreement
  to acquire Irix Design, we will try to finalize the acquisition in the coming
  months.

On February 9, 2007 we entered into an 8% Convertible Promissory
  Note with Capital Alliance Group Inc. (“CAG”), whereby CAG loaned
  us $150,000. In accordance with the Convertible Promissory Note, before February
  9, 2009 CAG 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 CAG converts all of their shares, they will receive
  15,000,000 of our common shares which will equal 75% of our issued and outstanding
  common shares. We plan to raise capital through private placements, join ventures,
  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.

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.

New 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

---

| | 2. | must include current Form 10 or Form 10-SB 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-KSB. 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.

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 effect 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,

3

---

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 Compliance

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

Employees.

As at March 29, 2007 we had no full time or part time
employees.

Reports to Securities Holders.

We are required to file annual reports on Form 10-KSB and
quarterly reports on Form 10-QSB with the SEC on a regular basis, and will be
required to timely disclose certain material events (e.g., changes in corporate
control; acquisitions or dispositions of a significant amount of assets other
than in the ordinary course of business; and bankruptcy) in a current report on
Form 8-K.

You may read and copy any materials we file with the SEC at
their Public Reference Room Office, 100 F Street, NE, Room 1580, Washington,
D.C. 20549-0102. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC
maintains an Internet site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the SEC.

Item
2.           Description of
Property.

We currently maintain a mailing address at Level 30, Bank of
  China Tower, 1 Garden Road, Central, Hong Kong, which is the address of Ms.
  Ng, a 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.

We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or have a material interest adverse to us.

4

---

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

We had no submissions of matters to a vote of security holders
during the last quarter of our fiscal year.

PART II

Item
5.           Market for Common
Equity and Related Stockholder Matters.

Our common stock is currently not quoted. However, we intend to
seek a quotation for our common stock on the OTC Bulletin Board. We have not yet
engaged a market maker to make an application on our behalf.

As of March 29, 2007, we had 5,000,000 shares of common stock
outstanding and two stockholders of record. As of March 29, 2007 we had no
warrants and no options outstanding, but we did have an outstanding convertible
debenture which, if exercised, would convert to 15,000,000 shares at $0.01 per
share.

Dividend Policy

We have not declared or paid any cash dividends since
inception. Although there are no restrictions that limit our ability to pay
dividends on our shares of common stock, we intend to retain future earnings for
use in our operations and the expansion of our business.

Recent Sales of Unregistered Securities

There has been no sale of unregistered shares in this fiscal
year.

No approval has been given for any compensation plan or
individual compensation arrangement under which our equity securities are
authorized for issuance to employees or non-employees in exchange for
consideration in the form of goods or services.

Item
6.           Management's
Discussions and Analysis or Plan of Operation.

The following discussion should be read in conjunction with our
financial statements, including the notes thereto, appearing elsewhere in this
report. 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.

Plan of Operation

We are a development stage company and have no operations to
date. Our business purpose has been primarily to locate and consummate a merger
or acquisition with a private entity. We believe we have found a suitable
private entity and are in the final stages of negotiating to acquire
Live-Interactive Technology Ltd. (Live-Interactive). Live-Interactive is a
Chinese company which provides website development services. Live-Interactive
has a special focus on the development of internet job search engines.

5

---

We have entered into a Bridge Loan Agreement with
Live-Interactive on February 16, 2007, whereby we loaned Live-Interactive
approximately $32,000 (RMB ¥250,000). The agreement provides that the amount is
payable on the earlier of 10 days after the closing of the acquisition of
Live-Interactive by Asia Interactive or on May 16, 2007. No interest is payable
on the agreement, unless Live-Interactive does not repay the loan in time. In
that case, interest will begin to accrue at a rate of 15% per annum.

We are currently negotiating an agreement with Live-Interactive
which would allow us to acquire the company by issuing one million of our common
shares to the owners of Live-Interactive.

Ernst and Young has initiated the audit for Live-Interactive
  and is expected to complete the audit in a few weeks.

If we are successful in entering into an agreement to acquire
Live-Interactive, and if we are successful in completing its acquisition, we
will attempt to raise approximately $250,000 through the private placements of
our common shares at $0.25 per share or possibly a registered public offering.
We will use these funds for general working capital purposes. If we are
successful in raising the money, we will then apply to have our common shares
listed on the Over the Counter Bulletin Board. We have not yet engaged a market
maker to make an application for listing on our behalf. There is no assurance
that any financing will be available or if available, on terms that will be
acceptable to us.

If we are successful in obtaining a quotation for our common
shares on the Over the Counter Bulleting Board, we will then raise additional
working capital. We intend to raise approximately $500,000 through private
placements, or possibly through a registered direct offering.

We are also currently in negotiations to acquire Irix Design
Group Inc., a wholly-owned subsidiary of Capital Alliance Group Inc., a public
company listed on the Toronto Venture Exchange. Irix Design Group is an
internet-based business that offers a broad range of marketing services,
utilizing print, broadcast, multimedia and the Internet. If we are successful in
entering into an agreement to acquire Irix Design Group, we will try to finalize
the acquisition in the coming months.

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 and our ability to develop our acquired
businesses.

Results of Operations for the Year ended December 31, 2006,
Compared to the Year ended December 31, 2005

We have accumulated a net loss of $54,345 since February 9,
2000 (date of inception) to December 31, 2006. As of December 31, 2006 we had a
working capital deficit of $16,217. These financial conditions give rise to
substantial doubt about our ability to continue as a going concern.

For the year ended December 31, 2006, we incurred a net loss of
$39,217, compared to $5,100 for the year ended December 31, 2005. For the year
ended December 31, 2006, our net loss per share was $0.01, compared to a net
loss per share of $0.00 for the year ended December 31, 2005.

6

---

Lack of Revenues

Since February 9, 2000 (date of inception) to December 31,
2006, we have not yet generated any revenues. At this time, our ability to
generate any significant revenues continues to be uncertain. The auditor's
report dated March 20, 2007 contains an additional explanatory paragraph which
identifies issues that raise substantial doubt about our ability to continue as
a going concern. Our financial statements do not include any adjustment that
might result from the outcome of this uncertainty.

Expenses

Our total expenses were $39,217 for the year ended December 31,
2006, which was comprised solely of general and administrative expenses. Our
total expenses for the year ended December 31, 2005 was $5,100. This amount was
also comprised solely of general and administrative expenses.

Our general and administrative expenses consist of mostly legal
  cost, audit cost and financial services cost. Our general and administrative
  expenses had an increase of $34,117 to $39,217 for the year ended December 31,
  2006 from $5,100 for the year ended December 31, 2005. Since February 9, 2000
  (date of inception) to December 31, 2006, our general and administrative fees
  were $54,345.

Liquidity and Capital Resources

We do not expect to generate any revenues over the next twelve
months. As of December 31, 2006 and as of December 31, 2005, we did not have any
current assets. As of December 31, 2006 our total current liabilities were
$16,217, compared to $14,628 as at December 31, 2005. We expect to incur
substantial losses over the next two years.

As of December 31, 2006, we had a working capital deficit of
$16,217, compared to a working capital deficit of $14,628 as at December 31,
2005. Our accumulated deficit was $54,345 as at December 31, 2006. Our net loss
of $54,345 from February 9, 2000 (inception) to December 31, 2006 was mostly
funded by donated expenses, advances from officers and amounts due to a related
party. Since February 9, 2000 (inception) to December 31, 2006, we raised $500
in equity financing.

We did not use any cash in operations for the year ended December
  31, 2006 or the year ended December 31, 2005, compared to $500 from February
  9, 2000 (date of inception) to December 31, 2006. During the year ended December
  31, 2006 our monthly cash requirement was approximately $3,000. At the year
  end as at December 31, 2006, we did not have any cash on hand. However, on February
  9, 2007 we entered into an 8% Convertible Promissory Note with Capital Alliance
  Group Inc. (CAG), whereby CAG loaned us $150,000. In accordance
  with the Convertible Promissory Note, before February 9, 2009 CAG 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 CAG converts all of their shares, they will receive 15,000,000 of our common
  shares which will equal 75% of our issued and outstanding common shares. We
  plan to raise capital through private placements, join ventures, 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. If we fail
  to raise sufficient capital, we may cease our operations.

7

---

We have been primarily trying to locate and consummate a merger
or acquisition with a private entity. We intend to continue to make financial
investments in this area and hope to complete the acquisition of
Live-Interactive in the coming weeks.

If our management completes the acquisition of
Live-Interactive, we estimate that our expenses over the next 12 months
(beginning April 2007) will be approximately $700,000 as follows:

$525,000
    Salaries$55,000
    General and administration
      expenses$25,000
    Travel$50,000
    Professional fees$35,000
    Rent$10,000
    Utilities$700,000
    Total


These estimates will change significantly if we cease our current
  operations or if we acquire other businesses. As of December 31, 2006, we did
  not have any cash on hand. The balance of our cash requirements for the next
  12 months (beginning April 2007) was approximately $700,000. However, as of
  February 9, 2007, we entered into the Convertible Promissory Note with Capital
  Alliance Group Inc., whereby CAG loaned us $150,000. We intend to raise the
  remaining $550,000 required from private placements and/or possibly a registered
  public offering (either self-underwritten or through a broker-dealer) within
  the next few months. At this time we do not have any commitments from any broker-dealer
  to provide us with financing.

If we are unsuccessful in raising enough money through private
  placements or a direct offering, we may review other financing possibilities
  such as bank loans.

We do not anticipate that we will generate revenues within the
  next twelve months. However, if we are successful in acquiring a revenue-producing
  business such as Irix Design Group or Live Interactive, we will be successful
  in generating revenues. If we are successful in generating such revenues, we
  plan to apply them towards our general and administrative expenses. There are
  no assurances that we will receive any revenues or that such revenues will be
  sufficient to cover our expenses. Our inability to receive sufficient revenues
  could prevent us from implementing our business plan.

If we expand in the future, we will incur additional costs for
personnel. 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 anticipate that we will need approximately $525,000 per year or approximately
$44,000 per month beginning in mid 2007 to pay salaries to employees or
consultants working in the area of marketing and sales.

Limited operating history; need for additional
capital

There is limited historical financial information about us upon
which to base an evaluation of our performance. We are a development stage
company and have generated no revenues. We

8

---

cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources.

We have no assurance that future financing will be available to
us on acceptable terms. 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 incurred operating losses from our inception, and we
are dependent upon our management's ability to develop profitable operations and
our ability to raise money through equity or debt financing. These factors raise
substantial doubt about our ability to continue as a going concern.

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. Our Board of Directors has determined that
the cost of hiring a financial expert to act as a member of our Board of
Directors 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.

Known Material Trends and Uncertainties

As of March 29, 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.

In view of the uncertainties concerning our continued existence
as a going concern, our management plans to mitigate the effect of such
conditions, management intends to take the following steps in the event that we
are not able to raise sufficient funds to meet the needs of our business plans:

- continue equity financing by private placements or a direct offering; and
- negotiate with our management and consultants to pay parts of salaries and
  fees with stock and stock options instead of cash.

9

---

We believe that the above discussion contains a number of
forward-looking statements. Our actual results and our actual plan of operations
may differ materially from what is stated above. Factors which may cause our
actual results or our actual plan of operations to vary include, among other
things, decisions of the Board of Directors not to pursue a specific course of
action based on our re-assessment of the facts or new facts, or general economic
conditions.

Critical Accounting Policies

Our financial statements are impacted by the accounting
policies used and the estimates and assumptions made by management during their
preparation. A complete summary of these policies is included in note 2 of the
notes to our financial statements. We have identified below the accounting
policy that is of particular importance in the presentation of our financial
position, results of operations and cash flows and which require the application
of significant judgment by management.

**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.

Change in Control

A Stock Purchase Agreement dated February 24, 2006 was entered
into 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 our
common stock, representing approximately 99.2% of our current outstanding shares
of common stock. Tokay paid $65,600 for the shares.

10

---

Item
7.           Financial
Statements.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

Our financial statements are included herein as pages F-1 to
F-9.

Black Gardenia Corp. (A Development Stage Company)

December 31, 2006

|                                                              | Index
|------------------------------------------------------------- | -----
|                                                              |      
|Report
      of Independent Registered Public Accounting Firm | F-1  
|                                                              |      
|Balance
      Sheet                                           | F-2  
|                                                              |      
|Statements
      of Operations                                | F-3  
|                                                              |      
|Statements
      of Cash Flows                                | F-4  
|                                                              |      
|Statement
      of Stockholders Equity                       | F-5  
|                                                              |      
|Notes
      to the Financial Statements                       | F-6  

11

---

THOMAS J. HARRISCERTIFIED PUBLIC ACCOUNTANT3901
STONE WAY N., SUITE 202 SEATTLE, WA 98103 206.547.6050

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board of Directors Black Gardenia, Corp.

I have audited the accompanying balance sheets of Black Gardenia,
  Corp. (A Development Stage Company) as of December 31, 2006, and the related
  statements of operations, stockholders equity and cash flows for the year
  then ended, and the period February 9, 2000 (inception) to December 31, 2006.
  The statements for the year ended December 31, 2005 were audited by other accountants
  and are included for comparison purposes only. 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.

I conducted my audit 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 Black
Gardenia, Corp., (A Development Stage Company) as of December 31, 2006 and the
results of its operations and cash flows for the year ended December 31, 2006
and February 9, 2000 (inception), to December 31, 2006 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.

Seattle, Washington March 20, 2007

F-1

---

Black Gardenia Corp. (A Development Stage Company)
Balance Sheet (Expressed in U.S. Dollars)

|                                                           |  | December 31, |   |  | December 31, |  
|---------------------------------------------------------- |  | ------------ | - |  | ------------ | -
|                                                           |  | 2006         |   |  | 2005         |  
|                                                           |  | $            |   |  | $            |  
|Assets                                                     |  |              |   |  |              |  
|Total Assets                                               |  |             |   |  |             |  
|                                                           |  |              |   |  |              |  
|Liabilities and Stockholders Equity (Deficit)             |  |              |   |  |              |  
|Current Liabilities                                        |  |              |   |  |              |  
|Accounts payable                                           |  | 2,478        |   |  |             |  
|Accrued liabilities                                        |  | 355          |   |  |             |  
|Due to related party (Note 3)                              |  | 13,384       |   |  |             |  
|Officers Advances (Note 4)                                 |  |             |   |  | 14,628       |  
|Total Liabilities                                          |  | 16,217       |   |  | 14,628       |  
|Contingency (Notes 1)                                      |  |              |   |  |              |  
|Stockholders 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          |  
|Donated Capital (Notes 4 and 5)                            |  | 37,628       |   |  |             |  
|Deficit
      Accumulated During the Development Stage     |  | (54,345      | ) |  | (15,128      | )
|Total Stockholders Equity (Deficit)                       |  | (16,217      | ) |  | (14,628      | )
|Total Liabilities
      and Stockholders Equity (Deficit) |  |             |   |  |             |  

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

F-2

---

Black Gardenia Corp. (A Development Stage Company)
Statements of Operations (Expressed in U.S. Dollars)

|                                          |  | Accumulated from    |   |  |              |   |  |              |  
|----------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | -
|                                          |  | February 9, 2000    |   |  | For the      |   |  | For the      |  
|                                          |  | (Date of Inception) |   |  | Year ended   |   |  | Year ended   |  
|                                          |  | to December 31,     |   |  | December 31, |   |  | December 31, |  
|                                          |  | 2006                |   |  | 2006         |   |  | 2005         |  
|                                          |  | $                   |   |  | $            |   |  | $            |  
|Revenue                                   |  |                    |   |  |             |   |  |             |  
|Operating Expenses                        |  |                     |   |  |              |   |  |              |  
|General and administrative                |  | 54,345              |   |  | 39,217       |   |  | 5,100        |  
|Total Operating
      Expenses            |  | 54,345              |   |  | 39,217       |   |  | 5,100        |  
|Net Loss                                  |  | (54,345             | ) |  | (39,217      | ) |  | (5,100       | )
|                                          |  |                     |   |  |              |   |  |              |  
|Net Loss Per Share - Basic and Diluted    |  |                     |   |  | (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

---

Black Gardenia Corp. (A Development Stage Company)
Statements of Cash Flows (Expressed in U.S. Dollars)

|                                                                     |  | Accumulated from    |   |  |              |   |  |              |  
|-------------------------------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | -
|                                                                     |  | February 9, 2000    |   |  | For the      |   |  | For the      |  
|                                                                     |  | (Date of Inception) |   |  | Year ended   |   |  | Year ended   |  
|                                                                     |  | To December 31,     |   |  | December 31, |   |  | December 31, |  
|                                                                     |  | 2006                |   |  | 2006         |   |  | 2005         |  
|                                                                     |  | $                   |   |  | $            |   |  | $            |  
|Operating Activities                                                 |  |                     |   |  |              |   |  |              |  
|Net loss                                                             |  | (54,345             | ) |  | (39,217      | ) |  | (5,100       | )
|Adjustment to reconcile net
      loss to net cash used in operating |  |                     |   |  |              |   |  |              |  
|activities                                                           |  |                     |   |  |              |   |  |              |  
|Donated expenses                                                     |  | 23,000              |   |  | 23,000       |   |  |             |  
|Change in operating assets and liabilities                           |  |                     |   |  |              |   |  |              |  
|Accounts payable
      and accrued liabilities                       |  | 2,833               |   |  | 2,833        |   |  |             |  
|Advances from Officers                                               |  | 14,628              |   |  |             |   |  | 5,100        |  
|Due to related party                                                 |  | 13,384              |   |  | 13,384       |   |  |             |  
|Net Cash Used in
      Operating Activities                          |  | (500                | ) |  |             |   |  |             |  
|Investing Activities                                                 |  |                    |   |  |             |   |  |             |  
|Financing Activities                                                 |  |                     |   |  |              |   |  |              |  
|Proceeds from issuance of common stock                               |  | 500                 |   |  |             |   |  |             |  
|Net Cash Provided
      by Financing Activities                      |  | 500                 |   |  |             |   |  |             |  
|Net Increase in Cash                                                 |  |                    |   |  |             |   |  |             |  
|Cash  Beginning
      of Period                                     |  |                    |   |  |             |   |  |             |  
|Cash - End of Period                                                 |  |                    |   |  |             |   |  |             |  
|Supplemental Disclosures:                                            |  |                     |   |  |              |   |  |              |  
|Interest paid                                                        |  |                    |   |  |             |   |  |             |  
|Income tax paid                                                      |  |                    |   |  |             |   |  |             |  

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

F-4

---

Black Gardenia Corp. (A Development Stage Company)
Statement of Stockholders Deficit For the Period from February 9, 2000
(Date of Inception) to December 31, 2006 (Expressed in US dollars)

DeficitAdditional
    
    
    AccumulatedPaid-in
    
    
    During theCapital
    
    
    ExplorationShares
    
    
    Amount
    
    
    (Discount)
    
    
    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
    )


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

F-5

---

Black Gardenia Corp. (A Development Stage Company)
Notes to the Financial Statements (Expressed in U.S. Dollars)
December 31, 2006

|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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, 2006, the
      Company had a working capital deficiency of $16,217 and has accumulated
      losses of $54,345 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-6

---

Black Gardenia Corp. (A Development Stage Company)
Notes to the Financial Statements (Expressed in U.S. Dollars)
December 31, 2006

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

F-7

---

Black Gardenia Corp. (A Development Stage Company)
Notes to the Financial Statements (Expressed in U.S. Dollars)
December 31, 2006

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------

| | j) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | In June 2006, the Financial Accounting Standards Board
      (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty
      in Income Taxes, an interpretation of FASB Statements No. 109. FIN 48
      clarifies the accounting for uncertainty in income taxes by prescribing a
      two-step method of first evaluating whether a tax position has met a more
      likely than not recognition threshold and second, measuring that tax
      position to determine the amount of benefit to be recognized in the
      financial statements. FIN 48 provides guidance on the presentation of such
      positions within a classified statement of financial position as well as
      on derecognition, interest and penalties, accounting in interim periods,
      disclosure, and transition. FIN 48 is effective for fiscal years beginning
      after December 15, 2006. The adoption of this statement is not expected to
      have a material effect on the Company's future reported financial position
      or results of operations.                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | In March 2006, the FASB issued SFAS No. 156,
      "Accounting for Servicing of Financial Assets, an amendment of FASB
      Statement No. 140, Accounting for Transfers and Servicing of Financial
      Assets and Extinguishments of Liabilities". This statement requires
      all separately recognized servicing assets and servicing liabilities be
      initially measured at fair value, if practicable, and permits for
      subsequent measurement using either fair value measurement with changes in
      fair value reflected in earnings or the amortization and impairment
      requirements of Statement No. 140. The subsequent measurement of
      separately recognized servicing assets and servicing liabilities at fair
      value eliminates the necessity for entities that manage the risks inherent
      in servicing assets and servicing liabilities with derivatives to qualify
      for hedge accounting treatment and eliminates the characterization of
      declines in fair value as impairments or direct write-downs. SFAS No. 156
      is effective for an entity's first fiscal year beginning after September
      15, 2006. The adoption of this statement is not expected to have a
      material effect on the Company's future reported financial position or
      results of operations.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | In February 2006, the FASB issued SFAS No. 155,
      "Accounting for Certain Hybrid Financial Instruments-an amendment of
      FASB Statements No. 133 and 140", to simplify and make more consistent
      the accounting for certain financial instruments. SFAS No. 155 amends SFAS
      No. 133, "Accounting for Derivative Instruments and Hedging
      Activities", to permit fair value re-measurement for any hybrid
      financial instrument with an embedded derivative that otherwise would
      require bifurcation, provided that the whole instrument is accounted for
      on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for
      the Impairment or Disposal of Long-Lived Assets", to allow a qualifying
      special-purpose entity to hold a derivative financial instrument that
      pertains to a beneficial interest other than another derivative financial
      instrument. SFAS No. 155 applies to all financial instruments acquired or
      issued after the beginning of an entity's first fiscal year that begins
      after September 15, 2006, with earlier application allowed. The adoption
      of this statement is not expected to have a material effect on the
      Company's future reported financial position or results of
    operations.                        

|3. | Related Party Transactions                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                  
|4. | 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 6.

F-8

---

Black Gardenia Corp. (A Development Stage Company)
Notes to the Financial Statements (Expressed in U.S. Dollars)
December 31, 2006

|5. | 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 4). 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.

|6. | Income Tax
|-- | ----------

Potential benefits of income tax losses
are not recognized in the accounts until realization is more likely than not.
The Company has net operating loss carryforward of $54,300 which commence
expiring in 2020. Pursuant to SFAS No. 109 the Company is required to compute
tax asset benefits for net operating losses carried forward. The potential
benefits of net operating losses have not been recognized in these financial
statements because the Company cannot be assured it is more likely than not it
will utilize the net operating losses carried forward in future years. As at
December 31, 2006 and 2005, the valuation allowance established against the
deferred tax asset increased by $5,700 and $1,900, respectively.

The components of the net deferred tax
asset at December 31, 2006 and 2005 and the statutory tax rate, the effective
tax rate and the elected amount of the valuation allowance are scheduled below:

December 31,
    December 31,2006
    2005Net Operating Losses Carried
      Forward
    54,300
    31,300Statutory Tax Rate
    34%
    34%Effective Tax Rate
    
    Deferred Tax Asset
    18,500
    11,000Valuation Allowance
    (18,500)
    (11,000)Net
      Deferred Tax Asset
    
    


F-9

---

Item 8.      Changes In and
Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 8A.    Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, we carried
out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures as of December 31, 2006 being the date of our
fiscal year end covered by this Annual Report. This evaluation was carried out
under the supervision and with the participation of our Chief Executive Officer,
Toby Chu and our Chief Financial Officer, Tim Leong, during the year, and upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting management to material information relating to us required to be
included in our periodic SEC filings.

Disclosure controls and procedures are controls and other
procedures that are designed 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 Securities and
Exchange Commission's rules and forms.

During our fiscal year ended December 31, 2006, there were no
changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to affect, our internal control over
financial 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, use or disposition of the
      registrant's assets that could have a material effect on the financial
      statements.                                                                                                                                              

Item 8B.    Other Information

None.

12

---

PART III

Item 9.      Directors, Executive
Officers, Promoters and Control Persons; Compliance With Section 16(a) of the
Exchange Act.

Directors and Executive Officers

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.

As at March 29, 2007 our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name
    Position Held with our Company
    Age
    Date First Elected or
      AppointedToby Chu
    President, Chief Executive
      Officer, and Director
    46
    January 15, 2007 as
      director January 26, 2007 as officerTim Leong
    Secretary, Chief Financial
      Officer, and Director
    42
    January 15, 2007 as
      director January 26, 2007 as officerAllen Chu
    Director
    56
    January 15, 2007


Business Experience

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.

Toby Chu, President, Chief Executive Officer and
Director.

Mr. Chu has been a director since January 15, 2007. He has been
our President and Chief Executive Officer since January 26, 2007. Mr. Chu is the
President, CEO and Director of Capital Alliance Group Inc. since May 11, 1994 .
CAG is an investment, merchant banking and operations management company
specializing in Chinas education and media sectors. It also a publicly traded
company on the Canadian TSX Venture Exchange. Mr. Chu is also President, CEO and
founder of CIBT School of Business and Technology Corp. (CIBT), a subsidiary
of CAG. Mr. Chu has nearly 25 years of experience in global corporate management
specializing in initial public offerings, reverse-take-overs, mergers and
acquisitions, corporate finance, venture capital and an extensive network of
close business relationships in South East Asia, the Middle East, Europe and
North America. During the past decade, Mr. Chu has earned numerous business
awards and recognitions from the community.

13

---

Mr. Chu was awarded the honor of Top 40 Business People under
the Age of 40' by Business In Vancouver. Mr. Chu was nominated for the Ernst
& Young Chartered Accountants and Montreal Trust sponsored Entrepreneur of
the Year Award and made the shortlist as one of the top 30 finalists among 300
nominees across Canada.

Tim Leong, Secretary, Chief Financial Officer and
Director

We appointed Tim Leong to our Board of Directors on January 15,
2007. We also appointed him as Secretary and Chief Financial Officer on January
26, 2007. Mr. Leong is the Senior Vice President, Chief Financial Officer of CAG
and CIBT. Mr. Leong has been the Secretary of CIBT since February 1996 and its
Chief Financial Officer since May 1997. In addition, he has been the Chief
Financial Officer of CAG since July 1995. Prior to joining CAG in 1994, Mr.
Leong was a Senior Manager of Dyke & Howard, Chartered Accountants and
Auditor of 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. Mr. Chu has been a director of CAG since May 1994. From March, 2006 to
present he has served as 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. Mr. Chu has also worked for
many years as a systems analyst for the Alberta government. 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.

Significant Employees

Other than the executive officers described above, Asia
Interactive does not expect any other individuals to make a significant
contribution to our business.

Family Relationships

There are no family relationships among our officers,
directors, or persons nominated for such positions.

Legal Proceedings

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

Audit Committee

The functions of the Audit Committee are currently carried out
by our Board of Directors. We do not have an audit committee financial expert
serving on the Board of Directors or an audit committee. We do not believe that
the addition of such an expert would add anything meaningful to our company at
this time. It is also unlikely we would be able to attract an independent
financial expert to serve on our Board of Directors at this stage of our
development. In order to entice such a director to join our Board of Directors
we would probably

14

---

need to acquire directors' errors and omission liability
insurance and provide some form of meaningful compensation to such a director;
two things we are unable to afford at this time.

Director Nominees

We do not have a nominating committee. The Board of Directors,
sitting as a Board, selects those individuals to stand for election as members
of our 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. Until 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 accepts
written submissions that include the name, address and telephone number of the
proposed nominee, along with a brief statement of the candidate's qualifications
to serve as a director and a statement of why the shareholder submitting the
name of the proposed nominee believes that the nomination would be in the best
interests of shareholders. If the proposed nominee is not the security holder
submitting the name of the candidate, a letter from the candidate 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 résumé 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, including by management, existing Board members and security holders,
where warranted. 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 with and 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.

Code of Ethics

We have not yet adopted a code of ethics that applies to Asia
Interactives principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions because it has not yet finalized the content of such a code. Companies
whose equity securities are listed for trading on the OTCBB are not currently
required to do so.

Item 10.     Executive Compensation.

Our Chief Executive Officer did not receive any compensation
for the last three completed fiscal years. None of our other officers or
directors received any annual during the last three complete fiscal years.

15

---

Employment/Consulting Agreements

We do not have any marketing or consulting agreements.

Stock Options/SAR Grants

We made no grants of stock options or stock appreciation rights
during the fiscal year ended December 31, 2006.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We do not
have any 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.

We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control.

Directors Compensation

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,
2006.

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.

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

The following table sets forth, as of March 29, 2007, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock, as well as by each of our current directors and executive officers. Each
person has sole voting and investment power with respect to the shares of common
stock, except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.

16

---

Name and Address of Beneficial Owner
    Amount and Nature of Beneficial
      Ownership (1)
    Percentage of Class (2)Toby Chu
    0
    0Tim Leong
    0
    0Allen Chu
    0
    0Directors and Executive Officers as a Group
    0
    0Tokay Sequoia Management Company Ltd.
    4,960,000
    24.8%Capital Alliance Group Inc.
    15,000,000(3)
    75%


(1)Except as otherwise indicated, we believe that
the beneficial owners of the common stock listed above, based on information
furnished by such owners, have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Shares of common
stock subject to options or warrants currently exercisable, or exercisable
within 60 days, are deemed outstanding for purposes of computing the percentage
ownership of the person holding such option or warrants, but are not deemed
outstanding for purposes of computing the percentage ownership of any other
person.

(2)Based on 5,000,000 shares of common stock issued
and outstanding as of March 29, 2007 and the 15,000,000 commons shares issuable
to Capital Alliance Group upon conversion of the Convertible Promissory note.

(3) Issuable upon the conversion of the Convertible
Promissory Note.

(4) Toby Chu is a Director, the President and the
  Chief Executive Officer of Asia Interactive.

(5)Tim Leong is a Director, the Secretary and the
  Chief Financial Officer of Asia Interactive.

(6)Allen Chu is a Director of Asia Interactive.

Item 12. Certain
Relationships and Related Transactions.

At December 30, 2006, we are indebted to Tokay Sequoia
Management Company Ltd., a significant shareholder of us, in the amount of
$13,384, representing expenses paid on behalf of us. This amount is non-interest
bearing, unsecured and has no specific terms of repayment.

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 two
  fiscal years.

17

---

Item 13.     Exhibits

|3.1  | Articles of Incorporation (incorporated
        by reference as Exhibit Number 3.1 of our Form 10- SB filed April 30,
        2002).                                                       
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                            
|3.2  | Articles of Amendment (incorporated
        by reference as Exhibit Number 3.2 of our Form 10- SB filed April 30,
        2002).                                                           
|     |                                                                                                                                                                                            
|3.3  | Certificate of Amendment filed with
        the Nevada Secretary of State on February 23, 2007 (incorporated by reference
        as Exhibit 99.1 of our Form 8-K filed on March 28, 2007).
|     |                                                                                                                                                                                            
|3.4  | Certificate of Amendment filed with
        the Nevada Secretary of State on March 22, 2007 (incorporated by reference
        as Exhibit 99.2 of our Form 8-K filed on March 28, 2007).   
|     |                                                                                                                                                                                            
|3.5  | Bylaws (incorporated by reference as
        Exhibit Number 3.3 of our Form 10-SB filed April 30, 2002).                                                                                   
|     |                                                                                                                                                                                            
|10.1 | Convertible Promissory Note
        with Capital Alliance Group Inc. dated February 9, 2007.                                                                                               
|     |                                                                                                                                                                                            
|10.2 | Loan Agreement with Live-Interactive
        Technology Ltd. dated February 16, 2007.                                                                                                      
|     |                                                                                                                                                                                            
|31.1 | Certification of Chief Executive
        Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002                          
|     |                                                                                                                                                                                            
|31.2 | Certification of Chief Financial
        Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002                          
|     |                                                                                                                                                                                            
|32.1 | Certification of Chief Executive
        Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002                          
|     |                                                                                                                                                                                            
|32.2 | Certification
        of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                          

18

---

Item 14.     Principal Accountant Fees
and Services.

The aggregate fees billed for the two most recently completed
fiscal years ended December 31 for professional services rendered by the
principal accountant for the audit of our company's annual financial statements
and review of the financial statements included our Annual Report on Form 10-KSB
and services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for these fiscal periods were as
follows:

| |                                         | Year Ended               
| | --------------------------------------- | -------------------------
| |                                         | December 31, December 31,
| |                                         | 2006                     
| | Audit Fees and Audit Related
      Fees | $5,000                   
| | Tax Fees                                | 0                        
| | All Other Fees                          | 0                        
| | Total                                   | $5,000                   

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)                                
|                    |                                             
|                    | /s/ Toby Chu                                
|Date: April 2, 2007 | Toby Chu                                    
|                    | Director, President, Chief Executive Officer

Pursuant to the requirements of the Exchange Act this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

|Signature     | Title                      | Date         
|------------- | -------------------------- | -------------
|              |                            |              
|/s/Toby Chu   | Director, President, Chief | April 2, 2007
|Toby Chu      | Executive Officer          |              
|              |                            |              
|              |                            |              
|/s/ Tim Leong | Director, Secretary, Chief | April 2, 2007
|Tim Leong     | Financial Officer          |              
|              |                            |              
|              |                            |              
|/s/ Allen Chu | Director                   | April 2, 2007
|Allen Chu     |                            |              

19

---