UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549





FORM
10-K





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





For the fiscal year
ended December 31,
2008





oTRANSITION REPORT
PURSUANT TO 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.


(Exact name of
registrant as specified in its charter)




Nevada
            
            43-195-4778(State or
      Other Jurisdiction of Incorporation of Organization)
            
            (I.R.S.
      Employer Identification No.)Level 30, Bank of China
      Tower
              1 Garden Road, Central, Hong Kong,
      China
            
            011-852-9836-2643(Address of
      principal executive offices) (ZIP Code)
            
            (Registrant’s
      telephone number, including area
code)






Securities
registered pursuant to Section 12(b) of the Act: None
 Securities
registered pursuant to Section12(g) of the Act:Common Shares $0.00001 par value per
share
  Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes o Noþ





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





Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for shorter period that the registrant as required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yesþ  No
o





Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§ 229.405 of this chapter) is not contained herein, and will not 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-K or any
amendment to this Form 10-K. Yes o Noþ





Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer o  Accelerated
filer oNon-accelerated filer oSmaller
reportingcompanyþ





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


Yesþ  No
o





Aggregate market
value of the voting stock of the registrant held by non-affiliates of the
Registrant at June 30,
2008: N/A as
the company is not publicly traded




Number of common
shares outstanding at March 30,
2009: 6,634,492







TABLE
OF CONTENTS




PART I
              2Item 1. Business
              2Item 1A. Risk Factors
              9Item 1B. Unresolved Staff Comments
              9Item 2. Description of Property
              9Item 3. Legal Proceedings
              9Item 4. Submission of Matters to a Vote of Security
      Holders
              9PART II
              10Item 5. Mrket for Registrant’s Common Equity, Related
      Stockholder Matters and Issuer Purchases of Equity
      Securities
              10Item 6. Selected Financial Data
              11Item 7. Management's Discussion and Analysis of Financial
      Condition and Results of Operations
              11Item 7A. Quantitative and Qualitative Disclosures about Market
      Risk
              15Item 8. Financial Statements and Supplementary
      Data
              16Item 9. Changes In and Disagreements with Accountants on
      Accounting and Financial Disclosure
              17Item 9A. Controls and Procedures
              17Item 9A(T). Controls and Procedures
              18Item 9B. Other Information
              18PART III
              19Item 10. Directors, Executive Officers, Promoters and
      Control Persons; Compliance with Section 16(a) of the Exchange
      Act
              19Item 11. Executive Compensation
              22Item 12.  Security Ownership of Certain Beneficial
      Owners and Management and Related Stockholder
      Matters
              24Item 13. Certain Relationships, Related Transactions and
      Director Independence
              26Item 14.  Principal Accountant Fees and
      Services.
              26PART IV
              27Item 15. Exhibits and Financial Statement
      Schedules
              27











2









PART I




Item 1.  Business
 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 that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.




Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable laws, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements so as to conform these statements to actual results.




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




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




Overview




We
are a blank check company organized under the laws of the State of Nevada on
February 9, 2000. We currently maintain a mailing address at Level 30, Bank of
China Tower, 1 Garden Road, Hong Kong, and our telephone number is
011-852-9836-2643. We do not have any subsidiaries. Our fiscal year end is
December 31. We were formed for the purpose of merging with, engaging in a
capital stock exchange with, purchasing all or substantially all of the assets
of, or engaging in any other similar business combination with one or more
operating businesses.





We
do not have any specific business combination under consideration and we have
not identified any prospective target business, nor has anyone done so on
our behalf. There is no assurance as to whether any business combination will be
feasible at all, or will be feasible on terms acceptable to us, and we have no
way of forecasting whether any proposed business combination will be
successfully completed on a timely basis.




We
believe that the earliest we will begin generating revenues will not be until
after the completion of a business combination. However, even if a business
combination is successfully completed, we may not be able to achieve our
anticipated business goals, gain any operating benefits, or generate any
profits.





We
will be dependent on future financings in order to maintain our operations and
carry out our business plan. For the next twelve months (beginning January 1,
2009), we plan to spend approximately $100,000 on identifying a target business
and funding our general operations. We do not currently have sufficient
financing to fully carry out our business plan and there is no assurance that we
will be able to obtain the financing necessary to do so. Accordingly, there is
uncertainty about our ability to continue our operations. If we cease our
operations, you may lose your entire investment in our stock.




3




Development
of Business




On
February 15, 2000 we issued 5,000,000 shares of our common stock to Harry
Miller, our former President, Chief Executive Officer, Chief Financial Officer
and director. On February 24, 2006 Mr. Miller entered into a share purchase
agreement with Tokay Sequoia Management Company Ltd. whereby he sold 4,960,000
shares of our common stock to Tokay for $65,600. Amy Ng is the sole director and
officer of Tokay. The 4,960,000 shares represented approximately 99% of our
outstanding common stock as of the date of the agreement. Amy Ng, the sister of
Ken Ng, our sole officer and director, was appointed as our President, Chief
Executive Officer, Chief Financial Officer and director on February 24,
2006.





On
January 15, 2007 we appointed Toby Chu, Tim Leong and Allen Chu as our
directors. On January 26, 2007 we appointed Toby Chu as our President and Chief
Executive Officer and Tim Leong as our Chief Financial Officer and Secretary, to
replace Amy Ng. Toby Chu and Tim Leong resigned as officers on July 23, 2007.
Toby Chu, Tim Leong and Allen Chu resigned as directors on September 29,
2008.





On
February 9, 2007, we entered into a convertible promissory note agreement with
CIBT Education Group Inc. whereby CIBT agreed to lend us $150,000 at an interest
rate of 8% per annum. On September 29, 2008 we repaid the full amount of the
loan plus accrued interest, and the convertible promissory note was cancelled.
CIBT is a public company listed on the TSX Venture Exchange and the NYSE
Alternext US. Toby Chu is the President, Chief Executive Officer and a director
of CIBT. Tim Leong is the Chief Financial Officer, Secretary and Senior Vice
President of CIBT. Both Mr. Chu and Mr. Leong served on our Board of Directors
from January 15, 2007 to September 29, 2008.  Additionally, from
January 15, 2007 to July 23, 2007 Mr. Chu served as our President and Chief
Executive Officer and Mr. Leong served as our Chief Financial Officer and
Secretary.





On
July 23, 2007 we appointed Ken Ng as our President, Chief Executive Officer,
Chief Financial Officer, Secretary and Treasurer and Wayne Lio as our Chief
Operating Officer. On September 29, 2008 we appointed Ken Ng as a director. On
September 29, 2008 Wayne Lio resigned as our Chief Operating Officer. Ken Ng is
now our sole officer and director.





From 2007 to
November 2008 we identified other potential businesses, but were not successful
in our negotiations and did not enter into any binding agreements.  We
have abandoned negotiations with these businesses.




Business
Strategy





We
have identified the following guidelines that we believe are important in
evaluating a prospective target business. We will use these guidelines in
evaluating business combination opportunities; however, we may decide to enter
into a business combination with a target business that does not meet all of
these guidelines. We may not be able to complete a business combination with any
target business that meets all or part of these guidelines due to our limited
human, capital and other resources. In the alternative, we may seek to
consummate a business combination with a company that may be financially
unstable or in its early stages of development or growth.





Established
company with positive cash flow.  We
intend to acquire an established company with a history of positive cash
earnings before interest, taxes, depreciation and amortization. We do not intend
to acquire a start-up company, a company with speculative business plans or a
company that we believe has significant risk attached to it.





Strong
competitive position in industry.  We
intend to analyze the strengths and weaknesses of a target business relative to
its competitors. The factors we will consider include product quality, customer
loyalty, cost impediments associated with customers switching to competitors,
patent protection, brand positioning and capitalization. We will seek to acquire
a business that has developed a strong position within its market, is well
positioned to capitalize on growth opportunities and operates in an industry
with significant barriers to entry. We will seek to acquire a business that
demonstrates advantages when compared to its competitors, which may help to
protect its market position and profitability.





Experienced
management team.  We will
seek to acquire a business that has an experienced management team with a proven
track record for delivering growth and profits. We believe that the operating
expertise of our management team will complement, not replace, the target
business’ management team.





Diversified
customer and supplier base.  We will
seek to acquire a business that has a diversified customer and supplier base. We
believe that a company with a diversified customer and supplier base is
generally better able to endure economic downturns, industry consolidation,
changing business preferences and other factors that may negatively impact its
customers, suppliers and competitors.




4


Competitive
Strengths





We
believe that we will succeed in consummating a business combination with a
target business or businesses as a result of our collective
strengths:




Successful
operating experience. Our officer and sole director has experience in
business development, capital raising and the marketing and management of
various companies. Since 1991, Ken Ng, our sole officer and director, has owned
and operated a number of business ventures ranging from start-up companies to
well-established corporations, including ANO Office Automation, a computer
technology company with over 60 employees. We believe that his experience will
provide us with a competitive advantage in assessing whether a target business
has the necessary resources to compete successfully as a publicly-traded
company.




Experience
in identifying and executing acquisitions.  Our management has
extensive experience in identifying and evaluating successful business
acquisition opportunities, performing in-depth due diligence, negotiating with
owners and management, structuring, financing and closing transactions in both
the public and private markets.





Extensive
deal-sourcing network.  Our management has an extensive network
of business relationships with executives and board members of privately- and
publicly-held companies, as well as with private equity funds, venture capital
funds and hedge funds. We believe that these contacts will provide us with
significant business acquisition opportunities.





Competition





In
identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities with business objectives similar to
ours. There are many blank check companies seeking to carry out a business
plan similar to ours that have completed initial public offerings in the United
States. Furthermore, there are a number of additional blank check companies in
the registration process that have not yet completed initial public offerings,
and there are likely to be more blank check companies that have completed
initial public offerings before we are able to successfully consummate a
business combination.





We
may also be subject to competition from entities other than blank check
companies, which may be special acquisition companies or capital pool companies,
that have a business objective similar to ours, including venture capital firms,
leverage buyout firms and operating businesses looking to expand their
operations through the acquisition of a target business. Many of these entities
are well-established and have extensive experience identifying and effecting
business combinations either directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than us and our
financial resources may be relatively limited in comparison to many of these
competitors.





While we believe
that numerous potential target businesses may be available for acquisition, our
ability to acquire a certain attractive target business will be limited by our
available financial resources. This inherent competitive limitation may give
others an advantage in pursuing the acquisition of a target business. The fact
that stockholder approval may delay the completion of a business combination is
an additional limitation that may be viewed unfavorably by certain target
businesses.





Any of these
factors may place us at a competitive disadvantage in successfully negotiating a
business combination. Our management believes, however, that our status as a
public entity and our access to the United States public equity markets may give
us a competitive advantage in acquiring a target business with significant
growth potential on favorable terms over privately-held entities with business
objectives similar to ours. Additionally, our management has significant
business experience and well developed contacts in various business industries
in Canada.





If
we succeed in effecting a business combination, there will likely be further
intense competition from competitors of the target business. We cannot assure
you that, subsequent to a business combination, we will have the resources or
ability to compete effectively.




5




Effecting a Business
Combination





General





We
are not presently engaged in, and we do not anticipate engaging in, any
commercial business activities for an indefinite period of time after filing
this annual report. We intend to use cash derived from private placements,
public offerings, loans, or a combination thereof, to effect a business
combination. Such a business combination may be with a company which does not
need substantial additional capital but which desires to establish a public
trading market for its stock. We may also seek to consummate a business
combination with a company that may be financially unstable or in its early
stages of development or growth. We may also face other risks including time
delays, significant expense, loss of voting control and failure to comply with
various federal and state securities laws. Our stockholders may not have an
opportunity to evaluate the specific merits or risks of any potential business
combination.




We Have Not Identified a
Target Business





To
date, we have not selected a specific target on which to concentrate our efforts
for a business combination. Our management has not had any preliminary contact
or discussions on our behalf with representatives of any prospective target
business regarding the possibility of a potential merger, capital stock
exchange, asset acquisition or other strategic transaction with us. In addition,
our management has not yet taken any measure, directly or indirectly, to locate
a target business. There has been no due diligence, investigation, discussions,
negotiations and/or other similar activities undertaken, directly or indirectly,
by us, our management or by any third party, with respect to an ongoing proposed
business combination.





Sources of Target
Businesses





We
anticipate target business candidates will be brought to our attention by
various unaffiliated sources, including executives, private equity funds,
venture capital funds, investment bankers, attorneys, accountants and other
members of the financial community, who may present solicited or unsolicited
proposals. We expect such sources to become aware that we are seeking a business
combination candidate by a variety of means, such as publicly available
information relating to this offering, public relations and marketing efforts,
articles that may be published in industry trade papers discussing our intention
to effect a business combination, or direct contact by management of potential
target businesses.





Our management, as
well as our existing stockholders and their affiliates, may also bring to our
attention target business candidates. While we do not anticipate engaging the
services of professional firms that specialize in business acquisitions on any
formal basis, we may engage these firms in the future, in which case we may be
required to pay a finder’s fee or other compensation. The terms of any such
arrangements will be negotiated with such persons on arm’s length basis and
disclosed to our stockholders in connection with any proposed business
combination. In no event, however, will we pay our existing management, our
existing stockholders, or any entity with which they are affiliated any finder’s
fee or other compensation for services rendered to us prior to or in connection
with the consummation of a business combination. In addition, neither our
existing management nor our existing stockholders will receive any finder’s fee,
consulting fees or any similar fees or other compensation from any other person
or entity, including any target company, in connection with any business
combination other than any compensation or fees to be received for any services
provided following such a business combination.





6




Selection of a Target
Business and Structuring of a Business Combination




Our management will
have virtually unrestricted flexibility in identifying and selecting a
prospective target business. In evaluating a prospective target business, our
management will consider, among other factors, the following:


●
              growth
      potential;




●
            financial
      condition and results of
operations;




●
            capital
      requirements;




●
            the value and
      extent of intellectual property;




●
            competitive
      position;




●
            stage of
      development of products, processes or
services;




●
            degree of
      current or potential market acceptance of products, processes or
      services;




●
            proprietary
      features and degree of protection of products, processes or services;
      and




●
            costs associated with
      effecting the business
  combination.





We
intend to create a contact database describing the materials we receive from any
potential target candidates, when such materials were evaluated, the parties
primarily responsible for such evaluation and the reasons such candidates were
either rejected or the issues that, upon initial evaluation, require further
investigation. Any evaluation relating to the merits of a particular business
combination will be based on the above factors as well as other considerations
deemed relevant by our management in effecting a business combination consistent
with our business objectives. In evaluating a prospective target business, we
will conduct an extensive due diligence review which will encompass, among other
things, meeting with incumbent management, inspecting facilities, and reviewing
financial and other information that is made available to us.





We
will attempt to structure any business combination so as to achieve the most
favorable tax treatment for us, the target business and both companies’
stockholders. We cannot assure you, however, that the Internal Revenue Service
or appropriate state tax authorities will agree with our tax treatment of the
business combination.





The time and costs
required to select and evaluate a target business and to structure and complete
a business combination cannot presently be ascertained with any degree of
certainty. Any costs incurred with respect to the identification and evaluation
of a prospective target business with which a business combination is not
ultimately completed will result in a loss to us and reduce the amount of
capital available to otherwise complete a business combination.




Fair Market Value of Target
Business





The fair market
value of a target business will be determined by our Board of Directors based
upon standards generally accepted by the financial community, such as actual and
potential sales, earnings, cash flow, book value, and the price for which
comparable businesses have recently been sold. Other factors contributing to a
determination of the fair market value may include timing, the reputation of the
target business and the anticipated costs of completing the
transaction.





We
are not required to obtain an opinion from an unaffiliated third party regarding
the fair market value of a target business we select at the time of any
transaction. We are also not required to obtain an opinion from an unaffiliated
third party indicating that the price we plan to pay is fair to our stockholders
from a financial perspective unless the target is affiliated with our officers,
directors, special advisors, existing stockholders or their affiliates. However,
because Thomas Brown, our sole officer and director, has no experience in
evaluating business combinations for blank check companies like ours, his
judgment may not meet the criteria that independent investment banking firms or
other similar blank check companies usually use.




7





Probable Lack of Business
Diversification





It
is probable that we will have the ability to effect only a single business
combination, although this may entail the simultaneous acquisition of several
compatible operating businesses or assets. Unlike other entities which may have
the resources to complete several business combinations with entities operating
in multiple industries or multiple areas of a single industry, we will likely
not have sufficient resources to diversify our operations or benefit from the
possible spreading of risks or offsetting of losses. By consummating a business
combination with a single entity or a limited number of entities, our lack of
diversification may leave us dependent upon the performance of a single business
or a limited number of businesses, and result in us being dependent upon the
development or market acceptance of a single or limited number of products or
services.





Limited Ability to Evaluate
the Management of a Target Business





Although we intend
to closely scrutinize the management of prospective target businesses when
evaluating the potential to effect a business combination, we cannot assure you
that our assessment will prove to be correct. In addition, we cannot assure you
that new members who join our management team following a business combination
will have the necessary skills, qualifications or abilities to manage a public
company. Furthermore, the future role of our sole officer and director, if any,
in a target business cannot presently be stated with any certainty. While it is
possible that our current officer and director will remain associated with us in
some capacity following a business combination, it is unlikely that he will
devote his full efforts to our affairs after the consummation of a business
combination. Moreover, we cannot assure you that our sole officer and director
will have substantial experience or knowledge concerning the operations of any
particular target business.





Opportunity for Stockholder
Approval of Business Combination





We
may not submit a business combination to our stockholders for approval if the
nature of the transaction would not ordinarily require stockholder approval
under applicable governing laws. If we are required to submit the transaction to
our stockholders for approval, we will furnish our stockholders with proxy
solicitation materials, which will include a description of the operations of
the target business and certain required financial information regarding the
business. Also, we will proceed with the business combination only if a majority
of the votes cast by the holders of our common stock at the meeting are in favor
of the business combination. To compensate for a potential shortfall in cash, we
may be required to structure the business combination, in whole or in part,
using the issuance of our common stock as consideration. Accordingly, any
increase in the number of shares of our issued and outstanding common stock
could hinder our ability to consummate a business combination in an efficient
manner or to optimize our capital structure.





When we seek
stockholder approval for a business combination, we will not offer each
stockholder a right to have their shares of common stock redeemed for cash if
the stockholder votes against the business combination and the business
combination is approved and completed





Intellectual
Property





We
have not filed for any protection of our trademark. As of December 31, 2008 we
did not own any intellectual property.





Research
and Development





We
have not spent any amounts on research and development activities since our
inception. We anticipate that we will not incur any expenses on research and
development over the next 12 months. Our planned expenditures on our operations
or a business combination are summarized in the section of this Annual Report
entitled “Management’s Discussion and Analysis of Financial Position and Results
of Operations”.




8




Environmental
Laws




At
this time, we are not impacted by any federal, state or local environmental laws
as we are a blank cheque company.




Employees




As
of December 31, 2008 we had no full-time or part-time employees. Our sole
officer provides services to us in the areas of management, administration and
business development as a consultant. He is not obligated to devote any specific
number of hours to our affairs and intends to devote only as much time as he
deems necessary. The amount of time he will devote in any time period will vary
based on whether a target business has been selected for a business combination
as well as the stage to which the business combination has progressed.
Accordingly, once a suitable target business has been located, he will spend
more time on our affairs by investigating the target business and negotiating
and processing the business combination, than he will prior to locating a
suitable target business. We presently expect our sole officer to devote an
average of approximately 10 hours per week to our business.  We do not
intend to hire any full-time employees prior to the consummation of a business
combination.





Item 1A.  Risk Factors




Not
applicable.





Item 1B.  Unresolved Staff Comments




Not
applicable.





Item 2.  Properties




We
currently pay approximately $1,000 per month to maintain a mailing address at
Level 30, Bank of China Tower, 1 Garden Road, Central, Hong Kong. Our telephone
number is 011-852-9836-2643.





Item 3. Legal Proceedings




As
of December 31, 2008 we are not aware of any active or pending legal
proceedings, material or otherwise, which involve us or any of our properties or
subsidiaries, nor are we aware of there any such proceedings contemplated by any
governmental authority.





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




None.




9




PARTII






Item 5.  Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities






Market
Information




Our common stock is
not traded on any exchange. We intend to apply to have our common stock quoted
on the OTC Bulletin Board once this Prospectus has been declared effective by
the SEC; however, there is no guarantee that we will obtain a
listing.





There is currently
no trading market for our common stock and there is no assurance that a regular
trading market will ever develop. OTC Bulletin Board securities are not listed
and traded on the floor of an organized national or regional stock exchange.
Instead, OTC Bulletin Board securities transactions are conducted through a
telephone and computer network connecting dealers. OTC Bulletin Board issuers
are traditionally smaller companies that do not meet the financial and other
listing requirements of a regional or national stock exchange.





To
have our common stock listed on any of the public trading markets, including the
OTC Bulletin Board, we will require a market maker to sponsor our securities. If
we are unable to obtain a market maker, we will be unable to develop a trading
market for our common stock. We may be unable to locate a market maker that will
agree to sponsor our securities. Further, even if we secure a market maker,
there is no guarantee that our securities will meet the requirements for
quotation or that our securities will be accepted for listing on the OTC
Bulletin Board. Any of these outcomes could prevent us from developing a trading
market for our common stock.




Holders




As
of March 30, 2009 there were 73 holders of record of our common
stock.


Dividends




To
date, we have not paid dividends on shares of our common stock and we do not
expect to declare or pay any dividends on shares of our common stock in the
foreseeable future. The decision regarding the payment of future dividends lies
solely with our Board of Directors and depends upon a number of factors deemed
relevant by our Board, including our ability to successfully complete a business
combination and generated earnings thereafter.




Equity
Compensation Plans




To
date, we have not implemented any equity compensation plans.




Performance
Graph




Not
applicable.




10




Recent
Sales of Unregistered Securities




All sales of our
unregistered securities during the period from January 1, 2008 to December 31,
2008 have been previously reported.




Use
of Proceeds from Registered Securities




We filed a Form S-1
registration statement with the SEC on November 11, 2008 which has not yet been
declared effective.




Item 6.  Selected Financial Data




Not
applicable.




Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations




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




Forward-Looking
Statements




This report
contains forward-looking statements that involve risks and uncertainties. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology including,
"could", "may", "will", "should", "expect", "plan", "anticipate", "believe",
"estimate", "predict", "potential" or the negative of these terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially.





While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested in this annual report.




11




Results
of Operations for the Three Months Ended December 31, 2008 and the Twelve Months
Ended December 31, 2008




Revenue
and Other Income




During the period
February 9, 2000 (date of inception) to December 31, 2008, we did not generate
any revenues. We had total assets of $481,369, total liabilities of $68,754, and an
accumulated deficit of $273,813 as at December 31, 2008.




We
anticipate that we will not earn any revenues during the current fiscal year or
in the foreseeable future,
as we do not have any operations and are presently engaged in seeking a business
combination with a target business. We anticipate that we will incur substantial
losses over the next two years. We believe that our success depends on our
ability to complete a business combination and our ability to develop any target
business that we may acquire.




For the twelve
months ended December 31, 2008, we generated $20,120 of interest income, an
increase of $16,146 from the $3,974 of interest income generated for the same
period in 2007.Net
Loss




Our net loss was
$122,879 for the twelve months ended December 31, 2008, which was an increase of
$26,290 over the net loss of $96,589 we incurred for the twelve months ended
December 31, 2007. The increase in net loss was a result of increased general
and administrative expenses as described under the heading entitled “Expenses” below.




Our net loss per
share was $0.02 for both fiscal years ended December 31, 2008 and December 31,
2007.




Expenses




From February 9,
2000 to December 31, 2008, we accumulated totaloperatingexpenses of $297,907.
Our total operating expenses increased by $42,436 or 42% to $142,999 for the
twelve months ended December 31, 2008 from $100,563 for the same period in
2007.




Our operating
expenses from our inception to December 31, 2008 have consisted entirely of
general and administrative expenses, with costs categories as
follows:




·
            professional
      fees




·
            management
      fees




·
            meals and
      entertainment




·
            office
      maintenance




·
            communication
      expenses (cellular, internet, fax, and
  telephone)




·
            office
      supplies




·
            courier and
      postage costs




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




12




Liquidity
and Capital Resources




As
of December 31, 2008 we had a working capital surplus of $239,529 and cash of
$308,283 in our bank accounts. As of December 31, 2007 we had a working capital
surplus of $542,786 and cash of $583,512 in our bank accounts.  From
our inception on February 9, 2000 to December 31, 2008 we have raised an
aggregate of $648,800 through private placements of our common stock, which has
funded our accumulated deficit of $273,813.





For the twelve
months ended December 31, 2008 we used net cash of $122,879 on operating
activities, compared to net cash used of $225,045 during same period in 2007.
Also for the twelve months ended December 31, 2008, we used net cash of $160,258
on financing activities, which was comprised of repaying a $160,258 to CIBT
Education Group Inc. For the twelve months ended December 31, 2007, we raised
net cash of $808,558, comprised of $648,300 from private placements of our
common stock and $160,258 from a loan that we subsequently repaid on September
29, 2008 to CIBT Education Group Inc.





Overall, our cash
holdings decreased by $275,229 during the twelve months ended December 31,
2008.





In
February 2007, we attempted to negotiate a joint venture agreement with
Live-Interactive Technology Ltd., a Chinese company, to co-develop and co-market
an employment search website. We did not reach an agreement with
Live-Interactive, and we are no longer pursuing negotiations with the company.
On February 16, 2007 we entered into a Bridge Loan Agreement (subsequently
amended on November 16, 2007) with Live-Interactive whereby we agreed to loan a
maximum of $195,000 (RMB1,500,000) the company on an interest-free basis for
three months from the date of the loan advance, with interest accruing at a rate
of 15% per annum thereafter. As at December 31, 2008 Live-Interactive owed us a
total of $173,086, including interest.





On
February 9, 2007 we entered into a convertible promissory note agreement with
CIBT Education Group Inc. whereby CIBT agreed to lend us $150,000 at an interest
rate of 8% per annum. CIBT is a public company listed on the TSX Venture
Exchange and American Stock Exchange. Toby Chu is the President, Chief Executive
Officer and a director of CIBT. Tim Leong is the Chief Financial Officer,
Secretary and Senior Vice President of CIBT. Both Mr. Chu and Mr. Leong served
on our Board of Directors from January 15, 2007 to September 29,
2008.  Additionally, from January 15, 2007 to July 23, 2007 Mr. Chu
served as our President and Chief Executive Officer and Mr. Leong served as our
Chief Financial Officer and Secretary. On September 29, 2008 we repaid the full
amount of this loan plus accrued interest, and the convertible promissory note
was cancelled.





If
we are successful in consummating a business combination, we will incur
additional costs for personnel and business expansion. In order for us to
attract and retain quality personnel, we anticipate that we will need to offer
competitive salaries, issue common stock to consultants and employees and grant
stock options to future employees. We estimate that our expenses over the next
12 months (beginning January 2009) will be approximately $100,000 as described
in the table below. These estimates may change significantly depending on the
nature of our future business activities and whether we continue our
operations.








Description
            Estimated
      AmountGeneral and
      administration expenses
            $38,000Professional
      fees
            $50,000Rent
            $12,000Total
            $100,000





As
of December 31, 2008, we had $308,283 in cash. Should we need additional capital
to fund the acquisition of an operating business, we will proceed by way of
private placements, loans or possibly a direct offering. However, there is no
assurance that we will be able to raise enough capital to meet our future cash
requirements.




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




13




Off-Balance
Sheet Arrangements




None.




Inflation




The effect of
inflation on our revenues and operating results has not been
significant.




Contractual
Obligations




Not
applicable.




Known
Material Trends and Uncertainties




Our continuation as
a going concern is dependent upon our ability to generate sufficient cash flow
from outside sources to sustain operations and meet our obligations on a timely
basis, and ultimately upon our ability to attain profitability. There can be no
assurance that we will have sufficient resources to complete any business
combination or that our future operations will be profitable after completing
the business combination.





These factors raise
substantial doubt about our ability to continue as a going concern. Our auditors
have issued a going concern opinion. This means that our auditors believe there
is substantial doubt that we can continue as an on-going business for the next
12 months. The financial statements do not include any adjustments that might
result from the uncertainty about our ability to continue our business. The
threat that we will be unable to continue as a going concern will be eliminated
only when our revenues have reached a level that is able to sustain our business
operations.





We
plan to review and identify potential businesses for acquisitions or other
business combinations. Our management is unable to predict whether or when any
business combination will occur or the likelihood of any particular transaction
being completed on favorable terms and conditions. We may be unable to obtain
the necessary financing to complete any transactions and could financially
overextend ourselves. Acquisitions or other business combinations may present
financial, managerial and operational challenges, including difficulties in
integrating operations and personnel. Any failure to integrate new businesses or
manage any new transactions successfully could adversely affect our business and
future financial performance.




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 policies that are 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.




14




Financial
Instruments





The carrying values
of cash, bank indebtedness, accounts payable, accrued liabilities and loans
payable to related party approximate their fair values because of the short-term
maturity or nature of these instruments. Unless otherwise noted, it is
management’s opinion that we are not exposed to significant interest, currency
or credit risks arising from these financial instruments.





Business
Combinations




In
December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”,
which establishes principles and requirements governing how the acquirer of a
business recognizes and measures in its financial statements the assets,
liabilities and non-controlling interests acquired or assumed from the acquired
business. The statement also provides guidance on how to measure and account for
goodwill acquired in a business combination and determines what disclosure to
provide in the acquirer’s financial statements. The guidance became effective
for fiscal years beginning on or after December 15, 2008 and will become
applicable to any business combination we undertake on or after January 1,
2009.





Foreign Currency
Translation





Our functional
currency and reporting currency is the United States dollar. Our monetary assets
and liabilities denominated in foreign currencies are translated in accordance
with SFAS No. 52 “Foreign Currency Translation” using the exchange rate as at
the balance sheet date. We include gains and losses arising from all
transactions that have a foreign currency element in our Statements of
Operations for each period. Generally the foreign currency transactions we
undertake are in Canadian dollars. We have not, as of December 31, 2008, engaged
in any hedging activities or entered into any derivative instruments to offset
the impact of foreign currency fluctuations on our Statement of
Operations.




Item 7A.  Quantitative and Qualitative Disclosures about
Market Risk




Not
Applicable.




15




Item 8.  Financial Statements and Supplementary
Data




Asia Interactive
Media Inc. (previously Black Gardenia Corp.)


(A Development
Stage Company)


(Expressed in U.S.
Dollars)











December 31,
2008




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





16


THOMAS J.
HARRIS


CERTIFIED PUBLIC
ACCOUNTANT


3901 STONE WAY N.,
SUITE 202


SEATTLE,
WA  98103


206.547.6050








REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








Board of
Directors


ASIA INTERACTIVE
MEDIA INC.


Vancouver, B.C.,
Canada





We have audited the
balance sheets of ASIA INTERACTIVE MEDIA INC. a development stage company, as at
DECEMBER 31, 2008 and DECEMBER 31, 2007, the statements of earnings and deficit,
stockholders’ deficiency and cash flows the years then ended and for the period
from inception February 9, 2000 to DECEMBER 31, 2008. Theses financial
statements are the responsibility of the company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.





We conducted our
audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that 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 our opinion, the
financial statements referred to above present fairly, in all material respects,
the financial position of ASIA INTERACTIVE MEDIA INC a development stage
company, as of December 31, 2008 and December 31, 2007 and the results of its
operations and its cash flows for the periods then ended in conformity with
generally accepted accounting principles accepted in the United States of
America.





The accompanying
financial statements have been prepared assuming that the company will continue
as a going concern.  As discussed in Note 1, the company’s significant
operating losses, working capital deficiency and need for new capital raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.














Thomas J Harris,
CPA


March 25,
2009







F-1







Asia Interactive
Media Inc. (previously Black Gardenia Corp.)


(A
Development Stage Company)


Balance
Sheet


(Expressed in U.S.
Dollars)











December
      31,2008
              $
            
            
            December
      31,2007
              $AssetsCurrent
      AssetsCash
            
            
            308,283
            
            
            
            583,512Total Current
      Assets
            
            
            308,283
            
            
            
            583,512Loan
      receivable (Note 3)
            
            
            173,086
            
            
            
            152,966Total
      Assets
            
            
            481,369
            
            
            
            736,478Liabilities
      and Stockholders’ Equity (Deficit)Current
      LiabilitiesAccounts
      payable and accrued liabilities
            
            
            51,442
            
            
            
            23,414Due to
      related party (Note 5)
            
            
            17,312
            
            
            
            17,312Total Current
      Liabilities
            
            
            68,754
            
            
            
            40,726Loan Payable
      (Note 4)
            
            
            –
            
            
            
            160,258Total
      Liabilities
            
            
            68,754
            
            
            
            200,984Contingency
      (Notes 1)Stockholders’
      EquityCommon Stock:Authorized:
      100,000,000 shares, $0.00001 par value;6,634,492
      shares Issued and outstanding
            
            
            67
            
            
            
            50Additional
      Paid-in Capital
            
            
            648,733
            
            
            
            450Stock
      Subscriptions (Note 6)
            
            
            –
            
            
            
            648,300Donated
      Capital
            
            
            37,628
            
            
            
            37,628Deficit
      Accumulated During the Development Stage
            
            
            (273,813
            )
            
            
            (150,934
            )Total
      Stockholders’ Equity
            
            
            412,615
            
            
            
            535,494Total
      Liabilities and Stockholders’ Equity
            
            
            481,369
            
            
            
            736,478








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




F-2




Asia Interactive
Media Inc. (previously Black Gardenia Corp.)


(A
Development Stage Company)


Statements of
Operations


(Expressed in U.S.
Dollars)











Accumulated
      fromFebruary
      9, 2000(Date
      of Inception)
            
            
            For
      the year ended
            
            
            For
      the year endedto December 31, 2008
            
            
            December 31, 2008
            
            
            December 31, 2007$
            
            
            $
            
            
            $Revenue
            
            
            –
            
            
            
            –
            
            
            
            –Operating
      ExpensesGeneral and
      administrative
            
            
            297,907
            
            
            
            142,999
            
            
            
            100,563Total
      Operating Expenses
            
            
            297,907
            
            
            
            142,999
            
            
            
            100,563Other
      Income
            
            
            24,094
            
            
            
            20,120
            
            
            
            3,974Net Income
      (Loss)
            
            
            (273,813
            )
            
            
            (122,879
            )
            
            
            (96,589
            )Net Loss Per
      Share - Basic and Diluted
            
            
            
            
            
            
            (0.02
            )
            
            
            (0.02
            )Weighted
      Average Shares Outstanding
            
            
            
            
            
            
            6,634,492
            
            
            
            5,000,000








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







F-3




Asia Interactive
Media Inc. (previously Black Gardenia Corp.)


(A
Development Stage Company)


Statements of Cash
Flows


(Expressed in U.S.
Dollars)











Accumulated
      fromFebruary
      9, 2000(Date
      of Inception) to
            
            
            For
      the year ended
            
            
            For
      the year endedDecember 31, 2008
              $
            
            
            December
      31,2008
              $
            
            
            December 31, 2007
              $Operating
      ActivitiesNet
      loss
            
            
            (273,813
            )
            
            
            (122,879
            )
            
            
            (96,589
            )Adjustment to
      reconcile net loss to net cash used in operating
activitiesDonated
      expenses
            
            
            23,000
            
            
            
            –
            
            
            
            –Change in
      operating assets and liabilitiesLoan
      receivable
            
            
            (173,086
            )
            
            
            (20,120
            )
            
            
            (152,966
            )Accounts
      payable and accrued liabilities
            
            
            51,442
            
            
            
            28,028
            
            
            
            20,581Due to
      related party
            
            
            17,312
            
            
            
            –
            
            
            
            3,928Advances from
      Officers
            
            
            14,628
            
            
            
            –
            
            
            
            –Net Cash Used
      in Operating Activities
            
            
            (340,517
            )
            
            
            (114,971
            )
            
            
            (225,046
            )Financing
      ActivitiesLoan
      payable
            
            
            –
            
            
            
            (160,258
            )
            
            
            160,258Common
      stock
            
            
            67
            
            
            
            17
            
            
            
            –Additional
      paid-in capital
            
            
            648,733
            
            
            
            648,283
            
            
            
            –Stock
      subscriptions
            
            
            –
            
            
            
            (648,300
            )
            
            
            648,300Net Cash
      Provided by Financing Activities
            
            
            648,800
            
            
            
            (160,258
            )
            
            
            808,558Net Increase
      in Cash
            
            
            308,283
            
            
            
            (275,229
            )
            
            
            583,512Cash –
      Beginning of Period
            
            
            –
            
            
            
            583,512
            
            
            
            –Cash – End of
      Period
            
            
            308,283
            
            
            
            308,283
            
            
            
            583,512Supplemental
      Disclosures:Interest
      paid
            
            
            19,233
            
            
            
            19,233
            
            
            
            –Income tax
      paid
            
            
            –
            
            
            
            –
            
            
            
            –








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









F-4


Asia Interactive
Media Inc. (previously Black Gardenia Corp.)


(A
Development Stage Company)


Statement of
Stockholders’ Deficit


For the Period from
February 9, 2000 (Date of Inception) to December 31, 2008


(Expressed in U.S.
Dollars)











Shares
              #
            
            
            Amount
              $
            
            
            AdditionalPaid-in
                  Capital(Discount)
                  $
            
            
            Deficit AccumulatedDuring theExplorationStage
                      $
            
            
            Total
              $Balance –
      February 9, 2000(Date of
      Inception)
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –March 2, 2000
      – Issuance of stock for cash
            
            
            5,000,000
            
            
            
            50
            
            
            
            450
            
            
            
            –
            
            
            
            500Net
      loss
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (580
            )
            
            
            (580
            )Balance –
      December 31, 2000 and 2001
            
            
            5,000,000
            
            
            
            50
            
            
            
            450
            
            
            
            (580
            )
            
            
            (80
            )Net
      loss
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (2,812
            )
            
            
            (2,812
            )Balance –
      December 31, 2002
            
            
            5,000,000
            
            
            
            50
            
            
            
            450
            
            
            
            (3,392
            )
            
            
            (2,892
            )Net
      loss
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (1,858
            )
            
            
            (1,858
            )Balance –
      December 31, 2003
            
            
            5,000,000
            
            
            
            50
            
            
            
            450
            
            
            
            (5,250
            )
            
            
            (4,750
            )Net
      loss
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (4,778
            )
            
            
            (4,778
            )Balance –
      December 31, 2004
            
            
            5,000,000
            
            
            
            50
            
            
            
            450
            
            
            
            (10,028
            )
            
            
            (9,528
            )Net
      loss
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (5,100
            )
            
            
            (5,100
            )Balance –
      December 31, 2005
            
            
            5,000,000
            
            
            
            50
            
            
            
            450
            
            
            
            (15,128
            )
            
            
            (14,628
            )Net
      loss
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (39,217
            )
            
            
            (39,217
            )Balance –
      December 31, 2006
            
            
            5,000,000
            
            
            
            50
            
            
            
            450
            
            
            
            (54,345
            )
            
            
            (53,845
            )Net
      loss
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (96,589
            )
            
            
            (96,589
            )Balance –
      December 31, 2007
            
            
            5,000,000
            
            
            
            50
            
            
            
            450
            
            
            
            (150,934
            )
            
            
            (150,434
            )January 8,
      2008 – Issuance of stock for cash
            
            
            1,634,492
            
            
            
            17
            
            
            
            648,283
            
            
            
            –
            
            
            
            648,300Net
      loss
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (122,879
            )
            
            
            (122,879
            )Balance –
      December 31, 2008
            
            
            6,634,492
            
            
            
            67
            
            
            
            648,733
            
            
            
            (273,813
            )
            
            
            374,987




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






F-5




Asia Interactive
Media Inc. (previously Black Gardenia Corp.)
 (A
Development Stage Company)
 Notes to the
Financial Statements
 (Expressed in U.S.
Dollars)
 December 31,
2008





1.   
Nature of Business and Continuance of Operations




Black Gardenia
Corp, herein “the Company”, was incorporated on February 9, 2000 pursuant to the
Laws of the State of Nevada, USA. The Company has no business operations and is
considered a development stage company, as defined by Statement of Financial
Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting by
Development Stage Enterprises”. On March 22, 2007 the Company changed its
name to “Asia Interactive Media Inc.”




The financial
statements have been prepared using generally accepted accounting principles in
the United States of America applicable for a going concern which assumes that
the Company will realize its assets and discharge its liabilities in the
ordinary course of business. The Company has never generated revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. At December 31, 2008,
the Company had a working capital surplus of $239,529 and has accumulated losses
of $273,813 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)
            Basis of
      Presentation




These financial
statements and related notes are presented in accordance with accounting
principles generally accepted in the United States, and are expressed in US
dollars. The Company’s fiscal year-end is December 31.




b)
            Use of
      Estimates




The preparation of
financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.




c)
            Basic and
      Diluted Net Income (Loss) Per Share




The Company
computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No.
128 requires presentation of both basic and diluted earnings per share (EPS) on
the face of the income statement. Basic EPS is computed by dividing net income
(loss) available to common shareholders (numerator) by the weighted average
number of shares outstanding (denominator) during the period. Diluted EPS gives
effect to all dilutive potential common shares outstanding during the period
using the treasury stock method and convertible preferred stock using the
if-converted method. In computing Diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.




d)
            Comprehensive
      Loss




SFAS No. 130,
“Reporting Comprehensive
Income,” establishes standards for the reporting and display of
comprehensive loss and its components in the financial statements. As at
December 31, 2008 and 2007, the Company has no items that represent a
comprehensive loss and, therefore, has not included a schedule of comprehensive
loss in the financial statements.




e)
            Cash and Cash
      Equivalents




The Company
considers all highly liquid instruments with maturity of three months or less at
the time of issuance to be cash equivalents.




f)
            Long-Lived
      Assets




In accordance with
SFAS No. 144, “Accounting for
the Impairment or Disposal of Long-Lived Assets”, the carrying value of
long-lived assets is reviewed on a regular basis for the existence of facts or
circumstances that may suggest impairment. The Company recognizes impairment
when the sum of the expected undiscounted future cash flows is less than the
carrying amount of the asset. Impairment losses, if any, are measured as the
excess of the carrying amount of the asset over its estimated fair
value.





F-6




Asia Interactive
Media Inc. (previously Black Gardenia Corp.)
 (A
Development Stage Company)
 Notes to the
Financial Statements
 (Expressed in U.S.
Dollars)
 December 31,
2008




2.    Summary
of Significant Accounting Policies (continued)




g)
            Financial
      Instruments


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




h)
            Income
      Taxes




Potential benefits
of income tax losses are not recognized in the accounts until realization is
more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes”
as of its inception. Pursuant to SFAS No. 109 the Company is required to compute
tax asset benefits for net operating losses carried forward. Potential benefit
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.




i)
            Foreign
      Currency Translation




The Company’s
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. The Company has not, to the date of these financials statements,
entered into derivative instruments to offset the impact of foreign currency
fluctuations.




j)
            Recent
      Accounting Pronouncements




In December 2007,
the FASB issued SFAS No. 141 (Revised) “Business Combinations”. SFAS 141
(Revised) establishes principles and requirements for how the acquirer of a
business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree. The statement also provides guidance for recognizing and measuring the
goodwill acquired in the business combination and determines what information to
disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. The guidance will become
effective for the fiscal year beginning after December 15, 2008. The Company is
currently evaluating the impact SFAS 141 (Revised) will have on the Company’s
financial position or results of operations upon adoption.





In December 2007,
the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial
Statements-an amendment of ARB No. 51”. SFAS 160 establishes accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. The guidance will become effective for the
fiscal year beginning after December 15, 2008. The Company is in the process of
evaluating the impact SFAS 160 will have on the Company’s financial position and
results of operations upon adoption.





In March 2008, the
FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging
Activities” ("SFAS 161"). SFAS 161 is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity's financial position, financial performance, and cash flows. SFAS 161
achieves these improvements by requiring disclosure of the fair values of
derivative instruments and their gains and losses in a tabular format. It also
provides more information about an entity's liquidity by requiring disclosure of
derivative features that are credit risk-related. Finally, it requires
cross-referencing within footnotes to enable financial statement users to locate
important information about derivative instruments. SFAS 161 will be effective
for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008. The Company does not expect there to be any significant
impact of adopting SFAS 161 on its financial position or results of
operations.




F-7


Asia Interactive
Media Inc. (previously Black Gardenia Corp.)
 (A
Development Stage Company)
 Notes to the
Financial Statements
 (Expressed in U.S.
Dollars)
 December 31,
2008






2.    Summary
of Significant Accounting Policies (continued)




j)
            Recent
      Accounting Pronouncements
(continued)




In April 2008, the
FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible
Assets” (“FSP FAS 142-3”).  In determining the useful life of
intangible assets, FSP FAS 142-3 removes the requirement to consider whether an
intangible asset can be renewed without substantial cost of material
modifications to the existing terms and conditions and, instead, requires an
entity to consider its own historical experience in renewing similar
arrangements.  FSP FAS 142-3 also requires expanded disclosure related
to the determination of intangible asset useful lives.  FSP FAS 142-3
is effective for financial statements issued for fiscal years beginning after
December 15, 2008.  The Company is in the process of evaluating the
impact FSP FAS 142-3 will have on the Company’s financial position and results
of operations upon adoption.





In May 2008, the
FASB issued FSP Accounting Principles Board Opinion No. 14-1, “Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)” (“FSP 14-1”).  FSP 14-1 requires
issuers of convertible debt instruments that may be settled in cash to
separately account for the liability and equity components in a manner that will
reflect the entity’s nonconvertible debt borrowing rate when interest cost is
recognized in periods subsequent to adoption.  Upon adoption of FSP
14-1, the Company will allocate a portion of the proceeds received from the
issuance of convertible notes between a liability and equity component by
determining the fair value of the liability component using the Company’s
non-convertible debt borrowing rate.  The difference between the
proceeds of the notes and the fair value of the liability component will be
recorded as a discount on the debt with a corresponding offset to
paid-in-capital.  The resulting discount will be accreted by recording
additional non-cash interest expense over the expected life of the convertible
notes using the effective interest rate method.  The provisions of FSP
14-1 are to be applied retrospectively to all periods presented upon adoption
and are effective for fiscal years beginning after December 15, 2008 and interim
periods within those fiscal years.  The Company is in the process of
evaluating the impact FSP 14-1 will have on the Company’s financial position and
results of operations upon adoption.




3.    Loan
Receivable




On February 16,
2007, the Company entered into a Bridge Loan Agreement (subsequently amended on
November 16, 2007) with Live-Interactive Technology Ltd. (“Live-Interactive”), a
company based in China, whereby the Company agreed to loan funds, to a maximum
of $195,000 (RMB1,500,000), to Live-Interactive on an interest-free basis for
three months from the date of the loan advance.  Interest at 15% per
annum is charged on all outstanding amounts after the three month interest-free
period.  As at December 31, 2008, a total of $173,086, including
accrued interest, was owing from Live-Interactive.





4.    Loan
Payable




On February 9,
2007, the Company entered into a Convertible Promissory Note Agreement with CIBT
Education Group Inc. (“CEG”) (previously named Capital Alliance Group Inc.), a
company based in Canada, whereby CEG agreed to lend $150,000 to the Company at
an interest rate of 8% per annum.  The amount is due on February 9,
2009, and at any time before February 9, 2009 CEG has the right to convert all
or a portion of the $150,000 into common stock of the Company at a conversion
price of $0.01 per share.  Upon conversion of the full loan amount CEG
would have direct beneficial control of 75% of the Company. On September 29,
2008 the full amount of the loan ($150,000) plus accrued interest ($19,233) was
paid to CEG.





5.    Related
Party Transactions




At December 31,
2008, the Company is indebted to Tokay Sequoia Management Company Ltd., whose
sole officer and director is Amy Ng, a majority shareholder of the Company and
the sister of the Company’s sole officer and director, in the amount of $17,312,
representing expenses paid on behalf of the Company.  This amount is
non-interest bearing, unsecured and has no specific terms of
repayment.





6.    Stock
Subscriptions




On January 8, 2008
a total of 1,634,492 common shares were issued pursuant to three separate
private placements of the Company’s common stock.  A total of 980,433
share purchase warrants were issued in connection with one of the private
placements.  Each share purchase warrant entitles the warrant holder
to purchase one common share of the Company at $1.00 per share.  The
share purchase warrants expire on January 8, 2009.




F-8




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




Thomas J. Harris,
Certified Public Accountant, of 3901 Stone Way N., Suite 202, Seattle,
Washington 98103, serves as our independent registered public
accountant and has served in this capacity since our fiscal year
ended December 31, 2006. Our audited financial statements for the fiscal
years ended December 31, 2007 and December 31, 2008 have been included in this
annual report in reliance upon Thomas J. Harris, Certified Public Accountant, as
an expert in accounting and auditing. We have had no disagreements with Thomas
J. Harris.




Item 9A.  Controls and Procedures




Evaluation of Disclosure
Controls and Procedures





In
connection with the preparation of this annual report, an evaluation was carried
out by our management, with the participation of our sole officer, of the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange
Act”)) as of December 31, 2008.  Disclosure controls and
procedures are designed to ensure that information required to be disclosed in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to
management to allow timely decisions regarding required
disclosures.




Based on that
evaluation, and the material weaknesses outlined in our Management Report on
Internal Control Over Financial Report, our sole officer concluded, as of the
end of the period covered by this annual report, that our disclosure controls
and procedures were not effective in recording, processing,
summarizing and reporting information required to be disclosed, within the time
periods specified in the SEC’s rules and forms, and that such
information was not accumulated and communicated to our sole executive
officer to allow timely decisions regarding required disclosures.





Management Report on
Internal Control Over Financial Reporting





Our management is
responsible for establishing and maintaining effective internal control over
financial reporting.  Under the supervision of our sole executive
officer, the Company conducted an evaluation of the effectiveness of our
internal control over financial reporting as of December 31, 2008 using the
criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).




A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of December 31, 2008, the Company determined that there were control
deficiencies that constituted material weaknesses, as described
below.




1.
            Certain
      entity level controls establishing a “tone at the top” were considered
      material weaknesses. The Company has no independent directors and no audit
      committee. There is no policy on fraud.  A whistleblower policy
      is not necessary given the small size of the organization. There is no
      code of ethics.2.
            Management
      override of existing controls is possible given there is only a sole
      officer and no other personnel.3.
            There is no
      system in place to review and monitor internal control over financial
      reporting. The Company maintains an insufficient complement of personnel
      to carry out ongoing monitoring responsibilities and ensure effective
      internal control over financial
reporting.





17




Management is
currently evaluating remediation plans for the above control deficiencies. We
intend to implement a code of ethics during the 2009 fiscal year.





Accordingly, the
Company concluded that these control deficiencies resulted in a reasonable
possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis by the company’s
internal controls.





As
a result of the material weaknesses described above, management has concluded
that the Company did not maintain effective internal control over financial
reporting as of December 31, 2008 based on criteria established in Internal Control—Integrated
Framework issued by COSO.





This annual report
on Form 10-K does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Our internal control was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only the conclusions to our
management’s report in this annual report on Form 10-K.





Changes in Internal
Controls




During the quarter
ended December 31, 2008 there were no changes in our internal control over
financial reporting that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.




Item 9A(T).  Controls and Procedures




Not
applicable.




Item 9B.  Other Information




None.






18




PART III






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




Directors
and Officers




Our Bylaws state
that the authorized number of our directors shall be not less than one and not
more than nine and shall be set by resolution of our Board of Directors. Our
Board of Directors has fixed the number of directors at one.




Our current
director and executive officer is as follows:




Name
      and Age
            Position(s)
      Held in Asia InteractiveKen Ng ,
      42
            President,
      Chief Executive Officer, Chief Financial Principal Accounting Officer,
      Secretary, Treasurer and Director





Ken Ng will serve
as our sole director until our next annual stockholder meeting or until his
successor is elected who accepts the position. Officers hold their positions at
the pleasure of our Board of Directors. There are no arrangements, agreements or
understandings between non-management security holders and management under
which non-management security holders may directly or indirectly participate in
or influence the management of our affairs.





Biography





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





Ken Ng has been our
President, Chief Executive Officer, Chief Financial Officer, Secretary and
Treasurer since July 23, 2007.  He also acts as our Principal
Accounting Officer. He was appointed as our director on September 29, 2008. He
manages our international business relations, business development and legal and
financial matters. Since 2002, Mr. Ng has been the Vice President of Pacifico
Management Consultants Inc., a small company primarily in the business of
providing e-commerce and software development services.





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





Mr. Ng is not
currently a director of any other public company or any company registered as an
investment company.






19




Conflicts





Ken Ng, our
President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Secretary, Treasurer, and sole director is not obligated to
commit his full time to our business and, accordingly, he may encounter a
conflict of interest in allocating his time between our operations and those of
other businesses. In the course of his other business activities, Mr. Ng may
become aware of investment and business opportunities which may be appropriate
for presentation to us as well as other entities to which he owes a fiduciary
duty. As a result, he may have conflicts of interest in determining to which
entity a particular business opportunity should be presented. Mr. Ng may also in
the future become affiliated with entities, including other blank check
companies, engaged in business activities similar to those we intend to
conduct.





In
general, officers and directors of a corporation are required to present
business opportunities to a corporation if:





·
            the
      corporation could financially undertake the
  opportunity;





·
            the
      opportunity is within the corporation’s line of business;
    and





·
            it would not
      be fair to the corporation and its stockholders not to bring the
      opportunity to the attention of the
corporation.




As
a result of multiple business affiliations, our sole officer and director may
have similar legal obligations relating to presenting business opportunities
meeting the above-listed criteria to several entities. In addition, conflicts of
interest may arise when our Board of Directors evaluates a particular business
opportunity with respect to the above-listed criteria. We cannot assure you that
any conflicts will be resolved in our favor.





Ken Ng also serves
as the Vice President of Pacifico Management Consultants. While we do not expect
this entity to compete with us as it in not engaged in business acquisition or
combinations, Mr. Ng has a fiduciary duty to this company and may not present
business combination opportunities to us unless this entity has first declined
to accept them.





We
plan to adopt a code of ethics that obligates our directors, officers and
employees to disclose potential conflicts of interest and prohibits those
persons from engaging in such transactions without our consent. We also intend
to establish policies and procedures for seeking appropriate business
combination candidates. As part of our intended processes, we intend to create a
contact database describing the materials we receive from any potential target
candidates, when such materials were evaluated, the parties primarily
responsible for such evaluation and the reasons such candidates were either
rejected or the issues that, upon initial evaluation, require further
investigation. As the evaluation process progresses, numerous other factors,
which are expected to vary with each potential candidate we evaluate, are
expected to be relevant to a final determination of whether to move forward with
any particular acquisition candidate.




Significant
Employees





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





Family
Relationships





None.





20




Involvement
in Certain Legal Proceedings





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




·
            any
      bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that
  time;




·
            any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offences);




·
            being subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or




·
            being found
      by a court of competent jurisdiction (in a civil action), the SEC or the
      Commodity Futures Trading Commission to have violated a federal or state
      securities or commodities law, where the judgment has not been reversed,
      suspended, or vacated.




Code
of Ethics





We
have not adopted a code of ethics that applies to our officers, directors and
employees.  When we do adopt a code of ethics, we will disclose it in
a current report on Form 8-K.





Audit
Committee





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




Nominating
Committee




We have not
implemented any material changes to the procedures by which security holders may
recommend nominees to our Board of Directors during the twelve months ended
December 31, 2008.




Section
16(a) Beneficial Ownership Compliance Reporting




Section 16(a) of
the Securities Exchange Act of 1934 requires a company’s directors and officers,
and persons who own more than ten-percent (10%) of the company’s common stock,
to file with the Securities and Exchange Commission reports of ownership on Form
3 and reports of change in ownership on Forms 4 and 5. Such officers, directors
and ten-percent stockholders are also required to furnish the company with
copies of all Section 16(a) reports they file. Based solely on our review of the
copies of such forms received by us and on written representations from certain
reporting persons, we believe that all Section 16(a) reports applicable to our
officers, directors and ten-percent stockholders with respect to the fiscal year
ended December 31, 2008 were filed; however, some were filed late.




21




Item 11.  Executive Compensation




The following
summary compensation table sets forth the total annual compensation paid or
accrued by us to or for the account of our Chief Executive Officer and Chief
Financial Officer who held those positions during the most recent fiscal year,
and each other executive officer whose total cash compensation exceeded
$100,000:





SUMMARY
COMPENSATION







Nameand
      Principal Position
              Year
              Salary
                ($)
              Bonus
                ($)
              StockAwards
                ($)
              OptionAwards
                ($)
              Non-EquityIncentivePlanCompensation
                ($)
              Non-qualifiedDeferredCompensationEarnings
                ($)
              AllOtherCompensation
                ($)
              Total
                ($)Ken Ng
      President, CEO, CFO, Principal Accounting Officer, Secretary, Treasurer,
      Director
              2008
              0
              0
              0
              0
              0
              0
              0
              02007
              0
              0
              0
              0
              0
              0
              0
              02006
              0
              0
              0
              0
              0
              0
              0
              0Toby Chu
      (1)
              2008
              0
              0
              0
              0
              0
              0
              0
              02007
              0
              0
              0
              0
              0
              0
              0
              02006
              0
              0
              0
              0
              0
              0
              0
              0Tim Leong
      (2)
              20082007
              0
              0
              0
              0
              0
              0
              0
              02006
              0
              0
              0
              0
              0
              0
              0
              0Wayne Lio
      (3)
              2008
              (4)
              0
              0
              0
              0
              0
              0
              02007
              30,000
      (5)
              0
              0
              0
              0
              0
              0
              30,0002006
              0
              0
              0
              0
              0
              0
              0
              0


(1)
            Toby Chu
      served as our President and Chief Executive Officer from January 15, 2007
      to July 23, 2007. Mr. Chu served as our director from January 15, 2007 to
      August 31, 2008.





(2)
            Tim Leong
      served as our Chief Financial Officer and Secretary from January 15, 2007
      to July 23, 2007. Mr. Leong served as our director January 15, 2007 to
      August 31, 2008.





(3)
            Wayne Lio
      served as our Chief Operating Officer from July 23, 2007 to September 29,
      2008.





(4)
            Represents
      fees of $6,000 per month earned by Wayne Lio for his services as our Chief
      Operating Officer from January 2008 to September 29,
  2008.





(5)
            Represents
      fees of $6,000 per month earned by Wayne Lio for his services as our Chief
      Operating Officer from August 2007 to December
  2007.







Except as provided
above, we did not compensate our executive officers or directors, former or
present, for their services during fiscal 2007 or 2008.




22




Compensation
Discussion and Analysis




We
have not implemented any compensation programs and will not do so until after we
have completed a business combination.




Management
Agreements




We
have not entered into any management or consulting agreements with Ken Ng, our
President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Secretary, Treasurer and sole director.




Option
Grants




We
have not granted any options or stock appreciation rights from our inception to
December 31, 2008.




Compensation
of Directors




Our directors have
not received any compensation for their services as directors during the fiscal
year ended December 31, 2008. We have no formal plan for compensating our
directors for their services in the future in their capacity as directors,
although such directors are expected in the future to receive options to
purchase shares of our common stock as awarded by our Board of Directors or a
committee thereof.




Compensation
upon Change of Control




As of December 31,
2008 we had no pension plans or compensatory plans or other arrangements which
provide compensation on the event of termination of employment or change in
control of us.




Pension,
Retirement or Similar Benefit Plans




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




Compensation
Committee Interlocks and Insider Participation




We
do not currently have a compensation committee of the Board of Directors or a
committee performing similar functions. The Board of Directors as a whole
participates in the consideration of executive officer and director
compensation.




23




Compensation
Committee Report




Our sole director
and executive officer, Ken Ng, has reviewed the Compensation Discussion and
Analysis and the requirements pertaining to this item. Ken Ng has determined
that no disclosure is necessary as we have not adopted any compensation programs
and we have approved that a statement to that effect be disclosed in this Form
10-K.




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




The following table
sets forth the ownership, as of March 30, 2009, of our common stock by each of
our directors, by all of our executive officers and directors as a group and by
each person known to us who is the beneficial owner of more than 5% of any class
of our securities.  As of March 30, 2009 we had 6,634,492 issued
and outstanding shares of our common stock. All persons named have sole voting
and investment power with respect to the shares, except as otherwise
noted.


Title
      of Class
            Name and Address ofBeneficial
      Owner
            Amount andNature
      ofBeneficial Ownership (1)(#)
            Percent ofClass (2)
              (%)Common
      Shares
            Ken Ng
      (3)
              339 East 34th
      Avenue
              Vancouver,
      BC, Canada
              V5W
      1A2
            1,000
      (4)
            (5)All
      Officers and Directors as a Group
            1,000
            (5)Common
      Shares
            Adfleet Media
      Asia Ltd. (6)
              Flat B, 13F,
      Kiu Fu Commercial Building
              300 – 306
      Lockhart Rd, Wanchai,
              Hong
      Kong
            392,664
            6Common
      Shares
            Beckford
      Finance S.A. (7)
              20 Rue
      Senebier
              Case Postale
      166
              1211 Geneve
      12, Switzerland
            932,765
            14Common
      Shares
            Amy Ng
      (8)
              Unit 1502,
      Beach Tower
              Long Beach
      Gardens, 103 Castle Peak Road
              Ting Kau, New
      Territories, Hong Kong
            1,973,256
      (8)
            30Common
      Shares
            Shanghai
      Success Company Ltd. (9)
              Unit 1502,
      Beach Tower
              Long Beach
      Gardens, 103 Castle Peak Road
              Ting Kau, New
      Territories, Hong Kong
            785,327
            12Common
      Shares
            Travelex
      Investments SA (10)
              East 53rd
      Street, Marbella, 2nd
      Floor
              Panama City,
      Panama
            847,859
            13Common
      Shares
            Xiao-Qin
      Zhang
              Room 302,
      Block 1, Building 8
              16 Wu Yi
      Road, Xining, Qinghai
              China
      810000
            392,439
            6




24




(1)
            The number
      and percentage of shares beneficially owned is determined under rules of
      the SEC and the information is not necessarily indicative of beneficial
      ownership for any other purpose.  Under such rules, beneficial
      ownership includes any shares as to which the individual has sole or
      shared voting power or investment power and also any shares which the
      individual has the right to acquire within 60 days through the exercise of
      any stock option or other right. The persons named in the table have sole
      voting and investment power with respect to all shares of common stock
      shown as beneficially owned by them, subject to community property laws
      where applicable and the information contained in the footnotes to this
      table.




(2)
            Based on
      6,634,492 issued and outstanding shares of our common stock as of March
      30, 2009.




(3)
            Ken Ng is our
      President, Chief Executive Officer, Chief Financial Officer, Secretary,
      Principal Accounting Officer, Secretary, Treasurer and sole
      director.




(4)
            Includes
      1,000 shares of our common stock owned by May Ng, the spouse of Ken
      Ng.




(5)
            Less than
      1%.




(6)
            To our
      knowledge, John Gunn has sole voting and dispositive control with respect
      to the securities owned by Adfleet Media Asia
  Ltd.




(7)
            To our
      knowledge, Andre Kaplun has sole voting and dispositive control with
      respect to the securities owned by Beckford Finance
  S.A.




(8)
            Amy Ng and
      Ken Ng, our sole officer and director, are siblings. Amy Ng’s
      shareholdings include 1,187,928 shares held directly in the name of Amy Ng
      and 785,327 shares held by Shanghai Success Company
  Ltd.




(9)
            To our
      knowledge, Amy Ng has sole voting and dispositive control with respect to
      the securities owned by Shanghai Success Company
  Ltd.




(10)
            To our
      knowledge, Edgardo Diaz has sole voting and dispositive control with
      respect to the securities owned by Travelex Investment
  S.A.




Equity
Compensation Plans




None.




Changes
in Control




We do not know of
any arrangements, nor any pledge by any person of our securities, that may at a
later date result in a change in control of us.




25




Item 13.  Certain Relationships and Related Transactions, and
Director Independence




At December 31,
2008, we are indebted to Tokay Sequoia Management Company Ltd., whose sole
officer and director is Amy Ng, our significant shareholder and the sister of
our sole officer and director Ken Ng, in the amount of $17,312, representing
expenses paid on our behalf.  This amount is non-interest bearing,
unsecured and has no specific terms of repayment.




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




Our sole director
reviews and approves of all related party transactions before they are entered
into by the company.




Director
Independence




Our sole officer
and director, Ken Ng, does not qualify as an independent director. We do not
have any shares listed on an exchange or quoted on an inter-dealer quotation
system. As such, we are not subject to any requirements regarding director
independence and we have not adopted a definition of independence. Once we
engage additional directors and officers, we plan to develop a definition of
independence and scrutinize our Board of Directors to determine if each person
qualifies as independent under the definition.




Item 14.  Principal Accountant Fees and
Services.




Audit and Non-Audit
Fees




The following table
represents fees for the professional audit services and fees billed for other
services rendered by our current auditor, Thomas J. Harris, for the audit of our
annual financial statements for the year ended December 31, 2007 and 2008 and
any other fees billed for other services rendered by Thomas J. Harris during
these periods. All fees are in US dollars.




Year Ended December 31,
      2008
            
            
            Year Ended December 31,2007Audit
      fees
            
            $
            9,250
            
            
            $
            8,750Audit-related
      fees
            
            
            -
            
            
            
            -Tax
      fees
            
            
            -
            
            
            
            -All other
      fees
            
            
            -
            
            
            
            -Total
            
            $
            9,250
            
            
            $
            8,750




Since our
inception, our Board of Directors, performing the duties of the Audit Committee,
reviews all audit and non-audit related fees at least annually. The Board of
Directors as the Audit Committee pre-approved all audit related services in the
fiscal 2008. None of the work performed by our principal accountant, Thomas J.
Harris, to audit our financial statements for fiscal 2008 was performed by
persons other than Thomas J. Harris’ full-time, permanent
employees.




26




PART IV






Item 15.  Exhibits and Financial Statement
Schedules




There are no
financial statement schedules.




Exhibits




Exhibit
              Number
            Exhibit
              Description31.1
            Certification of the Chief Executive Officer and Chief
      Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act
      pursuant to Section 302 of the Sarbanes-Oxley Act of
    200232.1
            Certification of the Chief Executive Officer and Chief
      Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002






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/
      Ken NgDate: March
      31, 2009
            Ken
      NgPresident,
      Chief Executive Officer, Chief
      Financial Officer, Secretary, Treasurer (Authorized
      Officer, Principal Financial and Accounting
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.





SIGNATURES
            
            TITLE
            
            DATE/s/
      Ken NgKen
      Ng
            
            President,
      Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer,
      Director (Authorized Principal Financial and Accounting
      Officer)
            
            March 31,
      2009