**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

Washington D.C. 20549

**FORM 10-KSB/A**

[ X ]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF 1934  For the
Fiscal Year ended December 31, 2002

[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF 1934 For the
transition period from  _____ to _____

Commission File Number:  **033-33263**

**ASIA PREMIUM TELEVISION GROUP, INC.**

(Name of small business issuer as specified in its charter)

|**Nevada**                                                      | **62-1407521**                         
|--------------------------------------------------------------- | ---------------------------------------
|( State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)

|**33rd Floor, Shui On Centre, 6-8 Harbour Rd., Wanchai, Hong Kong**
|-------------------------------------------------------------------

|(Address of principal executive offices)
|----------------------------------------

**852-2827-2767**

(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

**None**

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

**Common Stock, $0.001 par value**

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

The issuer's revenue for its most recent fiscal year was: $-0-.

The aggregate market value of the issuer's voting stock held as of May 6, 2003, by non-affiliates of the issuer was
$10,789,395.

As of May 6, 2003, issuer had 1,240,717,357 shares of its $.001 par value common stock outstanding.

Documents Incorporated by Reference: None.

Transitional Small Business Disclosure Format:  Yes [   ]  No [ X ]

**FORM 10-KSB**

**ASIA PREMIUM TELEVISION GROU, INC. AND SUBSIDIARIES**

**INDEX**

|           |                                                              | Page
|---------- | ------------------------------------------------------------ | ----
|**PART I** | Item 1.  Description of Business                             | 3   
|           | Item 2.  Description of Property                             | 5   
|           | Item 3.  Legal Proceedings                                   | 6   
|           | Item 4.  Submission of Matters to a
Vote of Security Holders | 6   

|**PART II** | Item 5.  Market for Common Equity and
Related Stockholder Matters                             | 6
|----------- | --------------------------------------------------------------------------------------------- | -
|            | Item 6.  Management's Discussion and
Analysis or Plan of Operation                            | 8
|            | Item 7.  Financial Statements                                                                 | 9
|            | Item 8.  Changes In and Disagreements
with Accountants on Accounting and
Financial Disclosure | 9

|**PART III** | Item 9.  Directors, Executive Officers,
Promoters and Control Persons;
Compliance with Section 16(a) of the
Exchange Act | 9 
|------------ | ------------------------------------------------------------------------------------------------------------------------ | --
|             | Item 10.  Executive Compensation                                                                                         | 11
|             | Item 11.  Security Ownership of Certain
Beneficial Owners and Management                                                 | 12
|             | Item 12.  Certain Relationships and
Related Transactions                                                                 | 13
|             | Item 13.  Exhibits and Reports on Form
8-K                                                                               | 14
|             | Item 14.  Controls and Procedures                                                                                        | 15

| | Signatures     | 15
| | -------------- | --
| | Certifications | 17

(Inapplicable items have been omitted)

**PART I**

**Item 1. Description of Business**

**Forward-Looking Statement Notice**

When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that
may affect the Company's future plans of operations, business strategy, operating results, and financial position.  Persons
reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may differ materially from those included within the
forward-looking statements as a result of various factors.

**History**

Asia Premium Television Group, Inc., ("ASTV" or the "Company") was originally incorporated in the state of Nevada on
September 21, 1989 under the name Fulton Ventures, Inc. On July 18, 1990, the Company changed its name to Triad
Warranty Corporation, Inc., and on May 22, 2000, the Company changed its name to GTM Holdings, Inc.  On September
19, 2002, the Company changed its name to Asia Premium Television Group, Inc. to more accurately reflect the business of
the Company.  From 1993 through June 2001, the Company did not engage in any business operations.

In June 2001, the Company acquired American Overseas Investment Co., Ltd., a Macau, SAR, China company ("AOI")
and began to focus its business plan on the acquisition of holding and development enterprises with the goal to building a
broad network of media, marketing and advertising companies in Greater China.

In October 2002, the Company disposed of certain assets and acquired new assets in order to further pursue its business
plan.  The acquisitions agreed upon in October 2002 have not yet been completed and the Company anticipates concluding
its acquisition plan by mid 2003.

**Current operations**

On June 12, 2001, the Company effected the issuance of 9,000,000 shares (pre split) of its common stock to acquire
American Overseas Investment Co., Ltd., a corporation formed under the laws of Macau, SAR, China ("AOI"), as a 99%
owned subsidiary. ASTV's original business plan was to acquire and develop various film rights for distribution through
television broadcasting contracts, and cable distribution agreements.  ASTV is a holding company with its operations being
carried out through AOI. As part of its acquisition of AOI, the Company acquired an extensive film library, ("AOI
Library") of infomercial and other television series programs.  In addition to the film library, AOI brought assets of office
furniture and certain items of jewelry.  The Company sold the jewelry through home shopping television marketing in order
to raise additional capital to pursue the Company's media, marketing and advertising plan.  The Company all has since
disposed of the film library and other assets.  Please refer "Fisher Agreement" described below.

Subsequent to the acquisition of AOI, the Company acquired certain contractual rights purchased from American Overseas
Real Estate Investment Co., Ltd., a related party, for the exclusive use of various television transmission channels and
landing rights in China, Taiwan and Hong Kong, the "Telesat" agreement. The Telesat agreement provided a license for
broadcasting rights and usage of a dedicated cable channel and uplink service from the earth station located on Coloane
Island, Macau.  The Telesat agreement was for a period of six months with $30,000 paid upon commencement (for the first
three months) with the remainder paid at a rate of $10,000 per month for months four through six.  The Company issued
5,550,000 shares of common stock in exchange for the Telesat rights.

In September 2001, the Company also contracted with Sun Television Cybernetworks Holdings LTD , the "Sun"
agreement, for broadcast air time, production facilities and additional film libraries for its future and ongoing operations.
The Company issued a note for the Sun film rights license in the amount of $3,000,000.  The note was convertible into
150,000 shares of common stock at an agreed upon price of $20 per share.  The Company renegotiated the terms of the
agreement to convert the note payable into 261,838 shares of common stock at an agreed upon price of $11.466 per share.
The note does not provide for interest nor does it provide for any repayment terms other than by conversion into common
stock. The film rights license is unlimited and non-exclusive as to the use of the productions in the film library for purposes
of editing, adapting, altering, etc. to produce re-edited works.  The original works remain the property of Sun while the
re-edited works become the property of the Company.  The convertible note contains a contingency to issue additional
common shares if the market value stock price is below $11.466 per share when the converted shares are subsequently sold.
To date, the Company has not generated any revenue from the Sun library.

In October 2001, the Company entered into a Production and Broadcasting Purchase Agreement with Sun giving the
Company non-exclusive access rights for three years to use the production facilities and production equipment of Sun and
access to use Sun employees to operate and assist, until such time as the sum of $1,000,000 of relevant charge-out rates has
been reached.  Sun also granted airtime on the Sun TV Channel for three years from the commencement of broadcasting
(but not commencing later than 11/30/01).   This agreement also requires Sun to assist the Company in procuring six hours
of broadcast time daily on Macau TV.    The Company issued a note for the Sun Production and Broadcasting Purchase
Agreement in the amount of $1,000,000.  The note was convertible into 50,000 shares of common stock at $20 per share.
The Company renegotiated the note in December 2001 to convert to 87,217 shares of common stock at an agreed upon
price of $11.466 per share. The note does not provide for interest nor does it provide for any repayment terms other than by
conversion into common stock. The convertible note contains a contingency to issue additional common shares if the
market value stock price is below $11.466 per share when the converted shares are subsequently sold.  The Company also
agreed to pay Sun 10% of all revenues generated from the utilization of the broadcast time.  This agreement and the
underlying asset were subsequently sold.  Pleases refer to "Fisher Agreement" described below.

The Company began broadcasting, on a limited basis, on November 15, 2001, performing test product valuations and
fulfillment service evaluations on its home shopping and general entertainment programs, through satellite transmissions on
G TELEVISION, the Company's own dedicated channel, for distribution into the People's Republic of China under its
contract with AOI. This channel broadcasts general entertainment 24 hours daily.  During 2002 the Company used this
channel to advertise and sell the jewelry assets.

During early 2002, the Company continued to sell off the jewelry assets in order to raise cash to pursue its film library
acquisition and distribution business and to pursue additional acquisitions in the media, marketing and advertising areas.
The Company was not successful in distributing any of its film library content during 2001 and 2002.

During September 2002, the Company entered into an agreement with Asia East Investments, Ltd. and Sun Media Group
Holdings, Ltd.  As a result of this agreement, the Company plans to purchase from Asia East Investments, Ltd., a
combination of assets consisting of the digital cable television video on demand broadcasting rights for the Peoples
Republic of China; the rights under a revenue sharing contract distribution agreement made with a leading digital satellite
platform provider "Chinacast"; the rights under digital cable television revenue sharing content distribution agreement;
100% of Stone Media Investments, Ltd. and subsidiary and fixed assets along with $1,000,000 U.S. cash.  In exchange the
Company issued 450,000,000 shares of common restricted stock.  Also as a result of this agreement, the Company plans to
purchase from Sun Media Group Holdings, Ltd. 100% of Capital Channel, Ltd. and 100% of Sun Television Cyber
Networks Trading, Ltd., and subsidiary.   In exchange for these assets, the Company issued 300,000,000 shares of common
restricted stock.  In further consideration of entering these agreements, Mr. Fisher entered the Fisher agreement described
below.

As a result of the Company's due diligence review of this transaction, it was mutually agreed that the assets transferred did
not have adequate value to equal the consideration paid by the Company.  The Company, however, still considers the
transaction to be in its best interest if supplemented by additional assets.  Therefore, all parties have agreed that the
contemplated transactions have not yet been completed or wholly satisfied.  The parties intend to bring additional assets
into the Company to justify the value of the consideration paid by the Company.

To this end, the Company has subsequently acquired 100% of Shangdong Hongzhi Advertising, Ltd. and subsidiaries and
100% of Lee and Brothers International Advertising, Ltd. and subsidiary.  The Company has also entered into a letter of
intent to acquire 100% of Beijing Young Fu Century Consulting, Ltd.  For these additional assets, the Company
renegotiated the terms of the original agreement to include issuance of up to 750,000,000 shares.  At the present time, the
Beijing Young Fu Century Consulting, Ltd. acquisition is still pending.

**The Fisher Agreement**

During October 2002, the Company entered into an agreement with Mr. William Fisher, a former officer and director and
current shareholder, whereby Mr. Fisher acquired all assets and liabilities of the Company except for the $4,000,000
convertibles notes and the Sun film library rights.  In exchange the Company paid Mr. Fisher $1,000,000 and issued
50,853,000 shares of restricted common stock.  As a part of the agreement, Mr. Fisher indemnified the Company for all
past actions.  The stock was valued at $.05 per share for a total stock value of approximately $2,542,650.

The Company is continuing to pursue the marketing and distribution of its film library content.  In addition, Management
has decided to place more emphasis on media, marketing and advertising ventures in the Greater China region.

**Employees**

As of December 31, 2002, the Company did not have any employees but relied upon the efforts of its officers and directors
to conduct the business of the Company.

**Item 2. Description of Property.**

The Company does not own any real property. At December 31, 2001, the Company leased offices in Macau, SAR, China,
pursuant to a lease agreement expiring August 31, 2002. The Company paid rental expenses of $12,894 to China
Communications Network, an entity owned and controlled by William Fisher, for the year ended December 31, 2002.
Subsequent to fiscal year end December 31, 2002, the Company relocated its offices to its present location at 33rd Floor,
Shui On Centre, 6-8 Harbour Rd., Wanchai, Hong Kong.  The Company believes its current facilities are adequate to
maintain current operations.

**Item 3. Legal Proceedings.**

The Company is currently in the process of preparing a legal complaint against Areson & Company and William H.
Areson, Jr., to be filed in the United States District Court, Central Division, State of Utah and in Hong Kong.  The
Complaint alleges that the defendants represented that they were fully authorized, qualified and licensed to undertake
accounting and auditing work to meet the Company's U.S. Securities and Exchange Commission reporting requirements.
The complaint further alleges that the Company recently discovered that the defendants were not authorized, qualified or
licensed to practice before the SEC and the Company, having relied upon the defendants representations has suffered
serious and extensive damage.  The complaint also alleges breach of contract and accounting malpractice and requests
punitive damages.  The total amount of relief sought is $4,000,000.  The Company anticipates filing this complaint within
the month of May, 2003.

Management is not aware of any other current or pending legal proceedings involving the Company or our officers and
directors.

**Item 4. Submission of Matters to a Vote of Securities Holders.**

No matters were submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders.

**PART II**

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

As of December 31, 2002, the Company's common stock was listed on the Over the Counter Bulletin Board under the
symbol "ASTV" and the Company had approximately 99 shareholders holding 812,185,689 shares of common stock.  As
of May 6, 2003 the Company had approximately 99 shareholders holding 1,242,293,214 shares of common stock.

The following quotations, as provided by the National Quotation Bureau, represent prices between dealers and do not
include retail markup, markdown or commission. In addition, these quotations do not represent actual transactions.

|**Date** | **Closing Bid** |  | **Closing Ask** | 
|-------- | --------------- |  | --------------- | 

| | **********High** | **Low** | **High** | **Low**
| | ---------------- | ------- | -------- | -------

| |  |  |  | 
| |  |  |  | 

|2001 |  |  |  | 
|---- |  |  |  | 

|********************First Quarter | 0.25 | 0.0625 | 1.00 | 1.00
|--------------------------------- | ---- | ------ | ---- | ----

|Second Quarter | 20.00 | 0.025 | 97.00 | 0.025
|-------------- | ----- | ----- | ----- | -----

|Third Quarter | 3.88 | 0.14 | 3.89 | 0.14
|------------- | ---- | ---- | ---- | ----

|Fourth Quarter | 0.38 | 0.14 | 0.40 | 0.15
|-------------- | ---- | ---- | ---- | ----

| |  |  |  | 
| |  |  |  | 

|**2002** |  |  |  | 
|-------- |  |  |  | 

|********************First Quarter | .20 | .12 | .26 | .15
|--------------------------------- | --- | --- | --- | ---

|Second Quarter | .15 | .08 | .16 | .09
|-------------- | --- | --- | --- | ---

|Third Quarter | .12 | .05 | .13 | .08
|------------- | --- | --- | --- | ---

|Fourth Quarter | .15 | .05 | .21 | .06
|-------------- | --- | --- | --- | ---

The Company has never declared a dividend on its Common Stock. The Company has not paid, nor declared, any dividends
since its inception and does not intend to declare any such dividends in the foreseeable future. The Company's ability to pay
dividends is subject to limitations imposed by Nevada law. Under Nevada law, dividends may be paid to the extent that the
corporation's assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business.

**Changes in Securities and Use of Proceeds**:

On June 12, 2001, the Company issued 450,000 shares of common stock in exchange for 99% of the issued and outstanding
stock of American Overseas Investment Co., Ltd., a Macau, SAR, China company ("AOI"), controlled by William Fisher.
The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in
connection with any public offering and no commissions were paid on the transaction.

On September 21, 2001, the Company issued 288,750 shares of common stock registered on Form S-8 to employees for
services rendered valued at $46,200.  Subsequent to the issuance, 62,500 of these shares were cancelled.

On September 21, 2001, the Company issued 270,000 share of common stock registered on Form S-8 to William Fisher,
then President and Director of the Company, for services rendered valued at $43,200.

On September 21, 2001, the Company issued 400,000 shares of common stock to Capital Holdings, LLC, a company
equally owned and controlled by John Chymboryk and Kip Eardley, shareholders of the Company, for consulting services
valued at $40,000.  The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares
were not issued in connection with any public offering and no commissions were paid on the transaction.

On September 21, 2001, the Company issued 25,000 shares of common stock registered on Form S-8 to Michael Labertew
in exchange for legal services rendered to the Company valued at $2,500.

On September 21, 2001, the Company issued 275,000 shares of common stock registered on Form S-8 to various
consultants for services to the Company valued at $27,500.

In October 2001, the Company issued 175,000 shares of common stock registered on Form S-8 to a consultant for services
rendered to the Company valued at approximately $10,000.

In October 2001, the Company issued 5,550,000 shares of common stock to an entity related to William Fisher in exchange
for the assignment of a broadcasting agreement.  The shares were valued at $555,000. The Company relied on Section 4(2)
of the Securities Act of 1933 to effect the transaction. The shares were not issued in connection with any public offering
and no commissions were paid on the transaction.

In June 2002, the Company issued 2,757,000 shares of common stock for services valued at $275,700, or $.10 per share.
The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in
connection with any public offering and no commissions were paid on the transaction.

In June 2002, the Company issued 1,015,500 shares of common stock for $112,950, at prices ranging from $.08 to $.18 per
share.  The Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The Company relied on
Section 4(2) of the Securities Act of 1933 to effect the transactions.  The shares were not issued in connection with any
public offering and no commissions were paid on the transaction.

During 2002, pursuant to the Asia East agreement, the Company issued 450,000,000 shares of common stock for
$1,000,000 cash and $30,500,000 in stock subscription receivable for a total of $31, 500,000 or $.07 per share.  The
Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in
connection with any public offering and no commissions were paid on the transaction.

During 2002, pursuant to the Sun Media Group agreement, the Company also issued 300,000,000 shares of common stock
for $18,600,000 in stock subscription receivable, or $.06 per share.  The Company relied on Section 4(2) of the Securities
Act of 1933 to effect the transaction. The shares were not issued in connection with any public offering and no
commissions were paid on the transaction.

In 2002, the Company issued 2,757,000 shares of common stock for services valued at 275,700 or $.10 per share.  The
Company relied on Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares were not issued in
connection with any public offering and no commissions were paid on the transaction.

In 2002, the Company issued 50,853,000 shares of common stock valued at $2,542,650 or $.05 per share and also paid
$1,000,000 to a William Fisher, a shareholder/former officer/director for the individual assuming all assets and debts of the
Company through October 2002.  The Company relied on Section 4(2) of the Securities Act of 1933 to effect the
transaction. The shares were not issued in connection with any public offering and no commissions were paid on the
transaction.

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

This section should be read in conjunction with the audited financial statements included in this report.

The Company generated no revenue for the years ended December 31, 2001 and 2002.

General and administrative expenses for the years ended December 31, 2001 and 2002 were $1,340,723 and $596,206,
respectively.  Additional expenses consisted of management compensation of $699,500 for December 31, 2001 and
$36,702 for December 31, 2002.  In December 2001, the Company had an expense of $3,000,000 for film library
acquisition.  Total expenses were $5,040,223 for fiscal year ended December 31, 2001 and $632,908 for fiscal year ended
December 31, 2002.  Total expenses in 2001 were greater than those of 2002 because of the film library acquisition and
production rights acquisitions in 2001.

During fiscal year end December 31, 2001, the Company had a gain of $30,000 from forfeit of deposit received and
realized a loss on disposal of assets in 2002 of $3,034,782.  The net loss for fiscal year 2001 was $5,009,949 compared to
$3,667,691 for fiscal year 2002.  The loss on disposal of assets in 2002 was due to the Company assigning their rights to
the AOI assets and the Sun Production agreement to a related party.

At December 31, 2002, the Company had $-0- cash and current assets of the Sun film library are recorded at $-0- value,
making total assets $-0-.  Current liabilities consist of $2,510 in accounts payable, $17,419 in accrued expenses and
$4,000,000 in convertible notes payable.

**Capital Resources and Liquidity**

As of December 31, 2002, the Company had no current assets other than the Sun film library that has been valued at $-0.
At the present time, the Company is negotiating the acquisition of certain advertising assets in exchange for common stock
of the Company.  The negotiations are not yet finalized and there is no assurance all of the anticipated acquisitions will
occur.

Our auditors have expressed substantial doubt regarding our ability to continue as a growing concern due to our history of
losses, limited income and lack of operating capital.

The Company has no capital commitments for the next twelve months.  Management believes that current cash flows are
insufficient to meet the present growth strategies and related working capital and capital expenditure requirements.
Management currently anticipates the need to raise additional capital. The Company cannot be certain that additional funds
will be available on satisfactory terms when needed, if at all. If the Company is unable to raise additional capital in the
future, the Company may be required to curtail its operations significantly. Raising additional equity capital, conceivably,
could have a dilutive effect on the existing shareholders, if alternative solutions can not be found.

**Item 7. Financial Statements**.

The financial statements of the Company appear at the end of this report beginning with the Index to Financial Statements
on page F-1.

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

The Company originally identified no changes in and disagreements with Accountants on accounting and financial
disclosure in the Form 10-KSB for the period ended December 31, 2001 that was filed with the Securities and Exchange
Commission on April 26, 2002.  However, subsequent to that date and as the result of SEC comments dated January 17,
2003, the Company has reported under Form 8-K, both changes in and disagreements with our prior Accountant.

**PART III**

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

The following table sets forth as of May 7, 2003, the name, age, position and term of office for each executive officer and
director of the Company.

|**Name** | **Age** | **Position** | **Officer and Director Since**
|-------- | ------- | ------------ | ------------------------------

|Yin Jian Ping | 42 | Chief Executive Officer and
Director | October 2002
|------------- | -- | ------------------------------------ | ------------

|Stanley Roy Goss | 59 | Chief Financial Officer,
Secretary and Director | August 2001
|---------------- | -- | ----------------------------------------------- | -----------

|Li Jie | 49 | Director | October 2002
|------ | -- | -------- | ------------

|Pang Gang | 42 | Director | October 2003
|--------- | -- | -------- | ------------

|Jiang Qiang | 41 | Director | March 2003
|----------- | -- | -------- | ----------

|Zhang Qiu Fang | 42 | Director | March 2003
|-------------- | -- | -------- | ----------

|Li Lu Ke | 39 | Director | March 2003
|-------- | -- | -------- | ----------

|Gong Yan | 39 | Director | March 2003
|-------- | -- | -------- | ----------

|Cui Hong | 35 | Director | March 2003
|-------- | -- | -------- | ----------

All Directors hold their positions for one year or until their successors are duly elected and qualified. Officers hold their
positions at the discretion of the Board of Directors.

Set forth below is certain biographical information regarding each of the Company's executive officers and directors:

**Yin Jian Ping,  Chief Executive Officer and Director.**Mr. Ping obtained a B.A. degree from the South-West Finance
University.  From 1985 to 1990 he was Director of Planning Sectio of Tibetan Government.  From 1991 to 1995 he was
Chairman and General Manager of Sichuan Liuling Industry Development Company as well as President of Sichuan
Everbright Jinlian Industry Company.  From 1997 to 2002 Mr. Ping was President of Tibetan Beer Co., Ltd. and from 2000
to the present Mr. Ping has acted as Chairman of Shanghai Shuangwei Telecommunication Co., Ltd.

**Stanley Roy Gross, Chief Financial Officer.**Mr. Goss is a Chartered Accountant who has lived in Macau for over
fourteen years and is well known in the business community.  He has over seventeen years experience in the
telecommunications industry at a senior level. He served as Finance Director of the Macau Telecommunications Company
for eight years and prior to that for ten years with Cable and Wireless companies in the Middle East. His experience
embraces creation and management of data processing installations, financial and investment planning, corporate
re-engineering, procurement and project management.  Since leaving the Cable and Wireless Group Mr. Goss has remained
in Macau operating as a management consultant as well as entering into the retail business, both shop and internet based,
and TV home shopping. In 1997 he formed a trading company which also undertook marketing and promotional activities.

**Li Jie, Director.**  Mr. Jie obtained his B.A. degree from Beijing Polytechnic University, Radio Engineering Department.
From 1977 to 1984, Mr. Jie was an engineer with the Fifth Beijing Semiconductor Factory.  From 1984 to 2002, Mr. Jie
was Department Manager-Vice President of Stone Group.  From 2001 to the present, Mr. Jie works in the capacity of
Director, China Data Broadcast Co., Ltd. and well as Vice President of China Cable Network Co., Ltd.  He is also currently
Vice President of Stone Investment Co., Ltd. and General Manager of Stone Digital Technology Co., Ltd.

**Pang Gang, Director.**  Mr. Gang obtained his B. A. from the East China Normal University.  From 1985 to 1996 he was
an official with the Shanghai Government.  From 1996 to 1999, Mr. Gang was Executive Director of Kang Ping High-Tech
Company and from 1999 to the present Mr. Gang acts in the role of Executive Director of HeRun Trade Company.

**Jiang Qiang, Director.**  Mr. Qiang obtained  his diploma from Ji Nan University and from 1982 to 1987 was a teacher at
the Ji Nan Technical School.  From 1987 to 1992, Mr. Qiang was a teacher at the San Dong Economy Management
College.  From 1992 to 2001, Mr. Qiang was Chairman and General Manager of Shan Dong Hongzhi Computer System
Company, Ltd. and Shan Dong Hongzhi Advertising Company.  From 2001 to 2002, Mr. Qiang was Vice President of Sun
Television Cybernetworks Co., Ltd. From 2002 to the Present, Mr. Qiang acts in the role of Chairman and General
Manager of Sun International Advertising Co., Ltd.

**Zhang Qiu Fang, Director.**  Mr. Fang worked for the Ji Nan Railroad Bureau from 1978 to 1989 and from 1989 to 1991
was in the Director Department of Central Theatre Academy.  From 1992 to 1996 Mr. Fang was the Manager of Shan Dong
Fangcao Company.  From 1997 to 1999, Mr. Fang was the Manager of Bei Jing Fuji Group and from 2000 to 2002, Mr.
Fang was Executive Manager of Sun International Advertising Co., Ltg.

**Li Lu Ke, Director.**  Mr. Ke graduated from Zhongnan Minzu College in 1986 and went to work as a Producer at the
Drama Center of Shan Dong TV Broadcasting Bureau.  From 1996 to 1998, Mr. Ke was Creative Controller of Shan Dong
Hongzhi Advertising Company and from 2000 to 2001 was General Manager of Lu Ke Century Advertising & Design
Company.  From 2001 to 2002, Mr. Ke was a Production Controller of Sun International Advertising Co., Ltd. and from
2002 to present, Mr. Ke has acted as Director of Zhong Hui Group TV Program Development Center.

**Gong Yan, Director.**Mr. Yan worked at the Ji Nan Nanjiao Hotel from 1983 to 1007.  From 1997 to the present he has
worked from San Dong Hongzhi Advertising Co., Ltd.

**Cui Hong, Director.**  Ms. Hong graduated in 1990 from the San Dong TV Broadcasting University. From 1987 to 1993,
Ms. Hong was an Accountant at Shan Dong Travel Service Company.  From 1993 to 1994, Ms. Hong was an Account
Manager at Ji Nan Lidong Trade Company.  From 1994 to the present, Ms. Hong has been the Financial Controller of Shan
Dong Hongzhi Advertising Co., Ltd.

**History of Directors and Officers**

William Fisher and Marian Fisher became the sole officers and directors of the Company in June 2001. As a result of the
Asia East and Sun acquisition agreements in October 2002, Mrs. Fisher resigned as an officer and director and Yin Jian
Ping, Pang Gang, Li Jie and Stanley R. Goss were appointed to the board of directors.  Mr. Fisher resigned as an officer and
director on November 2, 2002.

On November 7, 2002, Yin Jian Ping was appointed as President and Chairman of the board and Stanley R. Goss was
appointed Secretary/Treasurer.

On March 10, 2003, the following additional directors were appointed; Jiang Qiang, Zhang Qui Fang, Li Lu Ke, Cui Hong,
and Gong Yan.

**Item 10. Executive Compensation.**

During the year 2000, the Company paid $22,500 to a former president of the Company, Darrell Scott, for consulting
services rendered on behalf of the Company. In addition, the Company issued a total of 35,000 shares of common stock
valued at $786 to John Chymboryk, then secretary and director of the Company, for services rendered on behalf of the
Company.

There are no written compensation agreements with any of the Company's officers or directors.

We have no arrangements for the remuneration of officers and directors, except that they will be entitled to receive
reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on our behalf in
the investigation of business opportunities.  Other than as reflected in the table below, no remuneration has been paid to our
officers or directors.  There are no agreements or understandings with respect to the amount or remuneration those officers
and directors are expected to receive in the future.  At the date of this report, no stock options have been issued to our
directors.

**SUMMARY COMPENSATION TABLE**

|**Name and Principal
Position** | **Year** | **Salary ($)** | **Bonus ($)** | **Other Annual
Compensation**
|------------------------------- | -------- | -------------- | ------------- | -----------------------------
|Darrell Scott                   | 2000     | $22,500        | -0-           | -0-                          
|President                       |          |                |               |                              
|Kip Eardley                     | 2000     | -0-            | -0-           | -0-                          
|President                       |          |                |               |                              
|William Fisher (1)              | 2001     | $144,500       | -0-           | -0-                          
|President                       | 2002     | $36,702        |               |                              
|Yin Jian Ping                   | 2002     | -0-            | -0-           | -0-                          
|President                       |          |                |               |                              

(1) The Company issued 270,000 shares to William A. Fisher, valued at $43,200 registered on Form S-8, filed with the
SEC on September 18, 2001.  The Company also paid certain expenses of Mr. Fisher in the amount of $74,300 during 2001
that is considered a part of his total compensation package and accrued an additional $27,000 in salary compensation.  In
2002, we paid $19,283 of Mr. Fisher's expenses that is considered a part of his compensation and have accrued an
additional $17,419 that is still owed as of December 31, 2002.

**Item 11. Security Ownership of Certain Beneficial Owners and Management.**

The following table sets forth as of May 15, 2002, the number and percentage of the 1,242,293,214 outstanding shares of
common stock which, according to the information supplied to the Company, were beneficially owned by (i) each person
who is currently a director of the Company, (ii) each executive officer, (iii) all current directors and executive officers of
the Company as a group and (iv) each person who, to the knowledge of the Company, is the beneficial owner of more than
5% of the outstanding common stock. Except as otherwise indicated, the persons named in the table have sole voting and
dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

|**Title of** **Class** | **Beneficial Owner** | **Beneficial Ownership** | **Percentage of** **Class**
|---------------------- | -------------------- | ------------------------ | ---------------------------

|Common | Pang Gang (1)(6) 

Asia East Investments
Limited

Harbour Plaza North Point

665 King's Road, Suite 2515

North Point, Hong Kong | 92,000,000 | 7.40%
|------ | -------------------------------------------------------------------------------------------------------------------------------- | ---------- | -----

|Common | William A. Fisher (2)

Suite 12/F Nam Kwong
Building, Avenida Rodrigo

Rodriques, Macau, S.A.R.,
China | 69,611,811 | 5.60%
|------ | ------------------------------------------------------------------------------------------------------ | ---------- | -----

|Common | Faithill Investments Limited
(5)

P. O. Box 957

Offshore Incorporations
Centre

Road Town

Tortola, BVI | 300,000,000 | 24.15%
|------ | -------------------------------------------------------------------------------------------------------- | ----------- | ------

|Common | Stanley R. Goss (1)

33rd Floor, Shui On Centre

6-8 Harbour Rd.

Wanchai, Hong Kong | 1,000,000 | 0.08%
|------ | ------------------------------------------------------------------------------------ | --------- | -----

|Common | Jiang Qiang (1)

33rd Floor, Shui On Centre

6-8 Harbour Rd.

Wanchai, Hong Kong | 400,000,000 | 32.2%
|------ | -------------------------------------------------------------------------------- | ----------- | -----

|Common | Vesto Pacific Holdings, Ltd.

10th Floor, Hutchison House

10 Harcourt Road

Hong Kong | 200,000,000 | 16.1%
|------ | -------------------------------------------------------------------------------------- | ----------- | -----

|Common | Jian Ping Yin (1)

10th Floor, Hutchison House

10 Harcourt Road

Hong Kong | 30,000,000 | 2.4%
|------ | --------------------------------------------------------------------------- | ---------- | ----

|Common | Officer and Directors as a
Group: 4 persons | 523,000,000 | 42.1%
|------ | ------------------------------------------- | ----------- | -----

(1) Officer and director of the Company.

(2) William A. Fisher is considered to be the beneficial owner of 69,611,811 shares.  The shares are held as follows:
William Fisher 2,725,000 shares; Marian Yu Fisher (Mr. Fisher's wife) 225,000 shares; American Overseas Real Estate
Investments (a company owned and controlled by Mr. Fisher) 5,550,000 shares;  Hong Kong Pride Investment Limited (a
company owned and controlled by Mr. Fisher) 61,116,811 shares.

(3)  John Chymboryk is considered to be the beneficial owner of 8,757,253 shares.  The shares are held as follows:  John
Chymboryk 234,713 shares; JSKE Enterprises (an entity owned and controlled by Mr. Chymboryk) 8,121,857 shares;
Capital Holdings (an entity 50% owned and controlled by Mr. Chymboryk) 400,000 shares; John Chymboryk as custodian
for Evan Chymboryk 130 shares; John Chymboryk as custodian for Kathryn Chymboryk 130 shares; John Chymboryk as
custodian for Shaun Chymboryk 163 shares; John Chymboryk as custodian for Jordan Smith 130 shares; John Chymboryk
as custodian for Jennifer Smith 130 shares.

(4)  Kip Eardley is considered to be the beneficial owner of 8,747,540 shares.  The shares are held as follows:  Kip Eardley
225,000 shares; EFI Limited (a company owned and controlled by Mr. Eardley) 8,121,857 shares; Capital Holdings (an
entity 50% owned and controlled by Mr. Eardley) 400,000 shares; Kip Eardley as custodian for James Eardley 130 shares;
Kip Eardley as custodian for Christopher Eardley 130 shares; Kip Eardley as custodian for Michelle Eardley 130 shares;
Ronda Eardley (wife of Kip Eardley) 163 shares; Kip Eardley as custodian for Stephani Eardley 130 shares.

(5)  Faithill Investments Limited is owned 100% by Sun Media Group, Inc.

(6)  Mr. Pang Gang is the sole shareholder of Asia East Investments Limited and as such, is considered to have beneficial
ownership of the 92,000,000 shares held in the name of Asia East Investments Limited.

**Item 12. Certain Relationships and Related Transactions.**

The Company paid rental expenses of $12,894 to China Communications Network, an entity owned and controlled by
William Fisher, for the year ended December 31, 2002.

During October 2002, the Company entered into an agreement with Mr. William Fisher, a former officer and director and
current shareholder, whereby Mr. Fisher acquired all assets and liabilities of the Company except for the $4,000,000
convertibles notes and the Sun film library rights.  In exchange the Company paid Mr. Fisher $1,000,000 and issued
50,853,000 shares of restricted common stock.  The stock was valued at $.05 per share for a total value of approximately
$2,542,650.

In October 2001, John Chymboryk, a shareholder and past officer and director of the Company, advanced $50,000 to the
Company.  No interest accrued and the advance was to be repaid by December 31, 2001. The advance was subsequently
repaid during 2002.

**Item 13. Exhibits and Reports on Form 8-K.**

**Exhibits**

|**Exhibit Number** | **Title**                                                                                          | **Location**
|------------------ | -------------------------------------------------------------------------------------------------- | ------------
|10.1               | Convertible Promissory Note
($1,000,000)                                                           | Attached    
|10.2               | Convertible Promissory Note
($3,000,000)                                                           | Attached    
|10.3               | Registration Rights Agreement                                                                      | Attached    
|10.4               | Letter of Understanding                                                                            | Attached    
|99.1               | Certification of Chief Executive
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002         | Attached    
|99.2               | Certification of Chief Financial Officer
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 | Attached    

**Reports on Form 8-K**

On October 9, 2002 the Company filed a report on Form 8-K reporting a name change from GTM Holdings, Inc. to Asia
Premium Television Group, Inc., an increase in the authorized capital to 850,000,000 shares and a change of address to
Suite 308, Marina Gardens, Avenida da Amizade 876, Macau, SAR..

On November 15, 2002, the Company filed a Form 8-K reporting a change in control and acquisition of assets and
identified new directors.

On December 20, 2002, the Company filed a Form 8-K reporting a change in the Company's certifying accountant.

On January 8, 2003, the Company filed a Form 8-K reporting the acquisition of assets.

On January 29, 2003, the Company filed a Form 8-K reporting changes in registrant's certifying accountant and other
events describing the dispute with our former auditor and corrective action being taken by the Company.

On January 31, 2003, the Company filed a Form 8-K/A amending the January 29, 2003 Form 8-K with additional
information.

On February 26, 2003, the Company filed a Form 8-K reporting changes in registrant's certifying accountant to identify the
Company's newly appointed auditor and to further describe corrective action being taken by the Company.

**Item 14. Controls and Procedures**

Within the 90-day period prior to the date of this report, we evaluated the effectiveness and operation of our disclosure
controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based on that evaluation, our
Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are
effective.  There have been no significant changes in internal controls or other factors that could significantly affect internal
controls subsequent to the date we carried out our evaluation.  To help ensure the effectiveness of our disclosure controls
and procedures, we have recently adopted a Code of Ethics and Business Conduct that is attached as an exhibit to this
report.

**SIGNATURES**

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

**ASIA PREMIUM TELEVISION GROUP, INC.**

|Date: May 20, 2003 | /s/ Yin Jian Ping      
|------------------ | -----------------------
|                   | Yin Jian Ping          
|                   | Chief Executive Officer
|Date: May 20, 2003 | /s/ Stanley R. Goss    
|                   | Stanley R. Goss        
|                   | Chief Financial Officer

In accordance with 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.

|Date: May 20, 2003  | /s/   Yin Jian Ping  
|------------------- | ---------------------
|                    | Yin Jian Ping        
|                    | Director             
|Date: May 20, 2003  | /s/   Stanley R. Goss
|                    | Stanley R. Goss      
|                    | Director             
|Date: May 20, 2003  | /s/   Lie Jie        
|                    | Lie Jie              
|                    | Director             
|Date: May 20, 2003  | /s/   Pang Gang      
|                    | Pang Gang            
|                    | Director             
|Date: May 20, 2003  | /s/   Jiang Qiang    
|                    | Jiang Qiang          
|                    | Director             
|Date: May 20, 2003  | /s/   Zhang Qiu Fang 
|                    | Zhang Qiu Fang       
|                    | Director             
|Date:  May 20, 2003 | /s/   Li Lu Ke       
|                    | Li Lu Ke             
|                    | Director             
|Date: May 20, 2003  | /s/    Gong Yan      
|                    | Gong Yan             
|                    | Director             
|Date: May 20, 2003  | /s/   Cui Hong       
|                    | Cui Hong             
|                    | Director             

**Certification Pursuant to 18 U.S.C. Section 1350, As Adopted**

**Section 302 of The Sarbanes-Oxley Act of 2002**

I, Yin Jian Ping, the Chief Executive Officer of Asia Premium Television Group, Inc. (the "Company"), certify that:

1. I have reviewed this annual report on Form 10-KSB of the Company;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal controls; and

6. I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.

Date:  May 20, 2003     /s/ Yin Jian Ping

Yin Jian Ping

Chief Executive Officer

**Certification Pursuant to 18 U.S.C. Section 1350, As Adopted**

**Section 302 of The Sarbanes-Oxley Act of 2002**

I, Stanley R. Goss, the Chief Financial Officer of Asia Premium Television Group, Inc. (the "Company"), certify that:

1. I have reviewed this annual report on Form 10-KSB of the Company;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal controls; and

6. I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.

Date:  May 20, 2003     /s/ Stanley R. Goss

Stanley R. Goss

Chief Financial Officer

**ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**INDEX**

**PAGE**



|Independent Auditors' Report                                                                                                                                         | F-2    
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|****Balance Sheet, December 31, 2002                                                                                                                                 | F-3    
|Statements of Operations, for the years ended December 31,
2002 and 2001 and from the date of inception on May 23,
2001 through December 31, 2002                    | F-4    
|Statement of Stockholders' (Deficit), for the years ended
December 31, 2002 and 2001 and from the period date of
inception on May 23, 2001 through December 31, 2002 | F- 5,6 
|Statements of Cash Flows, for the years ended December
31, 2002 and 2001 and from the date of inception on May
23, 2001 through December 31, 2002                    | F- 7,8 
|Notes to Financial Statements                                                                                                                                        | F- 9-21

**INDEPENDENT AUDITORS' REPORT**

Board of Directors

**ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES**

**(Formerly GTM Holdings, Inc.)**

(A Development Stage Company)

Salt Lake City, Utah

We have audited the accompanying consolidated balance sheet of Asia Premium Television Group, Inc. and Subsidiaries
(formerly GTM Holdings, Inc.) (A development stage company) at December 31, 2002, and the related consolidated
statements of operations, stockholders' (deficit) and cash flows for the years ended December 31, 2002 and 2001 and from
the date of inception on May 23, 2001 through December 31, 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements audited by us present fairly, in all material respects, the financial position of Asia
Premium Television Group, Inc.and subsidiaries (formerly GTM Holdings, Inc.) (A development stage company) as of
December 31, 2002 and the results of its operations and its cash flows for the years ended December 31, 2002 and 2001 and
from the date of inception on May 23, 2001 through December 31, 2002 in conformity with generally accepted accounting
principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As
discussed in Note 11 to the financial statements, the company has no on-going operations, has incurred substantial losses
since its inception, has liabilities in excess of assets and does not have sufficient working capital. These factors raise
substantial doubt about its ability to continue as a going concern.  Management's plans in regards to these matters are also
described in Note 11. The financial statements do not include any adjustments that might result from the outcome of these
uncertainties.

/s/Pritchett, Siler & Hardy, P.C.

April 14, 2003

Salt Lake City, Utah

**ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**CONSOLIDATED BALANCE SHEET**



|**ASSETS**                                                                                       | **December 31,**
|------------------------------------------------------------------------------------------------ | ----------------
|                                                                                                 | 2002            
|**CURRENT ASSETS:**                                                                              |                 
|Cash                                                                                             | $ -             
|                                                                                                 | ___________     
|Total Current Assets                                                                             | -               
|                                                                                                 | ___________     
|                                                                                                 | $ -             
|                                                                                                 | ___________     
|**LIABILITIES AND STOCKHOLDERS' (DEFICIT)**                                                      |                 
|**CURRENT LIABILITIES:**                                                                         |                 
|Accounts payable                                                                                 | $ 2,510         
|Accrued expenses                                                                                 | 17,419          
|Convertible notes payable                                                                        | 4,000,000       
|                                                                                                 | ___________     
|Total Current Liabilities                                                                        | 4,019,929       
|                                                                                                 | ___________     
|**STOCKHOLDERS' (DEFICIT):**                                                                     |                 
|Common stock, $.001 par value, 850,000,000 shares
authorized, 812,185,689 issued and outstanding | 812,186         
|Capital in excess of par value                                                                   | 52,945,525      
|Retained (deficit)                                                                               | (8,677,640)     
|                                                                                                 | ___________     
|                                                                                                 | 45,080,071      
|Less: stock subscription receivable                                                              | (49,100,000)    
|                                                                                                 | ___________     
|Total Stockholders' (Deficit)                                                                    | (4,019,929)     
|                                                                                                 | ___________     
|****                                                                                             | $ -             
|                                                                                                 | ___________     

The accompanying notes are an integral part of this financial statement.

**ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**CONSOLIDATED STATEMENTS OF OPERATIONS**



|                                                         | **For the Year Ended** | **For the Year Ended** | **From the date of Inception
on May 23, 2001 through**
|-------------------------------------------------------- | ---------------------- | ---------------------- | ------------------------------------------------------
|                                                         | December 31,           | December 31,           | December 31,                                          
|                                                         | 2002                   | 2001                   | 2002                                                  
|**REVENUE**                                              | $ -                    | $ -                    | $ -                                                   
|                                                         | __________             | __________             | __________                                            
|**EXPENSES:**                                            |                        |                        |                                                       
|General and administrative                               | 596,206                | 1,340,723              | 1,936,929                                             
|Management compensation                                  | 36,702                 | 699,500                | 736,202                                               
|Excess payment over basis of
Film library asset acquired | -                      | 3,000,000              | 3,000,000                                             
|                                                         | __________             | __________             | __________                                            
|Total Expenses                                           | 632,908                | 5,040,223              | 5,673,131                                             
|                                                         | __________             | __________             | __________                                            
|**LOSS FROM
OPERATIONS**                                 | (632,908)              | (5,040,223)            | (5,673,131)                                           
|                                                         | __________             | __________             | __________                                            
|**OTHER INCOME
(EXPENSE):**                              |                        |                        |                                                       
|Gain from forfeit of deposit
received                    | -                      | 30,000                 | 30,000                                                
|(Loss) on disposal of assets                             | (3,034,783)            | -                      | (3,034,783)                                           
|Miscellaneous items                                      | -                      | 274                    | 274                                                   
|                                                         | __________             | __________             | __________                                            
|Total Other Income
(Expense)                             | (3,034,783)            | 30,274                 | (3,004,509)                                           
|                                                         | __________             | __________             | __________                                            
|**LOSS BEFORE INCOME
TAXES**                             | (3,667,691)            | (5,009,949)            | (8,677,640)                                           
|**CURRENT INCOME
TAXES**                                 | -                      | -                      | -                                                     
|**DEFERRED INCOME
TAX**                                  | -                      | -                      | -                                                     
|                                                         | __________             | __________             | __________                                            
|**NET INCOME (LOSS)**                                    | $ (3,667,691)          | $ (5,009,949)          | $ (8,677,640)                                         
|                                                         | __________             | __________             | __________                                            
|**LOSS PER SHARE:**                                      | $ (.02)                | $ (1.59)               | $ (.06)                                               
|                                                         | __________             | __________             | __________                                            

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

**ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)**



|                                                                                                                                                                                         | **Common Stock** | ****       | **Capital in Excess
of Par Value** | **Stock
Subscription
Receivable** | **Deficit
Accumulated
During the
Development
Stage**
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | ---------- | ---------------------------------- | --------------------------------- | ----------------------------------------------------
|                                                                                                                                                                                         | **Shares**       | **Amount** | ****                               | ****                              | ****                                                
|**BALANCE**,  May
23, 2001                                                                                                                                                               | 450,000          | $ 450      | $ (450)                            | $ -                               | $ -                                                 
|Recapitalization of
American Overseas
Investment
Company and
GTM Holdings Inc.
in a manner  similar
to a reverse
purchase, June 12,
2001                                                 | 188,934          | 189        | 4,322                              | -                                 | -                                                   
|Issuance of
fractional shares
pursuant to 1 for 20
reverse stock split,
September 2001                                                                                                   | 5                | -          | -                                  | -                                 | -                                                   
|Issuance of
common stock for
consulting services
rendered by
shareholders and
former officers of
the Company,
September 2001                                                             | 400,000          | 400        | 39,600                             | -                                 | -                                                   
|Issuance of stock to
employees for
accrued payroll at
$.16 per share,
September 2001                                                                                                     | 288,750          | 289        | 45,911                             | -                                 | -                                                   
|Cancellation of
62,500 shares
previously
accounted for as
issued to an
employee but stock
certificates were
never delivered and
the shares were
subsequently
cancelled prior to
delivery | (62,500)         | (62)       | (9,937)                            | -                                 | -                                                   
|Issuance of
common stock to
an officer / director
for  payment of
accrued payroll,
September 2001 at
$.16 per share                                                                      | 270,000          | 270        | 42,930                             | -                                 | -                                                   
|Issuance of
common stock in
payment of legal
services at $.10 per
share                                                                                                                  | 25,000           | 25         | 2,475                              | -                                 | -                                                   
|Issuance of
common stock for
services rendered
by consultants and
other professionals
at $.10 per share,
September 2001                                                                  | 450,000          | 450        | 44,550                             | -                                 | -                                                   

[Continued]

**ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)**

**[Continued]**



|                                                                                                                                                                                         | **Common Stock** | ****       | **Capital in Excess
of Par Value** | **Stock
Subscription
Receivable** | **Deficit
Accumulated
During the
Development
Stage**
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | ---------- | ---------------------------------- | --------------------------------- | ----------------------------------------------------
|                                                                                                                                                                                         | **Shares**       | **Amount** | ****                               | ****                              | ****                                                
|Issuance of
common stock to
an entity related to
an officer / director
for services related
to finding,
negotiating and
assigning the
Telesat agreement,
October  2001 at
$.10 per share | 5,550,000        | 5,550      | 549,450                            | -                                 | -                                                   
|Net loss for the
year ended
December 31, 2001                                                                                                                                            | -                | -          | -                                  | -                                 | (5,009,949)                                         
|                                                                                                                                                                                         | __________       | __________ | __________                         | __________                        | __________                                          
|**BALANCE,**
December 31, 2001                                                                                                                                                           | 7,560,189        | 7,560      | 718,851                            | -                                 | (5,009,949)                                         
|Issuance of
common stock to
consultants For
services valued at
$275,700, or $.10
per share, June
2002                                                                                    | 2,757,000        | 2,757      | 272,943                            | -                                 | -                                                   
|Issuance of
common stock for
cash at Prices
ranging from $.08
to $.18 per share,
June 2002                                                                                               | 1,015,500        | 1,015      | 111,935                            | -                                 | -                                                   
|Issuance of
common stock
related to a
proposed business
acquisition at an
agreed valued of
$31,500,000, or
$.07 per share,
September 2002                                                | 450,000,000      | 450,000    | 31,050,000                         | (30,500,000)                      | -                                                   
|Issuance of
common stock
related to a
proposed business
acquisition at an
agreed valued of
$18,600,000, or
$.062 per share,
September 2002                                               | 300,000,000      | 300,000    | 18,300,000                         | (18,600,000)                      | -                                                   
|Issuance of
common stock to
an officer of the
Company for
assuming assets,
liabilities and
indemnifying the
Company against
possible future
claims, October
2002                         | 50,853,000       | 50,853     | 2,491,797                          | -                                 | -                                                   
|Net loss for the
year ended
December 31, 2002                                                                                                                                            | -                | -          | -                                  | -                                 | (3,667,691)                                         
|                                                                                                                                                                                         | __________       | __________ | __________                         | __________                        | __________                                          
|**BALANCE,**
December 31, 2002                                                                                                                                                           | 812,185,689      | $ 812,185  | $ 52,355,022                       | $ (49,100,000)                    | $ (8,677,640)                                       
|                                                                                                                                                                                         | __________       | __________ | __________                         | __________                        | __________                                          

The accompanying notes are an integral part of this financial statement .

**ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**CONSOLIDATED STATEMENTS OF CASH FLOWS**



|                                                                            | **For the Year Ended** | **For the Year Ended** | **From the date of Inception
on May 23, 2001 through**
|--------------------------------------------------------------------------- | ---------------------- | ---------------------- | ------------------------------------------------------
|                                                                            | **December 31,**       | **December 31,**       | **December 31,**                                      
|                                                                            | **2002**               | **2001**               | **2002**                                              
|**Cash Flows from Operating
Activities:**                                   |                        |                        |                                                       
|****Net income (loss)                                                       | $ (3,667,691)          | $ (5,009,949)          | $ (8,677,640)                                         
|Adjustments to reconcile net
loss to net cash used by
operating activities: |                        |                        |                                                       
|Non-cash expense                                                            | 275,700                | 721,900                | 997,600                                               
|Excess payment over basis
of film library asset acquired                    | -                      | 3,000,000              | 3,000,000                                             
|Loss on disposal of assets
and liabilities to related party                 | 3,034,783              | -                      | 3,034,783                                             
|Changes in assets and
liabilities:                                          |                        |                        |                                                       
|(Increase) decrease in
prepaid expense                                      | 8,757                  | (5,000)                | 3,757                                                 
|(Increase) decrease in other
assets                                         | 85,571                 | -                      | 85,571                                                
|Increase (decrease) in
accounts payable                                     | 99,894                 | 170,928                | 270,822                                               
|Increase (decrease) in
accrued expenses                                     | 17,419                 | 56,555                 | 73,974                                                
|Increase (decrease) in related
party payable                                | (967,674)              | (1,065,857)            | (2,033,531)                                           
|                                                                            | __________             | __________             | __________                                            
|Net Cash (Used) by
Operating Activities                                     | (1,113,241)            | 291                    | (1,112,950)                                           
|                                                                            | __________             | __________             | __________                                            
|**Cash Flows from Investing
Activities:**                                   | -                      | -                      | -                                                     
|                                                                            | __________             | __________             | __________                                            
|Net Cash (Used) by Investing
Activities                                     | -                      | -                      | -                                                     
|                                                                            | __________             | __________             | __________                                            
|**Cash Flows from Financing
Activities:**                                   |                        |                        |                                                       
|Proceeds from sale of
common stock                                          | 1,112,950              | -                      | 1,112,950                                             
|                                                                            | __________             | __________             | __________                                            
|Net Cash Provided by
Financing Activities                                   | 1,112,950              | -                      | 1,112,950                                             
|                                                                            | __________             | __________             | __________                                            
|**Net Increase (Decrease) in
Cash**                                         | (291)                  | 291                    | -                                                     
|**Cash at Beginning of Period**                                             | 291                    | -                      | -                                                     
|                                                                            | __________             | __________             | __________                                            
|**Cash at End of Period**                                                   | $ -                    | $ 291 $ -              |                                                       
|                                                                            | __________             | __________             | __________                                            

[Continued]

**ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**CONSOLIDATED STATEMENTS OF CASH FLOWS**



|                                                       | **For the Year Ended** | **For the Year Ended** | **From the date of Inception
on May 23, 2001 through**
|------------------------------------------------------ | ---------------------- | ---------------------- | ------------------------------------------------------
|                                                       | **December 31,**       | **December 31,**       | **December 31,**                                      
|                                                       | **2002**               | **2001**               | **2002**                                              
|**Supplemental Disclosures of
Cash Flow Information:** |                        |                        |                                                       
|****Cash paid during the period
for:                   |                        |                        |                                                       
|****Interest                                           | $ -                    | $ -                    | $ -                                                   
|****Income taxes                                       | $ -                    | $ -                    | $ -                                                   

**Supplemental Schedule of Noncash Investing and Financing Activities:**

For 2002:

The Company issued 450,000,000 shares of common stock for $1,000,000 cash and $30,500,000 in stock subscription
receivable for a total of $31,500,000, or $.07 per share.

The Company issued 300,000,000 shares of common stock for $18,600,000 in stock subscription receivable, or $.06 per
share.

The Company issued 2,757,000 shares of common stock for services valued at 275,700, or $.10 per share.

The Company issued 50,853,000 shares of common stock valued at $2,542,650, or $.05 per share and also paid $1,000,000
to a shareholder/former officer/director for the individual assuming all assets and debts of the Company through October
2002. These transactions resulted in a loss of $3,034,783.

For 2001:

The Company effected a 1-for-20 reverse split, September 2001.

The Company issued 5 shares of common stock as rounding shares, September 2001.

The Company issued 496,250 shares of common stock to employees for services valued at $79,400, or $.16 per share,
September 2001.

The Company issued 875,000 shares of common stock to consultants for services valued at $87,500, or $.10 per share,
September 2001.

The Company issued 5,550,000 shares of common stock to a shareholder/former officer/director for services valued at
$555,000, or $.10 per share, September 2001.

The Company issued 188,934 shares to acquire subsidiary, June 2001.

The Company issued 450,000 shares of common stock as founder shares in May 2001.

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

**ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**Organization -** Asia Premium Television Group, Inc. (formerly GTM Holdings, Inc.) was organized under the laws of the
State of Nevada on September 21, 1989. On September 9, 2002 the name was changed to Asia Premium Television Group,
Inc. and on May 22, 2000, the Company changed their name to GTM Holdings, Inc. Asia Premium Television Group, Inc.
("Parent") was originally formed to purchase, merge with or acquire any business or assets which management believed had
potential for being profitable. Parent entered into a stock for stock acquisition with American Overseas Investment
Company ("AOI") during June 2001 in a transaction that has been accounted for as a recapitalization of AOI in a manner
similar to a reverse purchase [See Note 2]. Parent has subsequently entered into additional business acquisitions during
2003.

American Overseas Investment Company ("AOI") was formed in Macau, SAR, China on May 23, 2001.

Asia Premium Television Group, Inc. ("APTV-BVI") was formed on December 28, 2002, as a British Virgin Island
Company.

**Consolidation** - The financial statements include the accounts of Parent and AOI and APTV-BVI ("The Company"). All
intercompany balances and transactions between the parent and subsidiaries have been eliminated in consolidation.

**Minority ownership -**AOI was organized on May 23, 2001 in Macau, SAR, China. As required by government
regulations, a Macau company must have at least one percent ownership by a Macau resident. Currently, a
shareholder/former officer/director is a one percent owner of AOI, with the Company owning ninety-nine percent.

**Change in control -**In September 2002, the Company issued a total of 750,000,000 shares of common stock for the
acquisition of subsidiaries. After these issuances, the prior shareholders held around 1.4% of the issued and outstanding
shares of the Company. A change in control will occur as a result of these issuances.  However, the acquisition
contemplated by these stock issuances are still pending and have not yet been finalized.

**Development Stage** - The Company is considered to be a development stage company as defined in SFAS no. 7.

**Accounting Estimates** - The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that effect the reported amounts of assets and
liabilities, the disclosures 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 estimated by
management.

**Cash and Cash Equivalents** - For purposes of the statement of cash flows, the Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash equivalents.

**ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**

**Property and Equipment**- Property and equipment is stated at cost. Expenditures for major renewals and betterments that
extend the useful lives of property and equipment are capitalized, upon being placed in service. Expenditures for
maintenance and repairs are charged to expense as incurred. Depreciation of equipment is computed for financial statement
purposes on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over
the lease period or the estimated useful life of the improvements.

**Intangible Assets -**Intangible****assets, including rights to film libraries, are recorded at the lower of cost or fair value, with
carryover basis for assets acquired from related parties recognized as cost.

**Income Taxes** - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes."  This statement requires an asset and liability approach for accounting for income
taxes.

[See Note 9]

**Foreign currency translation policy -**The translations of the functional currency financial statements of subsidiaries into
United States reporting currency dollars are performed for assets and liabilities denominated in foreign currencies into U.S.
dollars using the closing exchange rates in effect at the balance sheet dates. The gains or losses resulting from translation
are included in stockholders' equity separately as cumulative transaction adjustments when material.

Transaction gains and losses are included in the determination of net loss for the period. For revenues and expenses, the
average exchange rate during the year was used to translate Hong Kong dollars and Macau Patacas into U.S. dollars.

AOI's functional currency is the Macau SAR Pataca ("MOP"). ASTV-BVI's functional currency is the Hong Kong SAR
Dollar ("HKD").

**Earnings (Loss) Per Share** - The Company accounts for earnings per share in accordance with Statement of Financial
Accounting Standards (SFAS) No. 128 "Earnings Per Share", which requires the Company to present basic earnings (loss)
per share and dilutive earnings (loss) per share when the effect is dilutive.  [See Note 15]

**Revenue Recognition** - The Company has not yet generated any revenue from its planned operations.

**Stock Based Compensation** - The Company accounts for its stock based compensation in accordance with Statement of
Financial Accounting Standard 123  "Accounting for Stock-Based Compensation". This statement establishes an
accounting method based on the fair value of equity instruments awarded to employees as compensation. However,
companies are permitted to continue applying previous accounting standards in the determination of net income with
disclosure in the notes to the financial statements of the differences between previous accounting measurements and those
formulated by the new accounting standard. The Company has adopted the disclosure only provisions of SFAS No. 123,
accordingly, the Company has elected to determine net income using previous accounting standards. Stock issued to
non-employees is valued based on the fair value of the services received or the fair value of the stock given up.

**ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**

**Recently Enacted Accounting Standards -**Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations", SFAS No. 142, "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset Retirement
Obligations", SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", SFAS No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections",
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", SFAS No. 147, "Acquisitions of
Certain Financial Institutions - an Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9", and
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FASB
Statement No. 123", were recently issued.  SFAS No. 141, 142, 143, 144, 145, 146, 147 and 148 have no current
applicability to the Company or their effect on the financial statements would not have been significant.

**NOTE 2 - BUSINESS ACQUISITION - AOI**

On June 12, 2001, Parent issued 450,000 shares of common stock to acquire ninety-nine percent of the outstanding shares
of AOI in a stock for stock exchange. The shares issued to the shareholders of AOI were greater than the existing
outstanding shares held by the shareholders of Parent thus resulting in a change of control of Parent. Accordingly, the
acquisition has been accounted for as a recapitalization of AOI in a manner similar to a reverse acquisition. The
consolidated financial statements include the activity of AOI from its inception but only include the activity of Parent since
the date of acquisition.

**NOTE 3 - FILM LIBRARY, PROPERTY AND EQUIPMENT**

Upon its inception, AOI acquired certain assets from its majority shareholders, or entities related to them, for debt and AOI
common stock. A film library was acquired for debt of $918,000 and for common stock of AOI. AOI also acquired some
office equipment, receivables and other assets held for sale from a related entity by agreeing to pay $78,201. These assets
have all been recorded at a zero basis as the carryover over basis of the related parties was zero. The film library acquired
from the related party includes rights to certain Infomercials, Color and B Roll and Primetime Series.  Management had
planned to perfect these rights for use in the Chinese market place and to generate revenues by providing media to
television channels and networks. However, the Company was never able to perfect the rights and eventually disposed of
the assets. The Company had attempted to sell some of these assets through the use of advertisements on home shopping
television.  The remainder of the assets were subsequently disposed of through an agreement with a former officer/director
and shareholder.  [See Notes 10 and 12].

**ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE 3 - FILM LIBRARY, PROPERTY AND EQUIPMENT (Continued)**

During September 2001 Parent entered into a film rights license agreement with Sun Television Cybernetworks Holding
Ltd. ("Sun") for $3,000,000 in convertible notes payable [See Note 6]. The note payable was convertible into 150,000
shares of common stock at an agreed upon price of $20 per share. In December 2001, the Company renegotiated the terms
of the agreement to convert the note payable into 261,838 shares of common stock at an agreed upon price of $11.466 per
share.  The note does not provide for interest nor does it provide for any repayment terms other than by conversion into
common stock.  The film rights license is unlimited and non-exclusive as to the use of the productions in the film library
for purposes of editing, adapting, altering, etc.  to produce re-edited works. The original works remain the property of Sun
while the re-edited works become the property of the Company. Sun warrants that it is the sole owner, controller or licensee
of all copyright or other rights with respect to the film library and that it is entitled and authorized to grant the license and
rights under this agreement. The convertible note payable, as amended, also contains a contingency to issue additional
common shares if the market value stock price is below $11.466 per share when the converted shares are subsequently sold.
The license agreement has been recorded at a zero basis because the company cannot estimate when or if it will be able to
generate any revenues from the license agreement.

**NOTE 4 - BROADCAST FACILITIES AND PRODUCTION AGREEMENT**

During October 2001, Parent entered into a Production and Broadcasting Purchase Agreement with Sun Television
Cybernetworks Holdings LTD. ("Sun"). The agreement gives the Company non-exclusive access rights for three years to
use the production facilities and production equipment of Sun and access to use Sun employees to operate and assist, until
such time as the sum of $1,000,000 of relevant charge-out rates has been reached.  Sun is also granting airtime on the Sun
TV Channel for three years from the commencement of broadcasting (but not commencing later than November 30, 2001).
This agreement also requires Sun to assist the Company in procuring six hours of broadcast time daily on Macau TV. In
consideration of the agreement the Company has issued a $1,000,000 convertible note as payment [See Note 6].  The
convertible note was convertible into 50,000 shares of common stock at $20 per share. In December 2001, the Company
renegotiated the terms of the agreement to convert the note payable into 87,217 shares of common stock at an agreed upon
price of $11.466 per share.  The note does not provide for any interest nor does it provide for any repayment terms except
by conversion into common stock. Parent has also agreed to pay Sun 10% of all revenues generated from the utilization of
the broadcast time.  The convertible note, as amended, contains a contingency to issue additional common shares if the
market value stock price is below $11.466 per share when the converted shares are subsequently sold. This prepaid usage of
the production facilities and equipment will be accounted for as an other asset in the amount of $1,000,000, which will
decrease as usage of the facilities and airtime occurs. This agreement and underlying asset were subsequently sold to a
related party [See Note 10].

**ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE 5 - BROADCASTING RIGHTS**

During October 2001, Parent issued 5,550,000 shares of common stock to American Overseas Real Estate Company Ltd.
("AORE"), an entity related to an officer, director and majority shareholder of the Company, in exchange for assignment to
the company of a license for broadcasting rights and usage of a dedicated cable channel and uplink service from the earth
station located on Coloane Island, Macau. The term of the license is for six months and provides for a fee of $60,000. The
license provided for a $30,000 payment upon commencement (for the first 3 months) with the remainder to be paid at a rate
of $10,000 per month for months four through six. All amounts due under the agreement were to be paid by the company.
The value of the common shares issued, $550,000, has been expensed.

**NOTE 6 - CONVERTIBLE NOTES PAYABLE**

The Company issued a convertible note payable on September 26, 2001 in the amount of $3,000,000 to acquire a film
rights license from Sun Television Cybernetworks Holding Ltd. ("Sun").  The note payable was convertible into 150,000
shares of common stock at an agreed upon price of $20 per share.  In December 2001, the Company renegotiated the terms
of the agreement to convert the note payable into 261,838 shares of common stock at an agreed upon price of $11.466 per
share.  The note payable does not provide for interest nor does it provide for any repayment terms other than by conversion
into common stock.  The convertible note payable also contains a contingency to issue additional common shares if the
market value stock price is below $11.466 per share when the converted shares are subsequently sold.  [See Note 3]

The company issued a convertible note payable on October 12, 2001 in the amount of $1,000,000 to acquire non-exclusive
access rights for three years to use the production facilities and production equipment of Sun and access to use Sun
employees to operate and assist, until such time as the sum of $1,000,000 of relevant charge-out rates has been reached.
Sun is also granting airtime on the Sun TV Channel for three years from the commencement of broadcasting (but not
commencing later than November 30, 2001). The note payable was convertible into 50,000 shares of common stock at an
agreed upon price of $20 per share. In December 2001, the Company renegotiated the terms of the agreement to convert the
note payable into 87,217 shares of common stock at an agreed upon price of $11.466 per share.  The note payable does not
provide for interest nor does it provide for any repayment terms other than by conversion into common stock. The
convertible note payable also contains a contingency to issue additional common shares if the market value stock price is
below $11.466 per share when the converted shares are subsequently sold.  [See Note 4]

**NOTE 7 - RELATED PARTY NOTE PAYABLE**

A shareholder of the Company advanced $50,000 to the Company pursuant to a note payable dated October 30, 2001. The
Note was to be repaid by December 31, 2001, but was repaid during 2002.  The note did not accrue any interest.

**ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE 8 - CAPITAL STOCK**

**Common stock -**The Company has authorized 850,000,000 shares of common stock, $.001 par value. On September 19,
2002, the Company increased it authorized shares from 25,000,000 to 850,000,000. In Feburary 2003, the Company's
Board of Director's approved an increase in the Company's authorized shares to 1,350,000,000. Subsequent to December
31, 2002, the Company's Board of Director's approved an increase in authorized shares of common stock to 1,750,000,000
shares. At December 31, 2002, the Company had 811,835,689 shares issued and outstanding.

**Common stock issuances -** The Company issued 50,853,000 shares of common stock to a shareholder/former
officer/director for services valued at $2,542,650, or $.05 per share, October 2002.

The Company issued 300,000,000 shares of common stock for stock subscription recievables of $18,600,000 related to a
proposed business acquisition. The total of $18,600,000 was at $.06 per share, September 2002. [See Note 13]

The Company issued 450,000,000 shares of common stock for $1,000,000 cash and stock subscription receivables of
$30,500,000 related to a proposed business acquisition. The total of $31,500,000 was at $.07 per share, September 2002.
[See Note 13]

The Company issued 1,015,500 shares of common stock for $112,950, at prices ranging from $.08 to $.18 per share, June
2002

The Company issued 2,757,000 shares of common stock for services valued at $275,700, or $.10 per share, June 2002.

During October 2001, the Company issued 5,550,000 shares of common stock to an entity related to an officer, director and
majority shareholder of the company in exchange for the assignment of a broadcasting agreement.  The shares were valued
at $.10 per share.

During September 2001, the Company issued a total of 450,000 shares of common stock to various consultants for services
rendered. The shares were valued at $.10 per share.

During September 2001, the Company issued 25,000 shares of common stock in payment of legal fees.  The shares were
valued at $.10 per share.

On September 21, 2001 the Company issued 270,000 shares of common stock to an officer/director for services rendered
valued at $43,200 or $.16 per share.

On September 21, 2001 the Company issued 288,750 shares of common stock to employees for services rendered valued at
$46,200 or $.16 per share.  One certificate for 62,500 shares was held by the Company and never delivered and was
eventually cancelled during 2002.   Accordingly, 62,500 shares of common stock has been accounted for as though it were
cancelled in 2001.

On September 21, 2001 the Company issued 400,000 shares of common stock to an entity related to shareholders of the
Company for consulting services rendered.  The shares were issued at $.10 per share.

**ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE 8 - CAPITAL STOCK [Continued]**

On June 12, 2001 Parent acquired AOI through the issuance of 450,000 shares of common stock. At the time of issuance,
Parent had 188,934 shares of common stock issued and outstanding. The acquisition was accounted for as a recapitalization
of AOI in a manner similar to a reverse acquisition.  [See Note 2]

**Stock split -**In September 2001, the Company effected a 20-for-1 reverse stock split. In connection with the reverse split,
the Company issued 5 shares of common stock due to rounding.

**Stock held by the Company -**The Company's board of directors authorized the issuance of 350,000 shares of common
stock related to a consulting agreement. The stock certificate has been prepared, but is held by the Company with no
immediate date of delivery anticipated.

**Warrants/Options -**The Company has no warrants/options issued and outstanding as of December 31, 2002 and 2001.

**2001Stock Plan -** During 2001, the Board of Directors adopted a Stock Plan ("Plan"). Under the terms and conditions of
the Plan, the board is empowered to grant stock options to employees, consultants, officers, and Board of Directors of the
Company.  Additionally, the Board will determine at the time of granting the vesting provisions and whether the options
will qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code (Section 422 provides certain tax
advantages to the employee recipients). The Plan was approved by the shareholders of the Company on September 15,
2001.  The total number of shares of common stock available under the Plan may not exceed 2,000,000. At December 31,
2002 and 2001, no options were granted under the Plan.

**Anti-dilution clause -**The Company entered into an agreement with a shareholder/former officer/director in which the
shareholder acquired all assets and liabiltities of the Company as of October 22, 2002 in exchange for $1,000,000 cash and
50,853,000 shares of common stock. The shareholder also received a anti-dilution clause for a period of one year. For any
issuances of common stock by the Company, the shareholder is to receive a seven percent (7%) issuance of common stock
for a period of one year.

**ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE 9 - INCOME TAXES**

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" which requires the liability approach for the effect of income taxes.

The Company has available at December 31, 2002, unused operating loss carryforwards of approximately $0, which may
be applied against future taxable income and which expire in various years through 2023. As substantial changes in the
Company's ownership has occured, there is an annual limitation on the amount of net operating loss carryforwards which
can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax
purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the
effects of which cannot be determined.  Because of the uncertainty surrounding the realization of the loss carryforwards the
Company has established a valuation allowance equal to the tax effect of the loss carryforwards at December 31, 2002 and,
therefore, no deferred tax asset has been recognized for the loss carryforwards.  The change in the valuation allowance is
approximately $0 and $0 for 2002 and 2001, respectively.

**NOTE 10 - RELATED PARTY TRANSACTIONS**

**Management Compensation -**For the year ened December 31, 2002, the Company expensed $17,409 for services by a
shareholder/former officer/director. During 2001, the Company issued 270,000 shares of common stock to the shareholder
for services rendered valued at $43,200 or $.16 per share. The Company also paid cash compensation of $101,300 to the
shareholder during 2001.

**Office Space** - The Company paid rent to use the office space of an entity related to an officer of the Company. The
monthly rent was approximately $1,641. The total amount of rent paid under this arrangement during 2002 and 2001 was
$12,894 and $10,665, respectively.

**Expenses Paid By Related Party -**An officer of the Company and entities related to him made advances and paid
expenses on behalf of the Company and the Company made advances and paid expenses on behalf of the officer and other
entities related to him.  These advances have been accounted for as advances to and from the officer. At December 31, 2002
and 2001, the Company owed the officer $0 and $1,065,857, repectively. The balances include amounts owed the officer
for assets acquired from him or from related entities.

**Assets acquired** - The Company has acquired various assets from an officer, director and shareholder of the Company
and/or from entities related to him.  [See Notes 3 and 5]

**Note payable** - A shareholder of the Company advanced $50,000 to the Company pursuant to a note payable arrangement.
[See Note 7]

**ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE 10 - RELATED PARTY TRANSACTIONS (Continued)**

**Asset Sale Agreement-**In October 2002, the Company issued a shareholder/former officer/director, 50,853,000 shares of
common stock valued at $5,085,300 and paid $1,000,000 in exchange for the shareholder/former officer; director
purchasing all assets and assuming all liabilities of the Company and indemifying the Company for all potential liabilities
through October 2002. This resulted in the Company recording a loss of $3,034,783 on disposal of assets and liabilities.

**NOTE 11 - GOING CONCERN**

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles,
which contemplate continuation of the Company as a going concern.  However, the Company has incurred losses since its
inception and has not yet been successful in establishing profitable operations. Further, the Company has current liabilities
in excess of current assets and has no working capital to pay its expenses.  These factors raise substantial doubt about the
ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary
additional funds not provided by operations through loans or through sales of its common stock or through a possible
business combination with another company.  There is no assurance that the Company will be successful in raising this
additional capital or achieving profitable operations.  The financial statement do not include any adjustments that might
result from the outcome of these uncertainties.

**NOTE 12 - COMMITMENTS AND CONTINGENCIES**

During 2002 and 2001, the Company entered into various consulting arrangements primarily related to potential funding to
assist the Company in pursuing its planned operations in television and media. A total of 53,260,000 and 850,000 shares of
common stock were issued to these consultants for services valued at $2,783,350 and $1,047,500 during 2002 and 2001,
respectively.

In May 2002, the Company entered into an agreement with a consultant, wherein the Company agreed to issue 350,000
shares of common stock. Although the Company had a stock certificate prepared, it had not yet been delivered to the
consultant as of December 31, 2002. The 350,000 shares of common stock are  reflected in the issued and outstanding share
totals at December 31, 2002.

The Company entered into an agreement with a shareholder/former officer/director in which the shareholder acquired all
assets and assumed all liabilities of the Company as of October 22, 2002 in exchange for the Company paying $1,000,000
cash and issuing 50,853,000 shares of common stock. The shareholder also received a anti-dilution clause for a period of
one year. For any issuances of common stock by the Company, the shareholder is to receive a seven percent (7%) issuance
of common stock for a period of one year.

During December 2001, the Company entered into a 90 day agreement to allow Acorn Venture Ltd. to arrange for
$2,000,000 in loans or investments for the Company.  A success fee agreement was signed to pay 5% of the gross amount
raised as commission.

**ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE 13 - PROPOSED ACQUISITIONS**

Commencing in approximately May 2002, the Company began negotiations to acquire various entities and assets in an
effort to better pursue its business plans.  In this connection, the Company agreed to sell substantially all its assets and the
related liabilities to an officer, director and majority shareholder of the Company.  The officer has indemnified the
Company from any liabilities resulting from the operations of the Company prior to the October 2002 closing date. The
Company did retain the obligation for $4,000,000 in convertible notes payable and did retain a license to use the film
library which had been purchased from Sun for a convertible note in the amount of $3,000,000. The Company did not
retain the prepaid usage rights which had been acquired from Sun pursuant to a facilities and production agreement.  The
asset sale was finalized during October 2002.  In consideration of the indemnification agreement and the transfer of assets
the Company issued 50,853,000 shares of common stock to paid $1,000,000 to the officer, director and majority
shareholder.

The Company entered into an acquisition agreement during October 2002 wherein the Company agreed to issued
450,000,000 shares of common stock in consideration for various assets valued $30,500,000 and cash of $1,000,000 for a
total of $31,500,000, or $.07 per share.  Although the Company issued the shares of common stock, the final consummation
of the acquisition has yet to occur and is expected to be finalized during 2003.  A subscription receivable has been recorded
for $31,500,000 less $1,000,000 which was subsequent received by December 31, 2001. The assets to be acquired were
originally to consist of the following:

1) Digital Cable Television Video-on-demand broadcasting rights for the PRC of 1459 titles of chinese films with a
remaining licensing period of at least 2 years,

2) Companies or assets worth RMD$8,500,000, which is approximately US$1,133,333.

3) Rights under a Revenue Sharing Content Distribution Agreement made with "Chinacast" in the PRC with not less than
9000 group subscribers, and

4) The rights under a Digital Cable Television Revenue-Sharing Content Distribution agreement to share not less than 25%
of the subscription revenue per month per subscriber in not less than 10 provinces or cities in the PRC for a period of not
less than 24 month.

The Company also agreed during October 2002, to issue 300,000,000 shares of common stock to Sun Media Group
Holdings LTD. for consideration expected to be valued at $18,600,000.  The consideration is to be paid through the transfer
of all shares of stock of certain companies, including: a)  Capital Channel Limited and b) Sun Television Cybernetworks
Trading Limited. Sun Television Cybernetworks Trading LTD owns 53.2% of BCC LTD.  A subscription receivable for
$18,600,000 has been recorded pending final consummation of the acquisition.

The above acquisitions with Asia East Investments and Sun Media Group Holdings have not yet been fully consummated
but are expected to be finalized during 2003.  Continuing negotiations (as further described below) have resulted in further
agreements to substitute other assets or entities in lieu of assets mentioned in the original agreement.

******ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE 13 - PROPOSED ACQUISITIONS [Continued]**

During March 2003 the Company entered into a Letter Agreement with Asia East Investments to vary the terms of the
October 2002 acquisition agreement.  Asia East had not yet provided the majority of the assets promised and it was now
agreed to waive the assets required under paragraph (2) of the previous agreement in consideration of Asia East procuring
the acquisition of Shangdon Hongzhi Advertising Ltd. and Lee & Bros International Advertising.  The Company approved
the issuance of 50,000,000 shares of common stock to Jiang Qiang for the purchase of 100% of Lee & Bros International
Advertising LTD.  and also to issue 350,000,000 to Jiang Quang to acquire Shandong Hongzhi Advertising Co.  The
Company further agreed to issue 30,107,525 shares to Hong Kong Pride Investment Ltd. related to an anti-dilusion clause
to a shareholder/former officer/director.  These acquisitions are expected to be finalized and closed during 2003.

In February 2003, the Company's Board of Director's approved an increase in authorized shares from 850,000,000 shares to
1,350,000,000.

In 2003, the Company is planning to increase its authorized shares from 1,350,000,000 to 1,850,000,000 shares of common
stock so that the above acquisitions can be finalized.

**NOTE 14 - CONCENTRATIONS**

****The Company's planned operations are located in China.

**NOTE 15 - EARNINGS (LOSS) PER SHARE**

The following data show the amounts used in computing income (loss) per share and the effect on income and the weighted
average number of shares of dilutive potential common stock for the years ended December 31, 2002 and 2001 and for the
date of inception on May 23, 2001 through December 31, 2002:



|                                                                                                                | **For the Year ended** | **For the Year Ended** | **Cumulative From Inception
on May 23,2001 through**
|--------------------------------------------------------------------------------------------------------------- | ---------------------- | ---------------------- | ----------------------------------------------------
|                                                                                                                | **December 31,**       | **December 31,**       | **December 31,**                                    
|                                                                                                                | **2002**               | **2001**               | **2002**                                            
|Loss from continuing
operations  available  to
common stockholders
(numerator)                                  | $  3,667,691           | $ 5,009,949            | $ 8,677,640                                         
|                                                                                                                | __________             | __________             | __________                                          
|Weighted average number of
common shares outstanding
used in earnings per share
during the period
(denominator) | 228,766,767            | 3,146,482              | 142,962,109                                         
|                                                                                                                | __________             | __________             | __________                                          

**ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE 15 - EARNINGS (LOSS) PER SHARE (Continued)**

At December 31, 2002 and 2001, the Company has a $4,000,000 note payable which may be convertible into
approximately 20,000,000 and 40,000,000 shares of common stock, respectively.

Dilutive earnings per share was not presented, as the Company had no common equivalent shares for all periods presented
that would effect the computation of diluted earnings (loss) per share.

**NOTE 16 - SUBSEQUENT EVENTS**

The Company is continuing to negotiate the acquisition of various assets from proposed business acquisitions. In April
2003, the Company entered into an agreement acknowledging that the acquisitions were still not finalized.  Accordingly,
the Company continues to carry a common stock subscription receivable in the amount of $49,100,000 at December 31,
2002.

In March 2003, the Company entered into a proposed acquisition agreement with Shangdong Hongzi Advertising
Company, Ltd. wherein the Company would issue 350,000,000 shares of common stock.

In March 2003, the Company entered into a proposed acquisition agreement with Lee & Brothers International Advertising,
Ltd. wherein the Company would issue 50,000,000 shares of common stock.

In April 2003, the Company entered into a proposed acquisition agreement with Beijing Yongfu Century Consulting
Company Limited wherein the Company would issue 350,000,000 shares of common stock.

**ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES**

(Formerly GTM Holdings, Inc.)

(A Development Stage Company)

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE 17 - RESTATEMENT**

The Company has restated their December 31, 2001 financial statements previously issued. The following summaries the
changes

- In the previously issued financial statements the Company had recorded property and equipment acquired from a related
party at fair market value. The Company determined that the carryover basis was zero, which is the amount reflected in
these financial statements.

- In the previously issued financial statements the Company had recorded the purchase of a film library and production and
broadcast rights based on an agreement with a related party. The Company determined that the carryover basis was zero,
which is the amount reflected in these financial statements.

- In the previously issued financial statements the Company had recorded an asset for broadcast rights and airtime
associated with a "Telesat" agreement. The stock issued for this agreement was recorded at $.001. The Company
determined that the proper valuation for the stock issued is $.10 per share and the agreement is an operating lease.

- In the previously issued financial statements the Company had recorded a capital lease obligation for a vehicle. The
Company determined that the vehicle was never obligated for this liability and has treated all payments related to this
vehicle as an operating expense.

- In the previously issued financial statements the Company had recorded equity transactions as if GTM Holdings, Inc. was
the on-going operations. The Company determined that due to a stock-for-stock agreement, the Company should reflect a
recapitalization of its subsidiary, "AOI" in a manner similar to a reverse purchase. All equity transactions should be
presented based on "AOI" as the on going operations.

**Proforma presentation**



|                  | **As previously Reported** | **As currently Reported** | **Net Change**
|----------------- | -------------------------- | ------------------------- | --------------
|Assets            | $ 8,187,245                | $ 1,005,291               | ($ 7,181,954) 
|Liabilities       | 5,676,509                  | 5,288,829                 | (387,680)     
|Net Income (loss) | (727,871)                  | (5,009,949)               | (4,282,078)   
|(Loss) per share  | $ (.25)                    | $ (1.59)                  | $ (1.34)