UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



FORM 10-KSB/A



AMENDMENT No. 1



[x]

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF 1934



For the Fiscal Year ended March 31, 2005



[ ]

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)



SUITE 602, 2 NORTH TUANJIEHU STREET, CHAOYANG DISTRICT, 
BEIJING 100026, PEOPLES REPUBLIC OF CHINA

(Address of principal executive offices)



86-10-6582-7900

(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, US$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 [x]  No [ ]



The issuers revenue for its most recent fiscal year was: US$48,228,470.



The aggregate market value of the issuers voting stock held as of June 20, 2005, by non-affiliates of the issuers was US$9,654,740.24.



As of June 20, 2005, issuer had 1,621,561,678 shares of its US$.001 par value common stock outstanding.

Documents Incorporated by Reference:  None.



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





1





EXPLANATORY NOTE



This amendment No. 1 on Form 10-KSB/A hereby amends Asia Premium Television Group, Inc.s annual report on Form 10-KSB for the fiscal year ended March 31, 2005, which was filed on June 29, 2005. This amendment No. 1 is being filed for the purpose of providing additional details regarding the Companys financial statements. This amendment No. 1 is not intended to revise other information presented in our annual report on Form 10-KSB for the fiscal year ended March 31, 2005 as originally filed.



This Form 10-KSB/A consists of a cover page, this explanatory note, amended financial statements, the signature page and Exhibits 31.1, 31.2, 32.1 and 32.2.



This amendment No. 1 on Form 10-KSB/A does not reflect events occurring after the filing of the original Form 10-KSB and does not modify or update the disclosure therein in any way other than as required to reflect the amendment discussed above. As a result, this amendment No. 1 to the annual report on Form 10-KSB continues to speak as of June 29, 2005.



2















ITEM 7.

FINANCIAL STATEMENTS.

The financial statements of the Company appear at the end of this report beginning with the Index to Financial Statements.



ITEM 13.

EXHIBITS.

EXHIBITS



|            |                                                                                                    |         
|----------- | -------------------------------------------------------------------------------------------------- | --------
|EXHIBIT NO. | TITLE                                                                                              | LOCATION
|31.1        | Certification of Chief Executive pursuant to Section 302 of the Sarbanes-Oxley Act of 2002         | Attached
|31.2        | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Attached
|32.1        | Certification of Chief Executive pursuant to Section 906 of the Sarbanes-Oxley Act of 2002         | Attached
|32.2        | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Attached







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: February 14, 2006





By: /s/ Jiang Qiang

Jiang Qiang

President



Date: February 14, 2006





By: /s/ Bulin Miao

Bulin Miao

Finance Manager







3





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: February 14, 2006





By: /s/ Li Li

Li Li

Chairman and Director



Date: February 14, 2006





By: /s/ Jiang Qiang

Jiang Qiang

Director





Date: February 14, 2006



By: /s/ Yan Gong

Yan Gong

Director





Date: February 14, 2006





By: /s/ Min Wei

Min Wei

Director







4















ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES



CONSOLIDATED FINANCIAL STATEMENTS



MARCH 31, 2005













5













C O N T E N T S







Reports of Independent Registered Public Accounting Firms

7



Consolidated Balance Sheet

9



Consolidated Statements of Income

10



Consolidated Statements of Stockholders Equity (Deficit)

11



Consolidated Statements of Cash Flows

12



Notes to the Consolidated Financial Statements

14





6



















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

Asia Premium Television Group, Inc. and Subsidiaries

Beijing, China



We have audited the consolidated balance sheet of Asia Premium Television Group, Inc. and Subsidiaries as of March 31, 2005, and the related consolidated statement of income, stockholders equity (deficit) and cash flows for the year then ended.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



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



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Asia Premium Television Group, Inc. and Subsidiaries as of March 31, 2005, and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.



/s/ HJ & Associates, LLC



HJ & Associates, LLC

Salt Lake City, Utah

June 23, 2005



7



















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of Directors

BEIJING ASIA HONGZHI ADVERTISING CO., LTD. AND SUBSIDIARIES

Beijing, China



We have audited the accompanying consolidated statements of income, stockholders' equity (deficit) and cash flows of Beijing Asia Hongzhi Advertising Co., Ltd. and Subsidiaries (a company organized in the Peoples Republic of China) for the year ended March 31, 2004.  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 audit in accordance with the standards of the Public Company Accounting Oversight Board (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 audit provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of Beijing Asia Hongzhi Advertising Co., Ltd. and Subsidiaries for the year ended March 31, 2004, in conformity with accounting principles generally accepted 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 14 to the financial statements, the Company has current liabilities in excess of current assets.  This factor raises substantial doubt about the ability of the Company to continue as a going concern.  Managements plans in regards to these matters are also described in Note 14.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.





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





PRITCHETT, SILER & HARDY, P.C.



Salt Lake City, Utah

November 8, 2004, except for Note 13,

as to which the date is June 27, 2005









8





ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheet



|                                                        |             
|------------------------------------------------------- | ------------
|ASSETS                                                  |             
|                                                        | March 31,   
|                                                        | 2005        
|                                                        |             
|CURRENT ASSETS                                          |             
|                                                        |             
|Cash                                                    | $  1,098,080
|Short-term investment                                   | 82,175      
|Accounts receivable, net of allowance for               |             
|doubtful accounts of $578,751 (Note 2)                  | 4,179,151   
|Receivable from related party, net of allowance for     |             
|doubtful accounts of $111,922 (Note 9)                  | 214,504     
|Other receivables, net of allowance for                 |             
|doubtful accounts of $ 723,674                          | 896,593     
|Prepaid expenses (Note 3)                               | 3,809,386   
|Other current assets                                    | 26,254      
|                                                        |             
|Total Current Assets                                    | 10,306,143  
|                                                        |             
|PROPERTY AND EQUIPMENT, NET (Note 4)                    | 487,906     
|                                                        |             
|OTHER ASSETS                                            | 11,357      
|                                                        |             
|Total Assets                                            | $10,805,406 
|                                                        |             
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          |             
|                                                        |             
|CURRENT LIABILITIES                                     |             
|                                                        |             
|Accounts payable                                        | $  6,083,439
|Accounts payable  related party (Note 9)               | 95,467      
|Accrued expenses                                        | 331,776     
|Customer deposits                                       | 1,117,135   
|Other payables                                          | 2,868,890   
|Notes payable, current (Note 5)                         | 259,819     
|Convertible notes payable (Note 5)                      | 4,000,000   
|                                                        |             
|Total Current Liabilities                               | 14,756,526  
|                                                        |             
|STOCKHOLDERS' EQUITY (DEFICIT)                          |             
|                                                        |             
|Common stock, $.001 par value, 1,750,000,000            |             
|shares authorized, 1,621,561,678 issued and outstanding | 1,621,562   
|Capital in excess of par value (deficit)                | (4,182,369) 
|Retained (deficit)                                      | (1,390,313) 
|                                                        |             
|Total Stockholders' Equity (Deficit)                    | (3,951,120) 
|                                                        |             
|Total Liabilities and Stockholders Equity (Deficit)    | $10,805,406 









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



9





ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

Consolidated Statements Of Income







|                                     |                    |  |            
|------------------------------------ | ------------------ |  | -----------
|                                     | For the Year Ended
|                                     | March 31,         
|                                     | 2005               |  | 2004       
|                                     |                    |  | (Restated) 
|                                     |                    |  |            
|REVENUES                             | $48,228,470        |  | $41,800,113
|                                     |                    |  |            
|COST OF SALES                        | 45,282,789         |  | 40,173,644 
|                                     |                    |  |            
|GROSS PROFIT                         | 2,945,681          |  | 1,626,469  
|                                     |                    |  |            
|EXPENSES (GAINS)                     |                    |  |            
|                                     |                    |  |            
|General and administrative           | 1,776,163          |  | 1,136,467  
|Bad debt expenses                    | 736,264            |  | 483,521    
|Depreciation                         | 74,628             |  | 17,132     
|                                     |                    |  |            
|Total Expenses (Gains)               | 2,587,055          |  | 1,637,120  
|                                     |                    |  |            
|INCOME BEFORE OTHER INCOME (EXPENSE) | 358,626            |  | (10,651)   
|                                     |                    |  |            
|OTHER INCOME (EXPENSE)               |                    |  |            
|                                     |                    |  |            
|Gain on disposal of assets           | -                  |  | 42,127     
|Interest expense                     | (36,254)           |  | -          
|Interest income                      | 17,019             |  | 114,730    
|Other income (expense)               | 2,551              |  | (118,644)  
|                                     |                    |  |            
|Total Other Income (Expense)         | (16,684)           |  | 38,213     
|                                     |                    |  |            
|INCOME BEFORE INCOME TAXES           | 341,942            |  | 27,562     
|                                     |                    |  |            
|CURRENT INCOME TAX EXPENSE           | 1,483              |  | 2,610      
|                                     |                    |  |            
|NET INCOME                           | $  340,459         |  | $   24,952 
|                                     |                    |  |            
|BASIC EARNINGS PER SHARE (NOTE 12)   | $       0.00       |  | $      0.00
|                                     |                    |  |            
|DILUTED EARNINGS PER SHARE (NOTE 12) | $       0.00       |  | $       N/A





























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



10





ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

Consolidated Statements Of Stockholders' Equity (Deficit)









|                                             |               |  |                                |  |                   |  |                            |  |             
|-------------------------------------------- | ------------- |  | ------------------------------ |  | ----------------- |  | -------------------------- |  | ------------
|                                             | Common Stock  |  | Capital in excess of par value |  | Retained Earnings |  | Total Stockholders Equity
|                                             | Shares        |  | Amount                         |  | (Deficit)         |  | (Deficit)                  |  | (Deficit)   
|                                             |               |  |                                |  |                   |  |                            |  |             
|Balance, March 31, 2003                      | 750,000,000   |  | $  750,000                     |  | $ 1,006,763       |  | $(1,755,724)               |  | $    1,039  
|                                             |               |  |                                |  |                   |  |                            |  |             
|Net income for the year ended March 31, 2004 | -             |  | -                              |  | -                 |  | 24,952                     |  | 24,952      
|                                             |               |  |                                |  |                   |  |                            |  |             
|Balance, March 31, 2004                      | 750,000,000   |  | 750,000                        |  | 1,006,763         |  | (1,730,772)                |  | 25,991      
|                                             |               |  |                                |  |                   |  |                            |  |             
|Recapitalization of subsidiaries (Note 1)    | 871,561,578   |  | 871,562                        |  | (5,189,132)       |  | -                          |  | (4,317,570) 
|                                             |               |  |                                |  |                   |  |                            |  |             
|Net income for the year ended March 31, 2005 | -             |  | -                              |  | -                 |  | 340,459                    |  | 340,459     
|                                             |               |  |                                |  |                   |  |                            |  |             
|Balance, March 31, 2005                      | 1,621,561,578 |  | $1,621,562                     |  | $(4,182,369)      |  | $(1,390,313)               |  | $(3,951,120)





























































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





11





ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

Consolidated Statements Of Cash Flows





|                                                           |                 |  |            
|---------------------------------------------------------- | --------------- |  | -----------
|                                                           | For The Years  
|                                                           | Ended March 31,
|                                                           | 2005            |  | 2004       
|                                                           |                 |  | (Restated) 
|CASH FLOWS FROM OPERATING ACTIVITIES                       |                 |  |            
|                                                           |                 |  |            
|Net income                                                 | $ 340,459       |  | $   24,952 
|Adjustments to reconcile net income to net cash            |                 |  |            
|provided by operating activities:                          |                 |  |            
|Depreciation expense                                       | 74,628          |  | 17,132     
|Bad debt expense                                           | 736,264         |  | 483,521    
|Changes in assets and liabilities:                         |                 |  |            
|Decrease in accounts receivable & other receivable         | (1,411,819)     |  | (2,709,832)
|Decrease (Increase) in prepaid expense                     | 2,176,608       |  | (5,985,994)
|(Increase) in other current assets                         | (26,254)        |  | -          
|(Increase) in other non-current assets                     | (11,357)        |  | -          
|Increase (decrease) in accounts payable & other payable    | (503,954)       |  | 7,560,318  
|Increase in accounts payable  related party               | -               |  | 12,084     
|Increase in accrued expenses                               | 92,196          |  | 80,105     
|Decrease in customer deposits                              | (897,456)       |  | 1,145,060  
|Increase in other liabilities                              | -               |  | 14,984     
|                                                           |                 |  |            
|Net Cash Provided by Operating Activities                  | 569,315         |  | 642,330    
|                                                           |                 |  |            
|CASH FLOWS FROM INVESTING ACTIVITIES                       |                 |  |            
|                                                           |                 |  |            
|Payments for property and equipment                        | (400,629)       |  | (125,622)  
|Proceeds (payment) of note receivable                      | 74,925          |  | (12,085)   
|                                                           |                 |  |            
|Net Cash Used by Investing Activities                      | (325,704)       |  | (137,707)  
|                                                           |                 |  |            
|CASH FLOWS FROM FINANCING ACTIVITIES                       |                 |  |            
|                                                           |                 |  |            
|Proceeds from note payable                                 | 78,550          |  | 181,269    
|(Increase) decrease in advances receivable - related party | (44,565)        |  | 477,085    
|Increase (decrease) in advances payable - related party    | (224,670)       |  | (197,380)  
|                                                           |                 |  |            
|Net Cash Provided (Used) by Financing Activities           | (190,685)       |  | 460,974    
|                                                           |                 |  |            
|NET INCREASE IN CASH                                       | 52,926          |  | 965,597    
|                                                           |                 |  |            
|CASH AT BEGINNING OF PERIOD                                | 1,045,154       |  | 79,557     
|                                                           |                 |  |            
|CASH AT END OF PERIOD                                      | $1,098,080      |  | $1,045,154 























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



12





ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

Consolidated Statements Of Cash Flows (Continued)





|                                      |                 |  |           
|------------------------------------- | --------------- |  | ----------
|                                      | For The Years  
|                                      | Ended March 31,
|                                      | 2005            |  | 2004      
|                                      |                 |  |           
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW |                 |  |           
|INFORMATION                           |                 |  |           
|                                      |                 |  |           
|Cash paid during the period for       |                 |  |           
|                                      |                 |  |           
|Interest                              | $        -      |  | $        -
|Income taxes                          | $  1,483        |  | $  2,610  



SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING

AND FINANCING ACTIVITIES



For the year ended March 31, 2005



The Company finalized its acquisition of Beijing Asia Hongzhi Advertising Co., Ltd. on July 9, 2004. The transaction has been accounted for in a manner similar to a reverse acquisition.



For the year ended March 31, 2004



None





























































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





13





ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2005 and 2004



NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Organization



Asia Premium Television Group, Inc. (Parent) was organized under the laws of the State of Nevada on September 21, 1989. Parent went through various name changes prior to September 2002 when the name was changed to Asia Premium Television Group, Inc.  Asia Premium Television Group, Inc. was originally formed to purchase, merge with or acquire any business or assets which management believes has potential for being profitable.



Parent entered into a stock for stock acquisition with Beijing Asia Hongzhi Advertising Co., Ltd. (BAHA Subsidiary) during March 2003, which was finalized on July 9, 2004, in a transaction that has been accounted for as a recapitalization of BAHA in a manner similar to a reverse purchase. There was no adjustment to the carrying values of the acquired assets or liabilities. Operations prior to July 2004 are those of BAHA. The parent is the continuing entity for legal purposes; BAHA is the continuing entity for accounting purposes.



The Parent had issued 750,000,000 shares of common stock to the shareholders of BAHA and Subsidiaries prior to March 31, 2004. The acquisition had not been considered completed until July 9, 2004, but the 750,000,000 shares of common stock were issued and outstanding on the records of Parent at March 31, 2004.



The March 31, 2004 financial statements referenced herein, are those of Beijing Asia Hongzhi Advertising Co., Ltd. and Subsidiaries. The March 31, 2005 financial statements are those of Beijing Asia Hongzhi Advertising Co., Ltd. and Subsidiaries as well as those of the Parent from July 9, 2004.



Subsidiaries



Beijing Asia Hongzhi Advertising Co., Ltd. (BAHA Subsidiary) was organized under the laws of the Peoples Republic of China on June 1, 1995 as Shandong Hongzhi Advertising Co., Ltd.  In July 2003, its name was changed to Beijing Asia Hongzhi Advertising Co., Ltd.



Beijing Hongzhi Century Advertising Co., Ltd (BHCA Subsidiary) was organized under the laws of the Peoples Republic of China on January 7, 2003 as Beijing Yongfu Century Consulting Co., Ltd. as a wholly-owned subsidiary of BAHA.  In March 2003 BHCA Subsidiary changed its name to Beijing Hongzhi Century Advertising Co., Ltd.



Shandong Hongzhi Communications and Career Advertising Co., Ltd. (SHCCA Subsidiary) was organized under the laws of the Peoples Republic of China on April 29, 2003 as a wholly-owned subsidiary of BAHA.



Tibet Asia Culture Media Co., Ltd (TACM Subsidiary) was organized under the laws of the Peoples Republic of China in April 2004 as a wholly-owned subsidiary of BAHA.



Asia Premium Television Group, Inc. (APTV-BVI Subsidiary) was formed on December 28, 2002, as a British Virgin Island Company. This company is inactive.



American Overseas Investment Company (AOI Subsidiary) was formed in Macau SAR, China on May 23, 2001. This company is inactive.



On September 13, 2003, the Companys board of directors authorized management to dispose of AOI and APTV-BVI at its earliest convenience.





14





ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2005 and 2004



NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



Consolidation



The consolidated financial statements include the accounts of Parent, BAHA, BHCA, SHCCA, TACM, AOI and APTV-BVI (the Company). All inter-company balances and transactions between Parent and subsidiaries have been eliminated in consolidation.  The parent Company has a March 31 year end while the subsidiaries have statutory December 31, year ends.  The subsidiaries have been audited on March 31 year ends to match the parent.



Reclassification



The financial statements for years prior to March 31, 2005 have been reclassified to conform to the headings and classifications used in the March 31, 2005 financial statements. There were adjustments to previously reported net income amounts.  (See Note 13)



Minority Interests



Under the laws of the Peoples Republic of China, a Chinese company with limited liabilities must have no less than two shareholders.  Small minority interests exist in BHCA Subsidiary and SHCCA Subsidiary because of this requirement.  However, the Company has agreements with those individuals to hold these interests only on behalf of the Company.  In substance, the Company controls all of the rights of the minority interest shareholders, therefore the Company has accounted for the subsidiaries as being wholly-owned.



Accounting Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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



The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.



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 is computed using the straight-line method over the estimated useful lives of the assets, which is five years [See Note 5].  In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment of Disposal of Long-Lived Assets, the Company periodically reviews their property and equipment for impairment.



Income Taxes



The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes.  This statement requires an asset and liability approach for accounting for income taxes (See Note 7).



15





ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2005 and 2004



NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



Earnings 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 income per share and dilutive income per share.  (See Note 12).



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.  For revenues and expenses, the average exchange rate during the years was used to translate China Renminbi into U.S. dollars. For the periods presented in these financial statements, there was no material change in the exchange rate from period to period.  The gains or losses resulting from translation would be included in stockholders' equity (deficit) separately as cumulative transaction adjustments when material.



Gains and losses resulting from transactions in foreign currencies are included in the determination of net loss for the period.



BAHA, BHCA, SHCCA, and TACMs functional currency is the China Renminbi (RMB).  AOIs functional currency is the Macau SAR Pataca (MOP). APTV-BVIs functional currency is the Hong Kong SAR Dollar (HKD).



During the periods presented, the effects of foreign currency were nominal with no amounts recorded.



Stock Based Compensation



The Company accounts for its stock based compensation in accordance with Statement of Financial Accounting Standard (SFAS) No. 123 as amended by SFAS No. 148, "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.



Recently Enacted Accounting Standards



Statement of Financial Accounting Standards (SFAS) No. 151, Inventory Costs - an amendment of ARB No. 43, Chapter 4, SFAS No. 152, Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67, SFAS No. 153, Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29, and SFAS No. 123 (revised 2004), Share-Based Payment, were recently issued.  SFAS No. 151, 152, 153 and 123 (revised 2004) have no current applicability to the Company or their effect on the financial statements would not have been significant.







16





ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2005 and 2004



NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



Revenue Recognition Policy



The Company generates revenue from providing advertising, production, consulting, and agent services.  The Company signs separate contracts with its customer and its supplier regarding each advertising contract and has risks and rewards of a principal in the transaction.  Revenue is recognized based on the gross amount billed to the customer when the service is provided, collection is reasonably assured and no further obligation to the customer exists.



NOTE 2   ACCOUNTS RECEIVABLE



Accounts receivable are carried at the expected realizable value. Accounts receivable consisted of the following:



| |                                 |           
| | ------------------------------- | ----------
| |                                 | March31,  
| |                                 | 2005      
| |                                 |           
| | Accounts receivable  trade     | $4,757,902
| | Allowance for doubtful accounts | (578,751) 
| |                                 |           
| | Accounts receivable, net        | $4,179,151



Bad debt expense for the year ended March 31, 2005 and 2004 was $81,568 and $459,721 respectively.



NOTE 3 

PREPAID EXPENSES



At March 31, 2005, the Company had prepaid expenses of $3,809,386. The Company enters into agreements with vendors to provide advertising services. Usually the agreements cover a period of time, and the vendors require the Company to pay in advance.  The prepaid expenses are transferred to cost of sales after the service is provided by the vendors.



NOTE 4   PROPERTY AND EQUIPMENT



The following is a summary of property and equipment, at cost, less accumulated depreciation:





| |                               |          
| | ----------------------------- | ---------
| |                               | March 31,
| |                               | 2005     
| |                               |          
| | Office equipment              | $ 71,540 
| | Vehicles                      | 486,694  
| | Leasehold improvement         | 43,687   
| | Less accumulated depreciation | (114,015)
| |                               |          
| |                               | $487,906 





Depreciation expense for the year ended March 31, 2005 and 2004 was $ 74,628 and $17,132 respectively.





17





ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2005 and 2004

NOTE 5  NOTES PAYABLE



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 film rights license that was acquired from Sun provided the Company with the right to the Film Library, consisting of the master recordings of segmented productions including programs produced by Sun and programs licensed to Sun. 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 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). 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 film rights and the non-exclusive access rights have been fully impaired.  The terms of the conversion provisions of the agreement are At any time within 5 years of the date of the Note, the Noteholder may by notice in writing to the principal place of business of the Issuer demand repayment or conversion into shares of common stock in the Issuer having a par value of US$0.01 each of the entire principal amount of the Note.  Unless the Issuer and the Noteholder agree in their absolute discretion to repayment of the Note, within 10 business days of receipt of a duly signed Notice, the Issuer shall issue and allot Shares in the name of the Noteholder or its nominee as identified in the Notice.  The two note payables do not provide for interest nor do they provide for any repayment terms other than by conversion into common stock.



The two convertible note payables also contain 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.  When the contingency is triggered, the Issuer shall issue such number of additional common shares equal to Z based on the following formula:



(A-B) / Y=Z



Where:



A = the total number of Conversion Shares sold multiplied by the Agreed Price;

B = the total number of Conversion Shares sold multiplied by the Market Value on the day of completion of the sale;

Y= Market Value per share on the day of completion of the sale;

Z= Number of additional shares issued.



Under the formula, Conversion Shares means the shares to be issued to Sun upon exercise by Sun of its conversion rights under the Convertible Notes.  Agreed Price means $11.466, the trigger price of the obligation to issue contingent additional common shares when the converted shares are subsequently sold. Market Value means the average reported sale price on the ten trading days prior to the relevant valuation date on which the shares are traded; if no such sale of shares was reported during such period, Market Value shall be the average of the reported ask and bid prices for such period.



18





ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2005 and 2004



NOTE 5 

NOTES PAYABLE (Continued)



At March 31, 2005, the total approximate number of shares for which the notes could have been converted, amounted to 60,000,000 shares and 20,000,000 shares of common stock respectively.



Notes Payable



On March 25, 2004 the Company entered into a note payable with Shandong Laiyang Tongda Sinopec Sales Center (SLTS) in the amount of $181,269 to use as working capital.  The note matured on March 25, 2005. The Company has repaid 
$ 60,423 and $60,423 on April 24 and April 30, 2005 respectively.  On April 25, 2005, the SLTS signed an amended agreement with the Company and agreed to waive any interest on this note payable.



At March 31, 2005,  the Company has a note payable to Shandong Zhenghe Jing Mao Co., Ltd. in the amount of $18,127, which is interest free.



At March 31, 2005, the Company has a note payable to Shandong Zhenghe International Exhibition Co., Ltd. in the amount of $60,423, which is interest free.



The following is a maturity schedule for the next five years:



| |           |                
| | --------- | ---------------
| |           | Minimum Annual 
| | March 31, | Rental Payments
| |           |                
| | 2006      | $4,259,819     
| | 2007      | -              
| | 2008      | -              
| |           |                
| |           | $4,259,819     



NOTE 6 -  CAPITAL STOCK



Common Stock



The Company has authorized 1,750,000,000 shares of common stock, $.001 par value. At March 31, 2005, the Company had 1,621,561,678 shares issued and outstanding.



Warrants/Options



The Company had no warrants/options issued and outstanding as of March 31, 2005 and 2004.



2001 Stock 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 March 31, 2005 and 2004, no options were granted under the Plan.



19





ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2005 and 2004



NOTE 6 -  CAPITAL STOCK (Continued)



Development Fund



In 2004, certain shareholders, directors, and officers entered into an agreement to establish a fund wherein 650 million shares of common stock would be returned by the shareholders to the Company for cancellation and reissuance as incentives to compensate new officers, directors and other management team members.  At present, no shares have been returned for cancellation or reissuance.  When the shares are returned, the Company would treat the returned shares as treasury stock at the face value, and the premium as additional paid-in capital.  When the shares are reissued to the management, the Company would treat the amount at the market price as expenses.



NOTE 7 -

INCOME TAXES



The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes which requires the liability approach for the effect of income taxes.



United States operations



The Company has available at March 31, 2005 unused United States operating loss carryforwards of $227,720 which may be applied against future taxable income.  The deferred tax  assets, which consist of net operating losses, equal approximately $41,600  for the years ended March 31, 2005. 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 deferred tax assets at March 31, 2005, therefore, no deferred tax asset has been recognized. The change in the valuation allowance is approximately $41,600 for the year ended March 31, 2005.



The temporary differences gave rise to the following deferred tax asset (liability):



| |                                        |               
| | -------------------------------------- | --------------
| |                                        | March 31, 2005
| | Net operating loss carryover  federal | $ 41,658      
| | Valuation allowance                    | (41,658)      
| | Deferred Tax Asset (Liability)         | $       -     





The reconciliation of income tax from continuing operations computed at the U.S. federal statutory tax rate to the Companys effective rate is as follows for the year ended:





| |                                                     |               
| | --------------------------------------------------- | --------------
| |                                                     | March 31, 2005
| | Computed tax at the expected federal statutory rate | 15 %          
| | Valuation allowance                                 | (15)%         
| | Effective income tax rates                          | - %           







20





ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2005 and 2004



NOTE 7 -

INCOME TAXES (Continued)



Foreign operations



The Company has available at March 31, 2005 and 2004, unused PRC operating loss carryforwards of $1,460,161 and $871,000, respectively, which may be applied against future taxable income.  The deferred tax assets, which consist of bad debt allowance and net operating losses, equal approximately $ 481,800 and $ 469,000 for the years ended March 31, 2005 and 2004. 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 deferred tax assets at March 31, 2005 and 2004, therefore, no deferred tax asset has been recognized.  The change in the valuation allowance is approximately $ 12,800 and $ (38,000) for the years ended March 31, 2005 and 2004, respectively.



Chinese tax law stipulates the corporate income tax is levied at 33%; and smaller businesses can enjoy more favorable rates. Newly established independently running advertising companies are exempt from corporate income tax for the first two years from the date of inception.   The material differences between the effective tax rate and the statutory rate are the valuation allowance, nondeductible payroll benefits and net income or loss which is not subject to tax in the initial two years from inception.



Chinese tax law stipulates the net loss after tax adjustments can be carried forward for five fiscal years.



The income tax provision differs from the amount of income tax by applying the Chinese Corporate income tax rate of 33% to pretax income from continuing operations consisted of the following for the year ended:



| |                                               |           
| | --------------------------------------------- | ----------
| |                                               | March 31, 
| |                                               | 2005      
| | Current income tax expense:                   |           
| | Book income                                   | $ 215,922 
| | Bad debt expense (recovery)                   | (53,177)  
| | Entertainment                                 | 4,274     
| | Payroll related expenses                      | 141,761   
| | Interest expense                              | 6,710     
| | Other                                         | 22,425    
| | Tax exempt income                             | (339,398) 
| | Tax expense                                   | $   1,483 
| |                                               |           
| | Deferred tax expense (benefit) resulted from: |           
| | Net operating loss                            | $        -
| | Valuation allowance                           | (12,800)  
| | Allowance for bad debts                       | 12,800    
| | Net deferred tax expense                      | $        -





21





ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2005 and 2004



NOTE 7 -

INCOME TAXES (Continued)



The temporary differences gave rise to the following deferred tax asset (liability):



| |                                |          
| | ------------------------------ | ---------
| |                                | March 31,
| |                                | 2005     
| | Net operating loss carryover   | $  15,100
| | Allowance for bad debt         | 466,700  
| | Valuation allowance            | (481,800)
| | Deferred Tax Asset (Liability) | $       -



NOTE 8 

OPERATING LEASES



The Company has entered into two building leases for its offices in Beijing and Jinan.  The Beijing facility lease expires on August 31, 2005. The Jinan facility lease expires on March 31, 2006.  The combined lease expense for the years ended March 31, 2005 and 2004 amounted to $70,197 and $49,786, respectively.  The following is a schedule of minimum annual rental payments for the next five years.



| |           |                
| | --------- | ---------------
| |           | Minimum Annual 
| | March 31, | Rental Payments
| |           |                
| | 2006      | $42,681        
| | 2007      | -              
| | 2008      | -              
| | 2009      | -              
| | 2010      | -              
| |           |                
| |           | $42,681        



NOTE 9 -

RELATED PARTY TRANSACTIONS



Receivable from related party



The receivables from related party mainly include the advances to staff, and are carried at the expected realizable value.  Receivables from related party consisted of the following:



| |                                     |          
| | ----------------------------------- | ---------
| |                                     | March 31,
| |                                     | 2005     
| |                                     |          
| | Receivables from related party      | $326,426 
| | Allowance for doubtful accounts     | (111,922)
| |                                     |          
| | Receivables from related party, net | $214,504 



Bad debt expense for the years ended March 31, 2005 and 2004 was $68,978 and $23,800, respectively.



Accounts Payable



The Company has accounts payable to related parties at March 31 2005 of $95,467.



22





ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2005 and 2004



NOTE 9 -

RELATED PARTY TRANSACTIONS (Continued)



Management Compensation



For the years ended March 31, 2005 and 2004, the Company expensed $104,411 and $36,012 respectively, for services as management compensation.



Accrued Expenses



At March 31, 2005, unpaid payroll due to current officers and shareholder/former officer/director is $88,338which is included with accrued expenses on the face of the balance sheet.



NOTE 10 COMMITMENTS AND CONTINGENCIES



Operational agreements



The Company routinely enters into various consulting arrangements as part of their operations primarily related to marketing communication and brand promotion services to customers from industries such as real estate, banking, and cosmetics.



Net Income Guarantee



In connection with the acquisition of BAHA by Parent, three shareholders guaranteed that the profit of BAHA. should be no less than US$1.5 million during the two years ending on the first and second anniversary of the completion date of the acquisition.  In the event that BAHA. does not generate the guaranteed net income, the shareholders have agreed to contribute an amount equal to the difference.



In connection with the acquisition of BHCA by Parent, three shareholders guaranteed that the profit of BHCA should be no less than RMB$8,000,000, approximately US$966,767 during the two years ending on the first and second anniversary of the completion date of the acquisition.  In the event that BHCA do not generate the guaranteed net income, the shareholders have agreed to contribute an amount equal to the difference.



Anti-Dilution Agreement



A shareholder previously received an anti-dilution agreement for a period of one year.  For any issuances of common stock by the Company, the shareholder was to receive an issuance of common stock sufficient to maintain a seven percent (7%) ownership in the Company.  The Company has made various issuances as part of the anti-dilution agreement.  On December 15, 2003 (effective November 4, 2003) the Company extended the agreement indefinitely for as long as the shareholder does not voluntarily sell shares of common stock that cause its percentage ownership to fall below seven percent (7%), or as defined and agreed in cases of major acquisitions by the Company in which all parties may waive their rights under the anti-dilution agreement.



NOTE 11 CONCENTRATIONS



Sales



During the year ended March 31, 2005, the Company had two significant advertising customers which accounted for 52% and 10% of sales respectively.



For the year ended March 31, 2004, the Company had one significant customer which accounted for 50% of sales.



23





ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2005 and 2004



NOTE 11 CONCENTRATIONS (Continued)



Cost of Sales



The cost of sales during the year ended March 31, 2005 was $45,282,789. Cost associated with China Central TV Station (CCTV) accounted for 25% of the sales cost.



The cost of sales during the year ended March 31, 2004 was $40,173,644. Cost associated with CCTV accounted for 10%.



Accounts Receivable



At March 31, 2005, the Company had two customer which accounted for 20%  and 11% of the Companys accounts receivable balances respectively.



Foreign Operations



All of the Companys operating activities are located in the Peoples Republic of China.



NOTE 12 EARNINGS (LOSS) PER SHARE



The following data show the amounts used in computing income per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the years ended March 31, 2005 and 2004:



| |                              |                 |  |            
| | ---------------------------- | --------------- |  | -----------
| |                              | For The Years  
| |                              | Ended March 31,
| |                              | 2005            |  | 2004       
| | Income available to          |                 |  |            
| | common shareholders          |                 |  |            
| | (Numerator)                  | $    340,459    |  | $    24,952
| |                              |                 |  |            
| | Weighted average number of   |                 |  |            
| | common shares outstanding    |                 |  |            
| | used in earnings per         |                 |  |            
| | share during the period      |                 |  |            
| | (Denominator)                | 1,621,561,578   |  | 750,000,000
| |                              |                 |  |            
| | Weighted average number of   |                 |  |            
| | common shares outstanding    |                 |  |            
| | used in diluted earnings per |                 |  |            
| | share during the period      |                 |  |            
| | (Denominator)                | 1,701,561,578   |  | $       N/A





NOTE 13  RESTATEMENT



The financial statements for the year ended March 31, 2004 have been restated to reflect the elimination of inter-company sales and cost of sales in the amount of $15,968,910 and to eliminate inter-company dividends and investment income in the amount of $253,776.  These eliminations, which were not reflected in the original financial statements, had no effect on net income, earnings per share, or total assets.  The resulting effect is the reclassification of certain line items within the body of the statement of income.



24





ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2005 and 2004





NOTE 14 GOING CONCERN FACTORS



At March 31, 2005, the Company had a working capital deficiency of $4,450,383 which would have raised substantial doubt about the Companys ability to continue as a going concern.  However, management believes the going concern is mitigated because of the following factors: a) Convertible notes payable in the amount of  $4,000,000 is included in current liabilities but the note is held by a significant shareholder and will be repaid by conversion into common stock, b) the Company has shown a net profit in each of the two most recent fiscal years and expects the trend to continue, and, c) the Company has generated positive cash flows in each of the two most recent fiscal years and expects the trend to continue.







25