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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington D.C. 20549
 FORM 10-K
 o
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year ended
 þ
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from April 1, 2007 to September 30, 2007
 Commission File Number: 033-33263
 ASIA PREMIUM TELEVISION GROUP, INC.
 
 NEVADA
    
    62-1407521(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)
  
  
     o þ
 o þ
 þ o
 þ
  o o þ
 o þ
   Documents Incorporated by Reference:




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##### 



ASIA PREMIUM TELEVISION GROUP, INC.
FOR THE TRANSITION PERIOD FROM ARIL 1, 2007 TO SEPTEMBER 30, 2007
 TABLE OF CONTENTS
 PART IITEM 1.
    
    Business
    1ITEM 1A.
    
    Risk Factors
    6ITEM 1B.
    
    Unresolved Staff Comments
    10ITEM 2.
    
    Properties
    10ITEM 3.
    
    Legal Proceedings
    10ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
    10PART IIITEM 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    10ITEM 6.
    
    Selected Financial Data
    12ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operation
    14ITEM 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    21ITEM 8.
    
    Financial Statements and Supplementary Data
    22ITEM 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    22ITEM 9A.
    
    Controls and Procedures
    22ITEM 9B.
    
    Other Information
    22PART IIIITEM 10.
    
    Directors, Executive Officers and Corporate Governance
    22ITEM 11.
    
    Executive Compensation
    24ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    25ITEM 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    26ITEM 14.
    
    Principal Accounting Fees and Services
    27ITEM 15.
    
    Exhibits, Financial Statement Schedules
    28SIGNATURES
    F-24EX-21.1 LIST OF SUBSIDIARIESEX-31.1 CERTIFICATION OF CEO PURSUANT TO SEC 302EX-31.2 CERTIFICATION OF FINANCE MANAGEREX-32.1 CERTIFICATION OF CEO PURSUANT TO SEC 906EX-32.2 CERTIFICATION OF FINANCE MANAGER




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FORWARD-LOOKING STATEMENTS NOTICE
  
    
    changes in the advertising and marketing services markets in China;
    
    our ability to attract and retain customers;
    
    the financial condition of our customers;
    
    unexpected changes in our margins and certain cost or expense items as a percentage of
our net revenues;
    
    our ability to execute key strategies;
    
    actions by our competitors;
    
    our ability to retain and attract key employees;
    
    risks associated with assumptions we make in connection with our critical accounting
estimates;
    
    potential adverse accounting related developments;
    
    developments or change in the regulatory and legal environment for advertising and
marketing service companies in China; and
    
    other matters discussed in this Annual Report generally.
  
 PART I
 
 ITEM 1.
 History
     1




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Material Developments
      2




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Nature Of Business
    Advertising, Media, and Marketing Business:
 Media consulting services .
 Advertisement production services
 3




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Advertising agent services
 Evaluation services.
 P Phone Business:
 Minute top-up services.
 Debit card payment services
 P Phone branded debit card sales
 Personal
Media Service
 Targeted marketing and advertising services
 Specialized SIM card and smart film sales.
 Customers
 .
 Competition
  4




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Intellectual Property
  Government Regulations
   Employees
  5




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ITEM 1A. RISK FACTORS
  The Company is entering into a new P Phone mobile phone-based marketing and advertising business;
however there can be no assurances that it will be successful in
developing this business.
  Our advertising and market services segment operates in a highly competitive industry.
  Demand for our services may decrease due to a decline in our clients or an industrys financial
condition or due to an economic downturn in the Chinese economy.
  We will depend on a few key partners for our P Phone business to compete effectively in the mobile
market.
  Mobile phone customers may not adopt our payment services or use our branded debit cards.
  6




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Our technology systems are subject to breakdown.
  Customers may drop our services on account of our targeted advertising.
  We depend on a few key customers for a substantial majority of our sales and the loss of, or a
significant reduction in orders from, any of them would likely significantly reduce our revenues.
  Our cash flows may be insufficient to fund our operations or future business expansion.
  We rely on key management personnel.
  Hershop Limited, Global Women Multi-Media Co. Ltd., Sun Media Investment Holdings Ltd. and Yang Lan
own a large percentage of our outstanding common shares and may have the ability to influence
matters requiring shareholder approval.
  7




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##### Table of Contents




    
    composition of our board of directors, and, through it, our direction and policies,
including the appointment and removal of officers;
    
    mergers or other business combinations and opportunities involving us;
    
    further issuance of capital stock or other securities by us;
    
    our financing activities;
    
    payment of dividends; and
    
    approval of our business plans and general business development.
  Chinas legal system is characterized by uncertainty that could negatively impact our business and
results of operations.
   Our independent auditor noted a material weakness relating to the Companys financial
disclosure controls that existed at September 30, 2007.
  Any recurrence of severe acute respiratory syndrome, or SARS, or another widespread public health
problem, could negatively impact our business and results of operations.
  
    
    quarantines or closures of some of our offices which would severely disrupt our
operations;
    
    the sickness or death of our key officers and employees; and
    
    a general slowdown in the Chinese economy.
  Changes in Chinas political and economic policies could negatively impact our business.
  
    
    economic structure;
 
 8




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
    
    level of government involvement in the economy;
    
    level of development;
    
    level of capital reinvestment;
    
    control of foreign exchange;
    
    telecommunications laws, including those related to mobile phones;
    
    methods of allocating resources; and
    
    balance of payments position.
  Rapidly developing Chinese tax laws could negatively affect our businesses.
  Restrictions on foreign currency exchange may limit our ability to receive and use our revenues
effectively.
  Fluctuations in the value of the Renminbi could negatively impact our results of operations.
    9




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##### Table of Contents



Your ability to bring an action against us or against our directors and officers, or to enforce a
judgment against us or them, may be limited because we conduct
substantially all of our operations in China and all of our directors and officers reside outside of the United States.
  
 ITEM 1B.
  
 ITEM 2.
  
 ITEM 3.
  
 ITEM 4.
  
  
 ITEM 5.
 Market Information
   10




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DATE
    
    CLOSING BID
    
    CLOSING ASKHIGH
    
    LOW
    
    HIGH
    
    LOW(in US$)2004First Quarter
    
    
    70
    
    
    
    30
    
    
    
    100
    
    
    
    40Second Quarter
    
    
    50
    
    
    
    20
    
    
    
    70
    
    
    
    25Third Quarter
    
    
    25
    
    
    
    16
    
    
    
    35
    
    
    
    25Fourth Quarter
    
    
    50
    
    
    
    13
    
    
    
    60
    
    
    
    142005First Quarter
    
    
    65
    
    
    
    30
    
    
    
    90
    
    
    
    45Second Quarter
    
    
    35
    
    
    
    30
    
    
    
    45
    
    
    
    38Third Quarter
    
    
    32
    
    
    
    32
    
    
    
    38
    
    
    
    38Fourth Quarter
    
    
    32
    
    
    
    20
    
    
    
    38
    
    
    
    252006First Quarter
    
    
    40
    
    
    
    13
    
    
    
    45
    
    
    
    20Second Quarter
    
    
    26
    
    
    
    20
    
    
    
    40
    
    
    
    30Third Quarter
    
    
    80
    
    
    
    20
    
    
    
    120
    
    
    
    30Fourth Quarter
    
    
    41
    
    
    
    7
    
    
    
    53
    
    
    
    902007First Quarter
    
    
    7
    
    
    
    2.5
    
    
    
    9
    
    
    
    3Second Quarter
    
    
    1.1
    
    
    
    1.1
    
    
    
    4
    
    
    
    4Third Quarter
    
    
    4.75
    
    
    
    1.01
    
    
    
    9.80
    
    
    
    2.90Fourth Quarter
    
    
    4
    
    
    
    1.31
    
    
    
    11
    
    
    
    5
 Dividends
  Securities Authorized for Issuance under Equity Compensation Plans.
  Sales of Unregistered Securities
   11




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Repurchase of Equity Securities
  
 ITEM 6.
   12




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Six months endedSeptember 30,
    
    
    
    
    
    
    Year ended March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(1)
    
    
    2003(1)(in US$, except number of shares and other data)
 Consolidated Statement
of Operations Data :Total revenues
    
    
    28,348,347
    
    
    
    33,052,628
    
    
    
    65,733,578
    
    
    
    61,793,864
    
    
    
    48,228,470
    
    
    
    41,800,113
    
    
    
    11,031,068Total cost of sales
    
    
    26,457,983
    
    
    
    31,401,447
    
    
    
    62,282,688
    
    
    
    58,402,504
    
    
    
    45,282,789
    
    
    
    40,173,644
    
    
    
    11,100,311Total expenses
    
    
    1,281,524
    
    
    
    1,475,110
    
    
    
    942,532
    
    
    
    2,288,879
    
    
    
    2,587,055
    
    
    
    1,637,120
    
    
    
    744,033Income (loss) from
operations before
other income
(expense)
    
    
    608,840
    
    
    
    176,071
    
    
    
    2,508,358
    
    
    
    1,102,481
    
    
    
    358,626
    
    
    
    (10,651
    )
    
    
    (813,276
    )Total other income
(expense)
    
    
    10,260
    
    
    
    15,780
    
    
    
    96,176
    
    
    
    35,688
    
    
    
    (16,684
    )
    
    
    38,213
    
    
    
    8,909Income (loss) before
income taxes
    
    
    619,100
    
    
    
    191,851
    
    
    
    2,604,534
    
    
    
    1,138,169
    
    
    
    341,942
    
    
    
    27,562
    
    
    
    (804,367
    )Net income (loss)
    
    
    455,082
    
    
    
    164,214
    
    
    
    2,564,432
    
    
    
    1,116,177
    
    
    
    340,459
    
    
    
    24,952
    
    
    
    (804,947
    )Net income (loss)
per share
(2)
    
    
    0.20
    
    
    
    0.11
    
    
    
    1.59
    
    
    
    0.69
    
    
    
    0.21
    
    
    
    0.03
    
    
    
    (1.07
    )Net income (loss)
per share
(2)
    
    
    0.20
    
    
    
    0.11
    
    
    
    1.59
    
    
    
    0.65
    
    
    
    0.20
    
    
    
    0.03
    
    
    
    (1.07
    )Weighted average
number of ordinary
shares outstanding
(2)
    
    
    2,292,463
    
    
    
    1,613,191
    
    
    
    1,613,191
    
    
    
    1,615,844
    
    
    
    1,621,562
    
    
    
    750,000
    
    
    
    750,000Weighted average
number of diluted
shares outstanding
(2)
    
    
    2,292,463
    
    
    
    1,613,191
    
    
    
    1,613,191
    
    
    
    1,715,844
    
    
    
    1,701,562
    
    
    
    750,000
    
    
    
    750,000Consolidated
Balance Sheet Data:Total assets
    
    
    18,157,308
    
    
    
    18,307,684
    
    
    
    16,051,801
    
    
    
    16,179,000
    
    
    
    10,805,406
    
    
    
    11,920,281
    
    
    
    3,098,889Total liabilities
    
    
    12,715,524
    
    
    
    20,828,138
    
    
    
    16,088,029
    
    
    
    18,881,824
    
    
    
    14,756,526
    
    
    
    11,894,290
    
    
    
    3,097,850Total
shareholders
equity (deficit)
    
    
    5,441,784
    
    
    
    (2,520,454
    )
    
    
    (36,228
    )
    
    
    (2,702,824
    )
    
    
    (3,951,120
    )
    
    
    25,991
    
    
    
    1,039Other Data:Net cash provided
(used) by operating
activities
    
    
    (403,705
    )
    
    
    1,823,031
    
    
    
    1,953,426
    
    
    
    2,080,229
    
    
    
    569,315
    
    
    
    600,203
    
    
    
    (601,356
    )Net cash used by
investing
activities
    
    
    (207,842
    )
    
    
    (152,815
    )
    
    
    (279,319
    )
    
    
    (482,367
    )
    
    
    (325,704
    )
    
    
    (95,580
    )
    
    
    (47,557
    )Net cash provided
(used) by
financing
activities
    
    
    635,622
    
    
    
    (21,711
    )
    
    
    499,590
    
    
    
    200,410
    
    
    
    (190,685
    )
    
    
    460,974
    
    
    
    404,756
 
 Notes(1)
    
    The financial data for the fiscal years ended March 31, 2004 and 2003 are those of our
subsidiary BAHA and its wholly owned subsidiaries.(2)
    
    Based on the weighted average, the number of shares deemed to be outstanding during the period. 13




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Revenues
   Factors affecting our revenues
    Seasonality
  14




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Revenue recognition
  Cost of Sales
   Operating Expenses
  Plan of Operation
    15




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Results of Operations
 Six Months Ended September 30, 2007 Compared to Six Months Ended September 30, 2006
 Total Revenues
 Cost of Sales.
 Gross Profit.
 Total Expenses.
 Income Before Income Taxes.
 Net Income.
 16




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Fiscal Year ended March 31, 2007 Compared to Fiscal Year ended March 31, 2006
 Total Revenues
 Cost of Sales.
 Gross Profit.
 Total Expenses.
 Income Before Income Taxes.
 Net Income.
 Fiscal Year ended March 31, 2006 Compared to Fiscal Year ended March 31, 2005
 Total Revenues
 Cost of Sales.
 Gross Profit.
 Total Expenses.
 17




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Income Before Income Taxes.
 Net Income.
 Liquidity and Capital Resources
   Six Months Ended
    
    Fiscal YearSeptember 30,
    
    Ended March 31,2007
    
    2006
    
    2007
    
    2006
    
    2005US$
    
    US$
    
    US$
    
    US$
    
    US$Net cash provided (used) by operating
activities
    
    
    (403,705
    )
    
    
    1,823,031
    
    
    
    1,953,426
    
    
    
    2,080,229
    
    
    
    569,315Net cash used by investing activities
    
    
    (207,842
    )
    
    
    (152,815
    )
    
    
    (279,319
    )
    
    
    (482,367
    )
    
    
    (325,704
    )Net cash provided (used) by financing
activities
    
    
    635,622
    
    
    
    (21,711
    )
    
    
    499,590
    
    
    
    200,410
    
    
    
    (190,685
    )Effect of exchange rate change on cash
    
    
    171,631
    
    
    
    
    
    
    
    103,011
    
    
    
    36,346
    
    
    
    Net increase in cash and cash
equivalents
    
    
    195,706
    
    
    
    1,648,505
    
    
    
    2,276,708
    
    
    
    1,834,618
    
    
    
    52,926Cash and cash equivalents (closing
balance)
    
    
    5,405,112
    
    
    
    4,581,203
    
    
    
    5,209,406
    
    
    
    2,932,698
    
    
    
    1,098,080
   Net cash provided (used) by operating activities
    Net cash used by investing activities
  18




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Net cash provided (used) by financing activities
    Contractual Obligations
       19




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Payments due by periodLess than
    
    
    
    
    
    
    
    
    
    More thanContractual Obligation
    
    Total
    
    1 year
    
    1-3 years
    
    3-5 years
    
    5 yearsUS$
    
    US$
    
    US$
    
    US$
    

    US$Capital expenditure
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    243,248
    
    
    
    75,646
    
    
    
    167,602
    
    
    
    
    
    
    
    Short-term debt
    
    
    32,026
    
    
    
    32,026
    
    
    
    
    
    
    
    
    
    
    
    Long-term debt
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    275,274
    
    
    
    107,672
    
    
    
    167,602
    
    
    
    
    
    
    
    
 Off-Balance Sheet Commitments and Arrangements
  Application of Critical Accounting Policies
  Revenue Recognition
      20




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Income Taxes
   
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  Interest rates
  Foreign exchange rates
   For the six months endedSeptember 30,
    
    For the year ended March 31,2007
    
    2006
    
    2007
    
    2006
    
    2005(1)Net foreign exchange gain
    
    $
    140,447
    
    
    $
    18,156
    
    
    $
    102,164
    
    
    $
    23,418
    
    
    
    Percent of revenue
    
    
    0.50
    %
    
    
    0.05
    %
    
    
    0.15
    %
    
    
    0.04
    %
    
    
    Percent of profit from
income before taxes
    
    
    22.69
    %
    
    
    9.46
    %
    
    
    3.92
    %
    
    
    2.06
    %
    
    
    
 
 (1)
    
    The Renminbi remained pegged to the U.S. dollar until July 21, 2005. 21




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
   
 ITEM 9A. CONTROLS AND PROCEDURES
     
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  NAME
    
    AGE
    
    POSITION
    
    TERM EXPIRESJing Xing
    
    
    40
    
    
    Director
    
    June 2008Li Li
    
    
    44
    
    
    Chairman and Director
    
    June 2008Yan Gong
    
    
    43
    
    
    Chief Executive Officer and Director
    
    June 2008Hongmei Zhang
    
    
    42
    
    
    Finance Manager
    
    June 2008Huiyang Yu
    
    
    26
    
    
    Director
    
    June 2008Douglas J. Toth
    
    
    46
    
    
    Director
    
    June 2008
  22




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Li Li
 Yan Gong
 Hongmei Zhang
 Jing Xing
 Huiyang Yu
 Douglas J. Toth
  Audit Committee and Audit Committee Financial Expert
  Code of Ethics
  23




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Section 16(a) Beneficial Ownership Reporting Compliance
   
 ITEM 11. EXECUTIVE COMPENSATION
     NAME AND
    
    
    
    SALARY
    
    BONUS
    
    OTHER ANNUALPRINCIPAL POSITION
    
    YEAR
    
    (US$)
    
    (US$)
    
    COMPENSATIONQiang Jiang(1)
    
    2005
    
    $
    14,857
    
    
    
    -0-
    
    
    
    -0-Chief Executive Officer
    
    2006
    
    $
    15,214
    
    
    
    -0-
    
    
    
    -0-and Director
    
    2007
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-2006. 4-9
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-2007. 4-9
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Li Li
    
    2005
    
    $
    28,586
    
    
    
    -0-
    
    
    
    -0-Chairman and Director
    
    2006
    
    $
    29,194
    
    
    
    -0-
    
    
    
    -0-2007
    
    $
    29,993
    
    
    
    -0-
    
    
    
    -0-2006. 4-9
    
    $
    15,002
    
    
    
    -0-
    
    
    
    -0-2007. 4-9
    
    $
    10,532
    
    
    
    -0-
    
    
    
    -0-Yan Gong
    
    2005
    
    $
    23,982
    
    
    
    -0-
    
    
    
    -0-Chief Executive Officer
    
    2006
    
    $
    24,031
    
    
    
    -0-
    
    
    
    -0-and Director
    
    2007
    
    $
    23,942
    
    
    
    -0-
    
    
    
    -0-2006. 4-9
    
    $
    11,993
    
    
    
    -0-
    
    
    
    -0-2007. 4-9
    
    $
    12,677
    
    
    
    -0-
    
    
    
    -0-
 24




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NAME AND
    
    
    
    SALARY
    
    BONUS
    
    OTHER ANNUALPRINCIPAL POSITION
    
    YEAR
    
    (US$)
    
    (US$)
    
    COMPENSATIONHongmei Zhang
    
    2005
    
    $
    5,145
    
    
    
    -0-
    
    
    
    -0-Financial Manager
    
    2006
    
    $
    5,313
    
    
    
    -0-
    
    
    
    -0-2007
    
    $
    6,571
    
    
    
    -0-
    
    
    
    -0-2006. 4-9
    
    $
    2,784
    
    
    
    -0-
    
    
    
    -0-2007. 4-9
    
    $
    3,480
    
    
    
    -0-
    
    
    
    -0-Chuan He
    
    2005
    
    $
    10,759
    
    
    
    -0-
    
    
    
    -0-Media Planning Manager
    
    2006
    
    $
    10,676
    
    
    
    -0-
    
    
    
    -0-2007
    
    $
    12,866
    
    
    
    -0-
    
    
    
    -0-2006. 4-9
    
    $
    6,433
    
    
    
    -0-
    
    
    
    -0-2007. 4-9
    
    $
    6,663
    
    
    
    -0-
    
    
    
    -0-Dapeng Sun
    
    2005
    
    $
    4,762
    
    
    
    -0-
    
    
    
    -0-Customer Service
    
    2006
    
    $
    4,918
    
    
    
    -0-
    
    
    
    -0-Manager
    
    2007
    
    $
    6,503
    
    
    
    -0-
    
    
    
    -0-2006. 4-9
    
    $
    3,252
    
    
    
    -0-
    
    
    
    -0-2007. 4-9
    
    $
    3,368
    
    
    
    -0-
    
    
    
    -0-
 
 (1)
    
    Qiang Jiang ceased to be our Chief Executive Officer on June 30, 2006, and ceased to be our
director on June 19, 2007.  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  AMOUNT ANDNATURE OFTITLE OF
    
    NAME AND ADDRESS OF
    
    BENEFICIAL
    
    PERCENT OFCLASS
    
    BENEFICIAL OWNER
    
    OWNERSHIP
    
    CLASSCommon
    
    Walter T Beach
Robert Stevens 675 State St. Princeton, NJ 08540
    
    
    204,288
    
    
    
    5.93
    %Common
    
    Global Women Multi-Media Co., Ltd. (BVI)
P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands
    
    
    468,751
    
    
    
    13.60
    %Common
    
    Jing Xing(1)
73 Jupiter Road Singapore, 576550
    
    
    -0-
    
    
    
    -0-Common
    
    Huiyang Yu(1)
Room 406, New Four Building, Baojia Street,
Xicheng district, Beijing, China
    
    
    -0-
    
    
    
    -0-Common
    
    Douglas J. Toth(1)
1120 6th Ave. 4th Floor
New York, NY 10032
    
    
    -0-
    
    
    
    -0-
 25




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##### Table of Contents



AMOUNT ANDNATURE OFTITLE OF
    
    NAME AND ADDRESS OF
    
    BENEFICIAL
    
    PERCENT OFCLASS
    
    BENEFICIAL OWNER
    
    OWNERSHIP
    
    CLASSCommon
    
    Li Li (1)
Room 602, 2 North Tuanjiehu Street
Chaoyang District, Beijing 100026
Peoples Republic of China
    
    
    -0-
    
    
    
    -0-Common
    
    Yan Gong (1)
Room 602, 2 North Tuanjiehu Street
Chaoyang District, Beijing 100026
Peoples Republic of China
    
    
    -0-
    
    
    
    -0-Common
    
    Faithhill Investments Limited (2)
P.O. Box 957
Offshore Incorporations Centre 
Road Town 
Tortola, BVI
    
    
    203,235
    
    
    
    5.90
    %Common
    
    Vesto Pacific Holdings, Ltd.
10th Floor, Hutchison House 
10 Harcourt Road 
Hong Kong
    
    
    200,001
    
    
    
    5.80
    %Common
    
    Hershop Limited
8/F Crawford Tower 99 Jervois St. Sheung Wan,
Hong Kong
    
    
    617,646
    
    
    
    17.92
    %Common
    
    Professional Offshore Opportunity Fund
Attn Marc Swickle 1400 Old Country Rd, Ste 206
Westbury, NY 11590
    
    
    199,181
    
    
    
    5.78
    %Common
    
    CEDE & CO
Box #20, Bowling Green Station New York, NY
10004
    
    
    421,599
    
    
    
    12.24
    %Common
    
    Officer and Directors as a Group: 5 persons
    
    
    0
    
    
    
    0
 
 (1)
    
    Officer or director of the Company.(2)

    
    Faithhill Investments Limited is owned 100% by Sun Media Group, Inc. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Related party transactions
  Policies and procedures for review and approval of related party transactions
  Net income guarantees
  26




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##### Table of Contents



Anti-dilution agreement
  General releases and Loan settlement agreement
    
 ITEM14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees
  Audit-Related Fees
  27




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##### Table of Contents



Tax Fees
  All Other Fees
   PART IV
 
 ITEM 15.
 (a). Documents filed as part of this Annual Report:
 1. Consolidated Financial Statements
    3.
 Exhibit No.
    
    Title3.1
    
    Certificate of Incorporation(1)3.2
    
    Articles of Amendment to Charter(1)3.3
    
    Certificate of Amendment to Certificate of Incorporation(2)3.4
    
    Bylaws (3)4.1
    
    2001 Stock Plan (4)10.1
    
    Convertible Promissory Note(5)10.2
    
    Convertible Promissory Note(5)10.3
    
    Registration Rights Agreement(5)14.1
    
    Code of Ethics(6)21.1
    
    List of Subsidiaries31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 200231.2
    
    Certification of Finance Manager pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 200232.2
    
    Certification of Finance Manager pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 28




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##### Table of Contents



(1)
    
    Incorporated by reference to our Annual Report on Form 10-KSB for the year ended December 31, 1999, filed on April 17, 2000.(2)
    
    Incorporated by reference to our report on Form 8-K filed on October 9, 2002.(3)
    
    Incorporated by reference to our Annual Report on Form 10-KSB for the year ended December 31, 2006,
filed on June 28, 2006.(4)
    
    Incorporated by reference to our Registration Statement on Form S-8 filed on September 21, 2001.(5)
    
    Incorporated by reference to our Annual Report on Form 10-KSB for the year ended December 31, 2002,
filed on May 20, 2003.(6)
    
    Incorporated by reference to our Annual Report on Form 10-KSB for the year ended March 31, 2004,
filed on August 11, 2004. 29




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##### Table of Contents



Reports of Independent Registered Public Accounting Firms
    
    F-2Consolidated Balance Sheets
    
    F-3Consolidated
Statements of Income
    
    F-4Consolidated Statements of Stockholders Equity (Deficit)
    
    F-5Consolidated Statements of Cash Flows
    
    F-6Notes to the Consolidated Financial Statements
    
    F-9
 F-1




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Report of Independent Registered Public Accounting Firm
 
    /s/  HJ & Associates, LLC
 F-
2




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ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
 
  Six Months Ended
    
    
    Year Ended
    
    
    Year EndedSeptember 30, 2007
    
    
    March 31, 2007
    
    
    March 31, 2006ASSETSCURRENT ASSETSCash
    
    $
    5,405,112
    
    
    $
    5,209,406
    
    
    $
    2,932,698Short-term investment
    
    
    
    
    
    
    25,931
    
    
    
    Accounts receivable, net of allowance for doubtful
accounts (Note 2)
    
    
    7,375,506
    
    
    
    8,049,236
    
    
    
    8,585,429Receivable from related party, net of allowance for
doubtful accounts (Note 11)
    
    
    267,467
    
    
    
    36,874
    
    
    
    35,367Other receivables, net of allowance for doubtful
accounts
    
    
    800,809
    
    
    
    244,190
    
    
    
    377,037Prepaid expenses (Note 3)
    
    
    3,123,542
    
    
    
    1,449,404
    
    
    
    3,298,048Other current assets
    
    
    51,891
    
    
    
    30,370
    
    
    
    9,693Total Current Assets
    
    
    17,024,327
    
    
    
    15,045,411
    
    
    
    15,238,272PROPERTY AND EQUIPMENT, NET (Note 4)
    
    
    1,132,981
    
    
    
    1,006,390
    
    
    
    934,810OTHER ASSETS
    
    
    
    
    
    
    
    
    
    
    5,918Total Assets
    
    $
    18,157,308
    
    
    $
    16,051,801
    
    
    $
    16,179,000LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable
    
    $
    10,145,010
    
    
    $
    9,720,917
    
    
    $
    10,181,968Accounts payable  related party (Note 11)
    
    
    76,996
    
    
    
    70,693
    
    
    
    80,060Accrued expenses
    
    
    484,677
    
    
    
    451,001
    
    
    
    467,455Customer deposits
    
    
    909,678
    
    
    
    828,778
    
    
    
    1,117,725Other payables
    
    
    334,667
    
    
    
    262,206
    
    
    
    2,780,023Short-term loan (Note 5)
    
    
    732,470
    
    
    
    645,920
    
    
    
    Notes payable, current (Note 6)
    
    
    32,026
    
    
    
    108,514
    
    
    
    149,761Convertible notes payable (Note 6)
    
    
    
    
    
    
    4,000,000
    
    
    
    4,000,000Total Current Liabilities
    
    
    12,715,524
    
    
    
    16,088,029
    
    
    
    18,776,992NON CURRENT LIABILITIESNotes payable (Note 6)
    
    
    
    
    
    
    
    
    
    
    104,832Total Liabilities
    
    
    12,715,524
    
    
    
    16,088,029
    
    
    
    18,881,824STOCKHOLDERS EQUITY (DEFICIT)Common stock, $0.001 par value, 1,750,000,000
shares authorized, 3,445,791, 1,623,297
and 1,623,297 shares issued, 3,435,791, 1,613,297 and
1,613,297 shares outstanding at each balance sheet
date
    
    
    3,446
    
    
    
    1,623
    
    
    
    1,623Less: Treasury stock at cost
    
    
    (10
    )
    
    
    (10
    )
    
    
    (10
    )Capital in excess of par value (deficit)
    
    
    2,426,941
    
    
    
    (2,453,719
    )
    
    
    (2,453,719
    )Accumulated other comprehensive income
    
    
    266,029
    
    
    
    125,582
    
    
    
    23,418Retained earnings (deficit)
    
    
    2,745,378
    
    
    
    2,290,296
    
    
    
    (274,136
    )Total Stockholders Equity (Deficit)
    
    
    5,441,784
    
    
    
    (36,228
    )
    
    
    (2,702,824
    )Total Liabilities and Stockholders Equity (Deficit)
    
    $
    18,157,308
    
    
    $
    16,051,801
    
    
    $
    16,179,000
  F-3




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ASIA
PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
 
  For the Six Months Ended
    
    
    For the Years EndedSeptember 30, 2007
    
    
    September 30, 2006
    
    
    March 31, 2007
    
    
    March 31, 2006
    
    
    March 31, 2005(Audited)
    
    
    (Unaudited)
    
    
    (Audited)
    
    
    (Audited)
    
    
    (Audited)REVENUE
    
    $
    28,348,347
    
    
    $
    33,052,628
    
    
    $
    65,733,578
    
    
    $
    61,793,864
    
    
    $
    48,228,470COST OF SALES
    
    
    26,457,983
    
    
    
    31,401,447
    
    
    
    62,282,688
    
    
    
    58,402,504
    
    
    
    45,282,789GROSS PROFIT
    
    
    1,890,364
    
    
    
    1,651,181
    
    
    
    3,450,890
    
    
    
    3,391,360
    
    
    
    2,945,681General and administrative expenses
    
    
    1,031,359
    
    
    
    720,829
    
    
    
    1,464,695
    
    
    
    2,203,081
    
    
    
    1,776,163Bad debt expenses (recovery) (Note 8)
    
    
    157,763
    
    
    
    682,347
    
    
    
    (678,480
    )
    
    
    (26,975
    )
    
    
    736,264Depreciation
    
    
    92,402
    
    
    
    71,934
    
    
    
    156,317
    
    
    
    112,773
    
    
    
    74,628Total Expenses
    
    
    1,281,524
    
    
    
    1,475,110
    
    
    
    942,532
    
    
    
    2,288,879
    
    
    
    2,587,055INCOME (LOSS) BEFORE OTHER INCOME
(EXPENSE)
    
    
    608,840
    
    
    
    176,071
    
    
    
    2,508,358
    
    
    
    1,102,481
    
    
    
    358,626OTHER INCOME (EXPENSE)Gain on disposal of assets
    
    
    
    
    
    
    
    
    
    
    6,637
    
    
    
    689
    
    
    
    Gain on extinguishments of debts
    
    
    
    
    
    
    
    
    
    
    88,515
    
    
    
    
    
    
    
    Interest expense
    
    
    (26,785
    )
    
    
    (4,993
    )
    
    
    (24,181
    )
    
    
    (6,206
    )
    
    
    (36,254
    )Interest income
    
    
    43,957
    
    
    
    21,196
    
    
    
    45,961
    
    
    
    47,622
    
    
    
    17,019Other income (expense)
    
    
    (6,912
    )
    
    
    (423
    )
    
    
    (20,756
    )
    
    
    (6,417
    )
    
    
    2,551Total Other Income (Expense)
    
    
    10,260
    
    
    
    15,780
    
    
    
    96,176
    
    
    
    35,688
    
    
    
    (16,684
    )INCOME BEFORE INCOME TAXES
    
    
    619,100
    
    
    
    191,851
    
    
    
    2,604,534
    
    
    
    1,138,169
    
    
    
    341,942CURRENT INCOME TAX EXPENSE (Note 9)
    
    
    164,018
    
    
    
    27,637
    
    
    
    40,102
    
    
    
    21,992
    
    
    
    1,483NET INCOME
    
    $
    455,082
    
    
    $
    164,214
    
    
    $
    2,564,432
    
    
    $
    1,116,177
    
    
    $
    340,459BASIC INCOME PER SHARE (Note 14)
    
    $
    0.20
    
    
    $
    0.11
    
    
    $
    1.59
    
    
    $
    0.69
    
    
    $
    0.21DILUTED EARNINGS PER SHARE (Note 14)
    
    $
    0.20
    
    
    $
    0.11
    
    
    $
    1.59
    
    
    $
    0.65
    
    
    $
    0.20
  F-4




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ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
 
  Capital in
    
    
    Accumulated
    
    
    
    
    
    
    Totalexcess of
    
    
    other
    
    
    Retained
    
    
    StockholdersCommon Stock
    
    
    par value
    
    
    comprehensive
    
    
    Earnings
    
    
    equityShares
    
    
    Dollars
    
    
    (deficit)
    
    
    income
    
    
    (Deficit)
    
    
    (Deficit)Balance, March 31, 2004
    
    
    750,000
    
    
    $
    750
    
    
    $
    1,756,013
    
    
    $
    
    
    
    $
    (1,730,772
    )
    
    $
    25,991Recapitalization of Subsidiaries
(Note1)
    
    
    871,668
    
    
    
    871
    
    
    
    (4,318,441
    )
    
    
    
    
    
    
    
    
    
    
    (4,317,570
    )Net income for the year ended
March 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    340,459
    
    
    
    340,459Balance, March31, 2005
    
    
    1,621,668
    
    
    
    1,621
    
    
    
    (2,562,428
    )
    
    
    
    
    
    
    (1,390,313
    )
    
    
    (3,951,120
    )Shares issued for debt
    
    
    1,629
    
    
    
    2
    
    
    
    57,024
    
    
    
    
    
    
    
    
    
    
    
    57,026Treasury Stock
    
    
    (10,000
    )
    
    
    (10
    )
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    Debt forgiveness
    
    
    
    
    
    
    
    
    
    
    51,675
    
    
    
    
    
    
    
    
    
    
    
    51,675Foreign Currency
translation Adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,418
    
    
    
    
    
    
    
    23,418Net income for the year ended
March 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,116,177
    
    
    
    1,116,177Balance, March 31,2006
    
    
    1,613,297
    
    
    
    1,613
    
    
    
    (2,453,719
    )
    
    
    23,418
    
    
    
    (274,136
    )
    
    
    (2,702,824
    )Foreign Currency
translation Adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,164
    
    
    
    
    
    
    
    102,164Net income for the year ended
March 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,564,432
    
    
    
    2,564,432Balance, March 31,2007
    
    
    1,613,297
    
    
    
    1,613
    
    
    
    (2,453,719
    )
    
    
    125,582
    
    
    
    2,290,296
    
    
    
    (36,228
    )New Issuance of common stock,
net of offering cost of $98,101
    
    
    1,200,000
    
    
    
    1,200
    
    
    
    860,699
    
    
    
    
    
    
    
    
    
    
    
    861,899Conversion of the Convertible
Notes
    
    
    596,765
    
    
    
    597
    
    
    
    3,999,403
    
    
    
    
    
    
    
    
    
    
    
    4,000,000Issuance for anti-dilution
agreement
    
    
    25,729
    
    
    
    26
    
    
    
    20,558
    
    
    
    
    
    
    
    
    
    
    
    20,584Foreign Currency translation
Adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    140,447
    
    
    
    
    
    
    
    140,447Net income for the six months
ended
September 30, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    455,082
    
    
    
    455,082Balance, September 30, 2007
    
    
    3,435,791
    
    
    $
    3,436
    
    
    $
    2,426,941
    
    
    $
    266,029
    
    
    $
    2,745,378
    
    
    $
    5,441,784
  F-5




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
 
  For the Six Months Ended
    
    
    For the Years EndedSeptember 30, 2007
    
    
    September 30, 2006
    
    
    March 31, 2007
    
    
    March 31, 2006
    
    
    March 31, 2005(Audited)
    
    
    (Unaudited)
    
    
    (Audited)
    
    
    (Audited)
    
    
    (Audited)CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    455,082
    
    
    $
    164,214
    
    
    $
    2,564,432
    
    
    $
    1,116,177
    
    
    $
    340,459Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation expense
    
    
    92,402
    
    
    
    71,934
    
    
    
    156,317
    
    
    
    112,773
    
    
    
    74,628Bad debt expense (recovery)
    
    
    157,763
    
    
    
    682,347
    
    
    
    (678,480
    )
    
    
    (26,975
    )
    
    
    736,264Gain on disposal of assets
    
    
    
    
    
    
    
    
    
    
    13,670
    
    
    
    (689
    )
    
    
    Non cash financial expense (anti-dilution
issuance)
    
    
    20,583
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Changes in assets and liabilities:(Increase) in accounts receivable &
other receivable
    
    
    (57,036
    )
    
    
    (2,696,726
    )
    
    
    1,301,530
    
    
    
    (3,947,491
    )
    
    
    (1,411,819
    )Decrease (Increase) in prepaid expense
    
    
    (1,674,137
    )
    
    
    1,584,507
    
    
    
    1,848,646
    
    
    
    511,338
    
    
    
    2,176,608Decrease (Increase) in other current assets
    
    
    (21,520
    )
    
    
    (8,076
    )
    
    
    (20,677
    )
    
    
    16,561
    
    
    
    (26,254
    )Decrease (Increase) in other non-current assets
    
    
    
    
    
    
    5,918
    
    
    
    5,918
    
    
    
    5,439
    
    
    
    (11,357
    )Increase (Decrease) in accounts payable &
other payable
    
    
    496,554
    
    
    
    (526,286
    )
    
    
    (2,978,868
    )
    
    
    4,118,362
    
    
    
    (503,954
    )Increase (Decrease) in accrued expenses
    
    
    33,676
    
    
    
    3,090
    
    
    
    (16,454
    )
    
    
    135,679
    
    
    
    92,196Increase (Decrease) in customer deposits
    
    
    80,901
    
    
    
    2,497,075
    
    
    
    (288,948
    )
    
    
    590
    
    
    
    (897,456
    )Exchange gain
    
    
    12,027
    
    
    
    45,034
    
    
    
    46,340
    
    
    
    38,465
    
    
    
    Net Cash Provided (Used) by Operating Activities
    
    $
    (403,705
    )
    
    $
    1,823,031
    
    
    $
    1,953,426
    
    
    $
    2,080,229
    
    
    $
    569,315
  F-6




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ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
 For the Six Months Ended
    
    
    For the Years EndedSeptember 30, 2007
    
    
    September 30, 2006
    
    
    March 31, 2007
    
    
    March 31, 2006
    
    
    March 31, 2005(Audited)
    
    
    (Unaudited)
    
    
    (Audited)
    
    
    (Audited)
    
    
    (Audited)CASH FLOWS FROM INVESTING ACTIVITIESPayments for property and equipment
    
    $
    (233,773
    )
    
    $
    (108,560
    )
    
    $
    (260,275
    )
    
    $
    (569,376
    )
    
    $
    (400,629
    )Proceeds from disposal of property and equipment
    
    
    
    

    
    
    

    
    
    
    6,886
    
    
    
    4,834
    
    
    
    Proceeds from (payments for) note receivable
    
    
    25,931
    
    
    
    (44,255
    )
    
    
    (25,930
    )
    
    
    82,175
    
    
    
    74,925Net Cash Used by Investing Activities
    
    
    (207,842
    )
    
    
    (152,815
    )
    
    
    (279,319
    )
    
    
    (482,367
    )
    
    
    (325,704
    )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from common stock issuance, net of
offering cost
    
    
    861,899
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proceeds from short-term loan
    
    
    86,550
    
    
    
    
    
    
    
    645,920
    
    
    
    
    
    
    
    Proceeds from note payable
    
    
    
    
    
    
    

    
    
    
    
    
    
    
    254,593
    
    
    
    78,550Payments for note payable
    
    
    (76,489
    )
    
    
    (59,870
    )
    
    
    (146,078
    )
    
    
    (259,819
    )
    
    
    Decrease (Increase) in advances receivable-related party
    
    
    (242,641
    )
    
    
    5,853
    
    
    
    9,116
    
    
    
    221,042
    
    
    
    (44,565
    )(Decrease) in advances payable-related party
    
    
    6,303
    
    
    
    32,306
    
    
    
    (9,368
    )
    
    
    (15,406
    )
    
    
    (224,670
    )Net Cash Provided (Used) by Financing Activities
    
    
    635,622
    
    
    
    (21,711
    )
    
    
    499,590
    
    
    
    200,410
    
    
    
    (190,685
    )Effect of Exchange Rate Change on Cash
    
    
    171,631
    
    
    
    
    
    
    
    103,011
    
    
    
    36,346
    
    
    
    NET INCREASE IN CASH
    
    
    195,706
    
    
    
    1,648,505
    
    
    
    2,276,708
    
    
    
    1,834,618
    
    
    
    52,926CASH AT BEGINNING OF PERIOD
    
    
    5,209,406
    
    
    
    2,932,698
    
    
    
    2,932,698
    
    
    
    1,098,080
    
    
    
    1,045,154CASH AT END OF PERIOD
    
    $
    5,405,112
    
    
    $
    4,581,203
    
    
    $
    5,209,406
    
    
    $
    2,932,698
    
    
    $
    1,098,080
  F-7




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ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
 For the Six Months Ended
    
    For the Years EndedSeptember 30, 2007
    
    September 30, 2006
    
    March 31, 2007
    
    March 31, 2006
    
    March 31, 2005(Audited)
    
    (Unaudited)
    
    (Audited)
    
    (Audited)
    
    (Audited)SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATIONCash paid during the period for
Interest
    
    $
    26,785
    
    
    $
    3,141
    
    
    $
    27,128
    
    
    $
    6,206
    
    
    
    Income taxes
    
    $
    167,085
    
    
    $
    13,548
    
    
    $
    45,538
    
    
    $
    12,932
    
    
    $
    1,483
  For the six months ended September 30, 2007
  For the six months ended September 30, 2006 and for the year ended March 31, 2007
  For the year ended March 31, 2006
   For the year ended March 31, 2005
   F-8




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
 
    Organization
    Subsidiaries
          F-9




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
  Subsidiaries (Continued)
   Fiscal Year change
  Consolidation
   Reclassification
  Minority Interests
  Accounting Estimates
  F-10




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
  Cash and Cash Equivalents
  Accounts Receivable
  Property and Equipment
  Income Taxes
  Earnings Per Share
  Foreign Currency Translation Policy
    F-11




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
  Stock Based Compensation
  Recently Enacted Accounting Standards
  Revenue Recognition Policy
    F-12




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
  Revenue Recognition Policy (Continued)
   Advertising expenses
  Bonus Plan
  Other comprehensive income
  Unaudited information for the six months ended September 30, 2006
  F-13




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
   September
    
    
    March 31,
    
    
    March 31,30, 2007
    
    
    2007
    
    
    2006Accounts receivable  trade
    
    $
    7,890,504
    
    
    $
    8,522,545
    
    
    $
    9,289,096Allowance for doubtful accounts
    
    
    (514,998
    )
    
    
    (473,309
    )
    
    
    (703,667
    )Accounts receivable, net
    
    $
    7,375,506
    
    
    $
    8,049,236
    
    
    $
    8,585,429
      September
    
    
    March 31,
    
    
    March 31,30, 2007
    
    
    2007
    
    
    2006Office equipment
    
    $
    913,306
    
    
    $
    669,966
    
    
    $
    623,719Vehicles
    
    
    597,527
    
    
    
    685,874
    
    
    
    497,629Leasehold improvement
    
    
    125,480
    
    
    
    46,700
    
    
    
    45,115Less accumulated depreciation
    
    
    (503,332
    )
    
    
    (396,150
    )
    
    
    (231,653
    )$
    1,132,981
    
    
    $
    1,006,390
    
    
    $
    934,810
       F-14




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
  Convertible Notes Payable
     Notes Payable
   September
    
    
    March 31,
    
    
    March 31,Minimum Annual Payments
    
    30, 2007
    
    
    2007
    
    
    2006Within one year
    
    $
    32,026
    
    
    $
    4,108,514
    
    
    $
    4,149,761After one year but within two years
    
    
    
    
    
    
    
    
    
    
    104,832$
    32,026
    
    
    $
    4,108,514
    
    
    $
    4,254,593
 F-15




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
  Common Stock
      Warrants/Options
    F-16




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
  2001 Stock Plan
  Development Fund
     September
    
    
    September
    
    
    March 31,
    
    
    March 31,
    
    
    March 31,30, 2007
    
    
    30, 2006
    
    
    2007
    
    
    2006
    
    
    2005Accounts receivable (Note 2)
    
    $
    25,704
    
    
    $
    1,116,244
    
    
    $
    (249,567
    )
    
    $
    104,272
    
    
    $
    81,568Receivable from
related party (Note
11)
    
    
    9,940
    
    
    
    (17,037
    )
    
    
    (12,800
    )
    
    
    (44,834
    )
    
    
    (68,978
    )Other receivables
    
    
    122,119
    
    
    
    (416,860
    )
    
    
    (416,113
    )
    
    
    (86,413
    )
    
    
    723,674$
    157,763
    
    
    $
    682,347
    
    
    $
    (678,480
    )
    
    $
    (26,975
    )
    
    $
    736,264
   F-17




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
  United States operations
   September 30
    
    
    March 31,
    
    
    March 31,2007
    
    
    2007
    
    
    2006Net operating loss carryover
- federal
    
    $
    87,935
    
    
    $
    59,947
    
    
    $
    61,120Valuation allowance
    
    
    (87,935
    )
    
    
    (59,947
    )
    
    
    (61,120
    )Deferred Tax Asset (Liability)
    
    $
    
    
    
    $
    
    
    
    $
    
  September
    
    
    September
    
    
    March 31,
    
    
    March 31,
    
    
    March 31,30, 2007
    
    
    30, 2006
    
    
    2007
    
    
    2006
    
    
    2005Computed tax at the
expected
federal statutory
    
    
    15
    %
    
    
    15
    %
    
    
    15
    %
    
    
    15
    %
    
    
    15
    %Valuation allowance
    
    
    (15
    )%
    
    
    (15
    )%
    
    
    (15
    )%
    
    
    (15
    )%
    
    
    (15
    )%Effective income tax rates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Foreign operations
   F-18




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
  Foreign operations (Continued)
   September 30,
    
    
    September 30,
    
    
    March 31,
    
    
    March 31,
    
    
    March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2005Current income tax
expense:Book income
    
    $
    269,826
    
    
    $
    99,803
    
    
    $
    856,916
    
    
    $
    418,411
    
    
    $
    215,922Bad debt expense
(recovery)
    
    
    52,062
    
    
    
    225,174
    
    
    
    (223,898
    )
    
    
    (8,902
    )
    
    
    (53,177
    )Entertainment
    
    
    3,610
    
    
    
    4,951
    
    
    
    6,262
    
    
    
    11,698
    
    
    
    4,274Payroll related expenses
    
    
    35,923
    
    
    
    51,534
    
    
    
    67,525
    
    
    
    116,184
    
    
    
    141,761Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,232
    )
    
    
    6,710Accrued bonuses
    
    
    
    
    
    
    (55,489
    )
    
    
    (55,833
    )
    
    
    54,241
    
    
    
    Disallowed non
operating loss
    
    
    25,502
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    344
    
    
    
    (27,643
    )
    
    
    9,671
    
    
    
    1,995
    
    
    
    25,391Net operating loss from
loss entities
    
    
    
    
    
    
    (15,926
    )
    
    
    (8,152
    )
    
    
    15,568
    
    
    
    Tax exempt income
    
    
    (223,249
    )
    
    
    (254,768
    )
    
    
    (612,389
    )
    
    
    (584,971
    )
    
    
    (339,398
    )Tax expense
    
    
    164,018
    
    
    
    27,636
    
    
    $
    40,102
    
    
    $
    21,992
    
    
    $
    1,483Deferred tax expense
(benefit) resulted from:Excess of tax over
financial accounting
net operating loss
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Valuation allowance
    
    
    (65,360
    )
    
    
    
    
    
    
    219,800
    
    
    
    (6,800
    )
    
    
    (12,800
    )Allowance for bad debts
    
    
    65,360
    
    
    
    
    
    
    
    (219,800
    )
    
    
    6,800
    
    
    
    12,800Net deferred tax expense
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  September 30,
    
    
    March 31,
    
    
    March 31,2007
    
    
    2007
    
    
    2006Net operating loss carryover
    
    
    11,980
    
    
    $
    8,050
    
    
    $
    15,600Allowance for bad debt
    
    
    322,180
    
    
    
    260,750
    
    
    
    473,000Valuation allowance
    
    
    (334,160
    )
    
    
    (268,800
    )
    
    
    (488,600
    )Deferred Tax Asset (Liability)
    
    $
    
    
    
    $
    
    
    
    $
    
 F-19




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
    September 30,
    
    
    March 31,
    
    
    March 31,2007
    
    
    2007
    
    
    2006Minimum Annual PaymentsWithin one year
    
    $
    75,646
    
    
    $
    23,777
    
    
    $
    19,269One to three years
    
    
    167,602
    
    
    
    
    
    
    
    Total
    
    $
    243,248
    
    
    $
    23,777
    
    
    $
    19,269
  Receivables from related party
  September 30,
    
    
    March 31,
    
    
    March 31,2007
    
    
    2007
    
    
    2006Receivables from related party
    
    $
    338,908
    
    
    $
    96,268
    
    
    $
    105,383Allowance for doubtful accounts
    
    
    (71,441
    )
    
    
    (59,394
    )
    
    
    (70,016
    )Receivables from related party, net
    
    $
    267,467
    
    
    $
    36,874
    
    
    $
    35,367
   Accounts Payable
  Management Compensation
  Accrued Expenses
  F-20




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
  Operational Agreements
  Net Income Guarantee
    Anti-Dilution Agreement
   F-21




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
  Sales
      Cost of Sales
  Accounts Receivable
    Foreign Operations
    F-22




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##### Table of Contents



ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
  For the Six Months Ended
    
    
    For the Years EndedSeptember 30, 2007
    
    
    September 30, 2006
    
    
    March 31, 2007
    
    
    March 31, 2006
    
    
    March 31, 2005Income
available to
common
shareholders
(Numerator)
    
    $
    455,082
    
    
    $
    182,370
    
    
    $
    2,564,432
    
    
    $
    1,116,177
    
    
    $
    340,459Weighted
average
number of
common
shares
outstanding used in
earnings
per share
during
the
period
(Denominator)
    
    
    2,292,463
    
    
    
    1,613,191
    
    
    
    1,613,191
    
    
    
    1,615,844
    
    
    
    1,621,562Weighted
average
number of
common
shares
outstanding used in
diluted
earnings
per share
during
the
period
(Denominator)
    
    
    2,292,463
    
    
    
    1,683,191
    
    
    
    1,613,191
    
    
    
    1,715,844
    
    
    
    1,701,562
     F-23




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##### Table of Contents



SIGNATURES
  ASIA PREMIUM TELEVISION GROUP, INC.Date:
    
    December 31, 2007By:
    
    /s/ Yan GongYan GongChief Executive OfficerDate:
    
    December 31, 2007By:
    
    /s/ Hongmei ZhangHongmei ZhangFinance Manager
  Date:
December  31, 2007By:
    
    /s/ Li LiLi LiChairman and DirectorDate: December 31, 2007By:
    
    /s/ Yan GongYan GongDirectorDate: December 31, 2007By:
    
    /s/ Jing XingJing XingDirectorDate: December 31, 2007By:
    
    /s/ Huiyang YuHuiyang YuDirectorDate: December 31, 2007By:
    
    /s/ Douglas J. TothDouglas J. TothDirector
 F-24