UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB

[  X  ]
ANNUAL  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF 1934
For  the  Fiscal  Year  ended  March  31,  2004

[   ]
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       (I.R.S. Employer Identification Number)
  incorporation or organization)


 ROOM 602, 2 NORTH TUANJIEHU STREET, CHAOYANG DISTRICT, BEIJING, 100026, P.R.C.
                    (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, $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:  $-0-.

The  aggregate  market  value  of  the issuer's voting stock held as of July 19,
2004,  by  non-affiliates  of  the  issuers  was  $5,072,335.

As  of  July  19,  2004,  issuer had 1,621,561,678 shares of its $.001 par value
common  stock  outstanding.

Documents  Incorporated  by  Reference:  None.
Transitional  Small  Business  Disclosure  Format:  Yes  [   ]  No  [  X  ]


<PAGE>

<TABLE>
<CAPTION>


                                            FORM 10-KSB
                          ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
                                               INDEX

                                                                                             Page
<S>       <C>                                                                                <C>
PART I .  Item 1.  Description of Business                                                      3

          Item 2.  Description of Property                                                      3

          Item 3.  Legal Proceedings                                                            4

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

PART II.  Item 5.  Market for Common Equity and Related Stockholder Matters                     4

          Item 6.  Management's Discussion and Analysis or Plan of Operation                    7

          Item 7.  Financial Statements                                                         8

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

          Item 8A.  Controls and Procedures                                                     8

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

          Item 10.  Executive Compensation                                                     10

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

          Item 12.  Certain Relationships and Related Transactions                             13

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

          Item 14.  Principal Accountant Fees and Services                                     14

          Signatures                                                                           15
</TABLE>

(Inapplicable  items  have  been  omitted)


                                        2
<PAGE>

                                     PART I


ITEM  1.  DESCRIPTION  OF  BUSINESS

FORWARD-LOOKING  STATEMENT  NOTICE

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

HISTORY

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

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

In  October 2002, the Company disposed of certain assets and acquired new assets
in  order  to further pursue its business plan.  The acquisitions agreed upon in
October  2002  were  finalized  in  July  2004.

CURRENT  OPERATIONS

The  Company  had  previously  proposed  to  acquire  100%  of  Shandong Hongzhi
Advertising,  Ltd.  and  subsidiaries and 100% of Lee and Brothers International
Advertising, Ltd. and subsidiary.  The Company had also entered into a letter of
intent  to  acquire  100%  of  Beijing  Young Fu Century Advertising Consultancy
Company,  Ltd  and  subsequent  to  the  date  of this report, in July 2004, the
acquisition  of  these  companies  was  completed.

EMPLOYEES

As of March 31, 2004, the Company did not have any employees but relied upon the
efforts  of  its  officers and directors to conduct the business of the Company.

ITEM  2.  DESCRIPTION  OF  PROPERTY.

The  Company  does  not own any real property. During the current financial year
the  Company  relocated its offices to the present location at Room 602, 2 North
Tuanjiehu  Street,  Chaoyang  District,  Beijing  100026, P.R.C. The Company had
previously occupied office space at 33rd Floor, Shui On Centre, 6-8 Harbour Rd.,
Wanchai,  Hong Kong. The Company believes its current facilities are adequate to
maintain  current  operations.


                                        3
<PAGE>

ITEM  3.  LEGAL  PROCEEDINGS.

During  the  past  year  the Company prepared a legal complaint against Areson &
Company  and  William  H. Areson, Jr., to be filed in the United States District
Court,  Central Division, State of Utah and in Hong Kong.  The Complaint alleged
that  the  defendants represented that they were fully authorized, qualified and
licensed  to  undertake  accounting and auditing work to meet the Company's U.S.
Securities  and  Exchange  Commission  reporting  requirements.  The  complaint
further  alleged  that  the  Company had recently discovered that the defendants
were  not  authorized,  qualified or licensed to practice before the SEC and the
Company,  having relied upon the defendants representations has suffered serious
and  extensive  damage.  The  complaint  also  alleged  breach  of  contract and
accounting  malpractice  and  requests  punitive  damages.  The  total amount of
relief  sought  was $4,000,000.  The Company attempted to serve the complaint on
Areson  &  Company  and  William  H. Areson Jr. but was unsuccessful in locating
William  H. Areson Jr. for service. The Company has discontinued pursuit of this
legal  action.

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

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITIES  HOLDERS.

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

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

As  of  July  19,  2004,  the  Company's common stock was listed on the Over the
Counter Bulletin Board under the symbol "ASTV" and the Company had approximately
98  shareholders  holding  1,621,561,678  shares  of  common  stock.

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

<TABLE>
<CAPTION>


DATE               CLOSING BID        CLOSING ASK
                   HIGH      LOW      HIGH      LOW
<S>             <C>          <C>   <C>          <C>
2002
First Quarter.       0.20    0.12       0.26    0.15
Second Quarter       0.15    0.08       0.16    0.09
Third Quarter.       0.12    0.05       0.13    0.08
Fourth Quarter       0.15    0.05       0.21    0.06


                                        4
<PAGE>

2003
First Quarter.       0.26    0.05       0.35    0.07
Second Quarter       0.26    0.07       0.35    0.10
Third Quarter.       0.10    0.01       0.28    0.04
Fourth Quarter       0.12    0.03       0.35    0.04

2004
First Quarter.       0.07    0.03       0.10    0.04
</TABLE>

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

CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS:

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

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

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

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

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

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

In October 2001, the Company issued 175,000 shares of common stock registered on
Form  S-8  to  a  consultant  for  services  rendered  to  the Company valued at
approximately  $17,500.

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


                                        5
<PAGE>

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

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

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

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

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

In  March  2003, the Company issued 350,000,000 shares of common stock valued at
$31,500,000  or  $.09  per  share  for  the  acquisition  of  Shandong  Hongzhi
Advertising  Company,  Ltd.  The  acquisition  was  finalized in July 2004.  The
Company  relied  on  Section  4(2)  of  the Securities Act of 1933 to effect the
transaction.  The  shares were not issued in connection with any public offering
and  no  commissions  were  paid  on  the  transaction.

In  March  2003,  the Company issued 50,000,000 shares of common stock valued at
$4,500,000 or $.09 per share for the acquisition of Lee & Brothers International
Advertising,  Ltd.  The  acquisition  was  finalized  in July 2004.  The Company
relied  on Section 4(2) of the Securities Act of 1933 to effect the transaction.
The  shares  were  not  issued  in  connection  with  any public offering and no
commissions  were  paid  on  the  transaction.

In  March  2003,  the Company issued 30,107,525 shares of common stock valued at
$2,709,677  or  $.09  per  share  to  Hong Kong Pride Investment Ltd., a company
controlled  by  William  Fisher.  The  shares  were  issued  pursuant  to  an
anti-dilution  agreement.  The  Company relied on Section 4(2) of the Securities
Act  of 1933 to effect the transaction. The shares were not issued in connection
with  any  public  offering  and  no  commissions  were paid on the transaction.

In  July  2003, the Company issued 2,719,672 shares of common stock to a related
party  to  repay  debt  of $135,982, or $0.05 per share. The Company also issued
204,706  shares of common stock to Hong Kong Pride Investment Limited (a company
owned  and  controlled  by  Mr.  William  Fisher)  related  to  an anti-dilution
agreement and recorded an expense of $10,235. The Company relied on Section 4(2)
of  the  Securities  Act  of 1933 to effect the transaction. The shares were not
issued  in  connection  with any public offering and no commissions were paid on
the  transaction.


                                        6
<PAGE>

In August 2003, the Company issued 350,000,000 shares of common stock related to
a  proposed  acquisition.  The  Company  also issued 26,548,792 shares of common
stock  to  Hong Kong Pride Investment Limited (a company owned and controlled by
Mr. William Fisher) as part of an anti-dilution agreement. The Company relied on
Section 4(2) of the Securities Act of 1933 to effect the transaction. The shares
were  not  issued in connection with any public offering and no commissions were
paid  on  the  transaction.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

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

Following fiscal year end December 31, 2002, the Company changed its fiscal year
end  to  March  31.

The  Company  generated  no  revenue  for  the fiscal year ended March 31, 2004.
General  and  administrative  expenses  for  the  year  ended March 31, 2004 was
$224,627.  The  Company  paid  management compensation in the amount of $57,275.
The  Company  recorded  an  expense  in  the  amount of $49,100,000 as a loss on
unsuccessful  acquisitions  (See  Note 10 in the Notes to Financial Statements).
Total  expenses  for  fiscal  year  ended  March  31, 2004 were $49,381,902. The
majority of the Company's expenses, other than the expense recorded as a loss of
unsuccessful  acquisitions,  are  attributed  to  changing  its  fiscal year and
incurring  additional  audit  and  legal  fees.

The  Company  generated  no  revenue  for  the fiscal year ended March 31, 2003.

General  and  administrative  expenses  for  the  year  ended March 31, 2003 was
$76,865  and  management  compensation  was  $36,000.

CAPITAL  RESOURCES  AND  LIQUIDITY

As  of  March 31, 2004 the Company had no current assets other than the Sun film
library  that has been valued at $-0.  At that time, the Company was negotiating
the  acquisition  of  certain advertising assets in exchange for common stock of
the  Company.  Subsequent  to the date of this report, in July 2004, the Company
closed  the acquisitions of Shandong Hongzhi Advertising Company, Lee & Brothers
International  Advertising,  Ltd,  and  Beijing  Yongfu  Century  Advertising
Consultancy  Company,  Ltd.

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"). In December 2001, the Company renegotiated
the  terms  of  the agreement to convert the note payable into 261,838 shares of
common stock at an agreed upon price of $11.466 per share. The note payable does
not  provide for interest nor does it provide for any repayment terms other than
by  conversion  into common stock.  The convertible note payable also contains a
contingency to issue additional common shares if the market value stock price is
below  $11.466  per  share  when  the converted shares are subsequently sold. At
March  31,  2004, the approximate number of shares for which the note could have
been  converted,  amounted  to  60,000,000  shares  of  common  stock.

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 note
payable  does  not  provide  for  interest nor does it provide for any repayment
terms  other  than by conversion into common stock. The convertible note payable


                                        7
<PAGE>

also  contains  a  contingency  to  issue additional common shares if the market
value  stock  price  is  below  $11.466  per share when the converted shares are
subsequently  sold.  At  March  31,  2004,  the approximate number of shares for
which  the  note  could  have  been  converted, amounted to 20,000,000 shares of
common  stock.

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

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

ITEM  7.  FINANCIAL  STATEMENTS.

The  financial  statements  of  the  Company  appear  at  the end of this report
beginning  with  the  Index  to  Financial  Statements  on  page  15.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE.

None.

ITEM  8A.  CONTROLS  AND  PROCEDURES

(a)     Evaluation  of  Disclosure  Controls  and  Procedures.  The  Company's
management,  with the participation of the chief executive officer and the chief
financial  officer,  carried  out  an  evaluation  of  the  effectiveness of the
Company's  "disclosure,  controls  and procedures" (as defined in the Securities
Exchange  Act  of 1934 (the "Exchange Act") Rules 13a-15(3) and 15-d-15(3) as of
the  end  of  the  period covered by this annual report (the "Evaluation Date").
Based  upon that evaluation, the chief executive officer and the chief financial
officer  concluded  that,  as  of the Evaluation Date, the Company's disclosure,
controls  and procedures are effective, providing them with material information
relating  to  the Company as required to be disclosed in the reports the Company
files  or  submits  under  the  Exchange  Act  on  a  timely  basis.

(b)     Changes  in  Internal  Control  over Financial Reporting.  There were no
changes  in  the  Company's internal controls over financial reporting, known to
the chief executive officer or the chief financial officer, that occurred during
the period covered by this report that has materially affected, or is reasonably
likely  to  materially  affect,  the  Company's  internal control over financial
reporting.


                                        8
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

The  following  table sets forth as of July 19, 2004 the name, age, position and
term  of  office  for  each  executive  officer  and  director  of  the Company.

<TABLE>
<CAPTION>

NAME              AGE                     POSITION                      OFFICER AND DIRECTOR SINCE
----------------  ---  -----------------------------------------------  --------------------------
<S>               <C>  <C>                                              <C>

Qiang Jiang. . .   41  President and Director                           March 2003
----------------  ---  -----------------------------------------------  --------------------------
Stanley Roy Goss   61  Chief Financial Officer, Secretary and Director  August 2001
----------------  ---  -----------------------------------------------  --------------------------
Li Li. . . . . .   40  Chairman and Director                            May 2004
----------------  ---  -----------------------------------------------  --------------------------
Yan Gong . . . .   40  Director                                         March 2003
----------------  ---  -----------------------------------------------  --------------------------
Min Wei. . . . .   49  Director                                         May 2004
----------------  ---  -----------------------------------------------  --------------------------
</TABLE>

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

The  Company  has  no audit committee financial expert, as defined under Section
228.401, serving on its audit committee because it has no audit committee and is
not  required  to have an audit committee because it is not a listed security as
defined  in  Section  240.10A-3.

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

QIANG  JIANG,  PRESIDENT.  Mr. Jiang obtained his diploma from Ji'nan University
and  from  1982 to 1987 was a teacher at the Ji'nan Technical School.  From 1987
to  1992,  Mr.  Jiang  was a teacher at the Shandong Economy Management College.
From  1992  to  2001,  Mr.  Jiang  was  Chairman and General Manager of Shandong
Hongzhi  Computer System Company, Ltd. and Shandong Hongzhi Advertising Company.
From  2001 to 2002, Mr. Jiang was Vice President of Sun Television Cybernetworks
Co.,  Ltd.  From 2002 to the Present, Mr. Jiang acts in the role of Chairman and
General  Manager  of  Sun  International  Advertising  Co.,  Ltd.

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

LI  LI,  CHAIRMAN  AND  DIRECTOR.  Mr.  Li  is  an  economist  with degrees from
University  of  Science  and  Technology  of  China. He was Chairman and general
Manager  of  Hua  Rong  Investment  Co.
Ltd.  from  1996  to  2000,  and  Chairman,  and later Vice-Chairman and general
manager  of  Chongqing  Changjiang  River Water Transport Co., Ltd. from 1997 to
2003.

YAN  GONG,  DIRECTOR.  Mr.  Gong worked at the Ji'nan Nanjiao Hotel from 1983 to
1997.  From  1997  to  2002  he  was the General manager of the Shandong Hongzhi
Advertising  Co., Ltd. From 2002 to 2004 Mr. Gong was the Operating President of
Beijing  Asia  Hongzhi  Advertising  Co.,  Ltd.


                                        9
<PAGE>

MIN  WEI,  DIRECTOR.  Mr.  Wei  has  been  involved in media and advertising for
almost  30  years.  From  1996  to  2001,  Mr. Wei was with Shandong TV Station,
initially  as  Director of Advertising Department, then as Vice President of the
TV  Station.  From  2001  to  the  present, Mr. Wei acts as Vice Director, Movie
Satellite  Channels  Program  Production  Center, State Administration of Radio,
Film  and  Television..

ITEM  10.  EXECUTIVE  COMPENSATION.

At  fiscal  year end March 31, 2004, the Company has paid $16,200 to Roy Goss as
management  compensation  and  $41,075 to William Fisher as consulting fees.  No
other  executive  compensation  has been paid at fiscal year end March 31, 2004.

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

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

<TABLE>
<CAPTION>

NAME AND PRINCIPAL        YEAR  SALARY ($)   BONUS ($)  OTHER ANNUAL
POSITION                                                COMPENSATION
------------------------  ----  -----------  ---------  ------------
<S>                       <C>   <C>          <C>        <C>

Qiang Jiang. . . . . . .  2001          -0-        -0-           -0-
President. . . . . . . .  2002          -0-        -0-           -0-
                          2003          -0-        -0-           -0-
------------------------  ----  -----------  ---------  ------------
Stanley R. Goss. . . . .  2001          -0-        -0-           -0-
Chief Financial Officer.  2002          -0-        -0-           -0-
                          2003  $    16,200        -0-           -0-
------------------------  ----  -----------  ---------  ------------
Li Li. . . . . . . . . .  2001          -0-        -0-           -0-
Director . . . . . . . .  2002          -0-        -0-           -0-
                          2003          -0-        -0-           -0-
------------------------  ----  -----------  ---------  ------------
Yan Gong . . . . . . . .  2001          -0-        -0-           -0-
Director . . . . . . . .  2002          -0-        -0-           -0-
                          2003          -0-        -0-           -0-
------------------------  ----  -----------  ---------  ------------
Min Wei. . . . . . . . .  2001          -0-        -0-           -0-
Director . . . . . . . .  2002          -0-        -0-           -0-
                          2003          -0-        -0-           -0-
------------------------  ----  -----------  ---------  ------------
Jianping Yin . . . . . .  2001          -0-        -0-           -0-
Former President . . . .  2002          -0-        -0-           -0-
                          2003          -0-        -0-           -0-
------------------------  ----  -----------  ---------  ------------
William Fisher (1) . . .  2001  $   144,500        -0-           -0-
Former President . . . .  2002  $    36,000        -0-           -0-
                          2003  $    41,075        -0-           -0-
------------------------  ----  -----------  ---------  ------------
</TABLE>

     (1)  The  Company  issued  270,000  shares  to William A. Fisher, valued at
     $43,200  registered  on Form S-8, filed with the SEC on September 18, 2001.
     The  Company  also  paid  certain  expenses  of Mr. Fisher in the amount of
     $74,300  during  2001  that  is considered a part of his total compensation
     package  and accrued an additional $27,000 in salary compensation. In 2002,
     we  paid  $19,283 of Mr. Fisher's expenses that is considered a part of his
     compensation  and  have accrued an additional $17,419 that is still owed as
     of  March  31,  2004.


                                       10
<PAGE>

Subsequent  to  the  date of this report, as an inducement to participate on the
board  of directors and serve as management, certain shareholders have agreed to
contribute shares back to the Company for cancellation and reissuance to fund to
be established by the Company.  The fund will be used to compensate officers and
directors  for  their  participation  pursuant  to  the terms of the shareholder
agreement  and  as authorized by the Board of Directors.  As of the date of this
report,  none  of  the  shares  have  yet  been  cancelled  or  reissued.

We  have  recently adopted a Code of Ethics and Business Conduct authorizing the
establishment  of  a  committee  to  ensure  that  our  disclosure  controls and
procedures  remain  effective.  Our  Code  also  defines the standard of conduct
expected  by  our officers, directors and employees.  The Code is attached as an
exhibit  to  this  report.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.

The following table sets forth as of July 19, 2004, the number and percentage of
the  1,621,561,678  outstanding  shares  of common stock which, according to the
information  supplied to the Company, were beneficially owned by (i) each person
who  is  currently a director of the Company, (ii) each executive officer, (iii)
all  current directors and executive officers of the Company as a group and (iv)
each  person  who,  to  the knowledge of the Company, is the beneficial owner of
more than 5% of the outstanding common stock. Except as otherwise indicated, the
persons  named  in the table have sole voting and dispositive power with respect
to  all  shares  beneficially  owned,  subject  to community property laws where
applicable.

<TABLE>
<CAPTION>


TITLE OF            BENEFICIAL OWNER            BENEFICIAL OWNERSHIP  PERCENTAGE OF
CLASS                                                                     CLASS
<S>       <C>                                   <C>                   <C>

Common .  Qiang Jiang (1)                                750,000,000          46.25%
          Room 602, 2 North Tuanjiehu Street
          Chaoyang District, Beijing 100026
          People's Republic of China

Common .  Stanley R. Goss (1)                              1,000,000           0.06%
          Room 308, Marina Gardens
          876, Avenida da Amizade
          Macau

Common .  Li Li  (1)                                             -0-            -0-
          Room 602, 2 North Tuanjiehu Street
          Chaoyang District, Beijing 100026
          People's Republic of China

Common .  Yan Gong  (1)                                          -0-            -0-
          Room 602, 2 North Tuanjiehu Street
          Chaoyang District, Beijing 100026
          People's Republic of China

Common .  Min Wei (1)Room 602, 2 North                           -0-            -0-
          Tuanjiehu Street
          Chaoyang District, Beijing 100026
          People's Republic of China


                                       11
<PAGE>

Common .  William A. Fisher (2)                           93,841,957           5.80%
          Avenue Dr Rodrigo Rodrigues
          12th Floor, Nam Kwong Bldg.
          Macau

Common .  Faithhill Investments Limited (3)              301,000,000          18.56%
          P.O. Box 957
          Offshore Incorporations Centre
          Road Town
          Tortola, BVI

Common .  Vesto Pacific Holdings, Ltd.                   200,000,000          12.37%
          10th Floor, Hutchison House
                              10 Harcourt Road
          Hong Kong

Common .  Officer and Directors as a Group: 5            751,000,000          46.31%
          persons
</TABLE>

(1)  Officer  and  director  of  the  Company.

(2)  William  A.  Fisher  is considered to be the beneficial owner of 93,841,957
shares.  The  shares are held as follows:  William Fisher 401,354 shares; Marian
Yu  Fisher  (Mr.  Fisher's  wife)  225,000 shares; American Overseas Real Estate
Investments  (a  company  owned  and controlled by Mr. Fisher) 5,550,000 shares;
Hong  Kong  Pride  Investment  Limited  (a  company  owned and controlled by Mr.
Fisher)  87,665,603  shares.

(3)  Faithhill  Investments  Limited  is  owned  100%  by  Sun Media Group, Inc.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

A  shareholder of the Company advanced $52,000 to the Company to cover operating
expenses.  Subsequent  to  March 31, 2003, the Company entered into an agreement
for  repayment of advances made through June 2003, wherein the Company agreed to
pay  interest  of 5% or convert the June 2003 balance of $105,984 into 2,119,672
shares  of  the  Company's  common  stock,  or  $0.05  per  share.

In  March  2003,  the Company issued 30,107,525 shares of common stock valued at
$2,709,677  or  $.09  per  share  to  Hong Kong Pride Investment Ltd., a company
controlled  by  William  Fisher.  The  shares  were  issued  pursuant  to  an
anti-dilution  agreement.

In  July  2003, the Company issued 2,719,672 shares of common stock to a related
party  to  repay  debt  of $135,982, or $0.05 per share. The Company also issued
204,706  shares of common stock to Hong Kong Pride Investment Limited (a company
owned  and  controlled  by  Mr.  William  Fisher)  related  to  an anti-dilution
agreement  and  recorded  an  expense  of  $10,235.

In August 2003, the Company issued 350,000,000 shares of common stock related to
a  proposed  acquisition.  The  Company  also issued 26,548,792 shares of common
stock  to  Hong Kong Pride Investment Limited (a company owned and controlled by
Mr.  William  Fisher)  as  part  of  an  anti-dilution  agreement.


                                       12
<PAGE>

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

REPORTS  ON  FORM  8-K

None.

<TABLE>
<CAPTION>

EXHIBITS

EXHIBIT NO.  TITLE                                                         LOCATION
<C>          <S>                                                           <C>

       31.1  Certification of Chief Executive pursuant to Section 302 of.  Attached
             the Sarbanes-Oxley Act of 2002

       31.2  Certification of Chief Financial Officer pursuant to Section  Attached
             302 of the Sarbanes-Oxley Act of 2002

       32.1  Certification of Chief Executive pursuant to Section 906 of.  Attached
             the Sarbanes-Oxley Act of 2002

       32.2  Certification of Chief Financial Officer pursuant to Section  Attached
             906 of the Sarbanes-Oxley Act of 2002

       99.1  Corporate Code of Ethics . . . . . . . . . . . . . . . . . .  Attached
</TABLE>


ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

Audit  Fee
----------

The aggregate fees billed for each of the last two fiscal years for professional
services  rendered  by  the  principal  account  for  the  audit of Asia Premium
Television Group's annual financial statement and review of financial statements
included  in  the Company's 10-QSB reports and services normally provided by the
accountant  in  connection  with statutory and regulatory filings or engagements
were  $-0-  for  fiscal  year ended 2002 and $87,377 for fiscal year ended 2003.

Audit-Related  Fees
-------------------

There  were no fees for other audit related services for fiscal year ended 2003.

Tax  Fees
---------

The  aggregate fees billed in each of the last two fiscal years for professional
services  rendered  by  the principal accountant for tax compliance, tax advise,
and  tax  planning were $-0- for fiscal year ended 2002 and $-0- for fiscal year
ended  2003.

All  Other  Fees
----------------

There were no other aggregate fees billed in either of the last two fiscal years
for  products  and services provided by the principal accountant, other than the
services  reported  above.

We do not have an audit committee currently serving and as a result our board of
directors  performs  the  duties  of an audit committee.  Our board of directors
will evaluate and approve in advance, the scope and cost of the engagement of an
auditor before the auditor renders audit and non-audit services.  We do not rely
on  pre-approval  policies  and  procedures.


                                       13
<PAGE>

                                   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:
     August  11,  2004
                                   /s/  Qiang  Jiang
                                   ----------------
                                   Qiang  Jiang
                                   President

Date:
     August  11,  2004
                                   /s/  Stanley  R.  Goss
                                   -------------------------
                                   Stanley  R.  Goss
                                   Chief  Financial  Officer

In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

Date:  August  11,  2004
                                   /s/  Li  Li
                                   --------------------------------
                                   Li  Li,  Chairman  and  Director



Date: August 11, 2004
                                   /s/  Stanley  R.  Goss
                                   ----------------------------
                                   Stanley  R.  Goss,  Director



Date:  August  11,  2004
                                   /s/  Qiang  Jiang
                                   -----------------------
                                   Qiang  Jiang,  Director



Date:,  August  11,  2004
                                   /s/  Yan  Gong
                                   --------------------
                                   Yan  Gong,  Director



Date:  August  11,  2004
                                   /s/  Min  Wei
                                   -------------------
                                   Min  Wei,  Director


                                       14
<PAGE>

<TABLE>
<CAPTION>


              ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

                          (A Development Stage Company)




                                    CONTENTS


                                                                  PAGE
                                                                  ------
<S>                                                               <C>
  -    Independent Auditors' Report . . . . . . . . . . . . . . .     16


  -     Consolidated Balance Sheet, March 31, 2004. . . . . . . .     17


  -    Consolidated Statements of Operations, for the years
     ended March 31, 2004 and 2003 and from the date
     of inception on May 23, 2001 through March 31, 2004. . . . .     18


  -    Consolidated Statement of Stockholders' (Deficit), for the
     years ended March 31, 2004 and 2003, and from the
     period date of inception on May 23, 2001 through
     March 31, 2004 . . . . . . . . . . . . . . . . . . . . . . .  19-21


  -    Consolidated Statements of Cash Flows, for the years
         ended March 31, 2004 and 2003 and from the date of
         inception on May 23, 2001 through March 31, 2004 . . . .  22-23


  -    Notes to Consolidated Financial Statements . . . . . . . .  24-37
</TABLE>


                                       15
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board  of  Directors
ASIA  PREMIUM  TELEVISION  GROUP,  INC.  AND  SUBSIDIARIES

(A  Development  Stage  Company)
Salt  Lake  City,  Utah

We  have  audited  the  accompanying  consolidated balance sheet of Asia Premium
Television  Group,  Inc. and Subsidiaries (a development stage company) at March
31,  2004,  and the related consolidated statements of operations, stockholders'
(deficit)  and  cash  flows for the years ended March 31, 2004 and 2003 and from
the  date  of  inception on May 23, 2001 through 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.

Our  audit  was conducted 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 financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements audited by us present fairly, in all
material respects, the financial position of Asia Premium Television Group, Inc.
and  subsidiaries  (A  development  stage  company) as of March 31, 2004 and the
results  of its operations and its cash flows for the years ended March 31, 2004
and  2003  and from the date of inception on May 23, 2001 through 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 8 to the financial
statements, the Company has incurred substantial losses since its inception, has
current  liabilities  in  excess  of assets and does not have sufficient working
capital.  These factors raise substantial doubt about its ability to continue as
a  going  concern.  Management's  plans  in  regards  to  these matters are also
described  in  Note  8.  The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  these  uncertainties.

PRITCHETT,  SILER  &  HARDY,  P.C.

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

July  14,  2004
Salt  Lake  City,  Utah


                                       16
<PAGE>

<TABLE>
<CAPTION>


              ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET

                                     ASSETS


                                                   March 31,      March 31,
                                                     2004           2003
                                                 -------------  -------------
<S>                                              <C>            <C>
                                                 -------------  -------------
CURRENT ASSETS: . . . . . . . . . . . . . . . .  $          -   $          -
                                                 -------------  -------------
    Total Current Assets. . . . . . . . . . . .             -              -

PROPERTY AND EQUIPMENT, NET . . . . . . . . . .             -          1,750
                                                 -------------  -------------
                                                 $          -   $      1,750
                                                 -------------  -------------

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES:
    Accounts payable. . . . . . . . . . . . . .  $    188,601   $     29,125
    Advances from related party . . . . . . . .             -         52,000
    Accrued expenses. . . . . . . . . . . . . .        81,571         53,419
    Convertible notes payable . . . . . . . . .     4,000,000      4,000,000
                                                 -------------  -------------
      Total Current Liabilities . . . . . . . .     4,270,172      4,134,544
                                                 -------------  -------------

STOCKHOLDERS' (DEFICIT):
  Common stock, $.001 par value, 1,750,000,000
    shares authorized, 1,621,561,678 and
    1,242,293,214 issued and outstanding,
    respectively. . . . . . . . . . . . . . . .     1,621,562      1,242,293
  Capital in excess of par value. . . . . . . .   109,809,248     91,225,095
  Retained (deficit). . . . . . . . . . . . . .   (58,174,100)    (8,790,505)
                                                 -------------  -------------
                                                   53,283,666     83,676,883
  Less: stock subscription receivable . . . . .   (57,526,882)   (87,809,677)
                                                 -------------  -------------
    Total Stockholders' (Deficit) . . . . . . .    (4,270,172)    (4,132,794)
                                                 -------------  -------------
                                                 $          -   $      1,750
                                                 -------------  -------------
</TABLE>


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


                                       17
<PAGE>

<TABLE>
<CAPTION>


              ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                          From the date of
                                                                          Inception  on
                                          For the Year   For the Year      May 23, 2001
                                             Ended           Ended            through
                                            March 31,       March 31,         March 31,
                                              2004           2003              2004
                                          -------------  -------------  ------------------
<S>                                       <C>            <C>            <C>
REVENUE                                   $           -  $           -  $               -
                                          -------------  -------------  ------------------
EXPENSES:
   General and administrative                   224,627         76,865          2,239,529
   Management compensation                       57,275         36,000            828,369
   Excess payment over basis of
   Film library asset acquired                        -              -          3,000,000
                                          -------------  -------------  ------------------
   Loss of  unsuccessful
            acquisitions                     49,100,000              -         49,100,000
                                          -------------  -------------  ------------------
       Total Expenses                        49,381,902        112,865         55,167,898
                                          -------------  -------------  ------------------

LOSS FROM OPERATIONS                       (49,381,902)      (112,865)        (55,167,898)
                                          -------------  -------------  ------------------

OTHER INCOME (EXPENSE):
   Gain from forfeit of deposit received              -              -             30,000
   (Loss) on disposal of assets                 (1,693)              -         (3,036,476)
   Miscellaneous items                                -              -                274
                                          -------------  -------------  ------------------
        Total Other Income (Expense)            (1,693)              -         (3,006,202)
                                          -------------  -------------  ------------------
LOSS BEFORE INCOME TAXES                   (49,383,595)      (112,865)        (58,174,100)

CURRENT INCOME TAXES                                 -              -                   -

DEFERRED INCOME TAX                                  -              -                   -
                                          -------------  -------------  ------------------

NET INCOME (LOSS)                         $(49,383,595)  $   (112,865)  $     (58,174,100)
                                          -------------  -------------  ------------------

LOSS PER SHARE:                           $       (.00)  $       (.00)  $            (.09)
                                          -------------  -------------  ------------------
</TABLE>

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


                                       18
<PAGE>

<TABLE>
<CAPTION>


                              ASIA  PREMIUM  TELEVISION  GROUP,  INC.  AND  SUBSIDIARIES
                                           (A Development Stage Company)
                                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)


Common  Stock                                                                                            Deficit
                                                                                                       Accumulated
                                                                            Stock                      During the
                                                     Capital  in           Excess  of   Subscription   Development
                                                ------------------------
                                                  Shares       Amount      Par Value     Receivable       Stage
                                                -----------  -----------  ------------  ------------  -------------
<S>                                             <C>          <C>          <C>           <C>           <C>
BALANCE,  May 23, 2001 . . . . . . . . . . . .     450,000   $      450   $      (450)  $          -  $          -

Recapitalization of American Overseas
Investment Company and GTM Holdings
Inc. in a manner  similar to a reverse
purchase, June 12, 2001. . . . . . . . . . . .     188,934          189         4,322              -             -

Issuance of fractional shares pursuant to
1 for 20 reverse stock split, September 2001 .           5            -             -              -             -

Issuance of common stock for consulting
services rendered by shareholders and
former officers of the Company,
September 2001 . . . . . . . . . . . . . . . .     400,000          400        39,600              -             -

Issuance of stock to employees for
accrued payroll at $.16 per
share, September 2001. . . . . . . . . . . . .     288,750          289        45,911              -             -

Cancellation of 62,500 shares previously
accounted for as issued to an employee
but stock  certificates were never delivered
and the shares were subsequently cancelled
prior to delivery. . . . . . . . . . . . . . .     (62,500)         (62)       (9,937)             -             -

Issuance of common stock to an
officer / director for  payment of accrued
payroll, September 2001 at $.16 per share. . .     270,000          270        42,930              -             -

Issuance of common stock in payment of
legal services at $.10 per share . . . . . . .      25,000           25         2,475              -             -

Issuance of common stock for services
rendered by consultants and other
professionals at $.10 per share,
September 2001 . . . . . . . . . . . . . . . .     450,000          450        44,550              -             -

Issuance of common stock to an entity
related to an officer / director for services
related to finding, negotiating and assigning
the Telesat agreement, October  2001
at $.10 per share. . . . . . . . . . . . . . .   5,550,000        5,550       549,450              -             -

Net loss for the year ended
December 31, 2001. . . . . . . . . . . . . . .           -            -             -              -    (5,009,949)
                                                -----------  -----------  ------------  ------------  -------------
BALANCE, December 31, 2001 . . . . . . . . . .   7,560,189        7,560       718,851              -    (5,009,949)

Issuance of common stock to consultants
For services valued at $275,700, or
..10 per share, June 2002. . . . . . . . . . .   2,757,000        2,757       272,943              -             -

Issuance of common stock for cash at
Prices ranging from $.08 to $.18 per share,
June 2002. . . . . . . . . . . . . . . . . . .   1,015,500        1,015       111,935              -             -
</TABLE>


                                  [Continued]

                                       19
<PAGE>

<TABLE>
<CAPTION>


                               ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

                                          (A Development Stage Company)

                                CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)

                                                   [CONTINUED]

                                                                                                   Deficit
                                                                                                  Accumulated
                                                                       Capital in     Stock       During the
                                                  Common  Stock        Excess  of  Subscription   Development
                                            -------------------------
                                               Shares        Amount    Par Value    Receivable      Stage
                                            -------------  ----------  ----------  ------------  ------------
<S>                                         <C>            <C>         <C>         <C>           <C>
Issuance of common stock related
to a proposed business acquisition
at an agreed valued of $31,500,000,
or $.07 per share, September 2002. . . . .    450,000,000     450,000  31,050,000  (30,500,000)            -

Issuance of common stock related
to a proposed business acquisition
at an agreed valued of $18,600,000,
or $.062 per share, September 2002 . . . .    300,000,000     300,000  18,300,000  (18,600,000)            -

Issuance of common stock to an officer
of the Company for assuming assets,
liabilities and indemnyfing the Company
against possible future claims, October
                                                     2002  50,853,000      50,853    2,491,797             -

Net loss for the year ended
December 31, 2002. . . . . . . . . . . . .              -           -           -            -    (3,667,691)
                                            -------------  ----------  ----------  ------------  ------------
BALANCE, December 31, 2002 . . . . . . . .    812,185,689     812,185  52,945,525  (49,100,000)   (8,677,640)

Issuance of common stock related
to a proposed business acquisition
at an agreed valued of $31,500,000,
or $.09 per share, March 2003. . . . . . .    350,000,000     350,000  31,150,000  (31,500,000)            -

Issuance of common stock related
to a proposed business acquisition
at an agreed valued of $4,500,000,
or $.09 per share, March 2003. . . . . . .     50,000,000      50,000   4,450,000   (4,500,000)            -

Issuance of common stock to a former
officer as part of anti-dilution clause of
agreement at $.09 per share March 2003 . .     30,107,525      30,108   2,679,569   (2,709,677)            -

Net loss for the year ended
March 31, 2003 . . . . . . . . . . . . . .              -           -           -            -      (112,865)
                                            -------------  ----------  ----------  ------------  ------------
BALANCE, March 31, 2003. . . . . . . . . .  1,242,293,214   1,242,293  91,225,095  (87,809,677)   (8,790,505)
</TABLE>

                                   [Continued]


                                       20
<PAGE>

<TABLE>
<CAPTION>


                           ASIA  PREMIUM  TELEVISION  GROUP,  INC.  AND  SUBSIDIARIES

                                          (A Development Stage Company)

                                CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)

                                                 [CONTINUED]

                                                                                                      Deficit
                                                                                                    Accumulated
                                                                       Capital in       Stock       During the
                                                  Common  Stock        Excess  of    Subscription   Development
                                            -------------------------
                                               Shares        Amount     Par Value     Receivable       Stage
                                            -------------  ----------  ------------  -------------  -------------
<S>                                         <C>            <C>         <C>           <C>            <C>
Write off of uncollectible stock
subscription receivable. . . . . . . . . .              -           -             -    49,100,000              -

Issuance of common stock for debt
Relief of 135,982, or $.05 per share,
July 2003. . . . . . . . . . . . . . . . .      2,719,672       2,720       133,262             -              -

Issuance of common stock related
to a proposed business acquisition
at an agreed valued of $17,500,000,
or $.09 per share, August 2003 . . . . . .    350,000,000     350,000    17,150,000   (17,500,000)             -

Issuance of common stock to a former
officer as part of anti-dilution clause of
agreement at $.05 per share July and
August 2003. . . . . . . . . . . . . . . .     26,548,792      26,549     1,300,891    (1,317,205)

Net loss for the year ended
March 31, 2004 . . . . . . . . . . . . . .              -           -             -             -    (49,383,595)
                                            -------------  ----------  ------------  -------------  -------------
BALANCE, March 31, 2004. . . . . . . . . .  1,621,561,678  $1,621,562  $109,809,248  $(57,526,882)  $(58,174,100)
                                            -------------  ----------  ------------  -------------  -------------
</TABLE>

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


                                       21
<PAGE>

<TABLE>
<CAPTION>


              ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                   From  the
                                                                                    date  of
                                                                                  Inception on
                                                    For the Year   For the Year   May 23, 2001
                                                       Ended          Ended         through
                                                     March  31,     March  31,     March  31,
                                                        2004          2003            2004
                                                    -------------  ------------  -------------
<S>                                                 <C>            <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss). . . . . . . . . . . . . . . .  $(49,383,595)  $(112,865)    $(58,174,100)
  Adjustments to reconcile net loss to
    net cash used by operating activities:
    Depreciation expense . . . . . . . . . . . . .            57          45              102
    Non-cash expense . . . . . . . . . . . . . . .        10,235           -        1,007,835
    Excess payment over basis of film library
    asset acquired . . . . . . . . . . . . . . . .             -           -        3,000,000
    Loss on disposal of assets and liabilities to
      related party. . . . . . . . . . . . . . . .         1,693           -        3,036,476
    Loss on unsuccessful acquisitions. . . . . . .    49,100,000           -       49,100,000
  Changes in assets and liabilities:
    (Increase) decrease in prepaid expense . . . .             -           -            3,757
    (Increase) decrease in other assets. . . . . .             -           -           85,571
    Increase (decrease) in accounts payable. . . .       159,476      26,615          456,913
    Increase (decrease) in accrued expenses. . . .        28,152      36,000          138,126
                                                    -------------  ------------  -------------
    Net Cash provided (Used) by
      Operating Activities . . . . . . . . . . . .       (83,982)    (50,205)      (1,345,320)
                                                    -------------  ------------  -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Payment for property and equipment . . . . . .             -      (1,795)          (1,795)
                                                    -------------  ------------  -------------
  Net Cash (Used) by Investing Activities. . . . .             -      (1,795)          (1,795)
                                                    -------------  ------------  -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sale of common stock . . . . . . .             -           -        1,112,950
  Advances from related party. . . . . . . . . . .        83,982      52,000          234,165
                                                    -------------  ------------  -------------
    Net Cash Provided by Financing Activities. . .        83,982      52,000        1,347,115
                                                    -------------  ------------  -------------
NET INCREASE (DECREASE) IN CASH. . . . . . . . . .             -           -                -

CASH AT BEGINNING OF PERIOD. . . . . . . . . . . .             -           -                -
                                                    -------------  ------------  -------------
CASH AT END OF PERIOD. . . . . . . . . . . . . . .  $          -   $       -     $          -
                                                    -------------  ------------  -------------
</TABLE>

                                   [Continued]


                                       22
<PAGE>

<TABLE>
<CAPTION>


              ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                      From the date of
                                                                                       Inception  on
                                                     For the Year    For the Year      May 23, 2001
                                                        Ended            Ended           through
                                                      March 31,        March 31,        March 31,
                                                         2004             2003             2004
                                                    ---------------  ---------------  ----------------
<S>                                                 <C>              <C>              <C>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid during the period for:
     Interest                                       $             -  $             -  $             -
     Income taxes                                   $             -  $             -  $             -
</TABLE>


SUPPLEMENTAL  SCHEDULE  OF  NONCASH  INVESTING  AND  FINANCING  ACTIVITIES:

     For  March  31,  2004:
     ---------------------
          The  Company issued 204,706 shares of common stock for services valued
          at  $10,235,  or  $.05  per  share.

          The  Company  issued 2,719,672 shares of common stock to repay debt of
          $135,982,  or  $.05  per  share.

     For  March  31,  2003:
     ---------------------
          The  Company issued 350,000,000 shares of common stock for $31,500,000
          in  stock  subscription  receivable,  or  $.09  per  share. March 2003

          The Company issued 50,000,000 shares of common stock for $4,500,000 in
          stock  subscription  receivable,  or  $.09  per  share.  March  2003

          The Company issued 30,107,525 shares of common stock for $2,709,677 in
          stock  subscription  receivable,  or  $.09  per  share.  March  2003


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


                                       23
<PAGE>

               ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

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

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

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

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

     CHANGES  IN  CONTROL  -  In  September  2002, the Company issued a total of
     750,000,000  shares  of  common  stock for the acquisition of subsidiaries.
     After  these  issuances,  the  prior  shareholders  held around 1.4% of the
     issued  and outstanding shares of the Company. A change in control occurred
     as  a  result  of  these  issuances.

     In  March  and  July 2003, the Company issued a total of 750,000,000 shares
     related  to  the acquisition of three companies. Individuals related to the
     companies  being  acquired  were  selected as officers and directors of the
     company,  which  resulted  in  a  change  in  control.

     DEVELOPMENT  STAGE  -  The  Company is considered to be a development stage
     company  as  defined  in  SFAS  no.  7.

     ACCOUNTING  ESTIMATES  -  The  preparation  of  financial  statements  in
     conformity  with  generally  accepted  accounting  principles  requires
     management  to  make  estimates  and  assumptions  that effect the reported
     amounts of assets and liabilities, the disclosures of contingent assets and
     liabilities  at  the  date  of  the  Financial Statements, and the reported
     amounts  of  revenues  and  expenses  during  the  reporting period. Actual
     results  could  differ  from  those  estimated  by  management.

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


                                       24
<PAGE>

               ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

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

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

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

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

     EARNINGS  (LOSS) PER SHARE - The Company accounts for earnings per share in
     accordance  with Statement of Financial Accounting Standards (SFAS) No. 128
     "Earnings  Per Share", which requires the Company to present basic earnings
     (loss)  per share and dilutive earnings (loss) per share when the effect is
     dilutive.

     REVENUE  RECOGNITION  -  The Company has not yet generated any revenue from
     its  planned  operations.

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


                                       25
<PAGE>

               ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     RECENTLY  ENACTED  ACCOUNTING STANDARDS - Statement of Financial Accounting
     Standards  ("SFAS")  No.  149,  "Amendment  of  Statement 133 on Derivative
     Instruments  and  Hedging  Activities",  and  SFAS No. 150, "Accounting for
     Certain  Financial Instruments with Characteristics of both Liabilities and
     Equity",  were  recently  issued.  SFAS  No.  149  and  150 have no current
     applicability  to  the  Company or their effect on the financial statements
     would  not  have  been  significant.

NOTE  2  -  FILM  LIBRARY,  PROPERTY  AND  EQUIPMENT

     During  September  2001 Parent entered into a film rights license agreement
     with  Sun  Television  Cybernetworks Holding Ltd. ("Sun") for $3,000,000 in
     convertible  notes  payable  [See  Note  6].  In December 2001, the Company
     renegotiated  the  terms  of the agreement to convert the note payable into
     261,838  shares  of  common  stock  at  an agreed upon price of $11.466 per
     share.  The  note does not provide for interest nor does it provide for any
     repayment terms other than by conversion into common stock. The film rights
     license  is unlimited and non-exclusive as to the use of the productions in
     the  film  library  for  purposes  of  editing, adapting, altering, etc. to
     produce  re-edited  works.  The  original  works remain the property of Sun
     while  the re-edited works become the property of the Company. Sun warrants
     that it is the sole owner, controller or licensee of all copyright or other
     rights  with  respect  to  the  film  library  and  that it is entitled and
     authorized  to  grant  the  license  and  rights  under this agreement. The
     convertible  note payable, as amended, also contains a contingency to issue
     additional  common  shares if the market value stock price is below $11.466
     per  share  when  the  converted  shares are subsequently sold. The license
     agreement  has  been  recorded  at  a zero basis because the company cannot
     estimate  when  or  if  it  will  be able to generate any revenues from the
     license  agreement. At March 31, 2004, the approximate number of shares for
     which  the note could have been converted, amounted to 60,000,000 shares of
     common  stock.

     PROPERTY  AND  EQUIPMENT  -  The  following  is  a  summary of property and
     equipment  -  at  cost,  less  accumulated  depreciation  as  of:

<TABLE>
<CAPTION>

                                           March  31
                                   -----------------------
                                        2004        2003
                                   --------------  -------
<S>                                <C>             <C>
  Office and computer equipment .  $            -  $1,795
  Less:  accumulated depreciation               -     (45)
                                   --------------  -------
                                   $            -  $1,750
                                   --------------  -------
</TABLE>

     Depreciation  expense  for the years ended March 31, 2004 and 2003 amounted
     to  $57  and  $45,  respectively.


                                       26
<PAGE>

               ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  3  -  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").  In  December  2001,  the  Company
     renegotiated  the  terms  of the agreement to convert the note payable into
     261,838  shares  of  common  stock  at  an agreed upon price of $11.466 per
     share.  The  note payable does not provide for interest nor does it provide
     for  any  repayment  terms  other than by conversion into common stock. The
     convertible  note  payable  also contains a contingency to issue additional
     common  shares  if  the market value stock price is below $11.466 per share
     when  the  converted  shares  are subsequently sold. At March 31, 2004, the
     approximate  number of shares for which the note could have been converted,
     amounted  to  60,000,000  shares  of  common  stock.

     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 note payable does not
     provide for interest nor does it provide for any repayment terms other than
     by conversion into common stock. The convertible note payable also contains
     a  contingency  to issue additional common shares if the market value stock
     price is below $11.466 per share when the converted shares are subsequently
     sold.  At  March  31,  2004, the approximate number of shares for which the
     note  could  have  been  converted, amounted to 20,000,000 shares of common
     stock.

NOTE  4  -  RELATED  PARTY  PAYABLES

     ADVANCE  PAYABLE  -  Through  March  31, 2003, a shareholder of the Company
     advanced  $52,000  to  the  Company to cover operating expenses. During the
     year  ended  March  31,  2004,  the  Company  entered into an agreement for
     repayment  of  advances  made  through  September 2003, wherein the Company
     agreed  to  pay  interest of 5% or convert the December 31, 2003 balance of
     $105,984  into 2,119,672 shares of common stock, or $.05 per share. In July
     2003,  the  Company  issued 2,719,672 shares of common stock for payment of
     debt  totaling $135,982, or $.05 per share. The Company also issued 204,706
     shares  of  common  stock  related  to  an  anti-dilution  agreement.

NOTE  5  -  CAPITAL  STOCK

     COMMON  STOCK  -  The  Company  had authorized 850,000,000 shares of common
     stock,  $.001  par  value. On September 19, 2002, the Company increased its
     authorized  shares  from  25,000,000  to 850,000,000. In February 2003, the
     Company's  Board  of  Directors  approved  an  increase  in  the  Company's
     authorized  shares  to 1,350,000,000. In March 2003, the Company's Board of
     Directors  approved  an  increase  in  authorized shares of common stock to
     1,750,000,000  shares.  At  March  31,  2004  the Company had 1,621,561,678
     shares  issued  and  outstanding.


                                       27
<PAGE>

               ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  5  -  CAPITAL  STOCK  [CONTINUED]

     COMMON  STOCK  ISSUANCES  -  In  August  2003, the Company issued 2,719,672
     shares  of  common  stock to repay debt of $135,982, or $.05 per share. The
     Company  also  issued  204,706  shares  of  common  stock  related  to  an
     anti-dilution  agreement  and  recorded  an  expense  of  $10,235.

     In July 2003, the Company issued 350,000,000 shares of common stock related
     to  a  proposed  acquisition.  The Company also issued 26,344,086 shares of
     common  stock  as  part  of  an  anti-dilution  agreement.

     In  March  2003,  the Company entered into a proposed acquisition agreement
     with  Shandong Hongzhi Advertising Company, Ltd. wherein the Company issued
     350,000,000  shares  of common stock for stock subscription of $31,500,000,
     or  $.09  per  share.

     In  March  2003,  the Company entered into a proposed acquisition agreement
     with  Lee  &  Brothers  International Advertising, Ltd. wherein the Company
     issued  50,000,000 shares of common stock for stock subscription receivable
     of  $4,500,000,  or  $.09  per  share.

     In March 2003, the Company issued 30,107,525 shares of common stock related
     to  an  anti-dilution agreement with a shareholder/former officer/director.
     The Company recorded a stock subscription receivable of $2,709,677, or $.09
     per  share.

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

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

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

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

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

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

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

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


                                       28
<PAGE>

               ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  5  -  CAPITAL  STOCK  [CONTINUED]

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

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

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

     In  September  2001,  the  Company  issued  5 shares of common stock due to
     rounding  of  a  reverse  stock  split.

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

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

     WARRANTS/OPTIONS  -  The  Company  has  no  warrants/options  issued  and
     outstanding  as  of  March  31,  2003  and  2003.

     2001STOCK  PLAN  - During 2001, the Board of Directors adopted a Stock Plan
     ("Plan").  Under  the  terms  and  conditions  of  the  Plan,  the board is
     empowered  to  grant stock options to employees, consultants, officers, and
     Board  of  Directors of the Company. Additionally, the Board will determine
     at the time of granting the vesting provisions and whether the options will
     qualify  as  Incentive  Stock  Options  under  Section  422 of the Internal
     Revenue  Code  (Section 422 provides certain tax advantages to the employee
     recipients).  The  Plan  was approved by the shareholders of the Company on
     September  15,  2001.  The total number of shares of common stock available
     under  the  Plan  may  not exceed 2,000,000. At March 31, 2004 and 2003, no
     options  were  granted  under  the  Plan.

     ANTI-DILUTION  CLAUSE - OCTOBER 2002- The Company entered into an agreement
     with  a  shareholder/former  officer/director  in  which  the  shareholder
     acquired  all  assets and liabilities of the Company as of October 22, 2002
     in  exchange for $1,000,000 cash and 50,853,000 shares of common stock. The
     shareholder also received an anti-dilution clause for a period of one year.
     For  any  issuances  of  common stock by the Company, the shareholder is to
     receive  a  seven percent (7%) issuance of common stock for a period of one
     year.  In  March 2003, the Company issued 30,107,525 shares of common stock
     related  to  the  anti-dilution  clause.  The Company issued in August 2003
     26,344,086  and  in July 2003 204,706 shares of common stock as part of the
     anti-dilution  agreement.

     ANTI-DILUTION  CLAUSE  -  NOVEMBER  2003  -  The  Company  entered  into  a
     consulting  agreement  with  a shareholder/former officer/director in which
     the  shareholder  shall provide consulting services to the Company. As part
     of  the  compensation  agreement,  the  consultant  shall  maintain a seven
     percent  (7%)  ownership of outstanding common stock of the Company, with a
     few  exceptions.


                                       29
<PAGE>

               ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  6  -  INCOME  TAXES

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

     The  Company  has  available  at  March  31,  2004,  unused  operating loss
     carryforwards  of  approximately  $54,500  and  foreign  operating  loss
     carryforwards  of  approximately  $58,287,000, which may be applied against
     future  taxable  income.  As substantial changes in the Company's ownership
     have occurred, there is an annual limitation on the amount of net operating
     loss  carry  forwards  which  can  be  utilized. The amount of and ultimate
     realization  of  the  benefits  from  the operating loss carry forwards 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  carry  forwards  the  Company has established a
     valuation  allowance  equal to the tax effect of the loss carry forwards in
     the amount of approximately $8,751,000 as of March 31, 2004 and, therefore,
     no  deferred tax asset has been recognized for the loss carry forwards. The
     change  in the valuation allowance is approximately $7,408,000 and $587,000
     for  March  31,  2004  and  2003,  respectively.

NOTE  7  -  RELATED  PARTY  TRANSACTIONS

     MANAGEMENT  COMPENSATION  - For the year ended March 31, 2004 and 2003, the
     Company  expensed  $57,275  and  $36,000,  respectively  for  services  as
     management  compensation. During the year ended March 31, 2003, the Company
     expensed  $17,409  as  services  by  a shareholder/former officer/director.

     OFFICE  SPACE  -  The  Company  rented  office  space in Macau (SAR) China,
     related  to  an officer of the Company, in addition to office space in Hong
     Kong (SAR) China. The monthly rent was approximately $100 per month for the
     Macau  location. During the year ended March 31, 2004 and 2003, the Company
     expensed  $1,200  and  $300,  respectively as rent expense for office space
     from  an  entity  related  to  a  shareholder/former  officer/director.

     ADVANCES BY RELATED PARTY - During the year ended March 31, 2003, an entity
     related  to  a shareholder advanced the Company $52,000. In April 2003, the
     Company  agreed to repay the advances with interest of five percent (5%) or
     convert  the balance at June 2003 into 2,119,672 shares of common stock, or
     $.05  per  share.

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


                                       30
<PAGE>

               ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  8  -  GOING  CONCERN

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

NOTE  9  -  COMMITMENTS  AND  CONTINGENCIES

     During  the  year  ended  March 31, 2004 and 2003, the Company entered into
     various  consulting  arrangements primarily related to potential funding to
     assist  the  Company  in  pursuing its planned operations in television and
     media.  A  total  of  0 and 2,757,000 shares of common stock were issued to
     these  consultants  for  services valued at $0 and $275,700 during the year
     ended  March  31,  2004  and  2003,  respectively.


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

     In  November  2003,  the Company entered into a consulting agreement with a
     shareholder/former  officer/director in which the shareholder shall provide
     consulting  services to the Company. As part of the compensation agreement,
     the consultant shall maintain a seven percent (7%) ownership of outstanding
     common  stock  of  the  Company,  with  a  few  exceptions.

NOTE  10  -  PROPOSED  ACQUISITIONS

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


                                       31
<PAGE>

               ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  10  -  PROPOSED  ACQUISITIONS  (CONTINUED)

     The  Company  entered  into  an  acquisition  agreement during October 2002
     wherein  the  Company agreed to issue 450,000,000 shares of common stock in
     consideration  for various assets valued $30,500,000 and cash of $1,000,000
     for  a total of $31,500,000, or $.07 per share. Although the Company issued
     the shares of common stock, the final consummation of the acquisition never
     occurred.  A  subscription  receivable  was  recorded  for $31,500,000 less
     $1,000,000  which  was  received  during  2002.

     The Company also agreed during October 2002, to issue 300,000,000 shares of
     common stock to Sun Media Group Holdings LTD. for consideration expected to
     be  valued  at  $18,600,000.  The  consideration  is to be paid through the
     transfer of all shares of stock of certain companies, including: a) Capital
     Channel  Limited  and  b) Sun Television Cybernetworks Trading Limited. Sun
     Television  Cybernetworks  Trading  LTD owns 53.2% of BCC LTD. Although the
     Company  issued  the  shares of common stock, the final consummation of the
     acquisition  never  occurred. A subscription receivable for $18,600,000 was
     recorded  pending  final  consummation  of  the  acquisition.

     In September 2003, the Company determined that the above acquisitions would
     not  be  completed  and  that the $1,000,000 received would be the complete
     consideration  for  both  issuances  of common stock and thus wrote-off the
     balance of the subscription receivables of $30,500,000 and $18,600,000 as a
     loss  on  unsuccessful  acquisition  in  the  total  amount of $49,100,000.

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

     During April 2003, the Company agreed to issue 350,000,000 shares of common
     stock  for  the  outstanding  share  capital  of  Beijing  Yongfu  Century
     Advertising  Consultancy Company Limited. The Company did not have adequate
     authorized  shares  of  common  stock  to  issue  until July 2003, when the
     Company increased its authorized common stock to 1,750,000,000. The Company
     issued  the  350,000,000  shares  in  July  2003.

     Subsequent  to March 31, 2004, the Company completed its remaining proposed
     acquisitions  of Lee & Bros International Ltd., Shandong Honzhi Advertising
     Company  Ltd.  and  Beijing  Yongfu Century Advertising Consultancy Company
     Limited.


                                       32
<PAGE>

               ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  11  -  EARNINGS  (LOSS)  PER  SHARE

     The  following  data  show  the amounts used in computing income (loss) per
     share and the effect on income and the weighted average number of shares of
     dilutive potential common stock for the years ended March 31, 2004 and 2003
     and  for  the  date  of  inception  on May 23, 2001 through March 31, 2004:

<TABLE>
<CAPTION>

                                                                          Cumulative
                                                                        From Inception
                                         For  the        For  the       on  May  23,
                                       Year  ended     Period  Ended     2001  through
                                        March  31,       March  31,        March  31,
                                           2004             2003             2004
                                      ---------------  --------------  ---------------
<S>                                   <C>              <C>             <C>
  (Loss) from continuing operations
    available  to common
    stockholders (numerator) . . . .  $  (49,383,595)  $    (112,865)  $(58,174,100)
                                      ---------------  --------------  ---------------
    Weighted average number of
    common shares outstanding
    used in earnings per share
    during the period (denominator).   1,479,842,760     888,711,471    675,334,990
                                      ---------------  --------------  ---------------
</TABLE>

     At March 31, 2004 and 2003, the Company has a $4,000,000 note payable which
     may  be  convertible into approximately 60,000,000 and 20,000,000 shares of
     common  stock,  respectively.

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


                                       33
<PAGE>

               ASIA PREMIUM TELEVISION GROUP, INC AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  12  -  CONCENTRATIONS

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


NOTE  13  -  SUBSEQUENT  EVENTS

     The  Company  closed  its  proposed acquisition of Lee & Bros International
     Advertising  Ltd.  subsequent  to  March  31,  2004.

     The  Company closed its proposed acquisition of Shandong Honzhi Advertising
     Company,  Ltd.  subsequent  to  March  31,  2004.

     The  Company  closed  its  proposed  acquisition  of Beijing Yongfu Century
     Advertising  Consultancy  Company  Limited  subsequent  to  March 31, 2004.

     Subsequent to March 31, 2004, certain shareholders, directors, and officers
     entered  into  an  agreement  to  establish a fund wherein 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.


                                       34
<PAGE>