Jacksam Corp - Quarter Report: 2009 June (Form 10-Q)

UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________





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

For the quarterly period ended June 30, 2009





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

For the transition period from ______to______.

Asia Premium Television Group, Inc.

(Exact name of registrant as specified in Charter)





NEVADA	0-27246	62-1407521
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

RM 602, 2 North Tuanjiehu Street, Chaoyang District

Beijing, 100026, People’s Republic of China

(Address of Principal Executive Offices)

_______________

(86-10) 6582-7900

(Issuer Telephone number)

_______________

(Former Name or Former Address if Changed Since Last Report)

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. T Yes T No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). T Yes T No

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

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer o

Smaller Reporting Company T

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act Yes T No T

State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 14, 2009: 9,965,538 shares of common stock

TABLE OF CONTENTS





PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation
Item 3.	Quantitative and Qualitative Disclosures About Market Risks
Item 4.	Controls and Procedures

PART II -OTHER INFORMATION

Item 1.	Legal Proceedings.
Item 1A.	Risk Factors.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3.	Defaults Upon Senior Securities.
Item 4.	Submission of Matters to a Vote of Security Holders.
Item 5.	Other Information.
Item 6.	Exhibits.

SIGNATURES




ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Currency expressed in United States Dollars (“US$”), except for number of shares)
	As of
	June 30, 2009			September 30, 2008
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	45,430		$	42,780
Other receivables		81,427			55,310
Related party receivable		-			493,945
Prepaid expenses		13,093			13,126
Current assets of discontinued operation		182			95,077
Total Current Assets		140,132			700,238

Convertible note receivable		-			240,000
Property and equipment, net		180,062			614,894
Intangible assets		759,382			949,944
Goodwill		-			4,172,982
Non-current assets of discontinued operation		300,929			63,204
	$	1,380,505		$	6,741,262

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued expenses	$	1,747		$	815
Other payables		264,165			350,914
Current liabilities of discontinued operation		5,261			328,854
Total Current Liabilities		271,173			680,583

STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 1,750,000,000 shares authorized, 8,111,8789 and 6,487,491 shares issued and outstanding		8,112			6,487
Additional paid-in capital – common stock		9,779,853			9,487,278
Additional paid-in capital – warrants		752,907			745,281
Subscription receivable		-			(86,647	)
Accumulated other comprehensive loss		(281,621	)		(117,981	)
Accumulated deficit		(9,149,909	)		(3,973,729	)
Treasury stock		(10	)		(10	)
Total Stockholders' Equity		1,109,332			6,060,679
	$	1,380,505		$	6,741,262

See notes to condensed consolidated financial statements.

ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Currency expressed in United States Dollars)




	Three Months Ended June 30,						Nine Months Ended June 30,
	2009			2008			2009			2008

REVENUE	$	-		$	261,445		$	-			$	682,433
COST OF SALE		-			258,866			-				258,866
GROSS PROFIT		-			2,579			-				423,567

General and administrative expenses		236,913			447,667			609,839				743,397
Depreciation and amortization		37,976			43,428			222,210				73,485
Impairment loss on intangible assets		-			-			95,568				-
Impairment loss on goodwill		-			-			4,172,981				-
		274,889			491,095			5,100,598				816,882
LOSS FROM OPERATIONS		(274,889	)		(488,516	)		(5,100,598	)			(393,315	)
OTHER INCOME (EXPENSE)
Interest income		85			32,454			4,896				33,203
Interest expense		-			-			(208	)			-
Other income		206			357			206				357
Liquidated damages on registration payment arrangement		800,000			-			(250,000	)			-
Total other income (expenses)		800,291			32,811			(245,106	)			33,560
INCOME (LOSS) BEFORE INCOME TAX FROM CONTINUING OPERATIONS		525,402			(455,705	)		(5,345,704	)			(359,755	)
Income tax		-			-			-				-

INCOME (LOSS) FROM CONTINUING OPERATIONS		525,402			(455,705	)		(5,345,704	)			(359,755	)

DISCONTINUED OPERATION
Gain on disposal of subsidiary, net of tax		-			-			189,230				-
Loss from discontinued operations, net of tax		(713	)		-			(19,706	)			-
(Loss) Income from discontinued operation		(713	)		-			169,524				-

NET INCOME (LOSS)		524,689			(455,705	)		(5,176,180	)			(359,755)
Foreign currency translation adjustment		28,416		30,106				(163,640	)			43,063

TOTAL COMPREHENSIVE INCOME (LOSS)	$	553,105		$	(425,599	)	$	(5,339,820	)		$	(316,692	)

Weighted average number of common outstanding- basic and diluted		7,620,841			4,742,491			6,861,123				3,938,033
Earning (Loss) per share from continuing operations- basic and diluted	$	0.0689		$	(0.0961	)	$	(0.7544	)		$	(0.0914	)
(Loss) Earning per share from discontinued operations- basic and diluted	$	(0.0001	)	$	-		$	0.0247			$	-

See notes to condensed consolidated financial statements.

ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars)




	Nine Months Ended June 30,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operation	$	(5,176,180	)	$	(359,755)
Adjustments to reconcile net (loss) income from continuing operation to net cash used in operating activities:
Depreciation and amortization		222,210			74,323
Impairment loss in goodwill and intangible assets		4,268,550			-
Loss on disposal of property and equipment		86,627			-
Liquidated damages for registration payment arrangements (Note 8)		250,000			-
Changes in operating assets and liabilities:
Accounts receivable and other current assets		(25,685	)		(94,078)
Other payables and accruals		(86,639	)		448,621
Net cash (used in) generated from operating activities from continuing operation		(461,117	)		69,111

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash acquired from acquisition of a subsidiary		180
Proceeds from disposal of property and equipment		307,284			-
Acquisition of property and equipment		-			(397,837)
Repayment from related parties receivable		493,945			-
Investment in subsidiary		-			(5,014,505	)
Net cash generated from (used in) investing activities from continuing operation		801,409			(5,412,342	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities from continuing operation		-			-

Effect of exchange rate fluctuation		(148,412	)		9,861

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS		191,880			(5,333,370	)
DECREASE IN CASH AND CASH EQUIVALENTS FROM DISCONTINUED OPERATION		(189,230	)		-
		2,650			(5,333,370	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		42,780			5,405,089
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	45,430		$	71,719

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	208		$	-
Income taxes paid	$	-		$	-

MAJOR NONCASH TRANSACTION
Issuance of common stock in settlement of liquidated damages for registration payment arrangement (Note 8)	$	250,000		$	-

See notes to condensed consolidated financial statements

ASIA PREMIUM TELEVISION GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements of Asia Premium Television Group, Inc. (the “Company”) and its subsidiaries have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of such condensed consolidated financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company's most recent audited condensed consolidated financial statements and notes included in its annual report on Form 10-K for the fiscal year ended September 30, 2008, filed on January 7, 2009. Operating results for the nine months ended June 30, 2009, are not necessarily indicative of the results that may be expected for longer periods or the entire year.

Business and Organization

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

In December 2008, the Board of Directors of the Company made a resolution to terminate Company’s top up services in Jiangxi Province which were conducted through Hongcheng Tengyi Telecommunications (“JXHC). The Company owned 70% of the equity of JXHC. . On May 11, 2009, the Company entered into a share transfer agreement with Jiangxi Tengyi Telecommunications Ltd., an unaffiliated third party, wherein we sold the entirety of our 70% equity ownership of JXHC to Jiangxi Tengyi for a total consideration of US$100. The transaction was effective March 31, 2009. Prior to the transaction, Jiangxi Tengyi held 30% ownership of JXHC. (See Note 11).

On December 1, 2008, the Company entered into a Consulting Agreement with Morgen Evan Redrock Limited (“MER”) to engage MER as its consultant to provide consulting services for the Company's fundraising and streamline its business and organization. The agreement terminates September 2009. The service includes but not limited to organization of management team, design of business strategy, assistance of fund raising and investment. If the consultant introduced the new strategic investor to the Company and assist the Company's reorganization successfully, the Company shall pay to the Consultant, as compensation for its services at one time, which equal to 10% of the total transaction amount and shall be satisfied by issuing new shares of the Company’s common stock of par value $0.001 per share within one month of the completion of the transaction. MER shall retain the right to request registration of its shares in the Company subject to any necessary rules and regulations of the exchange's listing authorities and regulators. Up to June 30, 2009, the Company did not issue any shares of our common stock to MER for this Consulting Agreement. A director of the parent entity of MER is the spouse of a controlling party of the Company.

Subsidiaries

On July 1, 2007, the Company acquired 100% of Sun New Media Transaction Service Ltd. (“SNMTS”), a company incorporated in Hong Kong, and its wholly owned subsidiary China Focus Channel Development Co., Ltd (“CFCD”), a company incorporated in the People’s Republic of China, from NextMart Inc. (OTB: NXMR) with a net book value of $0 at a price of $1.

On December 31, 2007, the Company entered into an agreement with Nanchang Hongcheng Mansion Limited, an unaffiliated company, to acquire a 70% equity interest in Jiangxi Hongcheng Tengyi Telecommunication Company, Ltd ("JXHC"), a local reseller of mobile minutes in Jiangxi Province. As consideration, we paid the seller the sum of $1 and 2 million RMB (approximately $282,486 USD). Separately, on January 3, 2008, we entered into an agreement with Union Max Enterprises Ltd. to acquire a Provincial Class One Full Service Operator license for the Jiangxi Province, PRC. As consideration, we paid Union Max the sum of $6 million, of which $4.5 million was paid in cash and $1.5 million was paid in the form of our common stock. As a result of that transaction, we acquired a Provincial Class One Full Service Operator license for the Jiangxi Province. Union Max was a subsidiary of China Mobile and Communications Association ("CMCA"). CMCA is China's leading association of telecommunications and telecommunication-related companies. The acquisition was completed on March 31, 2008. In December 2008, the Board of Directors of the Company resolved to terminate the Company’s top up services in Jiangxi Province. Effective March 31, 2009, the Company sold its ownership in JXHC (See Note 11).

On March 23, 2009, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with GlobStream Technology

Inc. (“GlobStream”) and its shareholders to acquire 100% of GlobStream, a corporation incorporated in the Cayman Islands. GlobStream is an internet developer of a unique mobile internet software called Total Mobile Media. According to the Acquisition Agreement, the acquisition was completed on March 30, 2009 (See Note 2).

Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries (“the Company”). All inter-company balances and transactions have been eliminated in consolidation.

Basis of Presentation, Going Concern and Management Plan

The Company’s condensed consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of June 30, 2009, the Company had an accumulated deficit totaling $9,949,909 and its current liabilities exceeded its current assets by $131,041. In view of the matters described above, the appropriateness of the going concern basis is dependent upon continuing operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursuing additional funding and potential strategic partners, which would enhance stockholders' investment. Management believes that the above actions will allow the Company to continue operations through the next fiscal year. However there can be no assurances that the Company can sell the stocks under the warrants or that sufficient financing will be available on terms acceptable to the Company or at all.

Discontinued Operation and Reclassification

In December 2008, the Board of Directors of the Company resolved to terminate the operations related to JXHC and to dispose of all interest in JXHC, which was completed as of March 31, 2009. Therefore, assets and liabilities related to JXHC as of June 30, 2009, operations and cash flows related to JXHC for the nine months ended June 30, 2009 and 2008 respectively have been reflected as discontinued operation in the accompanying condensed consolidated financial statements

In May 2009, the Board of Directors of the Company resolved to terminate the operations related to GlobStream. Therefore, assets and liabilities as of June 30, 2009 have been reflected as operation to be disposed of in the accompanying condensed consolidated financial statements. The operation to be disposed of was not in the group for the nine months ended June 30, 2009.

In accordance with FAS 144, Accounting for Impairment or Disposal of Long-Lived Assets, the Company has reflected JXHC’s and GlobStream results of operations in the condensed consolidated statement of operations through the date of the disposal as discontinued operations for all periods presented. The assets and liabilities of JXHC in the Company’s condensed consolidated balance sheet (audited) as of September 30, 2008 have been reclassified.

Acquired Intangible Assets

Acquired intangible assets, which consist primarily of technical know-how, are carried at cost less accumulated amortization and impairment losses.

Amortization is calculated on a straight-line basis over the expected useful life of the technical know-how of 3 years. Amortization expenses for the nine months ended June 30, 2009 and 2008 were $94,994 and $0, respectively.

Accounting Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Company's condensed consolidated financial statements include allowance for doubtful accounts, estimated useful lives and impairment of acquired intangible assets and goodwill.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS 157 is effective for

financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. SFAS 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. In February 2008, the FASB deferred the effective date of SFAS 157 by one year for certain non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). On October 1, 2008, the Company adopted the provisions of SFAS 157, except as it applies to those nonfinancial assets and nonfinancial liabilities for which the effective date has been delayed by one year, which the Company will adopted on October 1, 2009.

The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:





	•	Level one — Quoted market prices in active markets for identical assets or liabilities;

	•	Level two — Inputs other than level one inputs that are either directly or indirectly observable; and

	•	Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

The adoption of SFAS 157 did not have a material effect on the Company’s financial position or results of operations.

In December 2007, FASB issued Statement of Financial Accounting Standards No. 160 (“SFAS 160”), “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51.” SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 and earlier adoption is prohibited. SFAS 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in our Consolidated Financial Statements. Among other requirements, this Statement requires that the consolidated net income attributable to the parent and the noncontrolling interest be clearly identified and presented on the face of the consolidated income statement. The provisions of SFAS 160 are applied prospectively, except for the presentation and disclosure requirements, which were applied retrospectively to all periods presented. The Company does not anticipate the adoption of SFAS 160 will have a material impact on the Company’s consolidated financial position or results of operations.

Effective January 1, 2009, the first day of fiscal 2009, the Company adopted Financial Accounting Standards Board (“FASB”) Staff Position Financial Accounting Standard 142-3 (“FSP FAS 142-3”), “Determination of the Useful Life of Intangible Assets.” FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142 ("SFAS 142"), “Goodwill and Other Intangible Assets.” FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not anticipate the adoption of FSP FAS 142-3 will have a material impact on the Company’s Consolidated Financial Statements.

In March 2008, Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 161 (“SFAS 161”), “Disclosures about Derivative Instruments and Hedging Activities,” which amends and expands Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS 161 requires tabular disclosure of the fair value of derivative instruments and their gains and losses. This Statement also requires disclosure regarding the credit-risk related contingent features in derivative agreements, counterparty credit risk, and strategies and objectives for using derivative instruments. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not anticipate the adoption of SFAS 161 will have a material impact on the Company’s Consolidated Financial Statements.

In December 2007, FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007) (“SFAS 141R”), “Business Combinations”, which applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in an acquiree and the goodwill acquired. The Company will apply SFAS 141R to any business combinations subsequent to adoption.

In April 2009, the FASB issued FASB Staff Position Financial Accounting Standard 141R-1 (“FSP FAS 141R-1”), “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies.” FSP FAS 141R-1 amends SFAS 141R to require that an acquirer recognize at fair value, at the acquisition date, an asset acquired or a liability assumed in a business combination that arises from a contingency if the acquisition-date fair value of that asset or liability can be determined during the measurement period. If the acquisition-date fair value of such an asset acquired or liability assumed cannot be determined, the acquirer should apply the provisions of SFAS 5, “Accounting for Contingencies”, to determine whether the contingency should be recognized at the acquisition date or after such date. FSP FAS 141R-1 is effective for business combinations whose acquisition date is on or after the first reporting period beginning after December 15, 2008. The Company does not anticipate the adoption of this FSP will have a material impact on the Company’s Consolidated Financial Statements.

In December 2008, the FASB issued FASB Staff Position FAS 132(R)-1 (“FSP FAS 132(R)-1”), “Employers’ Disclosures about Postretirement Benefit Plan Assets.” The FSP expands the disclosure requirements about plan assets for defined benefit pension plans and postretirement plans. FSP FAS 132(R)-1 is effective for fiscal years ending after December 15, 2009, for disclosures about plan assets. The Company does not anticipate the adoption of this FSP will have a material impact on the Company’s Consolidated Financial Statements.

In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1 (“FSP FAS 107-1 and APB 28-1”), “Interim Disclosures about Fair Value of Financial Instruments.” The FSP amends SFAS 107, “Disclosure about Fair Value of Financial Instruments,” and Accounting Principles Board Opinion No. 28, “Interim Financial Reporting,” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 is effective for interim reporting periods ending after June 15, 2009in the second quarter of 2009. The Company does not currently believe that adopting this FSP will have a material impact on the Company’s Consolidated Financial Statements.

In April 2009, the FASB issued FASB Staff Position No. FSP FAS 115-2 and FAS 124-2 (“FSP FAS 115-2 and FAS 124-2”), ”Recognition and Presentation of Other-Than-Temporary Impairments.” The FSP amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. FSP FAS 115-2 and FAS 124-2 is effective for interim and annual reporting periods ending after June 15, 2009. The Company does not currently believe that adopting this FSP will have a material impact on the Company’s Consolidated Financial Statements.

In April 2009, the FASB issued FASB Staff Position No. FAS 157-4 ("FSP FAS 157-4"), “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.” The FSP provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, “Fair Value Measurements”, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP FAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009. The Company does not currently believe that adopting this FSP will have a material impact on the Company’s Consolidated Financial Statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s Consolidated Financial Statements upon adoption.

NOTE 2 – ACQUISITION OF GLOBSTREAM

On March 23, 2009, the Company entered into an acquisition agreement (the “Acquisition Agreement ”) with GlobStream Technology Inc. (“GlobStream”) and its shareholders to acquire 100% of GlobStream, a corporation incorporated in the Cayman Islands. GlobStream is an internet developer of a unique mobile internet software called Total Mobile Media. The acquisition was accounted for under the purchase method of accounting in accordance with step acquisition rules in Statement of Financial Accounting Statements No. 141, “Business Combinations”. Accordingly, the operating results of GlobStream have been included in the consolidated statements of operation effective from the date of the acquisition, March 30, 2009.

Under the terms of the Agreement, the consideration for acquisition of GlobStream included the following:

Issuance of 800,000 new shares of the Company’s common stock valued at US$0.15 per share with a lock up period of 1 year;

Issuance of 84,377 shares of the Company’s common stock valued at US$0.15 per share with a lock up period of 6 months;

Issuance of 155,623 warrants, with an exercise price of $0.15 per share on or before March 23, 2019.

In addition, the Company acquired 240,000 shares of common stock of Company then owned by GlobStream which have been retired by the Company.

The common shares issued were attributed a fair value of $0.05 per share which represented the market price of the Company’s common stock at the date of acquisition.

The warrants were determined to have a fair value of $0.049 as of the date of acquisition, based on the Black Scholes valuation model, using the following assumptions:





Expected volatility		157%
Expected life		10 years
Risk-free interest rate		2.75%
Dividend yield		Nil

As of June 30, 2009, the common shares and warrants have been issued. Accordingly, $51,845 of the aggregate fair value of the common shares and warrants was recorded as acquisition payable in the Company’s condensed consolidated balance sheet as of March 31, 2009.

This acquisition has been accounted for using the purchase method of accounting. The preliminary allocation of the purchase price for this acquisition, based on fair values of identifiable tangible and intangible assets as of the acquisition date, is as follows:





	(Unaudited)
Cash and cash equivalent	$		180
Technical know-how			287,127
Property and equipment			9,798
Other payable		(	5,260	)
Notes payable		(	240,000	)
Net assets acquired	$		51,845
Satisfied by:
Issuance of 884,377 shares of common stock	$		44,219
Issuance of 155,623 warrants			7,626
	$		51,845

At the date of acquisition of GlobStream, management made its best estimates of the purchase consideration and the allocation of the purchase consideration to the fair values of identifiable tangible and intangible assets. In this process, management has attributed $287,127 to technical know-how related to a unique mobile internet software developed by GlobStream.

The effect on the Company’s consolidated revenue and results of operations would be insignificant should the acquisition of GlobStream be completed as of the beginning of the six-month period ended March 31, 2009. Accordingly, no pro forma information is presented.

In May 2009, the Board of Directors of the Company made a resolution to terminate services in GlobStream. Therefore, assets and liabilities as of June 30, 2009 have been reflected as operation to be disposed of in the accompanying condensed consolidated financial statements. The operation to be disposed of was not in the group for the nine months ended June 30, 2009.

NOTE 3 –PROPERTY AND EQUIPMENT

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





	June 30, 2009		September 30, 2008
	(Unaudited)		(Audited)
Office equipment	$	8,856	$	345,616
Vehicles		-		185,190




Paintings		-			179,954
Leasehold improvement		-			10,451
Computer software		385,357			-
		394,213			721,211
Less: accumulated depreciation		(214,151	)		(106,317	)
	$	180,062		$	614,894

Depreciation expense for the nine months ended June 30, 2009 and 2008 was $127,216 and $73,485 respectively.

NOTE 4 –GOODWILL

The goodwill arose from the acquisition of JXHC in March 2008. In December 2008, management made a decision to discontinue the operation of JXHC. Effective March 31, 2009, the Company sold its equity interest in JXHC. As a result, the Company concluded the goodwill was fully impaired and accordingly, recognized an impairment loss of $4,172,982 during the nine months ended June 30, 2009 (See Note 11).

The movements in the carrying amount of goodwill by reporting unit from September 30, 2007 to June 30, 2009 were as follows:





Balance as of September 30, 2007	$	-
Goodwill acquired during the year		6,187,176
Less goodwill impairment during the year		2,014,194
Balance as of September 30, 2008		4,172,982
Less goodwill impairment during the period		4,172,982
Balance as of June 30, 2009	$	-

NOTE 5– CONVERTIBLE NOTES RECEIVABLE

On May 1, 2008, the Company purchased $160,000 of convertible notes issued by GlobStream. The interest rate is 8% per annum. The maturity date of the convertible notes is October 24, 2010. Interest income from these convertible notes for the June months ended June 30, 2009 was $3,200.

On June 6, 2008, the Company purchased $80,000 of convertible notes issued by GlobStream. The interest rate is 8% per annum. The maturity date of the convertible notes is October 24, 2010. Interest income from these convertible notes for the nine months ended June 30, 2009 was $1,600.

On March 30, 2009, the Company completed the acquisition of 100% of GlobStream. Effective from the date of acquisition of GlobStream, the convertible notes became an intercompany transaction that was eliminated on consolidation.

NOTE 6 – INTANGIBLE ASSETS

The following table summarizes intangible assets:





	June, 2009			September 30, 2008
	(Unaudited)			(Audited)
P Phone	$	956,812		$	956,812
PIMIE		663,190			663,190
GlobStream		2,800,000			2,800,000
Technical know-how acquired from GlobStream (Note 2)		-			-
Less: accumulated amortization and impairment		(3,660,620	)		(3,470,058	)
	$	759,382		$	949,944

Amortization expenses for the nine months ended June 30, 2009 was $94,994. There was an impairment loss of $ 95,568 recognized on

the intangible assets for the year ended September 30, 2008. There was no amortization expense nor impairment loss for the nine months ended June 30, 2009.

NOTE 7 – OTHER PAYABLES

The following table summarizes other payables:





	June 30, 2009		September 30, 2008
	(Unaudited)		(Audited)
Salaries payable to Mr. Li Li, director of the Company	$	-	$	114,273
Other payables		264,165		236,641
	$	264,165	$	350,914

NOTE 8 – SHAREHOLDERS’ EQUITY

Common Stock

On July 4, 2008, the Company entered into a definitive Stock Purchase Agreement with Her Village Ltd. (the “Her Village”) for the sale of 1,000,000 shares of common stock (“Common Stock”) for a total purchase price of $1,000,000 (the “Stock Purchase Agreement”). Her Village, a British Virgin Island company, is China's leading producer and distributor of women's-interest media content. Her Village, through it subsidiaries and through the acquisition of the Common Stock, is a controlling shareholder of the Company. Pursuant to the Stock Purchase Agreement, the Company issued to Her Village warrants to purchase an additional 1,000,000 shares of Common Stock with an exercise price of $1 per share and an expiration date of January 4, 2010. Under the Stock Purchase Agreement and at no extra cost to the Company, Her Village agreed to grant to the Company access to a series of marketing assets. In connection with the Stock Purchase Agreement, the Company also entered into a Registration Rights Agreement. The shares were issued on July 23, 2008.

On February 1, 2009, the Company cancelled 19,989 shares returned from Her Village pursuant to an Asset Transfer Agreement, as more fully disclosed in Note 9.

On January 4, 2009, the Company received a notice of claims (the “Default Notice”) from certain investors (the “Investors”) with respect to the Common Stock Purchase Agreement, Registration Rights Agreement and related transaction documents dated June 4, 2007 (the “Financing Transaction”), pursuant to which the Company agreed to issue 1,000,000 common shares of common stock and 1,000,000 common stock warrants to the Investors. Under the terms of the Financing Transaction, the Company was required to prepare and file within thirty (30) days following the date hereof a registration statement covering the resale of such number of shares of the Registrable Securities as the Investors shall elect by written notice to the Company, and absent such election, covering the resale of all of the shares of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the earlier of (i) 120 days following the Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “No Review” or similar letter from the SEC or (iii) the first business day following the day the SEC determines the Registration Statement eligible to be declared effective. The Default Notice was made by the Investors due to the Company’s failure to fulfill its obligations with respect to the registration statement. The Default Notice sought a total of 1,000,000 shares of the Company’s common stock. After due consideration and reasonable deliberation, the Company agreed to issue to each of the Investors 100,000 shares of the Company’s common stock, which represented a total of 1,000,000 shares. On March 6, 2009, the Company issued 100,000 shares to one of the Investors. Further on April 9, 2009, the Company issued the remaining 900,000 shares to other Investors. As a result, the Company recognized a loss of $250,000 based on the market price of $0.25 of the Company’s common shares as of January 9, 2009, the date of grant the common stock, for the nine months ended June 30, 2009.

In May 2009, the Company issued 884,377 common shares of common stock and 155,623 warrants as consideration of the acquisition of GlobStream. At the same time, the Company cancelled 240,000 common stock then held by GlobStream on acquisition.

Movements in the shares of the Company’s common stock are as follows:





	Number of shares		Amount
As of September 30, 2008	6,487,491	$	6,488
Cancellation of shares as returned from Her Village	(19,989 )		(20)
Issuance of shares as liquidated damages under the Financing Transaction	1,000,000		1,000
Issuance of shares as consideration for the acquisition of GlobStream.	884,377		884
Cancellation of shares as acquisition of GlobStream.	(240,000)		(240)
As of June 30, 2009	8,111,879	$	8,112

Warrants / Options

On July 22, 2007, 1,200,000 common stock warrants were issued to the Investors. Under the warrants, the Investors have the right, for a period of three years from the date of such warrants, to purchase a total of 1,200,000 shares of the Company’s common stock. The per share exercise price of the Warrant is $1.65.

On July 4, 2008, pursuant to the Stock Purchase Agreement made and entered into by the Company and Her Village, the Company issued warrants to the Her Village for the option to purchase 1,000,000 shares of Common Stock with an exercise price of $1.00 per share and an expiration of 18 months from the date of issuance.

On June 28, 2009, pursuant to the Acquisition Agreement made and entered into by the Company and GlobStream., the Company issued warrants to Mr. Luo Wenjun for the option to purchase 155,623 shares of Common Stock with an exercise price of $0.15 and an expiration after March 23, 2019.

These Warrants may be exercised, in whole or in part, by the Holder during the Exercise Period by (i) the presentation and surrender of this Warrant to the Company along with a duly executed Notice of Exercise specifying the number of Warrant Shares to be purchased, and (ii) delivery of payment to the Company of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise.

At June 30, 2009 and September 30, 2008, the Company had 155,623 and 2,200,000 common stock warrants with exercise prices of $0.15 and $1.65, respectively.

2001 Stock Plan

In 2001, the Board of Directors of the Company (the “Board”) 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 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. As of June 30, 2009, no options were granted under the Plan.

Development Fund and Treasury Stock

In 2004, certain shareholders, directors, and officers entered into an agreement to establish a fund wherein 0.65 million shares of common stock would be returned by the shareholders to the Company for cancellation and reissuance as incentives to compensate new officers, directors and other management team members based on the management effort and performance decided by the three shareholders.

On July 28, 2005, one of the shareholders returned 10,000 shares to the Company, which is treated as treasury stock at the face value and the premium as additional paid-in capital. The shares have been valued at a predecessor cost value of $0.001 per share. At present, only 10,000 shares have been returned and no shares have been reissued. When the shares are reissued to management personnel, the Company will record the fair market value of the shares issued as compensation expense.

NOTE 9 – RELATED PARTY TRANSACTIONS

Transaction with a minority shareholder

In November 2008, JXHC purchased computer software from its minority shareholder Nanchang Hongcheng Plaza Co. Ltd with a cost of $43,890. The price was paid by off-setting the receivable from Nanchang Hongcheng Plaza Co. Ltd.

Transaction with a controlling shareholder

On May 16, 2008, the Company entered into an agreement with Her Village, Ltd. (“Her Village”), China’s leading producer and distributor of women’s-interest media content, to acquire PIMIE. The total consideration to be paid for the acquisition is US$0.9 million which will be satisfied through the issuance of 300,000 shares of the Company’s common stock.

On December 3, 2008, the Company entered into an Asset Transfer Agreement (the “Asset Transfer Agreement”) with Her Village, a controlling shareholder of the Company, pursuant to which Her Village would return 19,989 shares of the Company's common stock valued at $1.00 per share to the Company. According to the Asset Transfer Agreement, Her Village also agreed to provide to the Company cash of $383,942 for the operation of the Company's business. These amounts were paid to the Company during the nine months ended June 30, 2009.

In exchange for the returned shares and the $383,942 in cash provided by Her Village, the Company agreed to forgive the amount of $86,647 owed by Her Village to the Company, which had been recorded as subscription receivable by the Company. The Company also agreed to transfer to Her Village or its designated third party a famous painting named “Sister” painted by He Duoling valued at $179,461 and a car valued at $137,470.

On May 16, 2008, the Company entered into an agreement with Her Village to acquire a technology known as PIMIE. The total consideration to be paid for the acquisition is US$1.2 million which was satisfied through the issuance of 300,000 shares of the Company’s common stock. PIMIE or Personal Intelligent Mobile Internet Engine is a mobile phone technology. Developed by Her Village and its affiliates.

NOTE 10 – LOSS PER SHARE

The Company accounts for loss per share in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share”, which requires the Company to present basic income per share and dilutive income per share. Basic earnings (loss) per share includes no dilution and is computed by dividing (loss) income available to common stockholders by the weighted average number of common shares outstanding for the year.

The following data show the amounts used in computing (loss) income per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the nine months ended June 30, 2009 and 2008:




	Nine months Ended
	June 30,
	2009			2008
	(Unaudited)			(Unaudited)
Loss from continuing operations (Numerator)	$	(5,345,704	)	$	(359,755	)
Income from operations to be disposed of (Numerator)	$	169,524		$	-
Weighted average number of common shares outstanding used in earnings per share during the period (Denominator)		6,861,123			3,938,033
Loss per share from continuing operations - basic and diluted		(0.7544	)		(0.0914	)
Earnings per share from discontinued operation - basic and diluted		0.0247			-

NOTE 11 – DISCONTINUED OPERATION

Effective March 31, 2009, the Company completed the disposal of 70% interest in JXHC for a cash consideration of $100. The following table summarizes the assets and liabilities of JXHC as of the date of disposal:




	(Unaudited)
Cash and bank	$	6,573
Accounts receivable		16,295
Other receivable		57,422
Inventories		367
Property plant and equipment - net		105,762
Accounts payable		(44,472	)




Other payables		(32,050	)
Due to related parties		(409,640	)
Tax payable		(2,890	)
Minority interest		113,503
Net liabilities disposed of	$	(189,130	)

Cash consideration	$	100

Gain on disposal	$	189,230

The following income statement have been segregated and included in income from discontinued operations, as appropriate, in the condensed consolidated income statement for the nine months ended June 30, 2009:




	(Unaudited)
Revenue	$	17,220
Cost of sales		(5,143	)
Gross profit		12,077
General and administrative		(31,456	)
Depreciation		(3,213	)
Interest and other income		6
Minority interest		3,593
Net loss	$	(18,993	)

In connection with is August 1, 2009 agreement with Beijing Hua Hui Investement Lt. (“Hua Hui”) (See Note 13 Subsequent Events), the Company sold its equity interest in GlobStream to Hua Hui.

The following assets and liabilities have been segregated and included in assets and liabilities of discontinued operations, as appropriate, in the condensed consolidate balance sheet as of June 30, 2009:




	(Unaudited)
Cash and bank	$	181
Other receivable		254,900
Total current assets of discontinued operations	$	255,081

Property and equipment - net		9,085
Intangible assets		287,127
Total non-current assets of discontinued operations	$	296,212

Total assets of discontinued operations	$	551,293

Other payables	$	260,160
Liabilities of discontinued operations	$	260,160

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Operating Lease Obligations

The Company has entered into operating leases related to office space under non-cancelable agreements. As of June 30, 2009, total future commitment for minimum lease payments was as follows:





	(Unaudited)
Period ending June 30,
2010	$	43,924
2011		94,876




2012		6,075
Total	$	144,875

Rental expense for the nine months ended June 30, 2009 and 2008 totaled approximately $53,446 and $33,438, respectively.

NOTE 13-SUBSEQUENT EVENTS

On July 9, 2009, the Company entered into an agreement with Redrock Capital Venture Limited which cancelled outstanding loans in the amount of $223,529 in favor of Redrock for the issuance of 1,853,659 shares of its common stock at $0.12 per share.

On August 1, 2009, the Company entered into a subscription agreement with Beijing Hua Hui Investment Lt., an unaffiliated company organized under the laws of the PRC (“Hua Hui”). Hua Hui is part of The Beijing Hua Hui Corporation, a PRC real estate construction and development conglomerate that specializes in constructing and developing travel, resort, hotel, and apartment properties in popular tourist and other destinations within the PRC. Under the Agreement, the Company received from Hua Hui the commercial income rights (described below) to 10,000 square meters of apartment space in Building #1 of the Huadun Changde International Hotel’s Apartment Complex located in the city of Changde in China’s Hunan Province (“Project”). The Project is currently under development by Hua Hui. The parties have valued the commercial income rights at RMB60,000,000 (US$8,776,549,06). As consideration, the Company will pay a total of RMB50,000,000 (US$7,313,790.88), to be satisfied by issuing Hua Hui 55,487,805 shares of its common stock which is valued at US$0.12 per share (the closing price of the Company’s common stock on the transaction date) for a total stock value of RMB 45,500,000 (or US$6,658,536). As additional consideration, Hua Hui received from the Company all of the shares of the GlobStream Technology Inc., a wholly owned subsidiary of the Company, certain assets of Sun New Media Transaction Services Limited, a wholly owned subsidiary of the Company, certain assets of Sun Focus Technology Limited, a wholly owned subsidiary of the Company, and certain other miscellaneous assets.

The Company has evaluated the subsequent events for the period from June 30, 2009 (the date of the financial statements) through August 14, 2009 (the date the financial statements are available to be issued). Pursuant to the requirements of SFAS No. 165, there were no events or transactions occurring during this subsequent event report period which requires recognition or disclosure in the financial statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the " Securities Act ") and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the " Exchange Act "). Such statements relate to, among other things, our future plans of operations, business strategy, operating results and financial position and are often, though not always, indicated by words or phrases such as "anticipate," "estimate," "plan," "project," "outlook," "continuing," "ongoing," "expect," "believe," "intend," and similar words or phrases. These forward-looking statements include statements other than historical information or statements of current condition, but instead represent only our belief regarding future events, many of which by their nature are inherently uncertain and outside of our control. Important factors that could cause actual results to differ materially from forward-looking statements including, but not limited to, those described in the section titled "Risk Factors" previously disclosed in our Annual Report on Form 10-K for the year ended September 30, 2008, are the following:

- Our ability to license our technologies ;

- Our ability to make improvements to our technologies to keep pace with technological advances;

- Our ability to raise additional funds;

- Our ability to execute key strategies;

- Action of competitors;

- Our ability to attract and retain employees;

- Risks associated with assumptions we make in connection with our critical accounting estimates;

- Potential adverse accounting related developments

- Developments or change in the regulatory and legal environment in China; and

- Other matters discussed in this Report generally.

Consequently, readers of this Report should not rely upon these forward-looking statements as predictions of future events. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to update or revise any forward-looking statements in this Report to reflect any new events or any change in conditions or circumstances. All of the forward-looking statements in this Report are expressly qualified by these cautionary statements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Overview

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

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

On January 3, 2008, management determined to divest from our traditional advertising business and redirect its focus towards a mobile phone-based marketing and advertising business, As a result, we entered into a sale and purchase agreement with Fanya Advertising Company Ltd. ("Fanya") to sell BAHA and its wholly-owned Chinese subsidiaries Shandong Hongzhi Communications and Career Advertising Co., Ltd. (“SHCCA”) and Tibet Asia Culture Media Co., Ltd. (“TACM,” collectively referred to as "BAHA Group"). The agreement provides for the sale of the BAHA Group for an aggregate cash consideration of $4.8 million. We completed this divestment on January 10, 2008. Operating results of BAHA subsequent to September 30, 2007 have not been consolidated with our operating results, and our financial statements as of and for the fiscal year ended September 30, 2008 do not include operating results of the BAHA Group.

certain other miscellaneous assets. As a result of the sale of the transactions with Hua Hui, the Company will no longer pursue its plan for “Mobilizing Entertainment” in China as previously announced on January 16, 2009.

Our Future Business Strategy

As a result of the transaction with Hua Hui, the Company’s new business goal is to become a leading specialty real estate sales company in China for tourism area developments. The Company does not expect to invest directly in any development project but expects to contribute its existing resources and know how to: 1) assist real estate developers to acquire prime land from local governments for development; and/or 2) act as the marketing and sales arm for real estate development projects. Under its new business plan, the company anticipates two revenue models. The first is to operate as the marketing and sales arm of The Beijing Hua Hui Corporation, the parent entity of Hua Hui. With The Beijing Hua Hui Corporation as its anchor client, the Company would generate revenues from: 1) the sale of the Project property, as outlined above; 2) sales commission on over 100,000 square meters of real estate for development on sites in Shaanxi and Hunan provinces currently held by Beijing Hua Hui Corporation; 3) future development projects that The Beijing Hua Hui Corporation is currently negotiating at Huang Shan Mountain, the Yabuli Ski resort, the Thousand Lakes area of Zhejiang province, Sanya, and Hangzhou. The second revenue model is to operate as a marketing and sales agent for other real estate tourism area developments throughout the country and generate revenues through sales commissions. The Company is currently in discussion with several national real estate developers who have expressed interest.

The Company believes that one of its advantage over its competitors is its ability to target China’s wealthy through its access to extensive media networks. This network of media channels can be aggregated through its affiliated companies and includes over 70 print media and 700 online media channels, many of which target our desired market: China’s rich and influential. Existing data indicates that China now has 900,000 people with over RMB10,000,000 in assets, of which 100,000 have over RMB100,000,000 in assets. The Company believes that the number of Chinese consumers able and willing to purchase second homes for vacationing will increase with China’s continued explosive growth. These wealthy consumers are spread throughout the country, which requires targeted national media resources, which is something the Company will be able to offer its client developers as part of its overall marketing and sales strategy.

The Company believes that it maintains sufficient cash to maintain its current and proposed operations until it can generate revenues from the sale of the apartment units, which is expected to occur in the first quarter of the year 2010. Thereafter, the Company believes that revenues from the Project will be sufficient to allow participation in its new business model.

Our business strategies are subject to certain risks and uncertainties, including our ability to raise additional funds in the near future. We can not predict whether we will successful with any of business strategies.

Results of Operations

The following discussion relates to our existing on mobile phone based business. The discussions below exclude the results of operations of our discontinued business. As a result of our recent transaction with Hua Hui, the results of operations discussed below may not be meaningful in potentially assessing future operations of the Company.

Unless otherwise indicated, all amounts are in U.S. Dollars.

Three Months Ended June 30, 2009 Compared to Three Months Ended June 30, 2008

Total Revenues and Gross Profit

We hade no revenues from operations or gross profit for the three months ended June 30, 2009, compared to revenues of $261,445 and gross profit of $2,579 for the three months ended June 30, 2008. Revenues and gross profit for the 2008 period were due to our legacy print media advertising business. In January 2008, we divested ourselves of that business and refocused on mobile phone based business. We have not derived revenues with respect to our mobile phone based business for the period indicated.

Income (Loss) from Operations

During the 2009 period, we incurred general and administrative expenses of $236,913 compared with $447,667 for the 2008 period. The decrease in general and administrative expenses is due primarily to reduce overhead at the corporate level which corresponds to our reduced operations during the current period. We also had $37,976 in depreciation and amortization for the 2009 period compared with $43,428 for the comparable 2008 period. Our loss from operations for the three months ended June 30, 2009 was $(274,889), compared to $(488,516) for the three months ended June 30, 2008. The difference between the periods is due to the lack of revenue for the 2009 period together with higher depreciation and amortization expenses.

Other Income (Expense)

Other Income (Expense) for the three months ended June 30, 2009 and 2008 was $206 and $357, respectively. We received $85 in interest income for the 2009 period compared with $32,454 for the 2008 period. There was a reversal of liquidated damages for $800,000 compared with nil for 2008.

Income(Loss) from Continuing Operations

Our income (loss) from continuing operations was $525,402 for the three months ended June 30, 2009 compared to $(455,705) for the three months ended June 30, 2008 for the reasons discussed above.

Net Income (Loss)

As a result of the foregoing, our net income was $524,689 for the three months ended June 30, 2009 compared $(455,705) for the three months ended June 30, 2008.

Total Comprehensive Income (Loss)

During the 2009 period, we had a foreign currency translation adjustment of $28,416 compared with $30,106 for the 2008 period. The difference is due to the value of the US dollar in comparison to the RMB. As a result of all of the above, we had a total comprehensive income of $553,105 for the three month period in 2009 period compared with a total comprehensive loss of $(425,599) for the comparable period in 2008.

Nine Months Ended June 30, 2009 Compared to nine Months Ended June 30, 2008

Total Revenues and Gross Profit

We had no revenues from operations or gross profit for the nine months ended June 30, 2009, compared to revenues of $682,433 and gross profit of $423,567 for the nine months ended June 30, 2008. Revenues and gross profit for the 2008 period were due to our legacy print media advertising business. In January 2008, we divested ourselves of that business and refocused on mobile phone based business. We have not derived revenues with respect to our mobile phone based business.

Income (Loss) from Operations

During the 2009 period, we incurred general and administrative expenses of $609,839 compared with $743,397 for the 2008 period. The decrease in general and administrative expenses is due primarily reduced overhead at the corporate level which corresponds to our reduced operations during the current period. We also had $222,210 in depreciation and amortization for the 2009 period compared with $73,485 for the comparable 2008 period which reflects the amortization of recently acquired technologies. During the 2009 period, we incurred an impairment loss of $(4,172,981) attributable to the write down of the goodwill of Hongcheng Tengyi Telecommunications (“JXHC) (see Note 4 and 11 to the Financial Statements). Our income (loss) from operations for the nine months ended June 30, 2009 was $(5,100,598) compared to a loss of $(393,315) for the 2008 period. The difference between the two periods is due to the lack of revenue for the 2009 period together with a higher depreciation and amortization, general and administrative expenses and impairment loss on intangible assets and goodwill for the period.

Other Income (Expense)

Other Income (Expense) for the nine month ended June 30, 2009 was $(245,106), which consisted primarily of liquidated damages on registration payment arrangement, compared to a gain of $33,560 for the nine months ended June 30, 2008. In addition, during the 2009 period, we incurred $250,000 in expenses attributable to our failure to register with the Securities and Exchange Commission certain shares of our common stock as discussed above. We also had an interest $(208) in interest expense for the 2009 period with no corresponding charge for the 2008 period. In the 2009 period, we received $4,896 in interest income compared with $33,203 for the 2008.

Loss (Income) from Continuing Operations

Our loss from continuing operations was $(5,345,704) for the nine months ended June 30, 2009 compared to a loss of $(359,755) for the nine months ended June 30, 2008 for the reasons discussed above.

Discontinued Operations

We had a gain of $189,230 on the disposal of subsidiary, net of tax attributable to the sale of our 70% equity interest in Hongcheng Tengyi Telecommunications which occurred in January 2008. We did not have a corresponding event in the 2008 period. During the 2009 period, we also had a loss of $(19,706) attributable to that same disposition.

Net Income (Loss)

As a result of the foregoing, our net loss was $(5,176,180) for the nine months ended June 30, 2009 compared with a loss of $(359,755) for the nine months ended June 30, 2008.

Total Comprehensive Income (Loss)

During the 2009 period, we had a foreign currency translation adjustment of $(163,640) compared with $43,063 for the 2008 period. The difference is due to the value of the US dollar in comparison to the RMB. As a result, we had a total comprehensive loss of $(5,339,820) for the 2009 period compared with a total comprehensive loss of $(316,692) for the 2008 period.

Liquidity and Capital Resources

We have finance our operations primarily through cash generated from operating activities, a mixture of short and long-term loans and issuance of common stock.

The following table summarizes our cash flows for the nine months ended June, 2009 and June 30, 2008:




	Nine Months Ended June 30,
	2009			2008
Net cash (used in) provided by operating activities	$	(461,117	)		69,111
Net cash provided by (used in) investing activities		801,409			(5,412,342	)
Net cash provided by (used in) financing activities		-			-
Effect of exchange rate change on cash		(148,412	)		9,861
Net decrease in cash from discontinuing operations		(189,230	)		-
Cash flows of operation to be disposed of		-			-
Cash and cash equivalents (closing balance)		45,430			71,719

The net cash used in operating activities for the nine months ended June 30, 2009 was $461,117, compared with net cash provided by operating activities of $69,111 in the same period of 2008. The $392,006 difference is due to increased operating expenses in the 2009 period.

The net cash provided by the investing activities for the nine months ended June 30, 2009 was $801,409, compared with net cash used in investing activities of $5,412,342 in the same period of 2008. There was a difference of $4,610,933 which mainly due to the investment in subsidiaries to acquire our new technologies during the 2008 period.

The net cash provided by financing activities for the nine months ended June 30, 2009 and 2009 was $0, respectively.

The effect of the exchange rate on cash was $(148,412) compare with $9,861 for the 2008 period. The difference is due to the weakening of the US dollar against the RMB.

The difference in the closing balance of cash and cash equivalent (closing balance) for the nine months ended June 30, 2009 and the same period of 2008 is due to the reasons mentioned above.

Our total assets as of June 30, 2009 were $1,380,505, including $45,430 for cash and cash equivalents. Our total liabilities as of June 30 2009 were $271,173. Liabilities consisted primarily of $264,165 in other payables.

We continue to experience significant losses from operations. We are uncertain as to when we will achieve profitable operations. We have an immediate need for capital to conduct our ongoing operations and to advance the development of mobile based technology. We anticipate raising capital through additional private placements of our equity securities, proceeds received from the exercise of outstanding warrants and options, and, if available on satisfactory terms, debt financing. We can not guarantee that we will be successful in our efforts to enhance our liquidity. If we are unable to raise sufficient funds to meet our cash requirements as described above, we may be required to curtail, suspend, or discontinue our current and/or proposed operations. Our inability to raise additional funds as described above may forced us to restructure, file for bankruptcy, sell assets or cease operations, any of which could adversely impact our business and business strategy, and the value of our capital stock. Due to the current price of our common stock, any common stock based financing may create significant dilution to the then existing shareholders. In addition, in order to conserve capital and to provide incentives for our employees and service providers, it is conceivable that we may issue stock for services in the future which also may create significant dilution to existing shareholders.

Contractual Obligations

The Company has entered into two building leases for its offices in Beijing. Both Beijing facility leases became effective on September 27, 2007 and will expire on December 31, 2010. The monthly rental payment under the leases are $10,989. The combined lease expenses for the nine months ended June 30, 2009 amounted to $53,446 and the total lease commitment is $217,801.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in Note 1 to our consolidated financial statements included in the annual report for the year ended September 30, 2008. We prepare our financial statements in conformity with U.S. GAAP, which requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demands on our management’s

judgment.

NEW ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued Statement No. 157, Fair Value Measurement (FAS 157). While this statement does not require new fair value measurements, it provides guidance on applying fair value and expands required disclosures. FAS 157 is effective for the Company beginning in the first quarter of fiscal 2009. This pronouncement should not have a material impact on our financial statements.

In February 2008, the FASB issued “Effective Date of FASB Statement No.157” FASB Staff Position (FSP) No. 157-2 (FSP No. 157-2). FSP No.157-2 delays the effective date of SFAS No. 157 until fiscal years beginning after November 15, 2008, for fair value measurements of non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in an entity’s financial statements on a recurring basis (at least annually).

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (FAS 159). The statement, which is expected to expand fair value measurement, permits entities to choose to measure many financial instruments and certain others items at fair value. FAS 159 is effective for us beginning in the first quarter of 2009. This pronouncement should not have a material impact on our financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We do not expect the adoption of SFAS No.161 to have a material impact on our financial statements.

OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Revenue Recognition

We rely on SEC Staff Accounting Bulletin: No. 101 "Revenue Recognition in Financial Statements" ("SAB 101") to recognize our revenue. SAB 101 in establishing our accounting policy states that revenue generally is realized or realizable and earned when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the seller's price to the buyer is fixed or determinable, and (4) collectability is reasonably assured.

As our prior revenue recognition policy is not applicable to the new mobile phone-based marketing and advertising business, we are currently developing a new policy in compliance with US generally accepted accounting principles and SAB No. 101. We have monitored the development of our new revenue recognition policy and will ensure that revenue recognition criteria be consistently and appropriately interpreted and applied.

Income Taxes

We account for income taxes under the provisions of SFAS No. 109, "Accounting for Income Taxes," as described in Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2007. We record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. In the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of their recorded amount, an adjustment to our deferred tax assets would increase our income in the period such determination was made. Likewise, if we determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to our deferred tax assets would be charged to our income in the period such determination is made. We record income tax expense on our taxable income using the balance sheet liability method at the effective rate applicable in China in our consolidated statements of operations and comprehensive income.

Item 4. Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Company’s Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the

Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal controls

There were no changes in our internal controls over financial reporting that occurred during the nine months ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 6. Exhibits.





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

31.2		Certification of Finance Controller pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

32.2		Certification of Finance Controller pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





	Asia Premium Television Group, Inc.

Date: August 14, 2009	By:	/s/ Liu Menghua
		Liu Menghua
Date: August 14, 2009	By:	Chief Executive Officer /s/ Carla Zhou
		Carla Zhou Chief Financial Officer