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<title>China Media Group Corporation 8-K</title>
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<p ALIGN="CENTER"><font face="Arial">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549</font></p>
</b>

<p ALIGN="CENTER"><font face="Arial">FORM 8-K</font></p>

<p ALIGN="CENTER"><font face="Arial">CURRENT REPORT<br>
PURSUANT TO SECTION 13 0R 15 (D) OF THE<br>
SECURITIES EXCHANGE ACT OF 1934</font></p>

<p ALIGN="CENTER"><font face="Arial">Date of Report (Date of earliest event reported) June
8, 2012</font></p>
<b>

<p ALIGN="CENTER"><font face="Arial">China Media Group Corporation</b><br>
(Exact name of registrant as specified in its charter)</font></p>

<p ALIGN="CENTER"><font face="Arial">Texas<br>
(State or Other Jurisdiction of Incorporation)</font></p>
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    <td WIDTH="53%" VALIGN="TOP" HEIGHT="16"><font SIZE="2"><p ALIGN="CENTER"><font
    face="Arial">000-50431</font></font></td>
    <td WIDTH="12%" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="35%" VALIGN="TOP" HEIGHT="16"><font SIZE="2"><p ALIGN="CENTER"><font
    face="Arial">32-0034926</font></font></td>
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    <td WIDTH="53%" VALIGN="TOP" HEIGHT="16"><font SIZE="2"><p ALIGN="CENTER"><font
    face="Arial">(Commission File Number)</font></font></td>
    <td WIDTH="12%" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="35%" VALIGN="TOP" HEIGHT="16"><font SIZE="2"><p ALIGN="CENTER"><font
    face="Arial">(IRS Employer Identification No.)</font></font></td>
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    <td WIDTH="535" VALIGN="TOP" HEIGHT="16"><font SIZE="2"><p ALIGN="CENTER"><br>
    <font face="Arial"><br>
    1402 Wan Chai Commercial Center 204 Johnston Road, Wanchai, Hong Kong</font></font></td>
    <td WIDTH="122" VALIGN="TOP" HEIGHT="16"></td>
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    <td WIDTH="535" VALIGN="TOP" HEIGHT="16"><p align="center"><font face="Arial" SIZE="2"><br>
    (Address of Principal Executive Offices)</font></td>
    <td WIDTH="122" VALIGN="TOP" HEIGHT="16"><p align="center"><font face="Arial" SIZE="2"><br>
    (Zip Code)</font></td>
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<p ALIGN="CENTER"><font face="Arial">+011 852 3171 1208<br>
Registrant's telephone number, including area code</font></p>

<p ALIGN="CENTER"><font face="Arial">(Former name or Former Address, If Changed Since Last
Report)</font></p>
</font><div align="center"><center>

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    <td VALIGN="TOP"><font face="Arial" SIZE="2">Check the appropriate box below if the Form
    8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
    under any of the following provisions (see General Instruction A.2. below):</font></td>
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    <td WIDTH="8%" VALIGN="TOP" HEIGHT="16"><font face="Arial" SIZE="2"><br>
    [&nbsp;&nbsp; ]</font></td>
    <td WIDTH="92%" VALIGN="TOP" HEIGHT="16"><font face="Arial" SIZE="2"><br>
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</font></td>
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    <td WIDTH="8%" VALIGN="TOP" HEIGHT="16"><font face="Arial" SIZE="2"><br>
    [&nbsp;&nbsp; ]</font></td>
    <td WIDTH="92%" VALIGN="TOP" HEIGHT="16"><font face="Arial" SIZE="2"><br>
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</font></td>
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    <td WIDTH="8%" VALIGN="TOP" HEIGHT="16"><br>
    <font face="Arial" SIZE="2">[&nbsp;&nbsp; ]</font></td>
    <td WIDTH="92%" VALIGN="TOP" HEIGHT="16"><font face="Arial" SIZE="2"><br>
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
    240.14d-2(b))</font></td>
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    <td WIDTH="8%" VALIGN="TOP" HEIGHT="16"><font face="Arial" SIZE="2"><br>
    [&nbsp;&nbsp; ]</font></td>
    <td WIDTH="92%" VALIGN="TOP" HEIGHT="16"><font face="Arial" SIZE="2"><br>
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
    240.13e-4(c))</font></td>
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<b>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">CURRENT REPORT ON FORM 8-K<br>
CHINA MEDIA GROUP CORPORATION</font></p>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">TABLE OF CONTENTS</font></p>
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    <td WIDTH="11%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">Item&nbsp;</font></font></td>
    <td WIDTH="83%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">Description </font></font></td>
    <td WIDTH="6%" VALIGN="middle" HEIGHT="20"></td>
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    <td WIDTH="11%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">2.01</font></font></td>
    <td WIDTH="83%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">Completion of Acquisition or Disposition of Assets</font></font></td>
    <td WIDTH="6%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="CENTER"><font
    face="Arial">1</font></font></td>
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    <td WIDTH="11%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"></td>
    <td WIDTH="83%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"><font SIZE="2"><p
    ALIGN="JUSTIFY"></font></font><font face="Arial" SIZE="2">Acquisition</font></td>
    <td WIDTH="6%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"><font SIZE="2"><p
    ALIGN="CENTER"><font face="Arial">1</font></font></td>
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    <td WIDTH="11%" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="83%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">Description of Business</font></font></td>
    <td WIDTH="6%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="CENTER"><font
    face="Arial">2</font></font></td>
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    <td WIDTH="11%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"></td>
    <td WIDTH="83%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"><font SIZE="2"><p
    ALIGN="JUSTIFY"><font face="Arial">Legal Proceedings</font></font></td>
    <td WIDTH="6%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"><font SIZE="2"><p
    ALIGN="CENTER"><font face="Arial">10</font></font></td>
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    <td WIDTH="11%" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="83%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">Management's Discussion and Analysis of Financial Condition and Results of
    Operations</font></font></td>
    <td WIDTH="6%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="CENTER"><font
    face="Arial">11</font></font></td>
  </tr>
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    <td WIDTH="11%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"></td>
    <td WIDTH="83%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"><font SIZE="2"><p
    ALIGN="JUSTIFY"><font face="Arial">Risk Factors</font></font></td>
    <td WIDTH="6%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"><font SIZE="2"><p
    ALIGN="CENTER"><font face="Arial">15</font></font></td>
  </tr>
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    <td WIDTH="11%" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="83%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">Security Ownership of Certain Beneficial Owners and Management</font></font></td>
    <td WIDTH="6%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="CENTER"><font
    face="Arial">30</font></font></td>
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    <td WIDTH="11%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"></td>
    <td WIDTH="83%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"><font SIZE="2"><p
    ALIGN="JUSTIFY"><font face="Arial">Executive Officers and Directors</font></font></td>
    <td WIDTH="6%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"><font SIZE="2"><p
    ALIGN="CENTER"><font face="Arial">32</font></font></td>
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    <td WIDTH="11%" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="83%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">Executive Compensation</font></font></td>
    <td WIDTH="6%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="CENTER"><font
    face="Arial">34</font></font></td>
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    <td WIDTH="11%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"></td>
    <td WIDTH="83%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"><font SIZE="2"><p
    ALIGN="JUSTIFY"><font face="Arial">Certain Relationships and Related Transactions</font></font></td>
    <td WIDTH="6%" VALIGN="middle" BGCOLOR="#DBE5F1" HEIGHT="20"><font SIZE="2"><p
    ALIGN="CENTER"><font face="Arial">38</font></font></td>
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    <td WIDTH="11%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">3.02</font></font></td>
    <td WIDTH="83%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">Unregistered Sales of Equity Securities</font></font></td>
    <td WIDTH="6%" VALIGN="middle" HEIGHT="20"></td>
  </tr>
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    <td WIDTH="11%" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"></td>
    <td WIDTH="83%" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><font SIZE="2"><p
    ALIGN="JUSTIFY"><font face="Arial">Description of Capital Stock</font></font></td>
    <td WIDTH="6%" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><font SIZE="2"><p
    ALIGN="CENTER"><font face="Arial">39</font></font></td>
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    <td WIDTH="11%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">5.01</font></font></td>
    <td WIDTH="83%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">Changes in Control of Registrant.</font></font></td>
    <td WIDTH="6%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="CENTER"><font
    face="Arial">40</font></font></td>
  </tr>
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    <td WIDTH="11%" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><font SIZE="2"><p
    ALIGN="JUSTIFY"><font face="Arial">5.02</font></font></td>
    <td WIDTH="83%" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><font SIZE="2"><p
    ALIGN="JUSTIFY"><font face="Arial">Departure of Directors or Certain Officers; Election of
    Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.</font></font></td>
    <td WIDTH="6%" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p align="center"><font
    face="Arial" SIZE="2">40</font></td>
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    <td WIDTH="11%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">9.01</font></font></td>
    <td WIDTH="83%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="JUSTIFY"><font
    face="Arial">Financial Statements and Exhibits.</font></font></td>
    <td WIDTH="6%" VALIGN="middle" HEIGHT="20"><font SIZE="2"><p ALIGN="CENTER"><font
    face="Arial">41</font></font></td>
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    <td VALIGN="TOP"><font face="Arial" SIZE="2"><strong>Definitions and Conventions </strong></font></td>
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    <td VALIGN="top" style="text-align: justify"><font face="Arial" SIZE="2"><br>
    References to &quot;China&quot; or &quot;PRC&quot; refer to the People's Republic of
    China. </font></td>
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    <td VALIGN="top" style="text-align: justify"></font><font face="Arial" SIZE="1"><br>
    References to &quot;</font><font face="Arial" SIZE="2">Common Stock&quot; means the Common
    Stock, no par value, of China Media Group Corporation. </font></td>
  </tr>
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    <td VALIGN="top" style="text-align: justify"><font face="Arial" SIZE="2"><br>
    References to the &quot;Commission&quot; or &quot;SEC&quot; means the U.S. Securities and
    Exchange Commission. </font></td>
  </tr>
  <tr>
    <td VALIGN="top" style="text-align: justify"><font face="Arial" SIZE="2"><br>
    References to &quot;ECE&quot; means ECE Technologies Sdn. Bhd., a company incorporated in
    Malaysia.</font></td>
  </tr>
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    <td VALIGN="top" style="text-align: justify"><font face="Arial" SIZE="2"><br>
    References to the &quot;ATeam&quot; means A-Team Resources Sdn. Bhd., a company
    incorporated in Malaysia that is engaged in the business of consumer electronics and light
    appliances. </font></td>
  </tr>
  <tr>
    <td VALIGN="top" style="text-align: justify"><font face="Arial" SIZE="2"><br>
    References to the &quot;BRR&quot; means Beijing Ren Ren Health Culture Promotion Co.,
    Limited, a company incorporated in China that is a 50% subsidiary of Good World. BRR is
    engaged in advertising sales in China. </font></td>
  </tr>
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    <td VALIGN="top" style="text-align: justify"><font face="Arial" SIZE="2"><br>
    References to the &quot;ATC Marketing&quot; means ATC Marketing Limited, a company
    incorporated in Hong Kong that is a 50% subsidiary of Good World. ATC Marketing is a joint
    venture company with AdvanceTech Communications Sdn. Bhd. holding the worldwide marketing
    rights, other than certain rights belonging to the Company, of a convergent communication
    device named M.A.G.I.C.&nbsp; </font></td>
  </tr>
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    <td VALIGN="top" style="text-align: justify"><font face="Arial" SIZE="2"><br>
    References to the &quot;Good World&quot; means Good World Investments Limited, an
    investment holding company incorporated in the British Virgin Islands that is a wholly
    owned subsidiary of CMG</font><font face="Arial" size="3">.</font></td>
  </tr>
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    <td VALIGN="top" style="text-align: justify"><font face="Arial" SIZE="2"><br>
    References to the &quot;ATC&quot; means AdvanceTech Communications Sdn. Bhd., a Malaysia
    incorporated company that is developing a convergent communication device named M.A.G.I.C.
    </font></td>
  </tr>
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    <td VALIGN="top" style="text-align: justify"><font face="Arial" SIZE="2"><br>
    References to the &quot;RRMG&quot; means Ren Ren Media Group Limited, a company
    incorporated in Hong Kong that is a wholly owned subsidiary of CMG. RRMG is an
    administrative and advertising sales company in Hong Kong and China. </font></td>
  </tr>
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    <td VALIGN="top" style="text-align: justify"><br>
    <font face="Arial" SIZE="2">Reference to &quot;SEC&quot; means the Securities Exchange
    Commission;</font></td>
  </tr>
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    <td VALIGN="top" style="text-align: justify"><font face="Arial" SIZE="2"><br>
    Reference to &quot;Closing Date&quot; means June 8, 2012 the closing date of the Sale and
    Purchase Agreement dated March 15, 2012;</font></td>
  </tr>
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    <td VALIGN="top" style="text-align: justify"><font face="Arial" SIZE="2"><br>
    References to &quot;Company&quot;, &quot;CMG&quot;, &quot;we&quot;, &quot;our&quot;,
    &quot;Group&quot; means China Media Group Corporation and includes, unless the context
    requires or indicate otherwise, the operation of its subsidiaries (all herein defined). </font></td>
  </tr>
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    <td VALIGN="top" style="text-align: justify"><font face="Arial" SIZE="2"><br>
    References to &quot;33 Act&quot; or &quot;Securities Act&quot; means the Securities Act of
    1933, as amended. </font></td>
  </tr>
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    <td VALIGN="top" style="text-align: justify"><font face="Arial" SIZE="2"><br>
    References to &quot;34 Act&quot; or &quot;Exchange Act&quot; means the Securities Act of
    1934, as amended. </font></td>
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    <td WIDTH="14%" VALIGN="TOP"></font><font face="Arial" SIZE="2"><b>Item 2.01</b></font></td>
    <td WIDTH="86%" VALIGN="TOP"><font face="Arial" SIZE="2"><b>Completion of Acquisition or
    Disposition of Assets</b></font></td>
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    <td VALIGN="TOP"></font><font face="Arial" SIZE="2"><b><br>
    Acquisition</b></font></td>
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    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    The Acquisition.</b> On March 15, 2012, Good World Investments Limited, China Media Group
    Corporation, a Texas corporation (&quot;CMG&quot;) and ECE Technologies Sdn. Bhd. entered
    into a sales and purchase agreement for Good World to acquire 100% equity interests in
    A-Team Resources Sdn. Bhd., a privately held Malaysian corporation (&quot;ATeam&quot;)
    that is in the consumer electronics and light appliances businesses. On June 8, 2012, the
    Acquisition Agreement (the &quot;Acquisition&quot;) closed; and ATeam became a
    wholly-owned subsidiary of CMG. Immediately after the transaction closed, ECE transferred
    200,000,000 shares in the Company to independent third parties, and ECE then held
    358,779,837 shares representing about 31.62% equity interests in the Company.</font></td>
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    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    The foregoing description of the Acquisition does not purport to be complete and is
    qualified in its entirety by reference to the complete text of the Acquisition Agreement,
    which was filed in Form 8K on March 16, 2012.</font></td>
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    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    The shares of CMG's Common Stock issued to ECE Technologies Sdn. Bhd. in connection with
    the Acquisition were not registered under the Securities Act, in reliance upon the
    exemption from registration provided by Section 4(2) of the Securities Act and Regulation
    D promulgated under that section, which exempts transactions by an issuer not involving
    any public offering. These securities may not be offered or sold in the U.S. absent
    registration or an applicable exemption from the registration requirements. Certificates
    representing these shares contain a legend stating the restrictions applicable to such
    shares.</font></td>
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    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Changes to the Business.</b> CMG business will change substantially after the acquisition
    of the ATeam business. The CMG Group intends to carry on the existing business of
    advertising, convergent devices and product and services. The acquisition of the ATeam
    operation will be included in our Product and Services business unit which will become the
    major revenue generation business unit immediately after the Acquisition.</font></td>
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    <td VALIGN="TOP"><font face="Arial" SIZE="2"><b><br>
    Changes to the Board of Directors and Executive Officers</b></font></td>
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    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Upon the closing of the Acquisition, the following changes were made to the directors and
    officers of the Company: (i) Mr Cheng Pheng Loi resigned from the board of directors and
    as the President and Chief Executive Officer, (ii) Mr. Mohd Mahyudin bin Zainal was
    appointed as a new board of director and the President and Chief Executive Officer, (iii)
    Ms. Norlizah binti Zainal was appointed as a new board of director and the Chief
    Technology Officer, (iv) Mr. Con Unerkov resigned as the Chief Financial Officer, (v) Mr.
    Pui Kit Lam resigned as the Treasurer and Company Secretary and (vi) Mr. Mohd Suhaimi bin
    Rozali was appointed as the Chief Financial Officer, Treasurer and Company Secretary. </font><font
    SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">After the above changes, the board
    of directors consists of Mr. Mohd Mahyudin bin Zainal, Mr. Con Unerkov, Ms. Norlizah binti
    Zainal, Mr. Pui Kit Lam and Mr. Mohd Khairudin bin Ramli. In addition, CMG's board of
    directors appointed Mr. Mohd Mahyudin bin Zainal as the Chief Executive Officer, Mr. Mohd
    Suhaimi bin Rozali as Chief Financial Officer, Treasurer and Company Secretary, and Ms.
    Norlizah binti Zainal as Chief Technology Officer of CMG.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Mr. Mohd Mahyudin bin Zainal and Ms.
    Norlizah binti Zainal are siblings.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">All directors hold office for
    one-year terms until the election and qualification of their successors. Officers are
    elected by the board of directors and serve at the discretion of the board.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Accounting Treatment.</b> The Acquisition is being accounted for as a reverse merger.
    ATeam is treated as the acquirer for accounting purposes and, consequently, the share
    equities that are reflected in the consolidated financial statements herein are those of
    ATeam.</font></td>
  </tr>
</table>
</center></div><font SIZE="2"><font SIZE="2">

<p ALIGN="CENTER"><font face="Arial" SIZE="2">1</font></p>
</font>

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</font><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"></font><font face="Arial" SIZE="2"><b>Description of Our Company</b></font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    OUR BACKGROUND. The Company was incorporated in Texas on October 1, 2002 and in 2005
    changed its business focus to advertising and media in the emerging China market. Under
    new management, the Company commenced to position the Company to capitalize on the growth
    of the Chinese advertising market where global companies are rushing into China to try to
    grab and hold the attention of its 1.3 billion citizens.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">The Company conducts its advertising
    business through Ren Ren Media Group Limited, its wholly owned subsidiary company in Hong
    Kong. For its trading in mobile convergent devices, it will trade through a 50/50 joint
    venture subsidiary company ATC Marketing Limited. For the Millennium Development Goals
    Program, we conduct this business through our 50% owned subsidiary company Beijing Ren Ren
    Health Culture Promotion Co., Limited.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">In June 2012, we completed the
    acquisition for 100% equity interests in A-Team Resources Sdn. Bhd. which is in the
    consumer electronic and light appliances businesses. </font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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    <td VALIGN="TOP"><font face="Arial" SIZE="2"><b><br>
    Description of Business</b></font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    OUR BUSINESS. Prior to the acquisition of the consumer electronics and light appliances
    business, our mission was to become one of China's new age media companies through the use
    of new technologies and devices combined with traditional media of TV, Newspapers,
    Magazines, Billboards and Internet to reach today's mobile society. Today, with the
    acquisition of the consumer electronics and light appliances businesses which will bring
    us the major revenue source to the Company now, our business focus will be on the
    development of this business segment to further strengthen our Products and Services
    business unit. </font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">We have now reorganized our business
    units to two business units mainly &quot;Products and Services&quot; and
    &quot;Telecommunications and Mobile Computing&quot; business units and with less focus on
    the &quot;Advertising&quot; business unit unless we have the necessary resources to pursue
    opportunities in this business segment.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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    <td VALIGN="TOP"><font face="Arial" SIZE="2"><b><br>
    Products Services Unit</b></font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Our goal is to build brand recognition on our product range and to take advantage of our
    contacts networks, distribution channel and trading partners. We will leverage on our
    advertising platform, if and when available, to develop our own brand names for select
    products. This will uniquely position our product and services for brand awareness as well
    as develop a long term business unit that will serve both consumers and industries
    markets. </font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">In June 2012, we completed the
    acquisition of ATeam, a company that manufactures and distributes consumer electronics and
    light appliances. ATeam has a range of products and some under its own brand name of ECE,
    Maco and ATech. ATeam's products are currently being sold and distributed in Malaysia,
    Indonesia, Thailand, Vietnam, Singapore, Sri Lanka, South Africa, Middle East countries,
    and in India Sub-Continent. The growth of ATeam will be in the developing countries and
    CMG will look for opportunities to sell ATeam's range of products to China. </font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">2</font><font SIZE="1"></p>

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<div align="center"><center>

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  <tr>
    <td VALIGN="TOP" HEIGHT="107"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">ATeam
    produces washing machines, chest freezers, wine and display chillers, and
    refrigeration-based products. It has a manufacturing plant located at Port Klang,
    Selangor, Malaysia on a piece of land with an area of 110,000 square feet which houses a
    factory with a built-up of 60,000 square feet. It has a work force of 30 workers. </font><font
    SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">ATeam was established in 2001
    specialised in the manufacture, assembling and distribution/trading of home appliances
    products (white goods). Currently, the Group is operating from Selangor, which is located
    in the central part of Malaysia.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"></font><font face="Arial" SIZE="2"><b><br>
    Our future Products and Services</b></font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><font face="Arial" SIZE="2"><b><br>
    Products Under Development</b></font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"></font><font face="Arial" SIZE="2"><br>
    We have several product/service initiatives under development:</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td WIDTH="35" VALIGN="TOP" HEIGHT="39"></td>
    <td WIDTH="41" VALIGN="TOP" HEIGHT="39"></font><font face="Arial" SIZE="2"><i><br>
    * </i></font></td>
    <td WIDTH="532" VALIGN="TOP" HEIGHT="39"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Upright Freezer - this type of freezer would suitably be useful for the modern living in
    condominiums, apartments and high rise buildings where space is a constraint;</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td WIDTH="35" VALIGN="TOP" HEIGHT="33"></td>
    <td WIDTH="41" VALIGN="TOP" HEIGHT="33"><font face="Arial" SIZE="2"><i><br>
    *</i></font></td>
    <td WIDTH="532" VALIGN="TOP" HEIGHT="33"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Large capacity refrigerators - this is basically a two-door refrigerator to cater to the
    demands from the Middle-Eastern countries; and</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td WIDTH="35" VALIGN="TOP" HEIGHT="33"></td>
    <td WIDTH="40" VALIGN="TOP" HEIGHT="33"><font face="Arial" SIZE="2"><i><br>
    *</i></font></td>
    <td WIDTH="533" VALIGN="TOP" HEIGHT="33"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Low voltage air-conditioners for the supply to the developing countries such as India and
    Indonesia due to the low supply of electricity.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">3</font><font SIZE="1"></p>

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<div align="center"><center>

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  <tr>
    <td VALIGN="TOP"></font><strong><font face="Arial" SIZE="2">Telecommunications Unit</font></strong></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    On or about January 23, 2006, the Company announced the establishment of the
    Telecommunications and Mobile Computing Division to focus on the new media advertising
    where we would take advantage of new convergent devices for telecommunications
    advertising. The business of selling advertising through telecommunications media and
    devices is becoming more accepted form of advertising strat egies, which the Group hopes
    to capture through convergent devices as a strategy to effectively enter the market. No
    revenue has been generated from advertising through telecommunications media and devices
    at the date of this report .</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Advertising through mobile devices is becoming more prominent to reach the mobile society
    of today. The goal of the Telecommunications and Mobile Computing Unit is to provide the
    Company with entry into the new sector of advertising through telecommunication media and
    devices. Our strategy on gaining access in telecommunication media is through cooperation
    with existing networks or establishes select networks. However our longer term strategy is
    to partner with network operators to provide extensive network access for our advertising
    media. </font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">We have secured the distribution
    rights for M.A.G.I.C. Convergent Device for the territory of China and Hong Kong.
    M.A.G.I.C. is a next generation convergent device that has the full capabilities of a
    notebook computer shrink to a size of a PDA phone. In 2009, we have also entered into a
    joint venture agreement with AdvanceTech Communications Sdn. Bhd. (&quot;ATC&quot;) to
    market and distribute the devices developed by ATC worldwide other than the countries
    already under distribution rights of the Group. The current device under development,
    M.A.G.I.C. W3 is being positioned as the high end convergent device for professionals
    running special applications. We expect the M.A.G.I.C. W3 to enter the information and
    advertising sectors of the mobile phone market. We expect to receive the final prototype
    for M.A.G.I.C. W3 by Q3 2012. Subject to satisfactory technical review, we expect to
    launch the commercial product in second half of 2012. There has been no other significant
    update for the M.A.G.I.C. W3.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><font face="Arial" SIZE="2"><b><br>
    Our Products - M.A.G.I.C. W3</b></font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="top" style="text-align: justify"><p ALIGN="JUSTIFY"></font><font face="Arial"
    SIZE="2"><br>
    The MAGIC W3 is a new innovative mobile computer with the Windows&reg;</font><small><font
    face="Arial"> </font></small><font face="Arial" SIZE="2">7 laptop operating system,
    integrated with 3G connectivity and cellular voice telephony through a fully customised
    hardware platform and integrated telephony application.</p>
    <p>The innovation is extremely handy and pocketable and is one one of the world's smallest
    microcomputer with a 4.8&quot; screen at 140 x 80 x 23mm dimensions, and with a weight of
    just 270 grams. </font></p>
    <p><font face="Arial"><small>The MAGIC W3 is uniquely engineered to take advantage of
    Windows</small></font><font face="Arial" SIZE="2">&reg;</font><font face="Arial"><small> 7
    OS standby power saving sleep mode, and in the event of an incoming call or SMS
    instantaneously wakes up to retrieve the call or notification; features which are
    unavailable to today's laptop or tablet computers running a full Windows</small></font><font
    face="Arial" SIZE="2">&reg;</font><font face="Arial"><small>&nbsp; operating system. </small></font></p>
    <p><font face="Arial"><small>The MAGIC W3 allows you to use the mobile phone as your
    laptop in your workplace, you can comfortably do your work, emails and surf the internet
    by connecting to a larger display via the HDMI port and high speed Wi-Fi or 3.5G HSDPA
    connectivity. <small><br>
    <br>
    </small>Leave your workplace and take your W3 device with you, it automatically serves as
    your mobile Smartphone with all your data and information intact, no synchronization
    necessary. <small><br>
    <br>
    </small>The MAGIC W3 is capable of running any software or application that runs on a
    Windows</small></font><font face="Arial" SIZE="2">&reg;</font><font face="Arial"><small>
    laptop computer, making able to edit photos or movies with for example Adobe</small></font><font
    face="Arial" SIZE="2">&reg;</font><font face="Arial"><small>&nbsp;software, run fully
    fledged email client software like Microsoft Outlook, run high level software like stock
    trading analysis software, and have a full uncompromised internet experience with computer
    internet browsers which support Flash, Java, and other plug-ins. These features are
    unavailable or unsupported by mobile form factor devices which are using mobile operating
    systems such as Android or iOS. <small><br>
    <br>
    </small>Combined with its handy pocketable form factor, this is extremely suitable for
    mobile professionals on the go involved in various businesses and disciplines like stock
    trading, logistics and procurement, medical, insurance and online sales which require
    higher processing power and high level PC software</small><font SIZE="1">.</font></font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"></font><font face="Arial" SIZE="2"><b><br>
    Our future Products - ATC's Product Road Map</b></font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="top" style="text-align: justify"><p ALIGN="JUSTIFY"><font face="Arial"
    SIZE="2"><br>
    </font><font SIZE="2"><font face="Arial">ATC is currently designing the next generation of
    convergent devices with the added features as set out below. </font></p>
    <p><font face="Arial">The MAGIC W4 is the 2nd generation upgrade to the MAGIC W3,
    utilizing ATC's patent pending technology. </font></p>
    <p><font face="Arial">The W4 will be designed with a new magnesium hexa-shell casing that
    will make the device truly slim and lightweight compared to its predecessor. </font></p>
    <p><font face="Arial">The W4 will support Windows</font></font><font face="Arial" SIZE="2">&reg;
    8, Microsoft's next generation operating system that will work universally on desktop,
    laptop and tablet devices; and will work equally well on small form factor devices and
    with touch or mouse operation. </font></td>
  </tr>
</table>
</center></div><font SIZE="1">

<hr
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<div align="center"><center>

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  <tr>
    <td VALIGN="TOP"></font><font face="Arial" SIZE="2"><b>Advertising Unit</b></font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    We plan to offer advertising services in China. These advertising services would be
    targeted across all media thus we will offer our customers selective advertising on
    specific media for nationwide campaign. China's advertising industry is still young and
    fragmented. We aim to differ from other advertisers so that we can provide nationwide
    campaigns across all media spectrum. To this end, we will work to secure strategic ad
    placements in key cities in China so that our customers will have the ability to launch
    nationwide campaign .</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    The Group will continue to seek opportunities in media and advertising since it would
    complement our Products Services business unit. However, we will only undertake
    advertising projects subject to the availability of financial resources to the Group at
    the time.</font></td>
  </tr>
</table>
</center></div><font SIZE="1">

<p ALIGN="CENTER"></font><font face="Arial" SIZE="2">5</font><font SIZE="1"></p>

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    <td VALIGN="TOP"></font><font face="Arial" SIZE="2"><b>Marketing &amp; Sales Overview
    &amp; Customers</b></font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    For our Products Services unit, we will focus on expanding the sales of the current
    product lines to other markets including China, Europe, and United States. We will also
    utilize our brand name and the quality of our products to differentiate our products from
    others in the market. The sales potential for the ATeam products today in the current
    markets are set out below:</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Revenue by Market</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td WIDTH="10%" VALIGN="TOP"><p ALIGN="CENTER"></font><font face="Arial" SIZE="2"><br>
    *</font></td>
    <td WIDTH="90%" VALIGN="TOP"><font face="Arial" SIZE="2"><br>
    Sales in Malaysia, i.e. OEM - ( 2011, 100% 2012 will be changed )</font></td>
  </tr>
  <tr>
    <td WIDTH="10%" VALIGN="TOP"><p ALIGN="CENTER"><font face="Arial" SIZE="2">*</font></td>
    <td WIDTH="90%" VALIGN="TOP"><font face="Arial" SIZE="2">Sales outside Malaysia - ( 2011,
    0% 2012 will be changed )</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Revenue by Product</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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    <td WIDTH="10%" VALIGN="TOP"><p ALIGN="CENTER"></font><font face="Arial" SIZE="2"><br>
    *</font></td>
    <td WIDTH="90%" VALIGN="TOP"><font face="Arial" SIZE="2"><br>
    Washing Machines - 60%</font></td>
  </tr>
  <tr>
    <td WIDTH="10%" VALIGN="TOP"><p ALIGN="CENTER"><font face="Arial" SIZE="2">*</font></td>
    <td WIDTH="90%" VALIGN="TOP"><font face="Arial" SIZE="2">Freezers - 32%</font></td>
  </tr>
  <tr>
    <td WIDTH="10%" VALIGN="TOP"><p ALIGN="CENTER"><font face="Arial" SIZE="2">*</font></td>
    <td WIDTH="90%" VALIGN="TOP"><font face="Arial" SIZE="2">Others - 8%</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Countries will be expanded on sales in 2012 : </font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td WIDTH="10%" VALIGN="TOP"><p ALIGN="CENTER"></font><font face="Arial" SIZE="2"><br>
    *</font></td>
    <td WIDTH="90%" VALIGN="TOP"><font face="Arial" SIZE="2"><br>
    South East Asia</font></td>
  </tr>
  <tr>
    <td WIDTH="10%" VALIGN="TOP"><p ALIGN="CENTER"><font face="Arial" SIZE="2">*</font></td>
    <td WIDTH="90%" VALIGN="TOP"><font face="Arial" SIZE="2">Middle East</font></td>
  </tr>
  <tr>
    <td WIDTH="10%" VALIGN="TOP"><p ALIGN="CENTER"><font face="Arial" SIZE="2">*</font></td>
    <td WIDTH="90%" VALIGN="TOP"><font face="Arial" SIZE="2">Indian Sub-Continent</font></td>
  </tr>
  <tr>
    <td WIDTH="10%" VALIGN="TOP"><p ALIGN="CENTER"><font face="Arial" SIZE="2">*</font></td>
    <td WIDTH="90%" VALIGN="TOP"><font face="Arial" SIZE="2">Africa</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    For our M.A.G.I.C. Convergent devices, we will sell through distribution channels, network
    operators and small enterprises. We will approach distribution channels and network
    operators in Hong Kong and China, initially and then in other territories to sell the
    M.A.G.I.C. device. We will also sell to certain enterprises that will take advantage of
    the special functions in M.A.G.I.C. Device and customize to their operational needs.
    Select firms that we will target are transportation and logistic companies, courier
    companies, and direct sales companies. We will also target corporate and financial
    executives to customize the M.A.G.I.C. device to their requirements. To sell this high
    value product with innovative applications, we plan to employ business development teams
    focused on creating high-value strategic customers and business alliances.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Our plan, subject to availability of funds, is to work with advertising agents in Hong
    Kong and Guangdong initially to work on a plan to secure some outdoor media boards with
    the limited resources available to the Group. We will discuss with our contacts in Hong
    Kong and China regarding securing outdoor media boards. We plan to co-operate with
    international advertising firms to place out the advertising on these ad/sign placements
    on either an agent or outsourced basis. We plan to recruit a team to manage the 10 largest
    cities in China where we would secure, manage and administer ad/sign placements for these
    cities. For the other cities we plan to look for partners or agents to work with us to
    secure ad/sign placements. Once we have certain ad/sign placements network for the
    second-tier cities, we plan to approach advertising agencies to sell these ad/sign
    placements to their customers .</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">6</font><font SIZE="1"></p>

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  <tr>
    <td VALIGN="TOP"></font><font face="Arial" SIZE="2"><b>Industry Overview and Competition</b></font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Our major business is the electronics and electrical industry in Malaysia. The electronics
    and electrical products (&quot;E&amp;E&quot;) industry was the leading industry in the
    manufacturing sector contributing 55.1% of Malaysia's total export of manufactured
    products for the period of January - November 2009. Over the same period, employment
    accounted for 32.5% making the E&amp;E industry the largest employer in the manufacturing
    sector.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">After the economic downturn affected
    the industry, the manufacturing sector in Malaysia rebounded strongly to register a growth
    of 11.4% in 2010 (2009: - 9.4%), driven largely by the strong growth in the first half-
    year, with expansion in both the export and domestic oriented industries. In the export
    oriented industries, growth of the electronics and electrical products (E&amp;E) cluster
    was underpinned by the revival of global corporate IT investments and higher consumer
    spending on electronics while growth of the primary-related cluster was in line with the
    recovery of the external environment. Robust growth in the domestic oriented industries
    was supported mainly by strong domestic consumption activity.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">The global market for major
    electrical household appliances is projected to reach 543 million units by the year 2015,
    driven by burgeoning sales in microwave ovens, air-conditions and electric ranges
    segments. Growing demand from rapidly developing countries including Asia-Pacific, Middle
    East and Latin America will provide the required impetus to the market.</font><font
    SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">In Malaysia, manufactured exports
    expanded by 13% in 2010, with strong growth recorded across major products in the first
    half of the year, E&amp;E exports rose significantly in the first half, benefitting from
    inventory restocking in the global electronics industry. Moving into the latter half of
    the year, the moderation in regional demand led to the softening of electronics exports.</font><font
    SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">The E&amp;E sub-sector rebounded
    significantly in the first half of 2010 by 27.4% (January - July 2009: -32.4%) following
    the broad-based global recovery in demand and restocking activities. Growth emanated
    mainly from the expansion in demand for semiconductor, audio visual and communication
    apparatus as well as electrical machinery. Apart from the restocking activities, the
    remarkable growth in semiconductor devices, which expanded 62.8% (January - July) 2009:
    -30.8%) was attributed to increased global spending on electrical and electronic gadgets.</font><font
    SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Export earnings of E&amp;E rose
    22.5% in the first half of 2010 (January - July 2009: -20.2%) supported by the favourable
    performance of electronic equipment and parts (26.2%), as well as machinery and electrical
    products (20.1%). Growth was driven mainly by demand for consumer electronic products in
    the Asia Pacific region, particularly from China, India, Japan and the US.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    There are many competitors in the market place offering a variation of the M.A.G.I.C W3,
    however not one that offers full computer operability in full Windows 7 OS with phone
    functionality. With the emergence of newer convergent device technologies, there is an
    opportunity for us to offer convergent devices and applications and solutions that have
    more functionality than traditional mobile devices. The new devices are easier to
    integrate with existing data and video applications and systems, and are easier to
    maintain and administer. We believe that the rate of adoption of convergent device and its
    applications and solutions by corporate executives and innovative applications will
    accelerate the adaptation of our M.A.G.I.C. Convergent device is going to deliver more
    secure, and more functional in internet-based applications. We believe mobile executives
    will recognize the benefit of having notebook functionality in a handheld device combined
    with video and data capabilities.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">7</font><font SIZE="1"></p>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">The key to our
    success in the advertising business is the occupation of prime advertising locations
    throughout China. The premium locations with heavy pedestrian traffic are not common but
    are the focus of all advertising agencies and media owners. However you need to have the
    outdoor media to be able to compete for the premium sites. Many of our competitors have
    established outdoor billboards to offer to their clients where it would be difficult to
    compete since they are already in the market place and working with advertising agents. We
    will need to build up some outdoor media boards to show a presence in the market place
    before we can get commitments from advertising agents and customers. However, we believe
    there is ample room for our Company to grow in the China market.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Strategy</font></b></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    As stated above, our strategy is to build a business that takes advantage of the
    advertising platform for our products. We have acquired a product line of consumer
    electronics and light appliances to enter the emerging markets like India and the Middle
    East. Our strategy will be to utilize our advertising platform to build our brand and our
    name in these markets for quality products. Continued development and innovation will
    ensure our relevance far into the future. Both our brand and our products will continue to
    evolve becoming more known for quality products as these emerging markets develops.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Intellectual Property</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">&nbsp;<br>
    <i>Patents</i></font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    &nbsp;We have no patents, trademarks nor copyrights registration.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Registered Trademarks</font></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We have registered trademark with Intellectual Property Corporation of Malaysia for the
    brand name &quot; ATech&quot;.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Copyrights</font></i></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    The Company does not hold any registered copyrights.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">8</font><font SIZE="1"></p>

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  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Government
    Regulations</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    We are subject to federal, state and local laws and regulations applied to businesses in
    general. We believe that we comply with the requirements in China for any licenses or
    approvals to pursue our proposed business plan. In locations where we operate, the
    applicable laws and regulations are subject to amendment or interpretation by regulatory
    authorities. Generally, such authorities are vested with relatively broad discretion to
    grant, renew and revoke licensee and approvals, and to implement regulations. Licenses may
    be denied or revoked for various reasons, including the violation of such regulations,
    conviction of crimes and the like. Possible sanctions which may be imposed include the
    suspension of individual employees, limitations on engaging in a particular business for
    specific periods of time, revocation of licenses, censures, redress to customers and
    fines. We believe that we are in conformity with all applicable laws in all relevant
    jurisdictions. We may be prevented from operating if our activities are not in compliance
    and must take action to comply with the relevant laws and regulations.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    China has a long standing law on the ownership of advertising agencies but not the
    advertising placements locations. The onus is placed on the advertising agency to ensure
    proper contents in the advertisement. One of the WTO requirements is for China to relax
    the advertising agency ownership requirements. Our China subsidiary is only subject to
    regular business laws in China.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We have posted our privacy policy and practices concerning the use and disclosure of any
    consumer information collected on our website, www.chinamediagroup.net. Any failure by us
    to comply with posted privacy policies, Federal Trade Commission requirements or other
    domestic or international privacy-related laws and regulations could result in proceedings
    by governmental or regulatory bodies that could potentially harm our business, results of
    operations and financial condition. In this regard, there are a large number of
    legislative proposals before the U.S. Congress and various state legislative bodies
    regarding privacy issues related to online commerce to which the Group may participate in
    the future. It is not possible to predict whether or when such legislation may be adopted,
    and certain proposals, if adopted, could harm our business by causing a decrease in the
    use of our applications and services by our small business customers and thereby a
    decrease in our revenues. Such decreases could be caused by, among other possible
    provisions, the required use of disclaimers or other requirements before consumers can
    utilize our Internet technology solutions.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Under Malaysian laws, there are no such regulations that governs the disclosure of
    information on public platforms.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">9</font><font SIZE="1"></p>

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  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Suppliers</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    We are not dependent on any significant product or service from third parties.&nbsp;&nbsp;We
    have strategic alliances with certain third parties.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Research and Development</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    We currently have no research and development.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Employees</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    As of the date of this report, we have 130 full time employees. From time to time, we
    utilize consultants or contractors for specific assignments. None of our employees are
    represented by a labor union and we have never experienced a work stoppage. We believe
    that our relationships with our employees are good.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Property</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    We currently lease and occupy 1,500 square feet of office space in Hong Kong for our
    executive and administrative office at a cost of about $3,760 per month. The lease expires
    in November 2013. We also share a 300 square feet office in Kuala Lumpur, Malaysia as our
    Southeast Asia office, which is free of rent. The other operating office is located in
    Beijing where we have a 300 square feet administration office. We do not have a written
    lease or sublease agreement for the office location in Beijing. We believe we will be able
    to obtain additional space, as needed, on commercially reasonable terms.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    At the closing of the Acquisition, we will assume the lease of approximately 2,500 square
    feet of office in Shah Alam, Selangor, Malaysia pursuant to a lease that will expire in
    June 2015. This facility serves as our corporate office in Malaysia. The monthly rent for
    the office is about US$$4,375 (RM14,000).</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    ATeam Factory</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Also at closing of the Acquisition, we will also assume the lease of the factory for ATeam
    which is based in Selangor, Malaysia. The factory is approximately 60,000 sq ft and the
    land size of approximately 110,000 sq ft. The lease term expires November 2012. The
    monthly rent for the factory is about US$9,375 (RM30,000).</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Legal Proceedings</font></b></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    From time to time, we may be involved in litigation relating to claims arising out of our
    operations in the normal course of business. As of June 8, 2012, there were no pending or
    threatened lawsuits that could reasonably be expected to have a material effect on the
    results of our operations.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    There are no other proceedings in which any of our directors, officers or affiliates, or
    any registered or beneficial shareholder, is an adverse party or has a material interest
    adverse to our interest.</font></td>
  </tr>
</table>
</center></div><font SIZE="1">

<p ALIGN="CENTER"></font><font face="Arial" SIZE="2">10</font><font SIZE="1"></p>

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<b>

<p ALIGN="CENTER"></font><font face="Arial" SIZE="2">Forward-Looking Statements</font><font
SIZE="1"></p>
</b><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Statements in this
    Current Report on Form 8-K and other written reports made from time to time by us that are
    not historical facts constitute so-called &quot;forward-looking statements,&quot; all of
    which are subject to risks and uncertainties. Forward-looking statements can be identified
    by the use of words such as &quot;expects,&quot; &quot;plans,&quot; &quot;will,&quot;
    &quot;forecasts,&quot; &quot;projects,&quot; &quot;intends,&quot; &quot;estimates,&quot;
    and other words of similar meaning. Forward-looking statements are likely to address our
    growth strategy, financial results and product and development programs, among other
    things. One must carefully consider any such statement and should understand that many
    factors could cause actual results to differ from our forward-looking statements. Such
    risks and uncertainties include but are not limited to those outlined in the section
    entitled &quot;Risk Factors&quot; and other risks detailed from time to time in our
    filings with the SEC or otherwise. These factors may include inaccurate assumptions and a
    broad variety of other risks and uncertainties, including some that are known and some
    that are not. No forward-looking statement can be guaranteed and actual future results may
    vary materially.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Information regarding market and industry statistics contained in this Report is included
    based on information available to us that we believe is accurate. It is generally based on
    industry and other publications that are not produced for purposes of securities offerings
    or economic analysis. We have not reviewed or included data from all sources, and cannot
    assure investors of the accuracy or completeness of the data included in this Report.
    Forecasts and other forward-looking information obtained from these sources are subject to
    the same qualifications and the additional uncertainties accompanying any estimates of
    future market size, revenue and market acceptance of products and services. We do not
    assume any obligation to update any forward-looking statement. As a result, investors
    should not place undue reliance on these forward-looking statements.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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    <td VALIGN="TOP"><b><p ALIGN="CENTER"><font face="Arial" SIZE="2"><br>
    Management's Discussion and Analysis of Financial Condition and Results of Operations</font></b></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><i><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    This discussion should be read in conjunction with the other sections of this Report,
    including &quot;Risk Factors,&quot; &quot;Description of Business&quot; and the Financial
    Statements attached hereto pursuant to Item 9.01 and the related exhibits. The various
    sections of this discussion contain a number of forward-looking statements, all of which
    are based on our current expectations and could be affected by the uncertainties and risk
    factors described throughout this Report. See &quot;Forward-Looking Statements.&quot; Our
    actual results may differ materially.</font></i></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Recent Events</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    As announced in a Form 8K filed on March 16, 2012, on March 15, 2012 the Group entered
    into a conditional agreement to purchase ATeam for a total consideration of about
    $2,011,607 which shall be satisfied by the issuance of 558,779,837 shares in the Company,
    representing about 51% of the enlarged share capital of the Company. On June 8, 2012 the
    acquisition was completed. This acquisition will strengthen the Products Services business
    unit by providing a range of products for sale in the consumer electronics and light
    appliances segment and possibly extending the marketing to new markets in China. This
    company will also provide a revenue base to the Group. </font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">This acquisition is accounted as a
    reverse merger and accordingly, the share equity of ATeam have become those of the
    registrant from retroactively restated for, and giving effect to, the number of shares
    received in the acquisition. The accumulated earnings of ATeam were also carried forward
    after the acquisition. Operations reported for periods prior to the acquisition are those
    of ATeam.</font></td>
  </tr>
</table>
</center></div><font SIZE="1">

<p ALIGN="CENTER"></font><font face="Arial" SIZE="2">11</font><font SIZE="1"></p>

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color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Critical
    Accounting Policies</font></b></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We prepare our consolidated financial statements in accordance with accounting principles
    generally accepted in the United States, and make estimates and assumptions that affect
    our reported amounts of assets, liabilities, revenue and expenses, and the related
    disclosures of contingent liabilities. We base our estimates on historical experience and
    other assumptions that we believe are reasonable in the circumstances. Actual results may
    differ from these estimates.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    The following critical accounting policies affect our more significant estimates and
    assumptions used in preparing our consolidated financial statements.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Revenue Recognition</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    In general, the Company records revenue when persuasive evidence of an arrangement exists,
    services have been rendered or product delivery has occurred; the sales price to the
    customer is fixed or determinable and collect ability is reasonably assured. The following
    policies reflect specific criteria for the various revenues streams of the Company.</font><font
    SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Revenue is recognized at the time
    the product is delivered. Provision for sales returns will be estimated based on the
    Company's historical return experience. Revenue is presented net of returns.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Stock-Based Compensation</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    The Company accounts for equity instruments issued to employees for services based on the
    fair value of the equity instruments issued and accounts for equity instruments issued to
    other than employees based on the fair value of the consideration received or the fair
    value of the equity instruments, whichever is more reliably measurable.</font><font
    SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">The Company accounts for stock based
    compensation in accordance with ASC 718 &quot;Compensation - Stock Compensation&quot;
    codified SFAS No. 123, &quot;Accounting for Stock-Based Compensation&quot; prescribes
    accounting and reporting standards for all stock-based payments award to employees,
    including employee stock options, restricted stock, employee stock purchase plans and
    stock appreciation rights, may be classified as either equity or liabilities. The Company
    should determine if a present obligation to settle the share-based payment transaction in
    cash or other assets exists. A present obligation to settle in cash or other assets exists
    if: (<i>a</i>) the option to settle by issuing equity instruments lacks commercial
    substance or (<i>b</i>) the present obligation is implied because of an entity's past
    practices or stated policies. If a present obligation exists, the transaction should be
    recognized as a liability; otherwise, the transaction should be recognized as equity.</font><font
    SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">The Company accounts for stock-based
    compensation issued to non-employees and consultants in accordance with the provisions of
    ASC 505-50 &quot;Equity -Based Payments to Non-Employees&quot; which codified SFAS 123 and
    the Emerging Issues Task Force consensus in Issue No. 96-18 (&quot;EITF 96-18&quot;),
    &quot;Accounting for Equity Instruments that are Issued to Other Than Employees for
    Acquiring or in Conjunction with Selling, Goods or Services&quot;. Measurement of
    share-based payment transactions with non-employees shall be based on the fair value of
    whichever is more reliably measurable: (<i>a</i>) the goods or services received; or (<i>b</i>)
    the equity instruments issued. The fair value of the share-based payment transaction
    should be determined at the earlier of performance commitment date or performance
    completion date.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><font face="Arial" SIZE="2"><br>
    Recently Issued Accounting Pronouncements</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Recently issued accounting pronouncements and their effect on us are discussed in the
    notes to the financial statements in our December 31, 2011 audited financial statements.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">12</font><font SIZE="1"></p>

<hr
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color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Results of
    Operations</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    FOR THE YEAR ENDED DECEMBER 31, 2011 COMPARED TO THE YEAR ENDED DECEMBER 31, 2010</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    For the year ended December 31, 2011, net sales was $6,932,545 as compared to the prior
    year of $4,994,706, representing an increase of about 38.8%. This sales increase was due
    mainly to the increase in the sale of electrical produce. </font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    For the year ended December 31, 2011, the cost of goods sold was $5,437,816 as compared to
    the prior year of $4,059,351, making our gross profit of $1,494,729 (2010: $935,355) for
    the year.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    For the year ended December 31, 2011 operating expenses were $619,906 as compared to the
    prior year of $465,315, an increase of $154,591 or about 33.22% from the prior year. In
    2011, the other major components in the operating expenses were salary of $412,158 (2010:
    332,402), finance cost of $73,919 (2010: $101,992) and depreciation of $64,835 (2010:
    $60,229). Overall the remaining operating expenses of $68,994 were similar in other
    respects once the above factors are taken into account. We are also had other expenses of
    $333,878 (2010: $305,846).</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    The operating profit increased to $557,544 for the year ended December 31, 2011 from the
    prior year profit of $194,913.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    During the year the interest expenses decreased to $26,352 as compared to $94,387 in the
    prior year.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">13</font><font SIZE="1"></p>

<hr
style="page-break-after: always; border-top: #000000 solid 4px; color: #0000ff 1px; border-bottom: #000000 1px solid; height: 6px"
color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Liquidity and
    Capital Resources</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    As at December 31, 2011, the Company had cash and cash equivalents totaling $23,992, other
    current assets of $3,213,819 and non-current assets totaling $83,905 which were
    represented by $3,017,369 in trade receivables, $139,055 n other receivables and $57,395
    in tax refundable. The total assets of the Company were $3,321,716 as of December 31,
    2011. We also had liabilities of $1,437,141 which were represented by $44,197 in trade
    payables, $298,534 in other payables and accruals, $133,027 in amount due to directors,
    $90,739 in tax payable, $335,671 in trade financing payables, $79,354 in obligation under
    finance leases and $455,619 in term loans.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    At present the Company may not have sufficient cash resources to provide for all general
    corporate operations in the foreseeable future. The Company will be required to raise
    additional capital in order to continue to operate in fiscal 2012.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Off Balance Sheet Arrangements</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    There are no off balance sheet arrangements that have or are reasonably likely to have a
    current or future effect on our financial condition, changes in financial condition,
    revenues or expenses, results of operations, liquidity, capital expenditures or capital
    resources that are material to investors.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Capital Expenditure Commitments</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    We had no material capital expenditures for the period ended December 31, 2011. However we
    expect to invest, subject to availability of funding, approximately $250,000 in capital
    expenditure over the next 12 month for the outdoor media business.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Factors That May Affect Future Operations</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    We believe that our future operating results will continue to be subject to quarterly
    variations based upon a wide variety of factors, primarily the economy. Our operating
    results could also be impacted by a continued weakening of the U.S. and/or international
    economy. We predominately provide our products to Malaysia, India and Middle East markets
    and our services to the China markets.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">14</font></p>
<font SIZE="1">

<hr
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color="white" noshade="noshade" width="720">
<b>

<p ALIGN="CENTER"></font><font face="Arial" SIZE="2">Risk Factors</font><font SIZE="1"></p>
</b><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><i><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">There are
    numerous and varied risks, known and unknown, that may prevent us from achieving our
    goals. If any of these risks actually occur, our business, financial condition or results
    of operation may be materially adversely affected. In such case, the trading price of our
    Common Stock could decline and investors could lose all or part of their investment.</font></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><font face="Arial" SIZE="2"><b><br>
    Risks Related to Our Business</b></font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Our business is subject to various risks and uncertainties, including those set forth
    below. The risks and uncertainties described below are not the only ones facing us.
    Additional risks and uncertainties not presently known to us or that we currently deem to
    be immaterial may also materially and adversely affect our business operations. If any of
    the risks set out or referred to below actually occur, our business, financial condition
    or results of our operations could be materially adversely affected.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><font face="Arial" SIZE="2"><b><br>
    RISKS RELATED TO EXISTING AND PROPOSED OPERATIONS</b></font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    If we are unable to obtain additional funds from other financings we may have to curtail
    the scope of our operations significantly and alter our business model.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We must achieve profitability for our business model to succeed. Prior to accomplishing
    this goal, we may need to raise additional funds, from equity or debt sources. Our cash
    requirements are substantial and our current financial position are insufficient to meet
    our cash needs in the future. If additional financing is not available when required or is
    not available on acceptable terms, we may be unable to continue our operations at current
    or planned levels. In addition, any failure to raise additional funds in the future may
    result in our inability to successfully secure our advertising platform, take advantage of
    business opportunities or respond to competitive pressures, any of which circumstances
    could have a material adverse effect on our financial condition and results of operations.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">15</font><font SIZE="1"></p>

<hr
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color="white" noshade="noshade" width="720">
<div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">We do not
    have substantial cash resources and if we cannot raise additional funds or generate more
    revenues, we will not be able to pay our vendors and will probably not be able to continue
    as a going concern.</font></b></i></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    We will need to raise additional funds to pay outstanding debts vendor invoices and
    execute our business plan. Our future cash flows depend on our ability to enter into, and
    be paid under, contracts with our distributors for the newly acquired business. There can
    be no assurance that additional funds will be available when needed from any source or, if
    available, will be available on terms that are acceptable to us.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    We may be required to pursue sources of additional capital through various means,
    including joint venture projects and debt or equity financings. Future financings through
    equity investments will be dilutive to existing stockholders. Also, the terms of
    securities we may issue in future capital transactions may be more favorable for our new
    investors. Newly issued securities may include preferences, superior voting rights, the
    issuance of warrants or other convertible securities, which will have additional dilutive
    effects. Further, we may incur substantial costs in pursuing future capital and/or
    financing, including investment banking fees, legal fees, accounting fees, printing and
    distribution expenses and other costs. We may also be required to recognize non-cash
    expenses in connection with certain securities we may issue, such as convertible notes and
    warrants, which will adversely impact our financial condition and results of operations.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Our ability to obtain needed financing may be impaired by such factors as the weakness of
    capital markets and the fact that we have not been profitable, which could impact the
    availability or cost of future financings. If the amount of capital we are able to raise
    from financing activities, together with our revenues from operations, is not sufficient
    to satisfy our capital needs, even to the extent that we reduce our operations
    accordingly, we may be required to cease operations.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <font SIZE="1"><td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"></font><font face="Arial"
    SIZE="2"><br>
    We have a limited operating history, and it may be difficult for potential investors to
    evaluate our business.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <font SIZE="1"><td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    We began operations in August 2006. Our limited operating history makes it difficult for
    potential investors to evaluate our business or prospective operations. We are subject to
    all the risks inherent in the initial organization, financing, expenditures, complications
    and delays inherent in a relatively new business. Investors should evaluate an investment
    in us in light of the uncertainties encountered by such companies in a competitive
    environment. Our business is dependent upon the implementation of our business plan, as
    well as the ability of our merchants to enter into agreements with consumers for their
    respective products and/or services. There can be no assurance that our efforts will be
    successful or that we will be able to attain profitability.</font></td>
  </tr>
</table>
</center></div><font SIZE="1">

<p ALIGN="CENTER"><font face="Arial" SIZE="2">16</font></p>

<hr
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color="white" noshade="noshade" width="720">
<div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Our limited
    operating history and rapidly evolving business makes it difficult for us to accurately
    forecast revenues and expenses.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We have a limited operating history on which to base an evaluation of our business and
    prospects. Our operating results may fluctuate as a result of a number of factors, many of
    which are outside of our control. For these reasons, comparing our operating results on a
    period-to-period basis may not be meaningful, and you should not rely on our past results
    as an indication of our future performance. Our prospects must be considered in light of
    inherent risks, expenses, and difficulties encountered by companies in their early stages
    of development, particularly in new and evolving markets.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">We commenced our advertising and
    mobile devices operations in April 2006 with a very limited operating history for these
    operations due to the lack of operating and financial resources. Our operating results to
    date relate principally to advertising and the mobile device business. Accordingly, our
    future prospects are uncertain in light of the risks and uncertainties experienced by
    early stage companies in evolving industries, and in particular our future operations in
    China. Due to our limited history and lack of resources, it is difficult for us to predict
    future revenues and operating expenses. We based our expense levels, in part, on our
    expectations of future revenues from anticipated transactions. If our advertising and
    mobile device business develops slower than we expect, our losses may be higher than
    anticipated, we may have to curtail parts of our business plan and to the market price of
    our stock may decline.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Some of the other risks and
    uncertainties of our business relate to our ability to:</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td WIDTH="7%" VALIGN="TOP"></td>
    <td WIDTH="5%" VALIGN="TOP"></font><font face="Arial" SIZE="2"><br>
    -</font></td>
    <td WIDTH="89%" VALIGN="TOP"><font face="Arial" SIZE="2"><br>
    offer new and innovative products and services to attract and retain a larger consumer
    base;</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP"></td>
    <td WIDTH="5%" VALIGN="TOP"><font face="Arial" SIZE="2">-</font></td>
    <td WIDTH="89%" VALIGN="TOP"><font face="Arial" SIZE="2">attract customers;</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP"></td>
    <td WIDTH="5%" VALIGN="TOP"><font face="Arial" SIZE="2">-</font></td>
    <td WIDTH="89%" VALIGN="TOP"><font face="Arial" SIZE="2">increase awareness of our brand
    and continue to develop consumer and customer loyalty;</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP"></td>
    <td WIDTH="5%" VALIGN="TOP"><font face="Arial" SIZE="2">-</font></td>
    <td WIDTH="89%" VALIGN="TOP"><font face="Arial" SIZE="2">respond to competitive market
    conditions;</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP"></td>
    <td WIDTH="5%" VALIGN="TOP"><font face="Arial" SIZE="2">-</font></td>
    <td WIDTH="89%" VALIGN="TOP"><font face="Arial" SIZE="2">respond to changes in our
    regulatory environment;</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP"></td>
    <td WIDTH="5%" VALIGN="TOP"><font face="Arial" SIZE="2">-</font></td>
    <td WIDTH="89%" VALIGN="TOP"><font face="Arial" SIZE="2">manage risks associated with
    intellectual property rights;</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP"></td>
    <td WIDTH="5%" VALIGN="TOP"><font face="Arial" SIZE="2">-</font></td>
    <td WIDTH="89%" VALIGN="TOP"><font face="Arial" SIZE="2">maintain effective control of our
    costs and expenses;</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP"></td>
    <td WIDTH="5%" VALIGN="TOP"><font face="Arial" SIZE="2">-</font></td>
    <td WIDTH="89%" VALIGN="TOP"><font face="Arial" SIZE="2">raise sufficient capital to
    sustain and expand our business;</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP"></td>
    <td WIDTH="5%" VALIGN="TOP"><font face="Arial" SIZE="2">-</font></td>
    <td WIDTH="89%" VALIGN="TOP"><font face="Arial" SIZE="2">attract, retain and motivate
    qualified personnel; and</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP"></td>
    <td WIDTH="5%" VALIGN="TOP"><font face="Arial" SIZE="2">-</font></td>
    <td WIDTH="89%" VALIGN="TOP"><font face="Arial" SIZE="2">upgrade our technology to support
    increased traffic and expanded services.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    If we are unsuccessful in addressing any of these risks and uncertainties, our business
    may be materially and adversely affected.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    The development of our business is dependent upon the completion and integration of
    acquisitions and other transactions that have only recently or not yet closed.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Our principal focus is on our advertising and mobile device and products services
    businesses. We have closed thte acquisition of ATeam and other potential acquisitions have
    not closed to date and may never close. Accordingly, it is difficult to evaluate our
    business based upon our historical financial results, including those for the year ended
    December 31, 2011. Even if we closed potential acquisitions like ATeam, our business will
    not be successful if we are unable to successfully operate and integrate the businesses we
    acquire. We expect to continually look for new businesses to acquire to maintain and
    sustain our operations. If we fail to identify such business, are unable to acquire such
    businesses on reasonable terms, or fail to successfully integrate such businesses, our
    operating results and prospects could be harmed.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">17</font><font SIZE="1"></p>

<hr
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color="white" noshade="noshade" width="720">
<div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">We face
    significant competition and may suffer from a loss of users and customers as a result.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We expect to face significant competition in our advertising business, particularly from
    other companies that seek to provide similar services. Many of these competitors have
    significantly greater financial resources and more personnel than we do. They may also
    have longer operating histories and more experience in attracting and retaining and
    managing customers. They may use their experience and resources to compete with us in a
    variety of ways, including by competing more for users, customers, distributors, media
    channels and by investing more heavily in research and development and making
    acquisitions. If we fail to compete effectively, our business, financial condition and
    results of operation will be adversely affected.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Our business depends on a strong brand, and if we are not able to maintain and enhance our
    brand, our business and operating results may be harmed.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We believe that recognition of our brand will contribute significantly to the success of
    our business. We also believe that maintaining and enhancing our brand is critical to
    expanding our base of consumers and customers. As our market becomes increasingly
    competitive, maintaining and enhancing our brand will depend largely on our ability to
    remain as an advertising leader in China and a electronics and light appliances
    manufacturer and distributor in Malaysia, which may be increasingly difficult and
    expensive.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">We may face intellectual property
    infringement claims and other related claims that could be time-consuming and costly to
    defend and may result in our inability to continue providing certain of our existing
    services.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Electronics, technology and
    advertising companies are frequently involved in litigation based on allegations of
    infringement of intellectual property rights, unfair competition, invasion of privacy,
    defamation and other violations of third-party rights. The validity, enforceability and
    scope of protection of intellectual property, particularly in China and Malaysia, are
    uncertain and still evolving. In addition, many parties are actively developing and
    seeking protection for electronics and technologies, including seeking patent protection.
    There may be patents issued or pending that are held by others that cover significant
    aspects of our technologies, products, business methods or services. As we face increasing
    competition and as litigation becomes more common in China, Malaysia and elsewhere in Asia
    for resolving commercial disputes, we face a higher risk of being the subject of
    intellectual property infringement claims.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Intellectual property litigation is
    expensive and time consuming and could divert resources and management attention from the
    operations of our businesses. If there is a successful claim of infringement, we may be
    required to pay substantial fines and damages or enter into royalty or license agreements
    that may not be available on commercially acceptable terms, if at all. Our failure to
    obtain a license of the rights on a timely basis could harm our business. Any intellectual
    property litigation could have a material adverse effect on our business, financial
    condition or results of operations.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">18</font><font SIZE="1"></p>

<hr
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<div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">If we fail to
    maintain an effective system of internal control over financial reporting, we may not be
    able to accurately report our financial results or prevent fraud.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We are subject to reporting obligations under the U.S. securities laws. The SEC, as
    required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every
    public company to include in its annual report a management report on such company's
    internal controls over financial reporting which contains management's assessment of the
    effectiveness of the company's internal controls over financial reporting. In addition, an
    independent registered public accounting firm must attest to and report on management's
    assessment of the effectiveness of the company's internal controls over financial
    reporting. These requirements may first apply to our annual report on Form 10-K for the
    fiscal year ending December 31, 2011. Our management may conclude that our internal
    controls over financial reporting are not effective. Moreover, even if our management
    concludes that our internal controls over financial reporting are effective, our
    independent registered public accounting firm may still decline to attest to our
    management's assessment or may issue a report that is qualified if they are not satisfied
    with our controls or the level at which our controls are documented, designed, operated or
    reviewed, or if it interprets the relevant requirements differently from us. Our reporting
    obligations as a public company will place a significant strain on our management,
    operational and financial resources and systems for the foreseeable future. We are a young
    company with limited accounting personnel and other resources with which to address our
    internal financial controls and procedures. If we fail to timely achieve and maintain the
    adequacy of our internal financial controls, we may not be able to conclude that we have
    effective internal controls over financial reporting at a reasonable assurance level.
    Moreover, effective internal controls over financial reporting are necessary for us to
    produce reliable financial reports and are important to help prevent fraud. As a result,
    our failure to achieve and maintain effective internal controls over financial reporting
    could result in the loss of investor confidence in the reliability of our financial
    statements, which in turn could harm our business and negatively impact the market price
    of our Common Stock.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    If we fail to attract customers for our advertising and convergent device business our
    growth prospects could be seriously harmed.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Our advertising customers will not maintain their business relationships with us if we
    cannot secure attractive ad/sign placements. In addition our distributors will not work
    with us if the convergent device does not sell well or does not have adequate sales margin
    for their sales channels. Failure to retain advertisers, customers, distributors or
    channel partners could seriously harm our business and growth prospects.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Because we primarily rely on distributors in distributing M.A.G.I.C. Convergent Devices,
    our failure to retain key distributors or attract additional distributors could materially
    and adversely affect our business.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We will rely heavily on a nationwide distribution network of third-party distributors for
    sales to, and collection of payment from, our corporate and consumer customers. If our
    distributors do not provide quality services to our consumer customers or otherwise breach
    their contracts with our consumer customers, we may lose customers and our results of
    operations may be materially and adversely affected. We will sign distributing agreements
    with our distributors, although we may not sign any long-term agreements with them, but we
    cannot assure that we can maintain favorable relationships with them. Our distribution
    arrangements will be non-exclusive. Furthermore, some of our potential distributors may
    have contracts with our competitors or potential competitors and may not sign distribution
    agreements with us. If we fail to retain our key distributors or attract additional
    distributors on terms that are commercially reasonable, our business and results of
    operations could be materially and adversely affected.</font></td>
  </tr>
</table>
</center></div><font SIZE="1">

<p ALIGN="CENTER"></font><font face="Arial" SIZE="2">19</font><font SIZE="1"></p>

<hr
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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">We may not be
    able to manage our expanding operations effectively.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We commenced our mobile device and advertising services operations in early 2006. We
    anticipate continuous developing of our business in 2012 as we focus growth in our
    customer base and consumer market opportunities. To manage the potential growth of our
    operations and personnel, we will be required to improve operational and financial
    systems, procedures and controls, and expand, train and manage our growing employee base.
    Furthermore, our management will be required to maintain and expand our relationships with
    customers. We cannot assure that our current and planned personnel, systems, procedures
    and controls will be adequate to support our future operations.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    The recent global economic and financial market crisis has had and may continue to have a
    negative effect on our business and results of operations.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Starting in 2008 till now, the current global economic conditions could have a negative
    effect on our business and results of operations. Economic activity in China, United
    States and throughout much of the world has undergone a sudden, sharp economic downturn
    following the recent housing downturn and subprime lending collapse in both the United
    States and Europe. Global credit and liquidity have tightened in much of the world. Some
    of our customers in China may face business downturn and credit issues, and could
    experience cash flow problems and other financial hardships, which could affect timeliness
    of advertising through our platform. Consumer confidence and spending are down
    significantly in China and USA.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">Changes in governmental banking,
    monetary and fiscal policies to restore liquidity and increase credit availability may not
    be effective in alleviating the global economic declines. It is difficult to determine the
    breadth and duration of the economic and financial market problems and the many ways in
    which they may affect our customers and our business in general. Nonetheless, continuation
    or further worsening of these difficult financial and macroeconomic conditions could have
    a significant effect on our business and results of operations.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Capital markets are currently experiencing a period of dislocation and instability, which
    has had and could continue to have a negative impact on the availability and cost of
    capital.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    The general disruption in the U.S. capital markets has impacted the broader financial and
    credit markets and reduced the availability of debt and equity capital for the market as a
    whole. These conditions could persist for a prolonged period of time or worsen in the
    future. Our ability to access the capital markets may be restricted at a time when we
    would like, or need, to access such markets, which could have an impact on our flexibility
    to react to changing economic and business conditions. The resulting lack of available
    credit, lack of confidence in the financial sector, increased volatility in the financial
    markets and reduced business activity could materially and adversely affect our business,
    financial condition, results of operations and our ability to obtain and manage our
    liquidity. In addition, the cost of debt financing may be materially adversely impacted by
    these market conditions.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2"><br>
    Our success depends on the continuing efforts of our senior management team and other key
    personnel and our business may be harmed if we lose their services.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Our future success depends heavily upon the continuing services of the members of our
    senior management. If one or more of our senior executives or other key personnel are
    unable or unwilling to continue in their present positions, we may not be able to replace
    them easily or at all, and our business may be disrupted and our financial condition and
    results of operations may be materially and adversely affected. Competition for senior
    management and key personnel is intense, the pool of qualified candidates is very limited,
    and we may not be able to retain the services of our senior executives or key personnel,
    or attract and retain high-quality senior executives or key personnel in the future.</font><font
    SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">In addition, if any member of our
    senior management team or any of our other key personnel joins a competitor or forms a
    competing company, we may lose customers, distributors, know-how and key professionals and
    staff members. Each of our executive officers and key employees has entered into an
    employment agreement with us which contains confidentiality and non-competition
    provisions. Legal proceedings to enforce such provisions would be costly in both money and
    management time and such provisions may not be enforced or enforceable.</font></td>
  </tr>
</table>
</center></div><font SIZE="1">

<p ALIGN="CENTER"></font><font face="Arial" SIZE="2">20</font><font SIZE="1"></p>

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<div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">The success
    of our business depends on the continuing contributions of Mohd Mahyudin bin Zainal and
    other key personnel who may terminate their employment with us at any time, and we will
    need to hire additional qualified personnel.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We rely heavily on the services of Mr. Mohd Mahyudin bin Zainal, director and CEO of ATeam
    and our Company and Ms. Norlizah binti Zainal, our Chief Technology Officer, as well as
    several other management personnel. Loss of the services of any such individuals would
    adversely impact our operations. In addition, we believe our technical personnel represent
    a significant asset and provide us with a competitive advantage over many of our
    competitors and that our future success will depend upon our ability to retain these key
    employees and our ability to attract and retain other skilled financial, engineering,
    technical and managerial personnel. We do not currently maintain any &quot;key man&quot;
    life insurance with respect to any of such individuals.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We rely on highly skilled personnel and if we are unable to retain or motivate key
    personnel or hire qualified personnel, we may not be able to grow effectively.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Our performance and future success depends on the talents and efforts of highly skilled
    individuals. We will need to continue to identify, hire, develop, motivate and retain
    highly skilled personnel for all areas of our organization. Competition in our industry
    for qualified employees is intense. Our continued ability to compete effectively depends
    on our ability to attract new employees and to retain and motivate our existing employees.</font><font
    SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="2">As competition in our industry
    intensifies, it may be more difficult for us to hire, motivate and retain highly skilled
    personnel. If we do not succeed in doing so, we may be unable to grow effectively.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We have no business insurance coverage.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We do not have any business liability or disruption insurance coverage for our operations
    in China and Malaysia. Any business disruption, litigation or natural disaster may result
    in our incurring substantial costs and the diversion of our resources.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    We are exposed to risks associated with the ongoing financial crisis and weakening global
    economy, which increase the uncertainty of consumers purchasing products and/or services.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    The recent severe tightening of the credit markets, turmoil in the financial markets, and
    weakening global economy are contributing to a decrease in spending by consumers.&nbsp;&nbsp;If
    these economic conditions are prolonged or deteriorate further, the market for layaway
    services will decrease accordingly.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    Our Company has experience, and continues&nbsp;to experience, rapid growth in operations,
    which has placed, and will continue to place, significant demands on its management,
    operational and financial infrastructure.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" SIZE="2"><br>
    If the Company does not effectively manage its growth, the quality of its products and
    services could suffer, which could negatively affect the Company's brand and operating
    results. To effectively manage this growth, the Company will need to continue to improve
    its operational, financial and management controls and its reporting systems and
    procedures. Failure to implement these improvements could hurt the Company's ability to
    manage its growth and financial position.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" SIZE="2">21</font><font SIZE="1"></p>

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<div align="center"><center>

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  <tr>
    <td VALIGN="top" style="text-align: justify"><i><b><p ALIGN="JUSTIFY"><font face="Arial"
    SIZE="2">Our Company's business face inherent risk in the electronics and light appliances
    industry.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    </font><font SIZE="2"><td VALIGN="top" style="text-align: justify"><font face="Arial"
    SIZE="2"><br>
    Our Group's business is subject to certain risks inherent in the electronics and light
    appliances manufacturing industry. Our Group's revenue and operating results could be
    adversely affect by many factors which include, amongst others, changes in general
    economic, business and credit conditions, fluctuation in foreign exchange rates, changes
    in demand for and market acceptance of our products and services, our ability to introduce
    new products and services and enhancements in a timely manner, rapid technological
    changes, increase in operating expenses, lower profit margins due to pricing competition
    and delay in expansion plans.</font></font></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font SIZE="2"><td VALIGN="top" style="text-align: justify"><font face="Arial"
    SIZE="2"><br>
    Our Group's seeks to limit these business risks through, inter-alia prudent management
    policies, keeping abreast with new developments and technologies in the relevant
    industries and maintaining good relationship with customers and suppliers. However there
    can be no assurance that any changes in these factors will not have any material adverse
    effect on our Group's business.</font></font></td>
    <font SIZE="1">
  </tr>
  <tr>
    <td VALIGN="top" style="text-align: justify"><i><b><p ALIGN="JUSTIFY"></font><font
    face="Arial" SIZE="1"><br>
    </font><font face="Arial" SIZE="2">Our Company's business faces competition from</font><font
    face="Arial" size="3"> l</font><font face="Arial" size="2">ocal and foreign competitiors.</font></b></i></td>
  </tr>
  <tr>
    <td VALIGN="top" style="text-align: justify"><font face="Arial"><br>
    <small>Our Group faces competition from both local and foreign competitors which offer
    similar products that of our Group offerings. Increased competition could result in
    competitive pricing resulting in lower profit margins. However, our Group believes that we
    have competitive edge over our competitors which include amongst others, production
    quality, R&amp;D capabilities and technological expertise acquired over the years. </small></font><p><small><font
    face="Arial">Our Group seeks to limit the competitive risks through, inter-alia constant
    review of our development and marketing strategies to adapt to changes in economic
    conditions and market demands as well as focusing on certain markets and industries.
    However, there can be no assurance that our Group will be able to compete effectively
    against our competitors and that competitive pressure will not materially and adversely
    affect our Gorup's business, operations and results and or financial condition.</font></small></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="top" style="text-align: justify"><b><p ALIGN="JUSTIFY"><font face="Arial"
    size="2"><br>
    Risks Relating to Our Organization and Our Common Stock</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="top" style="text-align: justify"><i><b><p ALIGN="JUSTIFY"></font><font
    face="Arial" size="2"><br>
    Public company compliance may make it more difficult for us to attract and retain officers
    and directors.</font></b></i></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="top" style="text-align: justify"><p ALIGN="JUSTIFY"></font><font face="Arial"
    size="2"><br>
    The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required
    changes in corporate governance practices of public companies. As a public company, we
    expect these new rules and regulations to increase our compliance costs and to make
    certain activities more time consuming and costly. As a public company, we also expect
    that these new rules and regulations may make it more difficult and expensive for us to
    obtain director and officer liability insurance in the future and we may be required to
    accept reduced policy limits and coverage or incur substantially higher costs to obtain
    the same or similar coverage. As a result, it may be more difficult for us to attract and
    retain qualified persons to serve on our board of directors or as executive officers.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="top" style="text-align: justify"><i><b><p ALIGN="JUSTIFY"><font face="Arial"
    size="2"><br>
    We may not be able to attract the attention of major brokerage firms.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="top" style="text-align: justify"><p ALIGN="JUSTIFY"><font face="Arial"
    size="2"><br>
    Securities analysts of major brokerage firms may not provide coverage of us since there is
    no incentive to brokerage firms to recommend the purchase of our Common Stock. No
    assurance can be given that brokerage firms will, in the future, want to conduct any
    secondary offerings on behalf of our Company.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">22</font><font SIZE="1"></p>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">Our stock
    price may be volatile.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP" style="text-align: justify"><font face="Arial" size="2"><br>
    The market price of our Common Stock is likely to be highly volatile and could fluctuate
    widely in price in response to various factors, many of which are beyond our control,
    including the following:</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR" height="317">
  <tr>
    <td WIDTH="66" VALIGN="TOP" HEIGHT="37"></td>
    <td WIDTH="25" VALIGN="TOP" HEIGHT="37"></font><font face="Arial" size="2"><br>
    *</font></td>
    <td WIDTH="519" VALIGN="TOP" HEIGHT="37"><font face="Arial" size="2"><br>
    changes in our industry;</font></td>
  </tr>
  <tr>
    <td WIDTH="66" VALIGN="TOP" HEIGHT="21"></td>
    <td WIDTH="25" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">*</font></td>
    <td WIDTH="519" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">competitive pricing
    pressures;</font></td>
  </tr>
  <tr>
    <td WIDTH="66" VALIGN="TOP" HEIGHT="21"></td>
    <td WIDTH="25" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">*</font></td>
    <td WIDTH="519" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">our ability to obtain
    working capital financing;</font></td>
  </tr>
  <tr>
    <td WIDTH="66" VALIGN="TOP" HEIGHT="21"></td>
    <td WIDTH="25" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">*</font></td>
    <td WIDTH="519" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">additions or
    departures of key personnel;</font></td>
  </tr>
  <tr>
    <td WIDTH="66" VALIGN="TOP" HEIGHT="46"></td>
    <td WIDTH="25" VALIGN="TOP" HEIGHT="46"><font face="Arial" size="2">*</font></td>
    <td WIDTH="519" VALIGN="top" HEIGHT="46" style="text-align: justify"><font face="Arial"
    size="2">limited &quot;public float&quot; in the hands of a small number of persons whose
    sales or lack of sales could result in positive or negative pricing pressure on the market
    price for our Common Stock;</font></td>
  </tr>
  <tr>
    <td WIDTH="66" VALIGN="TOP" HEIGHT="21"></td>
    <td WIDTH="25" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">*</font></td>
    <td WIDTH="519" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">sales of our Common
    Stock;</font></td>
  </tr>
  <tr>
    <td WIDTH="66" VALIGN="TOP" HEIGHT="21"></td>
    <td WIDTH="25" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">*</font></td>
    <td WIDTH="519" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">our ability to
    execute our business plan;</font></td>
  </tr>
  <tr>
    <td WIDTH="66" VALIGN="TOP" HEIGHT="21"></td>
    <td WIDTH="25" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">*</font></td>
    <td WIDTH="519" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">operating results
    that fall below expectations;</font></td>
  </tr>
  <tr>
    <td WIDTH="66" VALIGN="TOP" HEIGHT="21"></td>
    <td WIDTH="25" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">*</font></td>
    <td WIDTH="519" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">loss of any strategic
    relationship;</font></td>
  </tr>
  <tr>
    <td WIDTH="66" VALIGN="TOP" HEIGHT="21"></td>
    <td WIDTH="25" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">*</font></td>
    <td WIDTH="519" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">regulatory
    developments;</font></td>
  </tr>
  <tr>
    <td WIDTH="66" VALIGN="TOP" HEIGHT="21"></td>
    <td WIDTH="25" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">*</font></td>
    <td WIDTH="519" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">economic and other
    external factors; and</font></td>
  </tr>
  <tr>
    <td WIDTH="66" VALIGN="TOP" HEIGHT="21"></td>
    <td WIDTH="25" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">*</font></td>
    <td WIDTH="519" VALIGN="TOP" HEIGHT="21"><font face="Arial" size="2">period-to-period
    fluctuations in our financial results.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" size="2"><br>
    In addition, the securities markets have from time to time experienced significant price
    and volume fluctuations that are unrelated to the operating performance of particular
    companies. These market fluctuations may also materially and adversely affect the market
    price of our Common Stock.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font face="Arial" size="2"><i><b><br>
    We may not pay dividends in the future. Any return on investment may be limited to the
    value of our Common Stock.</b></i></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    We do not anticipate paying cash dividends in the foreseeable future. The payment of
    dividends on our Common Stock will depend on earnings, financial condition and other
    business and economic factors affecting us at such time as our board of directors may
    consider relevant. If we do not pay dividends, our Common Stock may be less valuable
    because a return on your investment will only occur if our stock price appreciates.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font face="Arial" size="2"><i><b><br>
    There is currently no liquid trading market for our Common Stock and we cannot ensure that
    one will ever develop or be sustained.</b></i></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    To date there has not been a liquid trading market for our Common Stock. We cannot predict
    how liquid the market for our Common Stock might become. As soon as is practicable after
    becoming eligible, we anticipate applying for listing of our Common Stock on either the
    NYSE Amex Equities, The Nasdaq Capital Market or other national securities exchange,
    assuming that we can satisfy the initial listing standards for such exchange. We currently
    do not satisfy the initial listing standards for any of these exchanges, and cannot ensure
    that we will be able to satisfy such listing standards or that our Common Stock will be
    accepted for listing on any such exchange. Should we fail to satisfy the initial listing
    standards of such exchanges, or our Common Stock is otherwise rejected for listing and
    remains quoted on the OTC Bulletin Board or is suspended from the OTC Bulletin Board, the
    trading price of our Common Stock could suffer and the trading market for our Common Stock
    may be less liquid and our Common Stock price may be subject to increased volatility.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Furthermore, for companies whose securities are quoted on the OTC Bulletin Board, it is
    more difficult (i) to obtain accurate quotations, (ii) to obtain coverage for significant
    news events because major wire services generally do not publish press releases about such
    companies and (iii) to obtain needed capital.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">23</font><font SIZE="1"></p>

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<b><i><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><font face="Arial" size="2">Our Common Stock is currently a
    &quot;penny stock,&quot; which may make it more difficult for our investors to sell their
    shares.</font></b></td>
  </tr>
</table>
</center></div></i><div align="center"><center>

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  <tr>
    </b><td VALIGN="TOP"><p ALIGN="JUSTIFY"><br>
    <font face="Arial" size="2">Our Common Stock is currently and may continue in the future
    to be subject to the &quot;penny stock&quot; rules adopted under Section 15(g) of the
    Exchange Act. The penny stock rules generally apply to companies whose Common Stock is not
    listed on The NASDAQ Stock Market or other national securities exchange and trades at less
    than $4.00 per share, other than companies that have had average revenue of at least
    $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000
    ($2,000,000 if the company has been operating for three or more years). These rules
    require, among other things, that brokers who trade penny stock to persons other than
    &quot;established customers&quot; complete certain documentation, make suitability
    inquiries of investors and provide investors with certain information concerning trading
    in the security, including a risk disclosure document and quote information under certain
    circumstances. Many brokers have decided not to trade penny stocks because of the
    requirements of the penny stock rules and, as a result, the number of broker-dealers
    willing to act as market makers in such securities is limited. If we remain subject to the
    penny stock rules for any significant period, it could have an adverse effect on the
    market, if any, for our securities. Since our securities are subject to the penny stock
    rules, investors may find it more difficult to dispose of our securities. &nbsp;</font></td>
    <b>
  </tr>
  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><br>
    <font face="Arial" size="2">Offers or availability for sale of a substantial number of
    shares of our</font><font face="Arial" SIZE="1"> </font><font face="Arial" size="2">Common
    Stock may cause the price of our Common Stock to decline.</font></b></i></td>
  </tr>
  <tr>
    </b><td VALIGN="TOP"><p ALIGN="JUSTIFY"><br>
    <font face="Arial" size="2">If our stockholders sell substantial amounts of our Common
    Stock in the public market, or upon the expiration of any statutory holding period under
    Rule 144, or issued upon the exercise of outstanding options or warrants, it could create
    a circumstance commonly referred to as an &quot;overhang&quot; and in anticipation of
    which the market price of our Common Stock could fall. The existence of an overhang,
    whether or not sales have occurred or are occurring, also could make more difficult our
    ability to raise additional financing through the sale of equity or equity-related
    securities in the future at a time and price that we deem reasonable or appropriate.</font></td>
    <b>
  </tr>
  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="1"><br>
    </font><font face="Arial" size="2">Mr. Mohd Mahyudin bin Zainal, our CEO and Director, and
    his siblings Ms. Norlizah binti Zainal, our CTO and Director, and Ms. Norjannah binti
    Zainal beneficially owns or holds the proxies for a substantial portion of our outstanding</font><font
    face="Arial" SIZE="1"> </font><font face="Arial" size="2">Common Stock, which enables him
    to influence many significant corporate actions and in certain circumstances may prevent a
    change in control that would otherwise be beneficial to our stockholders.</font></b></i></td>
  </tr>
  <tr>
    </b><td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Mr. Mohd Mahyudin bin Zainal and his siblings beneficially owns and holds the proxies for
    approximately 32% of our outstanding shares of Common Stock. As such, he has a substantial
    impact on matters requiring the vote of the stockholders, including the election of our
    directors and most of our corporate actions. This control could delay, defer, or prevent
    others from initiating a potential merger, takeover or other change in our control, even
    if these actions would benefit our stockholders and us. This control could adversely
    affect the voting and other rights of our other stockholders and could depress the market
    price of our Common Stock.</font></td>
    <b>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"></b><font face="Arial" size="2">24</font></p>

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  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"><font face="Arial" size="2">RISKS RELATED TO DOING
    BUSINESS IN CHINA</font></b></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    PRC laws and regulations governing our businesses and the validity of certain of our
    contractual arrangements are uncertain. If we are found to be in violation, we could be
    subject to sanctions. In addition, changes in such PRC laws and regulations may materially
    and adversely affect our business.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    There are substantial uncertainties regarding the interpretation and application of PRC
    laws and regulations, including, but not limited to, the laws and regulations governing
    our business, or the enforcement and performance of our contractual arrangements with
    certain of our affiliated Chinese entities. We are considered foreign persons or foreign
    invested enterprises under PRC law. As a result, we are subject to PRC law limitations on
    foreign ownership of advertising companies. These laws and regulations are relatively new
    and may be subject to change, and their official interpretation and enforcement may
    involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or
    amendments may be delayed, resulting in detrimental reliance by foreign investors. New
    laws and regulations that affect existing and proposed future businesses may also be
    applied retroactively.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">The PRC government has broad
    discretion in dealing with violations of laws and regulations, including levying fines,
    revoking business and other licenses and requiring actions necessary for compliance. In
    particular, licenses and permits issued or granted to us by relevant governmental bodies
    may be revoked at a later time by higher regulatory bodies. We cannot predict the effect
    of the interpretation of existing or new PRC laws or regulations on our businesses. We
    cannot assure you that our current ownership and operating structure would not be found in
    violation of any current or future PRC laws or regulations. As a result, we may be subject
    to sanctions, including fines, and could be required to restructure our operations or
    cease to provide certain services. Any of these or similar actions could significantly
    disrupt our business operations or restrict us from conducting a substantial portion of
    our business operations, which could materially and adversely affect our business,
    financial condition and results of operations.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Adverse changes in economic and political policies of the PRC government could have a
    material adverse effect on the overall economic growth of China, which could adversely
    affect our business.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    As our advertising and convergent devices business expands, we expect an increasing
    portion of our business operations to be conducted in China. Accordingly, our results of
    operations, financial condition and prospects are subject to a significant degree to
    economic, political and legal developments in China. China's economy differs from the
    economies of most developed countries in many respects, including the amount of government
    involvement, level of development, growth rate, control of foreign exchange and allocation
    of resources. While China's economy has experienced significant growth in the past 20
    years, growth has been uneven across different regions and among various economic sectors
    of China. The PRC government has implemented various measures to encourage economic
    development and guide the allocation of resources. Some of these measures benefit the
    overall PRC economy, but may also have a negative effect on us. For example, our financial
    condition and results of operations may be adversely affected by governmental control over
    capital investments or changes in tax regulations that are applicable to us. Since early
    2004, the PRC government has implemented certain measures to control the pace of economic
    growth. Such measures may cause a decrease in the level of economic activity in China,
    which in turn could adversely affect our results of operations and financial condition.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    We face risks related to health epidemics and other outbreaks.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Our business could be adversely affected by the effects of SARS, Avian Flu or another
    epidemic or outbreak. China reported a number of cases of SARS in April 2004. Any
    prolonged recurrence of SARS or other adverse public health developments in China may have
    a material adverse effect on our business operations. For instance, health or other
    governmental regulations adopted in response may require temporary closure of Internet
    cafes, which is one of the avenues where users could access our websites, or of our
    offices. Such closures would severely disrupt our business operations and adversely affect
    our results of operations. We have not adopted any written preventive measures or
    contingency plans to combat any future outbreak of SARS or any other epidemic.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">25</font><font SIZE="1"></p>

<hr
style="page-break-after: always; border-top: #000000 solid 4px; color: #0000ff 1px; border-bottom: #000000 1px solid; height: 6px"
color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">Our
    subsidiaries and affiliates are subject to restrictions on paying dividends and making
    other payments to us and we do not intend to pay cash dividends in the future.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    As our advertising and convergent devices business develops, we expect to increasingly
    rely on dividends payments from our subsidiaries and affiliated entities in China.
    However, PRC regulations currently permit payment of dividends only out of accumulated
    profits, as determined in accordance with PRC accounting standards and regulations. Our
    subsidiaries and affiliated entities in China are also required to set aside a portion of
    their after-tax profits according to PRC accounting standards and regulations for certain
    reserve funds. The PRC government also imposes controls on the conversion of RMB into
    foreign currencies and the remittance of currencies out of China. We may experience
    difficulties in completing the administrative procedures necessary to obtain and remit
    foreign currency. Furthermore, if our subsidiaries or affiliated entities in China incur
    debt on their own in the future, the instruments governing the debt may restrict their
    ability to pay dividends or make other payments. If either we or our subsidiaries is
    unable to receive all of the revenues from our operations through these contractual or
    dividend arrangements we may be un able to declare dividends on our Common Stock.
    Moreover, we do not intend to pay cash dividends in the future, but to use any earnings to
    develop and grow our business.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    We may be subject to foreign exchange controls in the PRC.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Our PRC subsidiaries are subject to PRC rules and regulations on currency conversion. In
    the PRC, the State Administration for Foreign Exchange (&quot;SAFE&quot;) regulates the
    conversion of the RMB into foreign currencies. Currently, foreign investment enterprises
    (&quot;FIEs&quot;) are required to apply to SAFE for &quot;Foreign Exchange Registration
    Certificate for FlEs. Our subsidiary is FIE. With such registration certifications (which
    need to be renewed annually), FlEs are allowed to open foreign currency accounts including
    the &quot;recurrent account&quot; and the &quot;capital account&quot;. Currently,
    conversion within the scope of the &quot;recurrent account&quot; can be effected without
    requiring&nbsp;the approval of SAFE. However, conversion of currency in the &quot;capital
    account&quot; (e.g. for capital items such as direct investments, loans, securities, etc.)
    still requires the approval of SAFE. Our operations and business may be adversely affected
    if conversion of currency in the &quot;capital account&quot; is not approved by the SAFE.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Recent PRC State Administration of Foreign Exchange (&quot;SAFE&quot;) Regulations
    regarding offshore financing activities by PRC residents have undergone a number of
    changes that may increase the administrative burden the Company faces. The failure by the
    Company's stockholders who are PRC residents to make any required applications and filings
    pursuant to such regulations may prevent the Company from being able to distribute profits
    and could expose the Company and its PRC resident stockholders to liability under PRC law.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    SAFE issued a public notice (the &quot;October Notice&quot;) effective November 1, 2005,
    which requires registration with SAFE by the PRC resident stockholders of any foreign
    holding company of a PRC entity.&nbsp; Without registration, the PRC entity cannot remit
    any of its profits out of the PRC as dividends or otherwise; however, it is uncertain how
    the October Notice will be interpreted or implemented regarding specific documentation
    requirements for a foreign holding company formed prior to the effective date of the
    October Notice, such as in the Company's case. While only the PRC resident stockholders
    who receive the ownership of the foreign holding company in exchange for ownership in the
    PRC operating company are subject to the October Notice, there can be no assurance that
    SAFE will not require the Company's other PRC resident stockholders to make disclosure. In
    addition, the October Notice requires that any monies remitted to PRC residents outside of
    the PRC be returned within 180 days; however, there is no indication of what the penalty
    will be for failure to comply or if stockholder non-compliance will be considered to be a
    violation of the October Notice by the Company or otherwise affect the Company.</font><font
    SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">In the event that the proper
    procedures are not followed under the SAFE October Notice, we could lose the ability to
    remit monies outside of the PRC and would therefore be unable to pay dividends or make
    other distributions. Our PRC resident stockholders could be subject to fines, other
    sanctions and even criminal liabilities under the PRC Foreign Exchange Administrative
    Regulations promulgated January 29, 1996, as amended.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">26</font><font SIZE="1"></p>

<hr
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color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">Failure to
    comply with PRC regulations relating to the establishment of offshore special purpose
    companies by PRC residents may subject our PRC resident stockholders to personal
    liability, limit our ability to acquire PRC companies or to inject capital into our PRC
    subsidiaries, limit our PRC subsidiaries' ability to distribute profits to us or otherwise
    materially adversely affect us.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    In October 2005, SAFE issued the Notice on Relevant Issues in the Foreign Exchange Control
    over Financing and Return Investment Through Special Purpose Companies by Residents Inside
    China, generally referred to as Circular 75, which required PRC residents to register with
    the competent local SAFE branch before establishing or acquiring control over an offshore
    special purpose company, or SPV, for the purpose of engaging in an equity financing
    outside of China on the strength of domestic PRC assets originally held by those
    residents. Amendments to registrations made under Circular 75 are required in connection
    with any increase or decrease of capital, transfer of shares, mergers and acquisitions,
    equity investment or creation of any security interest in any assets located in China to
    guarantee offshore obligations. In the case of an SPV which was established, and which
    acquired a related domestic company or assets, before the implementation date of Circular
    75, a retroactive SAFE registration was required. Failure to comply with the requirements
    of Circular 75, may result in fines and other penalties under PRC laws for evasion of
    applicable foreign exchange restrictions. Any such failure could also result in the SPV's
    affiliates being impeded or prevented from distributing their profits and the proceeds
    from any reduction in capital, share transfer or liquidation to the SPV, or from engaging
    in other transfers of funds into or out of China.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    We have asked our stockholders who are PRC residents as defined in Circular 75 to register
    with the relevant branch of SAFE, as currently required, in connection with their equity
    interests in us and our acquisitions of equity interests in our PRC subsidiaries. However,
    we cannot provide any assurances that they can obtain the above SAFE registrations
    required by Circular 75. Moreover, because of uncertainty over how Circular 75 will be
    interpreted and implemented, and how or whether SAFE will apply it to us, we cannot
    predict how it will affect our business operations or future strategies. For example, our
    present and prospective PRC subsidiaries' ability to conduct foreign exchange activities,
    such as the remittance of dividends and foreign currency-denominated borrowings, may be
    subject to compliance with Circular 75 by our PRC resident beneficial holders.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    In addition, such PRC residents may not always be able to complete the necessary
    registration procedures required by Circular 75. We also have little control over either
    our present or prospective direct or indirect stockholders or the outcome of such
    registration procedures. A failure by our PRC resident beneficial holders or future PRC
    resident stockholders to comply with Circular 75, if SAFE requires it, could subject these
    PRC resident beneficial holders to fines or legal sanctions, restrict our overseas or
    cross-border investment activities, limit our subsidiaries' ability to make distributions
    or pay dividends or affect our ownership structure, which could adversely affect our
    business and prospects.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Uncertainties with respect to the PRC legal system could adversely affect us.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    We will conduct a substantial and increasing portion our business through subsidiaries and
    affiliated entities based in China. Our operations in China are governed by PRC laws and
    regulations. Our subsidiaries are generally subject to laws and regulations applicable to
    foreign investments in China and, in particular, laws applicable to wholly foreign-owned
    enterprises. The PRC legal system is based on written statutes. Prior court decisions may
    be cited for reference but have limited precedent value.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">Since 1979, PRC legislation and
    regulations have significantly enhanced the protections afforded to various forms of
    foreign investments in China. However, China has not developed a fully integrated legal
    system and recently-enacted laws and regulations may not sufficiently cover all aspects of
    economic activities in China. In particular, because these laws and regulations are
    relatively new, and because of the limited published decisions and their non-binding
    nature, the interpretation and enforcement of these laws and regulations involve
    uncertainties. In addition, the PRC legal system is based in part on governmental policies
    and internal rules (some of which are not published on a timely basis or at all) that may
    have a retroactive effect. As a result, we may not be aware of our violation of these
    policies and rules until after the occurrence of the violation. In addition, any
    litigation in China may be protracted and result in substantial costs and diversion of
    resources and management attention.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">27</font><font SIZE="1"></p>

<hr
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color="white" noshade="noshade" width="720">
<div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">Governmental
    control of currency conversion may affect the value of your investment.</font><font
    SIZE="1"></p>
    </b></i><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">The PRC government imposes
    controls on the conversion of RMB to foreign currencies and, in certain cases, the
    remittance of currencies out of China. As our internet and advertising business expands,
    we expect to derive an increasing percentage of our revenues in RMB. Under our current
    structure, we expect our income will be primarily derived from dividend payments from our
    PRC subsidiaries. Shortages in the availability of foreign currency may restrict the
    ability of our PRC subsidiaries and our affiliated entities to remit sufficient foreign
    currency to pay dividends or other payments to us, or otherwise satisfy their foreign
    currency denominated obligations. Under existing PRC foreign exchange regulations,
    payments of current account items, including profit distributions, interest payments and
    expenditures from trade-related transactions, can be made in foreign currencies without
    prior approval from the PRC State Administration of Foreign Exchange by complying with
    certain procedural requirements. However, approval from appropriate government authorities
    is required when RMB is to be converted into foreign currency and remitted out of China to
    pay capital expenses such as the repayment of bank loans denominated in foreign
    currencies. The PRC government may also at its discretion restrict access in the future to
    foreign currencies for current account transactions. If the foreign exchange control
    system prevents us from obtaining sufficient foreign currency to satisfy our demands, we
    may not be able to pay dividends in foreign currencies to our stockholders, including
    holders of our Common Stock.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

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  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Fluctuation in the value of RMB may have a material adverse effect on your investment.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    The value of RMB against the U.S. dollar and other currencies may fluctuate and is
    affected by, among other things, changes in political and economic conditions. On July 21,
    2005, the PRC government changed its decades-old policy of pegging the value of the RMB to
    the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow
    and managed band against a basket of foreign currencies. This change in policy has
    resulted in an approximately 2.0% appreciation of the RMB against the U.S. dollar. While
    the international reaction to the RMB revaluation has generally been positive, there
    remains significant international pressure on the PRC government to adopt a more flexible
    currency policy, which could result in a further and significant appreciation of the RMB
    against the U.S. dollar. As our internet and advertising business continues to grow, a
    greater portion of our revenues and costs will be denominated in RMB, while a significant
    portion of our financial assets may be denominated in U.S. dollars. We expect to rely
    significantly on dividends and other fees paid to us by our subsidiaries and affiliated
    entities in China. Any significant revaluation of RMB may materially and adversely affect
    our cash flows, revenues, earnings and financial position, and the value of, and any
    dividends payable on, our Common Stock in U.S. dollars. For example, an appreciation of
    RMB against the U.S. dollar would make any new RMB denominated investments or expenditures
    more costly to us, to the extent that we need to convert U.S. dollars into RMB for such
    purposes.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><i><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    We may not be able to consolidate the financial results of some of our affiliated
    companies or such consolidation could materially adversely affect our operating results
    and financial condition.</font></b></i></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    For PRC regulatory reasons, much of our operations are/will be conducted through
    affiliated companies which currently are considered for accounting purposes as variable
    interest entities (&quot;VIEs&quot;), and we are considered the primary beneficiary,
    enabling us to consolidate its financial results in our consolidated financial statements.
    In the event that in the future a company we hold as a VIE would no longer meet the
    definition of a VIE, or we are deemed not to be the primary beneficiary, we would not be
    able to consolidate line by line that entity's financial results in our consolidated
    financial statements for PRC purposes. Also, if in the future an affiliate company becomes
    a VIE and we become the primary beneficiary, we would be required to consolidate that
    entity's financial results in our consolidated financial statements for PRC purposes. If
    such entity's financial results were negative, this could have a corresponding negative
    impact on our operating results for PRC purposes. However, any material variations in the
    accounting principles, practices and methods used in preparing financial statements for
    PRC purposes from the principles, practices and methods generally accepted in the United
    States and in the SEC accounting regulations must be discussed, quantified and reconciled
    in financial statements for United States and SEC purposes.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">28</font><font SIZE="1"></p>

<hr
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</font><div align="center"><center>

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  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><font
    face="Arial" size="2"><strong>RISKS RELATED TO THE ELECTRICAL AND ELECTRONICS SECTOR IN
    MALAYSIA </strong></font></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><em><strong><font
    face="Arial" size="3"><br>
    </font><font face="Arial" size="2">Electrical and electronics sector is not homogeneous
    and therefore has its own life cycle and is difficult to track. </font></strong></em></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><font
    face="Arial" size="3"><br>
    </font><font face="Arial" size="2">The E &amp; E sector is not homogeneous, covering a
    wide range of products and technologies including consumer electronics, semiconductors,
    personal computers, RF (radio frequency) and Wireless Systems, Test and Measurement as
    well as Light Emitting Diodes (LEDs). This diversity makes the sector difficult to track,
    as each of these technologies, individually, has its own life cycle, value supply chain,
    and accordingly issues and challenges. While the focus thus far has been on individual
    companies and their needs, there is a strong need to look at these companies as part of a
    technology platform ecosystem and understand how the activities can be expanded,
    integrated and linked to the local economy, so that a more holistic picture of the
    ecosystem emerges. </font></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><font
    face="Arial" size="3"><br>
    </font><font face="Arial" size="2">The industry is dominated by the MNCs and the role of
    local companies has largely been confined to being vendors, suppliers or outsourcing
    partners. Despite this sector being in Malaysia for more than 35 years, there is no
    internationally acclaimed Malaysian company in this field. The role of local vendors,
    largely in the fields of metalworking (machining, mould and die, stamping) and plastics
    (injection moulding) and packaging and testing has been challenged by the practice of
    international procurement, driven by processes such as e-Bidding and Approved Vendor
    lists. Inability to secure long-term steady revenue and faced with cyclical demand that
    requires considerable staying power, many local companies shifted into other areas of
    business or downsized. </font></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><font
    face="Arial" size="3"><br>
    </font><font face="Arial" size="2"><em><strong>Rapid technological developments can render
    the present technology utilised by E &amp; E companies obsolete </strong></em></font></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><font
    face="Arial" size="3"><br>
    </font><font face="Arial" size="2">Rapid technological developments can render the present
    technology utilised by E &amp; E companies obsolete and result in the inability of these
    companies to compete effectively. Realising that technology is a vital component in
    product development and manufacturing, such companies should provide for continuous
    research and development to ensure that its products maintain a high standard and quality
    suitable for its clients' brand names. The research and development undertaken also
    encompasses improvement to product design, material and finished goods development. </font></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><font
    face="Arial" size="3"><br>
    </font><font face="Arial" size="2"><em><strong>Increase competition in China will have
    downward pressure on our pricing, business and profitability. </strong></em></font></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><font
    face="Arial" size="3"><br>
    </font><font face="Arial" size="2">The WTO, AFTA and other regional arrangements will
    further liberalise trade, intensifying competition both in the domestic as well as
    international markets. The strong emergence of China in the global economy will also
    increase competition, particularly for the common exports of both countries. </font></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><font
    face="Arial" size="3"><br>
    </font><font face="Arial" size="2">At the firm and industry levels, initiatives must be
    taken to increase productivity so as to reduce the cost of production and raise the
    quality of the product or service. This will require firms to upgrade their technology by
    introducing new machinery and raising technological capability. Efforts towards this end
    must also be complemented by increasing labour productivity through continuous skill
    upgrading of employees as well as improving entrepreneurial and managerial skills. In
    addition, firms need to accelerate the implementation of the productivity linked wage
    system. </font></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><font
    face="Arial" size="3"><br>
    </font><font face="Arial" size="2"><em><strong>Pricing of key components such as oil and
    crucial parts may fluctuate and increase our costs and reducing our profitability. </strong></em></font></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><font
    face="Arial" size="3"><br>
    </font><font face="Arial" size="2">The E &amp; E manufacturing activities are dependent on
    petrochemical based raw materials; this includes raw materials for its parts and
    components. Hence, fluctuations in the price of oil could affect the E &amp; E companies'
    cost structure whereby sudden increases in oil prices would impinge on their
    profitability. </font></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><font
    face="Arial" size="3"><br>
    </font><font face="Arial" size="2">Also, the availability of raw materials will invariably
    have an impact on the performance of E &amp; E manufacturing based companies which source
    its raw materials both locally and overseas. However, there can be no assurance that any
    shortages in raw materials will not have any impact on the performance of these companies.
    </font></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><font
    face="Arial" size="3"><br>
    </font><font face="Arial" size="2"><em><strong>We are subject to foreign exchange
    fluctuations and government imposition of restrictions to capital market </strong></em></font></td>
    <font SIZE="1">
  </tr>
  <tr>
    </font><font size="3"><td VALIGN="top" style="text-align: justify"></font><font
    face="Arial" size="3"><br>
    </font><font face="Arial" size="2">Most E &amp; E companies are subject to foreign
    exchange fluctuations through the import of raw materials and export of finished goods.
    Previously, the Malaysian government imposed capital market restrictions and fixed the
    exchange rate of USD1 to RM3.80. Currently however, there can be no assurance that the
    removal of the capital control regime will not affect the performance of these companies.</font></td>
    <font SIZE="1">
  </tr>
  <tr>
    <td VALIGN="TOP"></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">29</font><font SIZE="1"></p>

<hr
style="page-break-after: always; border-top: #000000 solid 4px; color: #0000ff 1px; border-bottom: #000000 1px solid; height: 6px"
color="white" noshade="noshade" width="720">
</font><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="CENTER"><font face="Arial" size="2"><br>
    Security Ownership of Certain Beneficial Owners and Management</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"></font><font face="Arial" SIZE="1"><br>
    </font></font><font face="Arial" size="2">The following table sets forth certain
    information as of June 8, 2012 regarding the beneficial ownership of our Common Stock,
    taking into account the consummation of the Acquisition, by (i) each person or entity who,
    to our knowledge, beneficially owns more than 5% of our Common Stock; (ii) each executive
    officer and named officer; (iii) each director; and (iv) all of our officers and directors
    as a group.</font></td>
  </tr>
  <tr>
    <td VALIGN="top" height="20"></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="857" DIR="LTR" height="584" cellpadding="0">
  <tr>
    <font SIZE="1"><td WIDTH="506" VALIGN="bottom" HEIGHT="27"
    style="border-bottom: 1px solid rgb(0,0,0)"><p ALIGN="CENTER"></font><font face="Arial"
    size="2">Name/Address<sup>(1)</sup></font></td>
    <td WIDTH="15" VALIGN="bottom" HEIGHT="27"></td>
    <td WIDTH="76" VALIGN="bottom" HEIGHT="27" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="RIGHT"><font face="Arial" size="2">Common<br>
    Stock</font></td>
    <td WIDTH="15" VALIGN="bottom" HEIGHT="27"></td>
    <td WIDTH="79" VALIGN="bottom" HEIGHT="27" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="RIGHT"><font face="Arial" size="2">Common<br>
    Stock<br>
    Options<br>
    Exercisable<br>
    Within<br>
    60 Days</font></td>
    <td WIDTH="14" VALIGN="bottom" HEIGHT="27"></td>
    <td WIDTH="77" VALIGN="bottom" HEIGHT="27" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="RIGHT"><font face="Arial" size="2">Total Stock<br>
    and Stock<br>
    Based<br>
    Holdings<sup> (1)</sup></font></td>
    <td WIDTH="12" VALIGN="bottom" HEIGHT="27"></td>
    <td WIDTH="63" VALIGN="bottom" HEIGHT="27" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="RIGHT"><font face="Arial" size="2">%<br>
    Ownership<sup> (2)</sup></font></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="TOP" HEIGHT="18"></td>
    <td WIDTH="15" VALIGN="TOP" HEIGHT="18"></td>
    <td WIDTH="76" VALIGN="TOP" HEIGHT="18"></td>
    <td WIDTH="15" VALIGN="TOP" HEIGHT="18"></td>
    <td WIDTH="79" VALIGN="TOP" HEIGHT="18"></td>
    <td WIDTH="14" VALIGN="TOP" HEIGHT="18"></td>
    <td WIDTH="77" VALIGN="TOP" HEIGHT="18"></td>
    <td WIDTH="12" VALIGN="TOP" HEIGHT="18"></td>
    <td WIDTH="63" VALIGN="TOP" HEIGHT="18"></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2">Con Unerkov<sup>(3) (4)(5)</sup><br>
    Level 5, Suite 2, Malcolm Reid Building, 187 Rundle Street, Adelaide, SA 5000</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="76" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2"><br>
    32,619,863</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="79" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2"><br>
    -</font></td>
    <td WIDTH="14" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="77" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2"><br>
    32,619,863</font></td>
    <td WIDTH="12" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="63" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2"><br>
    2.87%</font></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="middle" HEIGHT="45"><p ALIGN="JUSTIFY"><font face="Arial" size="2">Mohd
    Mahyudin bin Zainal<sup> (3)(4)(9)</sup><br>
    Lot 8299, Kampung Delek, 41250 Klang, Selangor, Malaysia</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="76" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" SIZE="1"><br>
    </font><font face="Arial" size="2">57,404,774</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="79" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2"><br>
    -</font></td>
    <td WIDTH="14" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="77" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" SIZE="1"><br>
    </font><font face="Arial" size="2">57,404,774</font></td>
    <td WIDTH="12" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="63" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" SIZE="1"><br>
    </font><font face="Arial" size="2">5.06%</font></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2">Norlizah binti Zainal<sup>(3)(4)(8)</sup><br>
    Lot 8299, Kampung Delek, 41250 Klang, Selangor, Malaysia</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="76" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" SIZE="1"><br>
    </font><font face="Arial" size="2">79,864,392</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="79" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2"><br>
    -</font></td>
    <td WIDTH="14" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="77" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" SIZE="1"><br>
    </font><font face="Arial" size="2">79,864,392</font></td>
    <td WIDTH="12" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="63" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" SIZE="1"><br>
    </font><font face="Arial" size="2">7.04%</font></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="middle" HEIGHT="45"><font face="Arial" size="2">Lam Pui Kit <sup>(3)
    (7)</sup><br>
    No.4, Dong Wen Chan Street, West City District, Beijing, China.</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="76" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2"><br>
    62,500,000</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="79" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2"><br>
    -</font></td>
    <td WIDTH="14" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="77" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2"><br>
    62,500,000</font></td>
    <td WIDTH="12" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="63" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2"><br>
    5.51%</font></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="middle" HEIGHT="44" bgcolor="#DBE5F1"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2">Mohd Khairudin bin Ramli <sup>(3)</sup><br>
    A-15-2, Ipoh Kiara Kondo, Lebuh Bercham Selatan, 31400 Ipoh, Perak, Malaysia</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="44" bgcolor="#DBE5F1"></td>
    <td WIDTH="76" VALIGN="middle" HEIGHT="44" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2"><br>
    -</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="44" bgcolor="#DBE5F1"></td>
    <td WIDTH="79" VALIGN="middle" HEIGHT="44" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2"><br>
    -</font></td>
    <td WIDTH="14" VALIGN="middle" HEIGHT="44" bgcolor="#DBE5F1"></td>
    <td WIDTH="77" VALIGN="middle" HEIGHT="44" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2"><br>
    -</font></td>
    <td WIDTH="12" VALIGN="middle" HEIGHT="44" bgcolor="#DBE5F1"></td>
    <td WIDTH="63" VALIGN="middle" HEIGHT="44" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2"><br>
    -</font></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="middle" HEIGHT="45"><p ALIGN="JUSTIFY"><font face="Arial" size="2">Mohd
    Suhaimi bin Rozali <sup>( 4)</sup><br>
    Lot 2158, Jalan Hassan, Kg Sungai Udang, 41250 Klang, Selangor, Malaysia</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="76" VALIGN="middle" HEIGHT="45" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="RIGHT"><font face="Arial" size="2"><br>
    -</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="79" VALIGN="middle" HEIGHT="45" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="RIGHT"><font face="Arial" size="2"><br>
    -</font></td>
    <td WIDTH="14" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="77" VALIGN="middle" HEIGHT="45" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="RIGHT"><font face="Arial" size="2"><br>
    -</font></td>
    <td WIDTH="12" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="63" VALIGN="middle" HEIGHT="45" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="RIGHT"><font face="Arial" size="2"><br>
    -</font></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="middle" HEIGHT="25" bgcolor="#DBE5F1"></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="25" bgcolor="#DBE5F1"></td>
    <td WIDTH="76" VALIGN="middle" HEIGHT="25" bgcolor="#DBE5F1"></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="25" bgcolor="#DBE5F1"></td>
    <td WIDTH="79" VALIGN="middle" HEIGHT="25" bgcolor="#DBE5F1"></td>
    <td WIDTH="14" VALIGN="middle" HEIGHT="25" bgcolor="#DBE5F1"></td>
    <td WIDTH="77" VALIGN="middle" HEIGHT="25" bgcolor="#DBE5F1"></td>
    <td WIDTH="12" VALIGN="middle" HEIGHT="25" bgcolor="#DBE5F1"></td>
    <td WIDTH="63" VALIGN="middle" HEIGHT="25" bgcolor="#DBE5F1"></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="middle" HEIGHT="45"><font face="Arial" size="2">All officers and
    directors as a group (6 persons)</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="76" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2">232,389,029</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="79" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2">-</font></td>
    <td WIDTH="14" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="77" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2">232,389,029</font></td>
    <td WIDTH="12" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="63" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2">20.48%</font></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><font face="Arial" size="2">ECE
    Technologies Sdn. Bhd. (ECE), of No. 55 Jalan Snuker 13/28, <br>
    Tadisma Business Park, Section 13, 40100 Shah Alam, Malaysia</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="76" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2">358,779,837</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="79" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="14" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="77" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2">358,779,837</font></td>
    <td WIDTH="12" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="63" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2">31.62%</font></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="middle" HEIGHT="45"><font face="Arial" size="2">Maxcom Group
    International Ltd. (MGIL) of P.O. Box 957, Offshore Incorporations Centre, Road Town,
    Tortola, British Virgin Islands.</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="76" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2">141,666,668</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="79" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2">-</font></td>
    <td WIDTH="14" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="77" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2">141,666,668</font></td>
    <td WIDTH="12" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="63" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2">12.48%</font></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><font face="Arial" size="2">Liu
    Kang <sup>(6)</sup>, No 42, Tujilin Wuchan, Wuhan City, Hubei Ching, China.</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="76" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2">141,666,668</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="79" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="14" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="77" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2">141,666,668</font></td>
    <td WIDTH="12" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="63" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2">12.48%</font></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="middle" HEIGHT="45"><font face="Arial" size="2">Central High
    Limited (CHL), of <br>
    P.O. Box 957, Offshore Incorporations Centre, <br>
    Road Town, Tortola, British Virgin Islands.</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="76" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2">125,000,000</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="79" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2">-</font></td>
    <td WIDTH="14" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="77" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2">125,000,000</font></td>
    <td WIDTH="12" VALIGN="middle" HEIGHT="45"></td>
    <td WIDTH="63" VALIGN="middle" HEIGHT="45"><p ALIGN="RIGHT"><font face="Arial" size="2">11.01%</font></td>
  </tr>
  <tr>
    <td WIDTH="506" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><font face="Arial" size="2">Norjannah
    binti Zainal <sup>(10)</sup></font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="76" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2">79,864,392</font></td>
    <td WIDTH="15" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="79" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="14" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="77" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2">79,864,392</font></td>
    <td WIDTH="12" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"></td>
    <td WIDTH="63" VALIGN="middle" HEIGHT="45" bgcolor="#DBE5F1"><p ALIGN="RIGHT"><font
    face="Arial" size="2">7.04%</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">30</font><font SIZE="1"></p>

<hr
style="page-break-after: always; border-top: #000000 solid 4px; color: #0000ff 1px; border-bottom: #000000 1px solid; height: 6px"
color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP" HEIGHT="16"></font><font face="Arial" size="2">Notes:</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td WIDTH="7%" VALIGN="TOP"><font face="Arial" size="2"><br>
    (1)</font></td>
    <td WIDTH="93%" VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Except as otherwise indicated, based on information furnished by the owners, we believe
    that the beneficial owners listed above have sole voting and investment power with respect
    to all shares of Common Stock shown as beneficially owned by them, subject to community
    property laws where applicable and to the information contained in the footnotes to this
    table. Beneficial ownership is determined in accordance with the rules of the SEC and
    generally includes voting or investment power with respect to securities. Unless otherwise
    indicated, the address of the beneficial owner is c/o China Media Group Corporation at
    1402 Wan Chai Commercial Center, 194-204 Johnston Road, Wanchai, Hong Kong.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td WIDTH="7%" VALIGN="TOP"><font face="Arial" size="2"><br>
    (2)</font></td>
    <td WIDTH="93%" VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    For purposes of computing the percentage of outstanding Common Stocks held by each person
    or group of persons named above, any shares that such person or group has the right to
    acquire within 60 days are deemed outstanding but are not deemed to be outstanding for
    purposes of computing the percentage ownership of any other person or group. As of the
    date of the table above and based on the 1,113,623,296 outstanding shares of our Common
    Stock immediately following the Acquisition and the options entitling the holders to
    purchase 21,205,376 additional shares of our Common Stock.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td WIDTH="7%" VALIGN="TOP"><font face="Arial" size="2"><br>
    (3)</font></td>
    <td WIDTH="93%" VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    A director of Company as at the date of this report.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td WIDTH="7%" VALIGN="TOP"><font face="Arial" size="2"><br>
    (4)</font></td>
    <td WIDTH="93%" VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    An officer of Company as at the date of this report.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td WIDTH="7%" VALIGN="TOP"></font><font face="Arial" size="2"><br>
    (5)</font></td>
    <td WIDTH="93%" VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Includes 31,250,000 shares of Common Stock held by CHL. Mr. Con Unerkov holds 25%
    shareholding of CHL.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td WIDTH="7%" VALIGN="TOP"></font><font face="Arial" size="2"><br>
    (6)</font></td>
    <td WIDTH="93%" VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Includes 141,666,668 shares of Common Stock held by MGIL. Mr. Liu Kang is a director and
    holds 100% shareholding of MGIL.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td WIDTH="7%" VALIGN="TOP"><font face="Arial" size="2"><br>
    (7)</font></td>
    <td WIDTH="93%" VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Includes 62,500,000 shares of Common Stock held by CHL. Mr. Lam Pui Kit is a director and
    holds 50% shareholding of CHL.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td WIDTH="7%" VALIGN="TOP"></font><font face="Arial" size="2"><br>
    (8)</font></td>
    <td WIDTH="93%" VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Includes 79,864,392 shares of Common Stock indirectly held by Ms. Norlizah binti Zainal
    through the holding of ECE. Ms. Norlizah binti Zainal<sup> </sup>holds 22.26% of ECE. Ms.
    Norlizah binti Zainal is a sibling of Mr. Mohd Mahyudin bin Zainal.</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td WIDTH="7%" VALIGN="TOP"></font><font face="Arial" size="2"><br>
    (9)</font></td>
    <td WIDTH="93%" VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Includes 57,404,774 shares of Common Stock indirectly held by the spouse of Mr. Mohd
    Mahyudin bin Zainal, Ms. Nuriati binti Mohd Nordin through the holding of ECE. Ms. Nuriati
    binti Mohd Nordin holds&nbsp;16.0% of ECE.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td WIDTH="7%" VALIGN="TOP" HEIGHT="34"><font face="Arial" size="2"><br>
    (10)</font></td>
    <td WIDTH="93%" VALIGN="TOP" HEIGHT="34"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Includes 79,864,392 shares of Common Stock indirectly held by Norjannah binti Zainal
    through the holding of ECE. Ms. Norjannah binti Zainal holds 22.26% of ECE. Ms. Norjannah
    binti Zainal is the sibling of Mr. Mohd Mahyudin bin Zainal and Ms. Norlizah binti Zainal.
    </font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">31</font><font SIZE="1"></p>

<hr
style="page-break-after: always; border-top: #000000 solid 4px; color: #0000ff 1px; border-bottom: #000000 1px solid; height: 6px"
color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="CENTER"></font><font face="Arial" size="2">Executive
    Officers and Directors</font></b></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    The following persons became our executive officers and directors immediately after
    closing and hold the positions set forth opposite their respective names.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="623" DIR="LTR" cellpadding="0" height="180">
  <tr>
    <td WIDTH="192" VALIGN="top" HEIGHT="20"></td>
    <td WIDTH="10" VALIGN="top" HEIGHT="20"></td>
    <td WIDTH="69" VALIGN="top" HEIGHT="20"></td>
    <td WIDTH="17" VALIGN="top" HEIGHT="20"></td>
    <td WIDTH="335" VALIGN="top" HEIGHT="20"></td>
  </tr>
  <tr>
    <td WIDTH="192" VALIGN="middle" HEIGHT="25" style="border-bottom: 1px solid rgb(0,0,0)"><font
    face="Arial" size="2">NAME</font></td>
    <td WIDTH="10" VALIGN="middle" HEIGHT="25"></td>
    <td WIDTH="69" VALIGN="middle" HEIGHT="25" style="border-bottom: 1px solid rgb(0,0,0)"
    align="center"><font face="Arial" size="2">AGE</font></td>
    <td WIDTH="17" VALIGN="middle" HEIGHT="25"></td>
    <td WIDTH="335" VALIGN="middle" HEIGHT="25" style="border-bottom: 1px solid rgb(0,0,0)"><font
    face="Arial" size="2">POSITION</font></td>
  </tr>
  <tr>
    <td WIDTH="192" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="10" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="69" VALIGN="middle" HEIGHT="20" align="center"></td>
    <td WIDTH="17" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="335" VALIGN="middle" HEIGHT="20"></td>
  </tr>
  <tr>
    <td WIDTH="192" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><font face="Arial" size="2">Mohd
    Mahyudin bin ZAINAL</font></td>
    <td WIDTH="10" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"></td>
    <td WIDTH="69" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1" align="center"><font
    face="Arial" size="2">43</font></td>
    <td WIDTH="17" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"></td>
    <td WIDTH="335" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><font face="Arial" size="2">Director
    President and Chief Executive Officer</font></td>
  </tr>
  <tr>
    <td WIDTH="192" VALIGN="middle" HEIGHT="20"><font face="Arial" size="2">Norlizah binti
    ZAINAL</font></td>
    <td WIDTH="10" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="69" VALIGN="middle" HEIGHT="20" align="center"><font face="Arial" size="2">47</font></td>
    <td WIDTH="17" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="335" VALIGN="middle" HEIGHT="20"><font face="Arial" size="2">Director and Chief
    Technology Officer</font></td>
  </tr>
  <tr>
    <td WIDTH="192" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><font face="Arial" size="2">Mohd
    Khairudin bin RAMLI</font></td>
    <td WIDTH="10" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"></td>
    <td WIDTH="69" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1" align="center"><font
    face="Arial" size="2">41</font></td>
    <td WIDTH="17" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"></td>
    <td WIDTH="335" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><font face="Arial" size="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="192" VALIGN="middle" HEIGHT="20"><font face="Arial" size="2">Con UNERKOV</font></td>
    <td WIDTH="10" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="69" VALIGN="middle" HEIGHT="20" align="center"><font face="Arial" size="2">43</font></td>
    <td WIDTH="17" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="335" VALIGN="middle" HEIGHT="20"><font face="Arial" size="2">Non Executive
    Director</font></td>
  </tr>
  <tr>
    <td WIDTH="192" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><font face="Arial" size="2">LAM
    Pui Kit</font></td>
    <td WIDTH="10" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"></td>
    <td WIDTH="69" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1" align="center"><font
    face="Arial" size="2">71</font></td>
    <td WIDTH="17" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"></td>
    <td WIDTH="335" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><font face="Arial" size="2">Non
    Executive Director</font></td>
  </tr>
  <tr>
    <td WIDTH="192" VALIGN="middle" HEIGHT="20" style="border-bottom: 1px solid rgb(0,0,0)"><font
    face="Arial" size="2">Mohd Suhaimi bin ROZALI</font></td>
    <td WIDTH="10" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="69" VALIGN="middle" HEIGHT="20" style="border-bottom: 1px solid rgb(0,0,0)"
    align="center"><font face="Arial" size="2">51</font></td>
    <td WIDTH="17" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="335" VALIGN="middle" HEIGHT="20" style="border-bottom: 1px solid rgb(0,0,0)"><font
    face="Arial" size="2">Chief Financial Officer, Treasurer, Secretary</font></td>
  </tr>
  <tr>
    <td WIDTH="192" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="10" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="69" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="17" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="335" VALIGN="middle" HEIGHT="20"></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Our directors hold office until the earlier of their death, resignation or removal by
    stockholders or until their successors have been qualified. Our officers are elected
    annually by, and serve at the pleasure of, our board of directors.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Biographies</font></b></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"></font><font face="Arial" size="2"><i><br>
    Directors and Officers</i></font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"><font face="Arial" SIZE="1"><br>
    MOHD MAHYUDIN BIN ZAINAL</b>. </font><font face="Arial" size="2">Mr. Zainal was appointed
    as Director and Chief Executive Officer of the Company on June 8, 2012. Since August 2008,
    Mr. Zainal has been the Chief Executive Officer of ECE Technologies Sdn. Bhd which is now
    the major shareholder of China Media Group Corporation. Mr. Zainal obtained a Bachelor of
    Law Degree LLB (Hons) from Universiti Kebangsaan Malaysia and has been admitted as
    Advocate &amp; Solicitor of High Court Of Malaya in 1994. He has extensive experience in
    many spheres of law including commercial litigation, conveyancing and corporate legal
    practice. He has been involved in large scale corporate restructuring exercises involving
    corporate restructuring, mergers and acquisitions of public listed companies locally in
    Malaysia and also acquisitions of foreign companies in South East Asia. He was directly
    involved in the listing of Mutiara Goodyear Development Berhad on the Main Board of Bursa
    Malaysia and the restructuring of Idaman Unggul Berhad (formerly known as Idris Hydraulic
    (M) Berhad). He was also directly involved in the establishment of Tahan Insurance Berhad
    via the merger of three insurance companies namely Talasco Insurance Berhad, Tenaga
    Insurance Berhad and People Insurance Berhad. </font><font size="3"></p>
    </font><font size="2"><p ALIGN="JUSTIFY"><font face="Arial">Prior to joining ECE
    Technologies in August 2008, he was a Chief Executive Officer/President of WWCable Berhad
    (company listed in Bursa Malaysia). He was involved in various industries such as
    manufacturing, property development, construction, financial and insurance and also an
    Executive Director and Director of several public listed companies listed in Bursa
    Malaysia namely Idaman Unggul Berhad, Idris Hydraulic Berhad, Mutiara Goodyear Development
    Berhad, Sern Kou Resources Berhad, Tap Resouces Berhad. He was also Director of Talasco
    Insurance Berhad, People Insurance Berhad and Tahan Insurance Berhad. Mr. Zainal is not an
    officer or director of any reporting company. </font></font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">32</font><font SIZE="1"></p>

<hr
style="page-break-after: always; border-top: #000000 solid 4px; color: #0000ff 1px; border-bottom: #000000 1px solid; height: 6px"
color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">NORLIZAH BINTI
    ZAINAL</b>. Ms. Zainal was appointed as Director and Chief Technology Officer of the
    Company on June 8, 2012. Ms. Zainal graduated with a Degree in Electrical Engineering
    (Hons) from Universiti Teknologi Malaysia in 1989 and obtained a Diploma in Translation
    (Science and Technical) from Dewan Bahasa dan Pustaka Malaysia in 1990. She was attached
    to Muhibbah Engineering CMS Berhad as a consultant engineer before joining Ericsson
    Telecommunications, Malaysia in 1990. During her eleven years at Ericsson, she was
    responsible for local and international tenders as well as conducting training for local
    and international staff and clients. In 2002, she joined Unique Network Sdn Bhd. She
    joined ECE Technologies, the now major shareholder of China Media Group Corporation, on
    August 1, 2008 as Chief Technical Officer. Ms. Zainal is not an officer nor a director of
    any reporting company.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    CON UNERKOV</b>. Mr. Con Unerkov has been our CFO and one of our directors since September
    14, 2005 and has resigned as CFO on June 8, 2012. Mr. Unerkov has held senior management
    and consulting roles in a wide range of industries from Telecommunications, Banking and
    Finance, Transport and Government, and most recently was the Chairman and CEO of various
    telecommunication companies in Asia. Mr. Unerkov is a graduate of the University of South
    Australia. Mr. Unerkov is also a Director of Oakridge International Corporation.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    LAM PUI KIT</b>. Mr. Lam was appointed as Treasurer, Secretary and one of our directors on
    April 8, 2011 and resigned as our treasurer and secretary on June 8, 2012. Mr. Lam is a
    seasoned businessman with over 40 years of experience in China. Mr. Lam is the Director of
    Beijing Ren Ren Health Culture Promotion Co., Ltd. and the consul general for China
    Medical Foundation. For the past 5 years, Mr. Lam has been doing trading business in
    China. Mr. Lam is not an officer or director of any reporting company.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    MOHD KHAIRUDIN BIN RAMLI</b>. Mr. Ramli was appointed to be our director on March 9, 2012.
    Mr. Ramli is a seasoned businessman with over 15 years of experience in Malaysia and South
    East Asia. Mr. Ramli has broad experience and proven ability to execute and deliver
    successful business operations and proven his entrepreneurship skills. For the past 5
    years, Mr. Ramli has been engaged in trading business in Malaysia. Mr. Ramli is not an
    officer or director of any reporting company.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    MOHD SUHAIMI BIN ROZALI. </b>Mr. Rozali was appointed Chief Financial Officer, Treasurer
    and Secretary of the Company on June 8, 2012. Mr Rozali graduated from Universiti
    Teknologi Mara and started his career with Bank Bumiputra Malaysia Berhad, serving at its
    branches and in the commercial banking division. He later joined the public listed
    company, Idris Hydraulic (Malaysia) Bhd (&quot;IHMB&quot;) in November 2000 and was part
    of the white knight's team that undertook the comprehensive corporate debt restructuring
    exercise of IHMB. Upon the completion of the restructuring exercise of IHMB, the white
    knight company, Idaman Unggul Berhad (&quot;IUB&quot;) assumed the listing status of IHMB
    and was listed on the Main Board of Bursa Malaysia on November 2003. Mr Rozali left IUB to
    join Transmission Resources Sdn. Bhd . in November 2005, before leaving Transmission
    Resources Sdn. Bhd. to set up his own company in February 2007. He joined ECE Technologies
    in December 2009. Mr. Rozali is not an officer or director of any reporting company.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    There are no orders, judgments, or decrees of any governmental agency or administrator, or
    of any court of competent jurisdiction, revoking or suspending for cause any license,
    permit or other authority to engage in the securities business or in the sale of a
    particular security or temporarily or permanently restraining any of our officers or
    directors from engaging in or continuing any conduct, practice or employment in connection
    with the purchase or sale of securities, or convicting such person of any felony or
    misdemeanor involving a security, or any aspect of the securities business or of theft or
    of any felony. Nor are any of the officers or directors of any corporation or entity
    affiliated with us so enjoined.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Mr. Mohd Mahyudin bin Zainal and Ms. Norlizah binti Zainal are siblings and there are no
    other family relationships among any of our officers and directors.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">33</font><font SIZE="1"></p>

<hr
style="page-break-after: always; border-top: #000000 solid 4px; color: #0000ff 1px; border-bottom: #000000 1px solid; height: 6px"
color="white" noshade="noshade" width="720">
<b>

<p ALIGN="CENTER"></font><font face="Arial" size="2">Executive Compensation</font><font
SIZE="1"></p>
</b><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP" HEIGHT="64"><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">The
    table below sets forth, for our last two fiscal years, the compensation earned by our
    directors and executive officers. The following table sets forth the annual and long-term
    compensation for services in all capacities to the Company for its fiscal year ended
    December 31, 2011 paid to our directors and executive officers who earned more than
    $100,000 per year at the end of the last completed fiscal year. We refer to all of these
    officers collectively as our &quot;named executive officers.&quot;<br>
    </font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="801" DIR="LTR" height="293">
  <tr>
    <td VALIGN="MIDDLE" COLSPAN="10" HEIGHT="18" width="707"><b><p ALIGN="CENTER"><font
    face="Arial" size="2"><br>
    SUMMARY COMPENSATION TABLE</font></b></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="bottom" HEIGHT="16"></td>
    <td WIDTH="38" VALIGN="bottom" HEIGHT="16"></td>
    <td WIDTH="66" VALIGN="bottom" HEIGHT="16"></td>
    <td WIDTH="50" VALIGN="bottom" HEIGHT="16"></td>
    <td WIDTH="50" VALIGN="bottom" HEIGHT="16"></td>
    <td WIDTH="58" VALIGN="bottom" HEIGHT="16"></td>
    <td WIDTH="92" VALIGN="bottom" HEIGHT="16"></td>
    <td WIDTH="88" VALIGN="bottom" HEIGHT="16"></td>
    <td WIDTH="85" VALIGN="bottom" HEIGHT="16"></td>
    <td WIDTH="64" VALIGN="bottom" HEIGHT="16"></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="bottom" HEIGHT="89" style="border-bottom: 1px solid rgb(0,0,0)"><font
    face="Arial" size="2">Name and principal position</font></td>
    <td WIDTH="38" VALIGN="bottom" HEIGHT="89" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font face="Arial" size="2">Year <sup>(1)</sup></font></td>
    <td WIDTH="66" VALIGN="bottom" HEIGHT="89" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font face="Arial" size="2">Salary ($)</font></td>
    <td WIDTH="50" VALIGN="bottom" HEIGHT="89" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font face="Arial" size="2">Bonus ($)</font></td>
    <td WIDTH="50" VALIGN="bottom" HEIGHT="89" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font face="Arial" size="2">Stock Awards<br>
    ($)</font></td>
    <td WIDTH="58" VALIGN="bottom" HEIGHT="89" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font face="Arial" size="2">Option Awards<br>
    ($)</font></td>
    <td WIDTH="92" VALIGN="bottom" HEIGHT="89" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font face="Arial" size="2">Non-Equity Incentive Plan Compensation<br>
    ($)</font></td>
    <td WIDTH="88" VALIGN="bottom" HEIGHT="89" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font face="Arial" size="2">Nonqualified Deferred Compensation Earnings<br>
    ($)</font></td>
    <td WIDTH="85" VALIGN="bottom" HEIGHT="89" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font face="Arial" size="2">All Other Compensation ($)</font></td>
    <td WIDTH="64" VALIGN="bottom" HEIGHT="89" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font face="Arial" size="2">Total ($)</font></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="38" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="66" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="58" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="92" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="88" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="85" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="64" VALIGN="middle" HEIGHT="20"></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2">Cheng Pheng Loi <sup>(7)</sup></font></td>
    <td WIDTH="38" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">2011</font></td>
    <td WIDTH="66" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="58" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="92" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="88" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="85" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="64" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="38" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">2010</font></td>
    <td WIDTH="66" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">9,000</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="58" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="92" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="88" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="85" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="64" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">9,000</font></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2">Con Unerkov <sup>(4)</sup></font></td>
    <td WIDTH="38" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">2011</font></td>
    <td WIDTH="66" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="58" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="92" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="88" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="85" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="64" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="38" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">2010</font></td>
    <td WIDTH="66" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="58" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="92" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="88" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="85" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="64" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2">Alex Ho <sup>(8)</sup></font></td>
    <td WIDTH="38" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">2011</font></td>
    <td WIDTH="66" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="58" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="92" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="88" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="85" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="64" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="middle" HEIGHT="20"></td>
    <td WIDTH="38" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">2010</font></td>
    <td WIDTH="66" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="58" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="92" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="88" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="85" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="64" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2">Pui Kit Lam <sup>(5)</sup></font></td>
    <td WIDTH="38" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">2011</font></td>
    <td WIDTH="66" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">3,943</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="58" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="92" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="88" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="85" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">-</font></td>
    <td WIDTH="64" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">3,943</font></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="middle" HEIGHT="20"><font face="Arial" size="2">Mohd Khairudin bin
    Ramli <sup>(6)</sup></font></td>
    <td WIDTH="38" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">2011</font></td>
    <td WIDTH="66" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="58" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="92" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="88" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="85" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="64" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><font face="Arial" size="2">Mohd
    Mahyudin bin Zainal <sup>(2)</sup></font></td>
    <td WIDTH="38" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">2011</font></td>
    <td WIDTH="66" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="58" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="92" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="88" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="85" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="64" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="middle" HEIGHT="20"><font face="Arial" size="2">Norlizah binti
    Zainal <sup>(3)</sup></font></td>
    <td WIDTH="38" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">2011</font></td>
    <td WIDTH="66" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="58" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="92" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="88" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="85" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
    <td WIDTH="64" VALIGN="middle" HEIGHT="20"><p ALIGN="CENTER"><font face="Arial" size="2">N/A</font></td>
  </tr>
  <tr>
    <td WIDTH="190" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><font face="Arial" size="2">Mohd
    Suhaimi bin Rozali<sup>(9)</sup></font></td>
    <td WIDTH="38" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">2011</font></td>
    <td WIDTH="66" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="50" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="58" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="92" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="88" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="85" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
    <td WIDTH="64" VALIGN="middle" HEIGHT="20" bgcolor="#DBE5F1"><p ALIGN="CENTER"><font
    face="Arial" size="2">N/A</font></td>
  </tr>
</table>
</center></div><font SIZE="1"><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="642" DIR="LTR" height="210">
  <tr>
    <td WIDTH="7%" VALIGN="TOP" height="18"></font><font face="Arial" size="2"><br>
    (1)</font></td>
    <td WIDTH="93%" VALIGN="TOP" height="18"><font face="Arial" size="2"><br>
    Figures represent the year ended December 31 for the indicative years.</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP" height="18"><font face="Arial" size="2">(2)</font></td>
    <td WIDTH="93%" VALIGN="TOP" height="18"><font face="Arial" size="2">Mr. Mohd Mahyudin bin
    ZAINAL was appointed as CEO, President and Director on June 8, 2012.</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP" height="18"><font face="Arial" size="2">(3)</font></td>
    <td WIDTH="93%" VALIGN="TOP" height="18"><font face="Arial" size="2">Ms. Norlizah binti
    ZAINAL was appointed as CTO and Director on June 8, 2012.</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP" height="18"><font face="Arial" size="2">(4)</font></td>
    <td WIDTH="93%" VALIGN="TOP" height="18"><font face="Arial" size="2">Mr. Con Unerkov was
    the CFO, and Director. Mr. Unerkov resigned as the CFO on June 8, 2012.</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP" height="34"><font face="Arial" size="2">(5)</font></td>
    <td WIDTH="93%" VALIGN="TOP" height="34"><font face="Arial" size="2">Mr. Pui Kit Lam was
    the Treasurer, Secretary, and Director since April 8, 2011. Mr. Lam resigned as Treasurer
    and Secretary on June 8, 2012.</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP" height="18"><font face="Arial" size="2">(6)</font></td>
    <td WIDTH="93%" VALIGN="TOP" height="18"><font face="Arial" size="2">Mr. Mohd Khairudin
    bin Ramli was appointed as Director on March 9, 2012.</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP" height="34"><font face="Arial" size="2">(7)</font></td>
    <td WIDTH="93%" VALIGN="TOP" height="34"><font face="Arial" size="2">Mr. Cheng Pheng Loi
    was the President, CEO, and Director of the Company with effect from May 2009 until June
    8, 2012 when he resigned from all position.</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP" height="34"><font face="Arial" size="2">(8)</font></td>
    <td WIDTH="93%" VALIGN="TOP" height="34"><font face="Arial" size="2">Mr. Alex Ho was the
    Treasurer, Secretary, and Director for 2010 and for the period until April 8, 2011 when he
    resigned.</font></td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP" height="18"><font face="Arial" size="2">(9)</font></td>
    <td WIDTH="93%" VALIGN="TOP" height="18"><font face="Arial" size="2">Mr. Mohd Suhaimi bin
    Rozali was appointed as CFO on June 8, 2012.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="638" DIR="LTR">
  <tr>
    <td VALIGN="TOP" HEIGHT="30"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    No options were issued nor exercised by our executive officers or directors during the
    year ended December 31, 2011 and 2010.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="640" DIR="LTR">
  <tr>
    <td VALIGN="TOP" HEIGHT="75"><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Employment Agreements</font><font SIZE="1"></p>
    </b><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">Mr. Pheng Cheng LOI is working
    on 3 months contracts at a monthly fee of US$3,000. Messrs. Unerkov, and Ho did not
    receive any salary for 2011 and 2010. Mr. Lam received a salary remuneration of $3,943 in
    2011.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">34</font><font SIZE="1"></p>

<hr
style="page-break-after: always; border-top: #000000 solid 4px; color: #0000ff 1px; border-bottom: #000000 1px solid; height: 6px"
color="white" noshade="noshade" width="720">
<b>

<p ALIGN="CENTER"></font><font face="Arial" size="2">Stock Option Plan</font><font
SIZE="1"></p>
</b><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP" HEIGHT="43"><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">We have
    two equity compensation plans: (1) the 2002 Stock Option Plan and (2) the 2007 Stock
    Incentive Plan. The following table presents information relating to these plans as of the
    date of this report. </font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="671" DIR="LTR" height="235">
  <tr>
    <td WIDTH="99%" VALIGN="bottom" HEIGHT="32" colspan="7"><font face="Arial" size="2"><p
    align="center"><b><br>
    EQUITY COMPENSATION PLAN INFORMATION.<br>
    </b></font></td>
  </tr>
  <tr>
    <font SIZE="1"><td WIDTH="26%" VALIGN="bottom" HEIGHT="114"></font><p ALIGN="CENTER"><font
    face="Arial" size="2">Plan Category</font></td>
    <td WIDTH="1%" VALIGN="TOP" HEIGHT="114"></td>
    <td WIDTH="23%" VALIGN="bottom" HEIGHT="114"><p ALIGN="CENTER"><font face="Arial" size="2">Number
    of Securities to be issued upon Exercise of outstanding options, warrants and rights</font></td>
    <td WIDTH="1%" VALIGN="BOTTOM" HEIGHT="114"></td>
    <td WIDTH="24%" VALIGN="bottom" HEIGHT="114"><p ALIGN="CENTER"><font face="Arial" size="2">Weighted
    average of exercise price of outstanding options, warrants and rights</font></td>
    <td WIDTH="1%" VALIGN="BOTTOM" HEIGHT="114"></td>
    <td WIDTH="23%" VALIGN="bottom" HEIGHT="114"><p ALIGN="CENTER"><font face="Arial" size="2">Number
    of securities remaining available for future issuance under equity compensation plans
    (Excluding securities reflected in column a)</font></td>
  </tr>
  <tr>
    <td WIDTH="26%" VALIGN="bottom" HEIGHT="18" style="border-bottom: 1px solid rgb(0,0,0)">&nbsp;&nbsp;&nbsp;
    </td>
    <td WIDTH="1%" VALIGN="bottom" HEIGHT="18"></td>
    <td WIDTH="23%" VALIGN="bottom" HEIGHT="18" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font face="Arial" size="2">(a)</font></td>
    <td WIDTH="1%" VALIGN="bottom" HEIGHT="18"></td>
    <td WIDTH="24%" VALIGN="bottom" HEIGHT="18" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font face="Arial" size="2">(b)</font></td>
    <td WIDTH="1%" VALIGN="bottom" HEIGHT="18"></td>
    <td WIDTH="23%" VALIGN="bottom" HEIGHT="18" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font face="Arial" size="2">(c)</font></td>
  </tr>
  <tr>
    <td WIDTH="26%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="1%" VALIGN="TOP" HEIGHT="18"></td>
    <td WIDTH="23%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="1%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="24%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="1%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="23%" VALIGN="MIDDLE" HEIGHT="18"></td>
  </tr>
  <tr>
    <td WIDTH="26%" VALIGN="middle" HEIGHT="34" bgcolor="#DBE5F1"
    style="border-bottom: 1px solid rgb(0,0,0)"><font face="Arial" size="2">Equity
    compensation plans approved by security holders</font></td>
    <td WIDTH="1%" VALIGN="top" HEIGHT="34" bgcolor="#DBE5F1"></td>
    <td WIDTH="23%" VALIGN="middle" HEIGHT="34" bgcolor="#DBE5F1"
    style="border-bottom: 1px solid rgb(0,0,0)"><p ALIGN="CENTER"><font face="Arial" size="2">19,000,000</font></td>
    <td WIDTH="1%" VALIGN="middle" HEIGHT="34" bgcolor="#DBE5F1"></td>
    <td WIDTH="24%" VALIGN="middle" HEIGHT="34" bgcolor="#DBE5F1"
    style="border-bottom: 1px solid rgb(0,0,0)"><p ALIGN="CENTER"><font face="Arial" size="2">$0.010</font></td>
    <td WIDTH="1%" VALIGN="middle" HEIGHT="34" bgcolor="#DBE5F1"></td>
    <td WIDTH="23%" VALIGN="MIDDLE" HEIGHT="34" bgcolor="#DBE5F1"
    style="border-bottom: 1px solid rgb(0,0,0)"><p ALIGN="CENTER"><font face="Arial" size="2">158,011,112</font></td>
  </tr>
  <tr>
    <td WIDTH="26%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="1%" VALIGN="TOP" HEIGHT="18"></td>
    <td WIDTH="23%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="1%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="24%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="1%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="23%" VALIGN="MIDDLE" HEIGHT="18"></td>
  </tr>
  <tr>
    <td WIDTH="26%" VALIGN="MIDDLE" HEIGHT="50" bgcolor="#DBE5F1"
    style="border-bottom: 1px solid rgb(0,0,0)"><font face="Arial" size="2">Equity
    compensation plans not approved by security holders</font></td>
    <td WIDTH="1%" VALIGN="top" HEIGHT="50" bgcolor="#DBE5F1"></td>
    <td WIDTH="23%" VALIGN="MIDDLE" HEIGHT="50" bgcolor="#DBE5F1"
    style="border-bottom: 1px solid rgb(0,0,0)"><p ALIGN="CENTER"><font face="Arial" size="2">5,811,300</font></td>
    <td WIDTH="1%" VALIGN="middle" HEIGHT="50" bgcolor="#DBE5F1"></td>
    <td WIDTH="24%" VALIGN="MIDDLE" HEIGHT="50" bgcolor="#DBE5F1"
    style="border-bottom: 1px solid rgb(0,0,0)"><p ALIGN="CENTER"><font face="Arial" size="2">-</font></td>
    <td WIDTH="1%" VALIGN="middle" HEIGHT="50" bgcolor="#DBE5F1"></td>
    <td WIDTH="23%" VALIGN="MIDDLE" HEIGHT="50" bgcolor="#DBE5F1"
    style="border-bottom: 1px solid rgb(0,0,0)" rgb(0,0,0)><p ALIGN="CENTER"><font
    face="Arial" size="2">32,588,700</font></td>
  </tr>
  <tr>
    <td WIDTH="26%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="1%" VALIGN="TOP" HEIGHT="18"></td>
    <td WIDTH="23%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="1%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="24%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="1%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="23%" VALIGN="MIDDLE" HEIGHT="18"></td>
  </tr>
  <tr>
    <td WIDTH="26%" VALIGN="MIDDLE" HEIGHT="11" bgcolor="#DBE5F1"
    style="border-bottom: 1px solid rgb(0,0,0)"><p ALIGN="JUSTIFY"><font face="Arial" size="2">Total</font></td>
    <td WIDTH="1%" VALIGN="top" HEIGHT="11" bgcolor="#DBE5F1"></td>
    <td WIDTH="23%" VALIGN="MIDDLE" HEIGHT="11" bgcolor="#DBE5F1"
    style="border-bottom: 1px solid rgb(0,0,0)"><p ALIGN="CENTER"><font face="Arial" size="2">24,811,300</font></td>
    <td WIDTH="1%" VALIGN="middle" HEIGHT="11" bgcolor="#DBE5F1"
    style="border-bottom: medium none"></td>
    <td WIDTH="24%" VALIGN="MIDDLE" HEIGHT="11" bgcolor="#DBE5F1"
    style="border-bottom: 1px solid rgb(0,0,0)"><p ALIGN="CENTER"><font face="Arial" size="2">$0.010</font></td>
    <td WIDTH="1%" VALIGN="middle" HEIGHT="11" bgcolor="#DBE5F1"></td>
    <td WIDTH="23%" VALIGN="MIDDLE" HEIGHT="11" bgcolor="#DBE5F1"
    style="border-bottom: 1px solid rgb(0,0,0)"><p ALIGN="CENTER"><font face="Arial" size="2">190,599,812</font></td>
  </tr>
  <tr>
    <td WIDTH="26%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="1%" VALIGN="TOP" HEIGHT="18"></td>
    <td WIDTH="23%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="1%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="24%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="1%" VALIGN="MIDDLE" HEIGHT="18"></td>
    <td WIDTH="23%" VALIGN="MIDDLE" HEIGHT="18"></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP" HEIGHT="424"><b><p ALIGN="JUSTIFY"><font face="Arial" size="2">2002 Stock
    Option Plan</font><font SIZE="1"></p>
    </b><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">In October 2002, our Board of
    Directors authorized and approved the adoption of the 2002 Stock Option Plan effective the
    same date (the &quot;2002 Stock Option Plan&quot;).</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">The purpose of the 2002 Stock Option
    Plan was to enhance our long-term stockholder value by offering opportunities to our
    directors, officers, employees and eligible consultants to acquire and maintain stock
    ownership in order to give these persons the opportunity to participate in our growth and
    success, and to encourage them to remain in our service.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">The 2002 Stock Option Plan is
    administered by our Board of Directors or a committee (&quot;Plan Administrator&quot;)
    appointed by and consisting of two or more members of our Board of Directors, which shall
    determine (i) the persons to be granted stock options under the 2002 Stock Option Plan;
    (ii) the number of shares subject to each option, the exercise price of each stock option;
    and (iii) whether the stock option shall be exercisable at any time during the option
    period of ten years or whether the stock option shall be exercisable in installments or by
    vesting only. The 2002 Stock Option Plan provides authorization to the Board of Directors
    to grant stock options to purchase a total number of shares not to exceed 211,111,112
    shares as at the date of adoption by the Board of Directors. At the time a stock option is
    granted under the 2002 Stock Option Plan, the Plan Administrator shall fix and determine
    the exercise price at which shares may be acquired.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">In the event an optionee ceases to
    be employed by or to provide services to us for reasons other than cause or voluntary
    resignation of position, any stock option that is vested and held by such optionee
    generally may be exercisable within up to one year after the effective date that his
    position ceases, and after such one year period any unexercised stock option shall expire.
    In the event an optionee ceases to be employed by or to provide services to us for reasons
    of cause or voluntary resignation from the position, any stock option that is vested and
    held by such optionee shall forthwith terminate.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">No stock options granted under the
    2002 Stock Option Plan will be transferable by the optionee other than by will or by the
    laws of descent and distribution following the optionee's death, and each stock option
    will be exercisable during the lifetime of the optionee subject to the option period of
    ten years or limitations described above.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">&nbsp;35</font><font SIZE="1"></p>

<hr
style="page-break-after: always; border-top: #000000 solid 4px; color: #0000ff 1px; border-bottom: #000000 1px solid; height: 6px"
color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP" HEIGHT="188"><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">The
    exercise price of a stock option granted pursuant to the 2002 Stock Option Plan shall be
    paid in full to us by delivery of consideration equal to the product of the number of
    shares covered multiplied by the exercise price.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">The 2002 Stock Option Plan further
    provides that the Plan Administrator may grant to any key individuals who are employees
    eligible to receive options one or more incentive stock options to purchase the number of
    shares allotted by the Board of Directors (the &quot;Incentive Stock Options&quot;). The
    option price per share of Common Stock deliverable upon the exercise of an Incentive Stock
    Option shall be at least 100% of the fair market value of the shares and in the case of an
    Incentive Stock Option granted to an optionee who owns more than 10% of the total combined
    voting power of all classes of our stock, shall not be less than 110% of the fair market
    value. The option term of each Incentive Stock Option shall be determined by the Plan
    Administrator, and shall not commence sooner than from the date of grant and shall
    terminate no later than ten years from the date of grant, except for an optionee who owns
    more than 10% of the total combined voting power of all classes of our stock and whose
    Incentive Stock Option shall terminate no later than five year from the date of grant.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP" HEIGHT="112"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    On December 23, 2006 and May 18, 2007, the Board of Directors authorized and approved the
    grant of stock options to acquire an aggregate of 21,800,000 shares and 12,300,000 shares
    respectively under the 2002 Stock Option Plan to key employees, directors and officers. In
    2007, 4,300,000 stock options were cancelled due to resignation of option holders. In May
    2010, 12,300,000 stock options expired.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">There were 19,000,000 stock options
    issued in 2010. As of&nbsp; the date of this report, there were a total of 19,000,000
    outstanding stock options to purchase shares of our Common Stock under the 2002 Stock
    Option Plan.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP" HEIGHT="497"><u><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    2007 Stock Incentive Plan</font><font SIZE="1"></p>
    </b></u><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">On February 19, 2007, our
    Board of Directors authorized and approved the adoption of the 2007 Stock Incentive Plan
    effective the same date (the &quot;2007 Stock Incentive Plan&quot;).</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">The purpose of the 2007 Stock
    Incentive Plan is to enhance our long-term stockholder value by offering opportunities to
    our directors, officers, employees and eligible consultants to acquire and maintain stock
    ownership in order to give these persons the opportunity to participate in our growth and
    success, and to encourage them to remain in our service.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">The 2007 Stock Incentive Plan is to
    be administered by our Board of Directors or a committee (&quot;Plan Administrator&quot;)
    appointed by and consisting of two or more members of our Board of Directors, which shall
    determine (i) the persons to be granted stock options under the 2007 Stock Incentive Plan;
    (ii) the number of shares subject to each option, the exercise price of each stock option;
    and (iii) whether the stock option shall be exercisable at any time during the option
    period of ten years or whether the stock option shall be exercisable in installments or by
    vesting only. The 2007 Stock Incentive Plan provides authorization to the Board of
    Directors to grant stock options to purchase a total number of shares, not exceed
    38,400,000 shares as at the date of adoption by the Board of Directors. At the time a
    stock option is granted under the 2007 Stock Incentive Plan, the Board of Directors shall
    fix and determine the exercise price at which shares of our Common Stock may be acquired.</font><font
    SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">In the event an optionee ceases to
    be employed by or to provide services to us for reasons other than cause, retirement,
    disability or death, any stock option that is vested and held by such optionee generally
    may be exercisable for such period of time thereafter as shall be determined by the Plan
    Administrator and set forth in the documents evidencing the option. The Plan Administrator
    shall have complete discretion either at the time an option is granted or at any time
    while the option remains outstanding, to i) extend the period of time which the option is
    to be exercisable following the optionees cessation of service, but not beyond the
    expiration of the option term and/or ii) permit the option to be exercised after the
    cessation of employment of both vested and unvested options at the time of cessation of
    employment.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">No stock options granted under the
    2007 Stock Incentive Plan will be transferable by the optionee other than by will or by
    the laws of descent and distribution following the optionee's death, and each stock option
    will be exercisable during the lifetime of the optionee subject to the option period of
    ten years or limitations described above. The options can be assigned in whole or in part
    during the Optionee's lifetime to one or more members of the optionee's immediate family,
    provided the assignment is connected to estate planning or pursuant to a domestic
    relations order.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">36</font><font SIZE="1"></p>

<hr
style="page-break-after: always; border-top: #000000 solid 4px; color: #0000ff 1px; border-bottom: #000000 1px solid; height: 6px"
color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR">
  <tr>
    <td VALIGN="TOP" HEIGHT="434"><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">The
    exercise price of a stock option granted pursuant to the 2007 Stock Incentive Plan shall
    be paid in full to us by delivery of consideration equal to the product of the number of
    shares multiplied by the exercise price. Any stock option settlement, including payment
    deferrals or payments deemed made by way of settlement of pre-existing indebtedness from
    the Company may be subject to such conditions, restrictions and contingencies as may be
    determined by the Plan Administrator.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">The 2007 Stock Incentive Plan
    further provides that, subject to the provisions of the 2007 Stock Incentive Plan and
    prior Stockholder approval, the Board of Directors may grant to any key individuals who
    are our employees eligible to receive options, one or more incentive stock options to
    purchase the number of shares of Common Stock allotted by the Board of Directors (the
    &quot;Incentive Stock Options&quot;). The option price per share of Common Stock
    deliverable upon the exercise of an Incentive Stock Option shall be at lease 100% of the
    fair market value of the Common Shares of the Company and in the case of an Incentive
    Stock Option granted to an optionee who owns more than 10% of the total combined voting
    power of all classes of our stock, shall not be less than 110% of the fair market value of
    our Common Stock. The option term of each Incentive Stock Option shall be determined by
    the Plan Administrator, which shall not commence sooner than from the date of grant and
    shall terminate no later than ten years from the date of grant of the Incentive Stock
    Option, except for optionee who owns more than 10% of the total combined voting power of
    all classes of our stock whom shall terminate no later than five year from the date of
    grant of the Incentive Stock Option.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">On March 8, 2007, we registered
    38,400,000 shares underlying stock options under the 2007 Stock Incentive Plan with the
    SEC pursuant to a registration statement on Form S-8.</font><font SIZE="1"></p>
    <p></font><font face="Arial" size="2">In 2007, the Company issued 5,811,300 shares under
    the 2007 Stock Incentive Plan.</font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">From 2008 to 2011, the Company did
    not issue any shares under the 2007 Stock Incentive Plan. In April 2012, the Company
    issued 711,009 shares under the 2007 Stock Incentive Plan. </font><font SIZE="1"></p>
    <p ALIGN="JUSTIFY"></font><font face="Arial" size="2">As at the date of this report, (i)
    the Company has issued 6,522,309 shares under the 2007 Stock Incentive Plan, (ii) there
    are no outstanding stock options to purchase shares of our Common Stock under the 2007
    Stock Incentive Plan and, (iii) there are still 31,877,691 shares issuable under the 2007
    Stock Incentive Plan.</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">37</font><font SIZE="1"></p>

<hr
style="page-break-after: always; border-top: #000000 solid 4px; color: #0000ff 1px; border-bottom: #000000 1px solid; height: 6px"
color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR" height="116">
  <tr>
    <td VALIGN="TOP" HEIGHT="61"><font face="Arial" size="2"><b>Issuer Purchases of Equity
    Securities</b></font><p ALIGN="JUSTIFY"></font><font face="Arial" size="2">No repurchases
    of our Common Stock were made during the fourth quarter and during our fiscal year ended
    December 31, 2011.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="35"><b><font face="Arial" size="2"><br>
    Director Compensation</font></b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="14"><font face="Arial" size="2"><p ALIGN="JUSTIFY"><br>
    During the fiscal years ended December 31, 2011 and 2010, our directors did not receive
    any compensation from us for their services in such capacity and we do not foresee paying
    our directors any compensation for their services in such capacity in the future.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="14"><font face="Arial" size="2"><b><br>
    Directors' and Officers'&nbsp; Liability Insurance</b></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="14"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    The Company does not have any directors' and officers' liability insurance insuring our
    directors and officers.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="14"><b><font face="Arial" size="2"><br>
    Code of Ethics</font></b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="14"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Our code of ethics that applies to our officers, directors and employees, including our
    principal executive officer and principal accounting officer are at our website at
    www.chinamediagroup.com.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="14"><b><font face="Arial" size="2"><br>
    Board Committees</font></b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="14"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    We expect our board of directors, in the future, to appoint an audit committee, nominating
    committee and compensation committee, and to adopt charters relative to each such
    committee. We intend to appoint such persons to committees of the board of directors as
    are expected to be required to meet the corporate governance requirements imposed by a
    national securities exchange, although we are not required to comply with such
    requirements until we elect to seek a listing on a national securities exchange.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="14"><b><p ALIGN="left"><font face="Arial" size="2"><br>
    Certain Relationships and Related Transactions</font></b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="14"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Mr. Mohd Mahyudin bin ZAINAL and Ms. Norlizah binti ZAINAL are siblings. </font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="14"><b><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Item 3.02&nbsp; &nbsp;&nbsp; Unregistered Sales of Equity Securities</font></b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="14"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    As of that Closing Date, the Board of Directors of the Company approved the issuance of
    558,779,837 restricted shares of the Company's Common Stock for the acquisition of ATeam. </font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="14"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    The Securities were issued under through its officers, directors, and employees without
    commission under an exemption from registration under Rule 506 of Regulation D and/or
    Section 4(2) to accredited investors and less than 35 non-accredited investors.</font></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="14" style="text-align: justify"><font face="Arial" size="2"><br>
    Information set forth in Item 2.01 of this Current Report on Form 8-K with respect to the
    issuance of unregistered equity securities in connection with the Acquisition is
    incorporated by reference into this Item 3.02.</font></td>
  </tr>
</table>
</center></div><font SIZE="1">

<p ALIGN="CENTER"></font><font face="Arial" size="2">38</font><font SIZE="1"></p>

<hr
style="page-break-after: always; border-top: #000000 solid 4px; color: #0000ff 1px; border-bottom: #000000 1px solid; height: 6px"
color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR" height="33" cellpadding="0">
  <tr>
    <td VALIGN="TOP" HEIGHT="1"><b><p ALIGN="CENTER"><font face="Arial" size="2">Description
    of Capital Stock</font></b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="1"><b><font face="Arial" size="2"><br>
    Authorized Capital Stock</font></b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="1"><br>
    <font face="Arial" size="2">We have authorized 85,000,000,000 shares of no par value
    shares of capital stock.&nbsp;</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="1"><b><font face="Arial" size="2"><br>
    Capital Stock Issued and Outstanding</font></b></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><p ALIGN="JUSTIFY"></font><font
    face="Arial" size="2"><br>
    After giving effect to the Acquisition and the Common Shares granted for services in May
    2012 ,&nbsp;we have issued and outstanding 1,113,623,296 share of Common Stock at June 8,
    2012 .</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="1"><b><font face="Arial" size="2"><br>
    Common Stock</font></b></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2"><br>
    The holders of our Common Stock are entitled to one vote per share. The holders of our
    Common Stock are entitled to receive such dividends, if any, as may be declared by our
    board of directors out of legally available funds; however, the current policy of our
    board of directors is to retain earnings, if any, for operations and growth. The holders
    of our Common Stock have no preemptive, subscription, redemption or conversion rights.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="1"><b><font face="Arial" size="2"><br>
    Dividend Policy</font></b></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><font face="Arial" size="2"><br>
    There have been no cash dividends declared on our Common Stock since inception. It is the
    present policy of the Company to retain earnings to finance the growth and development of
    the business and, therefore, the Company does not anticipate paying dividends on its
    Common Stock in the foreseeable future.</font></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><font face="Arial" size="2"><br>
    The holders of our Common Stock are entitled to one vote for each share of record on all
    matters to be voted on by shareholders. There is no cumulative voting with respect to the
    election of our directors or any other matter. Therefore, the holders of more than 50% of
    the shares voted for the election of those directors can elect all of the directors. The
    holders of our Common Stock are entitled to receive dividends when, as and if declared by
    our Board of Directors from funds legally available therefore. Cash dividends are at the
    sole discretion of our Board of Directors. In the event of our liquidation, dissolution or
    winding up, the holders of Common Stock are entitled to share ratably in all assets
    remaining available for distribution to them after payment of our liabilities and after
    provision has been made for each class of stock, if any, having any preference in relation
    to our Common Stock. Holders of shares of our Common Stock have no conversion, preemptive
    or other subscription rights, and there are no redemption provisions applicable to our
    Common Stock.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="1"><b><font face="Arial" size="2"><br>
    Trading Information</font></b></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2"><br>
    Our Common Stock is currently approved for quotation on the OTC Bulletin Board maintained
    by the Financial Industry Regulatory Authority, Inc. under the symbol CHMD.OB.</font></td>
  </tr>
</table>
</center></div><font SIZE="1">

<p ALIGN="CENTER"></font><font face="Arial" size="2">39</font><font SIZE="1"></p>

<hr
style="page-break-after: always; border-top: #000000 solid 4px; color: #0000ff 1px; border-bottom: #000000 1px solid; height: 6px"
color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR" height="33" cellpadding="0">
  <tr>
    <td VALIGN="TOP" HEIGHT="1"><b><font face="Arial" size="2">Item 5.01 Changes in Control of
    Registrant.</font></b></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2"><br>
    Reference is made to the disclosure set forth under Item 2.01 of this Current Report on
    Form 8-K, which disclosure is incorporated herein by reference.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR" height="33" cellpadding="0">
  <tr>
    <td VALIGN="TOP" HEIGHT="1"></font><b><font face="Arial" size="2"><br>
    Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
    of Certain Officers; Compensatory Arrangements of Certain Officers.</font></b></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2"><br>
    On June 8, 2012, the closing date of the Acquisition, the following changes were made to
    our board of directors and our officers of the Company:</font></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2"><br>
    Mr. Con Unerkov resigned as the Chief Financial Officer. There were no disagreements
    between Mr. Unerkov and the Company.</font></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><font face="Arial" size="2"><br>
    Mr. Cheng Pheng Loi resigned from the board of directors and as Chief Executive Officer.
    There were no disagreements between Mr. Loi and the Company.</font></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2"><br>
    Mr. Lam Pui Kit resigned as Treasurer and Secretary. There were no disagreements between
    Mr. Lam and the Company.</font></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><font face="Arial" size="2"><br>
    Mr, Mohd Mahyudin bin Zainal was appointed as Director and Chief Executive Officer of the
    Company. Mr. Zainal is the current Chief Executive Officer of ECE Technologies Sdn. Bhd,
    the now major shareholder of China Media Group Corporation. Prior to his appointment, Mr.
    Zainal obtained a Bachelor of Law Degree LLB (Hons) from Universiti Kebangsaan Malaysia
    and has been admitted as Advocate &amp; Solicitor of High Court of Malaya in 1994. He has
    extensive experience in many spheres of law including commercial litigation, conveyancing
    and corporate legal practice. He has been involved in large scale corporate restructuring
    exercises involving corporate restructuring, mergers and acquisitions of public listed
    companies locally in Malaysia and also acquisitions of foreign countries in South East
    Asia. He was directly involved in the listing of Mutiara Goodyear Development Berhad on
    the Main Board of Bursa Malaysia and the restructuring of Idaman Unggul Berhad (formerly
    known as Idris Hydraulic (M) Berhad. He was also directly involved in the establishment of
    Tahan Insurance Berhad via the merger of three insurance companies namely Talasco
    Insurance Berhad, Tenaga Insurance Berhad and People Insurance Berhad. Prior to joining
    ECE Technologies, he was a Chief Executive Officer/President of WWCable Berhad (company
    listed in Bursa Malaysia). He was involved in various industries such as manufacturing,
    property development, construction, financial and insurance and also an Executive Director
    and Director of several public listed companies listed in Bursa Malaysia namely Idaman
    Unggul Berhad, Idris Hydraulic Berhad, Mutiara Goodyear Development Berhad, Sern Kou
    Resources Berhad, Tap Resouces Berhad. He was also Director of Talasco Insurance Berhad,
    People Insurance Berhad and Tahan Insurance Berhad. Mr. Zainal is not an officer or
    director of any other reporting company.</font></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2"><br>
    Ms. Norlizah binti Zainal was appointed as Director and Chief Technology Officer of the
    Company. Ms. Zainal graduated with a Degree in Electrical Engineering (Hons) from
    Universiti Teknologi Malaysia in 1989 and obtained a Diploma in Translation (Science and
    Technical) from Dewan Bahasa dan Pustaka Malaysia in 1990. She was attached to Muhibbah
    Engineering CMS Berhad as a consultant engineer before joining Ericsson
    Telecommunications, Malaysia in 1990. During her eleven years at Ericsson, she was
    responsible for local and international tenders as well as conducting training for local
    and international staff and clients. I n 2002, she resigned from Ericsson to join Unique
    Network Sdn Bhd. She joined ECE Technologies, the now major shareholder of China Media
    Group Corporation, on August 1, 2008 as Chief Technical Officer. Ms. Zainal is not an
    officer or director of any other reporting company.</font></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2"><br>
    Mr. Mohd Suhaimi bin Rozali was appointed Chief Financial Officer, Treasurer and Secretary
    of the Company. Mr Rozali graduated from Universiti Teknologi Mara and started his career
    with Bank Bumiputra Malaysia Berhad, serving at its branches and in the commercial banking
    division. He later joined the publicly listed company, Idris Hydraulic (Malaysia) Bhd
    (&quot;IHMB&quot;) in November 2000 and was part of the white knight's team that undertook
    the comprehensive corporate debt restructuring exercise of IHMB. Upon the completion of
    the restructuring exercise of IHMB, the white knight company, Idaman Unggul Berhad
    (&quot;IUB&quot;) assumed the listing status of IHMB and was listed on the Main Board of
    Bursa Malaysia on November 2003. Mr Rozali left IUB to join Transmission Resources Sdn Bhd
    in November 2005, before leaving Transmission Resources Sdn Bhd to set up his own company
    in February 2007. He joined ECE Technologies in December 2009.</font></td>
  </tr>
  <tr>
    <td VALIGN="top" HEIGHT="1" style="text-align: justify"><p ALIGN="JUSTIFY"><font
    face="Arial" size="2"><br>
    Mr. Mohd Mahyudin bin Zainal and Ms. Norlizah binti Zainal are siblings and there are no
    other family relationships among any of our officers and directors.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR" height="33" cellpadding="0">
  <tr>
    <font SIZE="1"><td VALIGN="TOP" HEIGHT="1"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    Reference is made to the disclosure set forth under Item 2.01 of this Current Report on
    Form 8-K, which disclosure is incorporated herein by reference.</font></font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">40</font><font SIZE="1"></p>

<hr
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color="white" noshade="noshade" width="720">
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR" height="33" cellpadding="0">
  <tr>
    <td VALIGN="TOP" HEIGHT="1" colspan="2" width="716"><b><font face="Arial" size="2">Item
    9.01 Financial Statements and Exhibits.</font></b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="1" width="93"><p ALIGN="JUSTIFY"><font face="Arial" size="2"><br>
    (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></td>
    <td VALIGN="TOP" HEIGHT="1" width="623"></font><font face="Arial" size="2"><br>
    Financial Statements of Businesses Acquired. In accordance with Item 9.01(a), ATeam's
    audited financial statements for the fiscal years ended December 31, 2011 and 2010 are
    filed in this Current Report on Form 8-K as Exhibit 99.1.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="1" width="93"><font face="Arial" size="2"><br>
    (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;</font></td>
    <td VALIGN="TOP" HEIGHT="1" width="623"><font face="Arial" size="2"><br>
    Exhibits.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="1" colspan="2" width="716"><font face="Arial" size="2"><br>
    The exhibits listed in the following Exhibit Index are filed as part of this Current
    Report on Form 8-K.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="1" colspan="2" width="716"><br>
    </td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR" cellpadding="0">
  <tr>
    <td WIDTH="67" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">Exhibit No.</font></td>
    <td WIDTH="10" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="639" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">Description</font></td>
  </tr>
  <tr>
    <td WIDTH="67" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2"><br>
    2.2</font></td>
    <td WIDTH="10" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="639" VALIGN="top" HEIGHT="16" style="text-align: justify"><font face="Arial"
    size="2"><br>
    Sale Purchase Agreement between Good World Investments Limited, China Media Group
    Corporation and ECE Technologies Sdn. Bhd. dated March 15, 2012. (4)</font></td>
  </tr>
  <tr>
    <td WIDTH="67" VALIGN="TOP"><font face="Arial" size="2">2.3</font></td>
    <td WIDTH="10" VALIGN="TOP"></td>
    <td WIDTH="639" VALIGN="top" style="text-align: justify"><font face="Arial" size="2">Amendments
    to the Sale Purchase Agreement dated April 17, 2012, by and among Good World Investments
    Limited, China Media Group Corporation and ECE Technologies Sdn. Bhd. (5)</font></td>
  </tr>
  <tr>
    <td WIDTH="67" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">3.1</font></td>
    <td WIDTH="10" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="639" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">Articles of
    Incorporation. (1)</font></td>
  </tr>
  <tr>
    <td WIDTH="67" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">3.1.1</font></td>
    <td WIDTH="10" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="639" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">Certificate of
    Amendment to Article of Incorporation (2)</font></td>
  </tr>
  <tr>
    <td WIDTH="67" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">3.1.2</font></td>
    <td WIDTH="10" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="639" VALIGN="top" HEIGHT="16" style="text-align: justify"><font face="Arial"
    size="2">Certificate of Amendment to Articles of Incorporation, as amended (3)</font></td>
  </tr>
  <tr>
    <td WIDTH="67" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">3.2</font></td>
    <td WIDTH="10" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="639" VALIGN="top" HEIGHT="16" style="text-align: justify"><font face="Arial"
    size="2">Bylaws. (1)</font></td>
  </tr>
  <tr>
    <td WIDTH="67" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">99.1</font></td>
    <td WIDTH="10" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="639" VALIGN="top" HEIGHT="16" style="text-align: justify"><font face="Arial"
    size="2">A-Team Resources Sdn. Bhd. financial statements for the fiscal years ended
    December 31, 2011 and 2010. (6)</font></td>
  </tr>
  <tr>
    <td WIDTH="67" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">99.2</font></td>
    <td WIDTH="10" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="639" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">China Media Group
    Corporation and A-Team Resources Sdn. Bhd. proforma financial statements for the year
    ended December 31, 2011. (6)</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR">
  <tr>
    <td WIDTH="4%" VALIGN="TOP" HEIGHT="33"><p align="center"><font face="Arial" size="2"><br>
    (1)</font></td>
    <td WIDTH="96%" VALIGN="top" HEIGHT="33" style="text-align: justify"><font face="Arial"
    size="2"><br>
    Incorporated by reference to our Registration Statement on Form SB-2 filed with the
    Securities and Exchange Commission on April 15, 2003.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR" cellpadding="0">
  <tr>
    <td WIDTH="4%" VALIGN="TOP" HEIGHT="16"><p align="center"><font face="Arial" size="2"><br>
    (2)</font></td>
    <td WIDTH="96%" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2"><br>
    Incorporated by reference to our Current Report on Form 8-K as filed with the SEC on
    February 3, 2005.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR" cellpadding="0">
  <tr>
    <td WIDTH="4%" VALIGN="TOP" HEIGHT="16"><p align="center"><font face="Arial" size="2"><br>
    (3)</font></td>
    <td WIDTH="96%" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2"><br>
    Incorporated by reference to our Registration Statement on Form SB-2 filed with the
    Securities and Exchange Commission on March 16, 2007.</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR">
  <tr>
    <td WIDTH="4%" VALIGN="TOP" HEIGHT="16" align="center"><font face="Arial" size="2"><br>
    (4)</font></td>
    <td WIDTH="96%" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2"><br>
    Incorporated by reference from the Company's Form 8-K filed on March 16, 2012.</font></td>
  </tr>
  <tr>
    <td WIDTH="4%" VALIGN="TOP" HEIGHT="16" align="center"><font face="Arial" size="2"><br>
    (5</font></td>
    <td WIDTH="96%" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2"><br>
    Incorporated by reference from Company's Form 8-K filed on April 20, 2012.</font></td>
  </tr>
  <tr>
    <td WIDTH="4%" VALIGN="TOP" HEIGHT="16" align="center"><p align="center"><font
    face="Arial" size="2"><br>
    (6)</font></td>
    <td WIDTH="96%" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2"><br>
    Filed herewith.</font></td>
  </tr>
  <tr>
    <td WIDTH="4%" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="96%" VALIGN="TOP" HEIGHT="16"></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">41</font><font SIZE="1"></p>

<hr
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color="white" noshade="noshade" width="720">
<b>

<p ALIGN="CENTER"></font><font face="Arial" size="2">SIGNATURES</font><font SIZE="1"></p>
</b><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR">
  <tr>
    <td WIDTH="100%" VALIGN="top" HEIGHT="16" style="text-align: justify"><font face="Arial"
    size="2">Pursuant to the requirements of the Securities Exchange Act of 1934, the
    Registrant has duly caused this report to be signed on its behalf by the undersigned
    thereunto duly authorized.</font></td>
  </tr>
  <tr>
    <td WIDTH="100%" VALIGN="TOP" HEIGHT="16"></font><br>
    <br>
    <br>
    <font face="Arial" size="2"><br>
    Date: June 11, 2012</font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table BORDER="0" CELLSPACING="0" BORDERCOLOR="#000000" WIDTH="716" DIR="LTR"
cellpadding="0">
  <tr>
    <td WIDTH="47%" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="53%" VALIGN="TOP" COLSPAN="2" HEIGHT="16"><font face="Arial" size="2"><b><br>
    <br>
    CHINA MEDIA GROUP CORPORATION</b></font></td>
  </tr>
  <tr>
    <td WIDTH="47%" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="53%" VALIGN="TOP" COLSPAN="2" HEIGHT="16"><br>
    </td>
  </tr>
  <tr>
    <td WIDTH="47%" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="4%" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">By:</font></td>
    <td WIDTH="50%" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">/s/ Mohd Mahyudin bin
    Zainal </font></td>
  </tr>
  <tr>
    <td WIDTH="47%" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="53%" VALIGN="TOP" COLSPAN="2" HEIGHT="16"><font face="Arial" size="2">Mohd
    Mahyudin bin Zainal</font></td>
  </tr>
  <tr>
    <td WIDTH="47%" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="53%" VALIGN="TOP" COLSPAN="2" HEIGHT="16"><font face="Arial" size="2">Chief
    Executive Officer</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">42</font><font SIZE="1"></p>

<hr
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<b>

<p ALIGN="CENTER"></font><font face="Arial" size="2">INDEX TO EXHIBITS</font><font
SIZE="1"></p>
</b><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="716" DIR="LTR" cellpadding="0">
  <tr>
    <td WIDTH="88" VALIGN="TOP" HEIGHT="16"></font><font face="Arial" size="2">Exhibit No.</font></td>
    <td WIDTH="10" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="618" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">Description</font></td>
  </tr>
  <tr>
    <td WIDTH="88" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="10" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="618" VALIGN="TOP" HEIGHT="16"></td>
  </tr>
  <tr>
    <td WIDTH="88" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">99.1</font></td>
    <td WIDTH="10" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="618" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2">A-Team Resources Sdn.
    Bhd. financial statements for the fiscal years ended December 31, 2011 and 2010. </font></td>
  </tr>
  <tr>
    <td WIDTH="88" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2"><br>
    99.2</font></td>
    <td WIDTH="10" VALIGN="TOP" HEIGHT="16"></td>
    <td WIDTH="618" VALIGN="TOP" HEIGHT="16"><font face="Arial" size="2"><br>
    China Media Group Corporation and A-Team Resources Sdn. Bhd. proforma financial statements
    for the year ended December 31, 2011. </font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font face="Arial" size="2">43</font><font SIZE="1"></p>

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</font>
</body>
</html>
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{"company-data": {"conformed-name": "China Media Group CORP", "cik": "0001211211", "assigned-sic": "7310", "irs-number": "320034926", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50431", "film-number": "12900146"}, "business-address": {"street1": "9901 I.H. 10 WEST", "street2": "SUITE 800", "city": "SAN ANTONIO", "state": "TX", "zip": "78230", "phone": "01186755 61657704"}, "mail-address": {"street1": "9901 I.H. 10 WEST", "street2": "SUITE 800", "city": "SAN ANTONIO", "state": "TX", "zip": "78230"}, "former-company": {"former-conformed-name": "DELIGHTFULLY FROZEN CORP", "date-changed": "20021219"}}
China Media Group Corporation 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June
8, 2012
China Media Group Corporation
(Exact name of registrant as specified in its charter)
Texas
(State or Other Jurisdiction of Incorporation)
000-50431
32-0034926
(Commission File Number)
(IRS Employer Identification No.)
1402 Wan Chai Commercial Center 204 Johnston Road, Wanchai, Hong Kong
(Address of Principal Executive Offices)
(Zip Code)
+011 852 3171 1208
Registrant's telephone number, including area code
(Former name or Former Address, If Changed Since Last
Report)
Check the appropriate box below if the Form
    8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
    under any of the following provisions (see General Instruction A.2. below):
[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
    240.14d-2(b))
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
    240.13e-4(c))
CURRENT REPORT ON FORM 8-K
CHINA MEDIA GROUP CORPORATION
TABLE OF CONTENTS
Item
Description
2.01
Completion of Acquisition or Disposition of Assets
1
Acquisition
1
Description of Business
2
Legal Proceedings
10
Management's Discussion and Analysis of Financial Condition and Results of
    Operations
11
Risk Factors
15
Security Ownership of Certain Beneficial Owners and Management
30
Executive Officers and Directors
32
Executive Compensation
34
Certain Relationships and Related Transactions
38
3.02
Unregistered Sales of Equity Securities
Description of Capital Stock
39
5.01
Changes in Control of Registrant.
40
5.02
Departure of Directors or Certain Officers; Election of
    Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
40
9.01
Financial Statements and Exhibits.
41
Definitions and Conventions
References to "China" or "PRC" refer to the People's Republic of
    China.
References to "
Common Stock" means the Common
    Stock, no par value, of China Media Group Corporation.
References to the "Commission" or "SEC" means the U.S. Securities and
    Exchange Commission.
References to "ECE" means ECE Technologies Sdn. Bhd., a company incorporated in
    Malaysia.
References to the "ATeam" means A-Team Resources Sdn. Bhd., a company
    incorporated in Malaysia that is engaged in the business of consumer electronics and light
    appliances.
References to the "BRR" means Beijing Ren Ren Health Culture Promotion Co.,
    Limited, a company incorporated in China that is a 50% subsidiary of Good World. BRR is
    engaged in advertising sales in China.
References to the "ATC Marketing" means ATC Marketing Limited, a company
    incorporated in Hong Kong that is a 50% subsidiary of Good World. ATC Marketing is a joint
    venture company with AdvanceTech Communications Sdn. Bhd. holding the worldwide marketing
    rights, other than certain rights belonging to the Company, of a convergent communication
    device named M.A.G.I.C.
References to the "Good World" means Good World Investments Limited, an
    investment holding company incorporated in the British Virgin Islands that is a wholly
    owned subsidiary of CMG
.
References to the "ATC" means AdvanceTech Communications Sdn. Bhd., a Malaysia
    incorporated company that is developing a convergent communication device named M.A.G.I.C.
References to the "RRMG" means Ren Ren Media Group Limited, a company
    incorporated in Hong Kong that is a wholly owned subsidiary of CMG. RRMG is an
    administrative and advertising sales company in Hong Kong and China.
Reference to "SEC" means the Securities Exchange
    Commission;
Reference to "Closing Date" means June 8, 2012 the closing date of the Sale and
    Purchase Agreement dated March 15, 2012;
References to "Company", "CMG", "we", "our",
    "Group" means China Media Group Corporation and includes, unless the context
    requires or indicate otherwise, the operation of its subsidiaries (all herein defined).
References to "33 Act" or "Securities Act" means the Securities Act of
    1933, as amended.
References to "34 Act" or "Exchange Act" means the Securities Act of
    1934, as amended.
Item 2.01
Completion of Acquisition or
    Disposition of Assets
Acquisition
The Acquisition.
On March 15, 2012, Good World Investments Limited, China Media Group
    Corporation, a Texas corporation ("CMG") and ECE Technologies Sdn. Bhd. entered
    into a sales and purchase agreement for Good World to acquire 100% equity interests in
    A-Team Resources Sdn. Bhd., a privately held Malaysian corporation ("ATeam")
    that is in the consumer electronics and light appliances businesses. On June 8, 2012, the
    Acquisition Agreement (the "Acquisition") closed; and ATeam became a
    wholly-owned subsidiary of CMG. Immediately after the transaction closed, ECE transferred
    200,000,000 shares in the Company to independent third parties, and ECE then held
    358,779,837 shares representing about 31.62% equity interests in the Company.
The foregoing description of the Acquisition does not purport to be complete and is
    qualified in its entirety by reference to the complete text of the Acquisition Agreement,
    which was filed in Form 8K on March 16, 2012.
The shares of CMG's Common Stock issued to ECE Technologies Sdn. Bhd. in connection with
    the Acquisition were not registered under the Securities Act, in reliance upon the
    exemption from registration provided by Section 4(2) of the Securities Act and Regulation
    D promulgated under that section, which exempts transactions by an issuer not involving
    any public offering. These securities may not be offered or sold in the U.S. absent
    registration or an applicable exemption from the registration requirements. Certificates
    representing these shares contain a legend stating the restrictions applicable to such
    shares.
Changes to the Business.
CMG business will change substantially after the acquisition
    of the ATeam business. The CMG Group intends to carry on the existing business of
    advertising, convergent devices and product and services. The acquisition of the ATeam
    operation will be included in our Product and Services business unit which will become the
    major revenue generation business unit immediately after the Acquisition.
Changes to the Board of Directors and Executive Officers
Upon the closing of the Acquisition, the following changes were made to the directors and
    officers of the Company: (i) Mr Cheng Pheng Loi resigned from the board of directors and
    as the President and Chief Executive Officer, (ii) Mr. Mohd Mahyudin bin Zainal was
    appointed as a new board of director and the President and Chief Executive Officer, (iii)
    Ms. Norlizah binti Zainal was appointed as a new board of director and the Chief
    Technology Officer, (iv) Mr. Con Unerkov resigned as the Chief Financial Officer, (v) Mr.
    Pui Kit Lam resigned as the Treasurer and Company Secretary and (vi) Mr. Mohd Suhaimi bin
    Rozali was appointed as the Chief Financial Officer, Treasurer and Company Secretary.
After the above changes, the board
    of directors consists of Mr. Mohd Mahyudin bin Zainal, Mr. Con Unerkov, Ms. Norlizah binti
    Zainal, Mr. Pui Kit Lam and Mr. Mohd Khairudin bin Ramli. In addition, CMG's board of
    directors appointed Mr. Mohd Mahyudin bin Zainal as the Chief Executive Officer, Mr. Mohd
    Suhaimi bin Rozali as Chief Financial Officer, Treasurer and Company Secretary, and Ms.
    Norlizah binti Zainal as Chief Technology Officer of CMG.
Mr. Mohd Mahyudin bin Zainal and Ms.
    Norlizah binti Zainal are siblings.
All directors hold office for
    one-year terms until the election and qualification of their successors. Officers are
    elected by the board of directors and serve at the discretion of the board.
Accounting Treatment.
The Acquisition is being accounted for as a reverse merger.
    ATeam is treated as the acquirer for accounting purposes and, consequently, the share
    equities that are reflected in the consolidated financial statements herein are those of
    ATeam.
1
Description of Our Company
OUR BACKGROUND. The Company was incorporated in Texas on October 1, 2002 and in 2005
    changed its business focus to advertising and media in the emerging China market. Under
    new management, the Company commenced to position the Company to capitalize on the growth
    of the Chinese advertising market where global companies are rushing into China to try to
    grab and hold the attention of its 1.3 billion citizens.
The Company conducts its advertising
    business through Ren Ren Media Group Limited, its wholly owned subsidiary company in Hong
    Kong. For its trading in mobile convergent devices, it will trade through a 50/50 joint
    venture subsidiary company ATC Marketing Limited. For the Millennium Development Goals
    Program, we conduct this business through our 50% owned subsidiary company Beijing Ren Ren
    Health Culture Promotion Co., Limited.
In June 2012, we completed the
    acquisition for 100% equity interests in A-Team Resources Sdn. Bhd. which is in the
    consumer electronic and light appliances businesses.
Description of Business
OUR BUSINESS. Prior to the acquisition of the consumer electronics and light appliances
    business, our mission was to become one of China's new age media companies through the use
    of new technologies and devices combined with traditional media of TV, Newspapers,
    Magazines, Billboards and Internet to reach today's mobile society. Today, with the
    acquisition of the consumer electronics and light appliances businesses which will bring
    us the major revenue source to the Company now, our business focus will be on the
    development of this business segment to further strengthen our Products and Services
    business unit.
We have now reorganized our business
    units to two business units mainly "Products and Services" and
    "Telecommunications and Mobile Computing" business units and with less focus on
    the "Advertising" business unit unless we have the necessary resources to pursue
    opportunities in this business segment.
Products Services Unit
Our goal is to build brand recognition on our product range and to take advantage of our
    contacts networks, distribution channel and trading partners. We will leverage on our
    advertising platform, if and when available, to develop our own brand names for select
    products. This will uniquely position our product and services for brand awareness as well
    as develop a long term business unit that will serve both consumers and industries
    markets.
In June 2012, we completed the
    acquisition of ATeam, a company that manufactures and distributes consumer electronics and
    light appliances. ATeam has a range of products and some under its own brand name of ECE,
    Maco and ATech. ATeam's products are currently being sold and distributed in Malaysia,
    Indonesia, Thailand, Vietnam, Singapore, Sri Lanka, South Africa, Middle East countries,
    and in India Sub-Continent. The growth of ATeam will be in the developing countries and
    CMG will look for opportunities to sell ATeam's range of products to China.
2
ATeam
    produces washing machines, chest freezers, wine and display chillers, and
    refrigeration-based products. It has a manufacturing plant located at Port Klang,
    Selangor, Malaysia on a piece of land with an area of 110,000 square feet which houses a
    factory with a built-up of 60,000 square feet. It has a work force of 30 workers.
ATeam was established in 2001
    specialised in the manufacture, assembling and distribution/trading of home appliances
    products (white goods). Currently, the Group is operating from Selangor, which is located
    in the central part of Malaysia.
Our future Products and Services
Products Under Development
We have several product/service initiatives under development:
*
Upright Freezer - this type of freezer would suitably be useful for the modern living in
    condominiums, apartments and high rise buildings where space is a constraint;
*
Large capacity refrigerators - this is basically a two-door refrigerator to cater to the
    demands from the Middle-Eastern countries; and
*
Low voltage air-conditioners for the supply to the developing countries such as India and
    Indonesia due to the low supply of electricity.
3
Telecommunications Unit
On or about January 23, 2006, the Company announced the establishment of the
    Telecommunications and Mobile Computing Division to focus on the new media advertising
    where we would take advantage of new convergent devices for telecommunications
    advertising. The business of selling advertising through telecommunications media and
    devices is becoming more accepted form of advertising strat egies, which the Group hopes
    to capture through convergent devices as a strategy to effectively enter the market. No
    revenue has been generated from advertising through telecommunications media and devices
    at the date of this report .
Advertising through mobile devices is becoming more prominent to reach the mobile society
    of today. The goal of the Telecommunications and Mobile Computing Unit is to provide the
    Company with entry into the new sector of advertising through telecommunication media and
    devices. Our strategy on gaining access in telecommunication media is through cooperation
    with existing networks or establishes select networks. However our longer term strategy is
    to partner with network operators to provide extensive network access for our advertising
    media.
We have secured the distribution
    rights for M.A.G.I.C. Convergent Device for the territory of China and Hong Kong.
    M.A.G.I.C. is a next generation convergent device that has the full capabilities of a
    notebook computer shrink to a size of a PDA phone. In 2009, we have also entered into a
    joint venture agreement with AdvanceTech Communications Sdn. Bhd. ("ATC") to
    market and distribute the devices developed by ATC worldwide other than the countries
    already under distribution rights of the Group. The current device under development,
    M.A.G.I.C. W3 is being positioned as the high end convergent device for professionals
    running special applications. We expect the M.A.G.I.C. W3 to enter the information and
    advertising sectors of the mobile phone market. We expect to receive the final prototype
    for M.A.G.I.C. W3 by Q3 2012. Subject to satisfactory technical review, we expect to
    launch the commercial product in second half of 2012. There has been no other significant
    update for the M.A.G.I.C. W3.
Our Products - M.A.G.I.C. W3
The MAGIC W3 is a new innovative mobile computer with the Windows®
7 laptop operating system,
    integrated with 3G connectivity and cellular voice telephony through a fully customised
    hardware platform and integrated telephony application.
The innovation is extremely handy and pocketable and is one one of the world's smallest
    microcomputer with a 4.8" screen at 140 x 80 x 23mm dimensions, and with a weight of
    just 270 grams.
The MAGIC W3 is uniquely engineered to take advantage of
    Windows
®
7
    OS standby power saving sleep mode, and in the event of an incoming call or SMS
    instantaneously wakes up to retrieve the call or notification; features which are
    unavailable to today's laptop or tablet computers running a full Windows
®
operating system.
The MAGIC W3 allows you to use the mobile phone as your
    laptop in your workplace, you can comfortably do your work, emails and surf the internet
    by connecting to a larger display via the HDMI port and high speed Wi-Fi or 3.5G HSDPA
    connectivity.
Leave your workplace and take your W3 device with you, it automatically serves as
    your mobile Smartphone with all your data and information intact, no synchronization
    necessary.
The MAGIC W3 is capable of running any software or application that runs on a
    Windows
®
laptop computer, making able to edit photos or movies with for example Adobe
®
software, run fully
    fledged email client software like Microsoft Outlook, run high level software like stock
    trading analysis software, and have a full uncompromised internet experience with computer
    internet browsers which support Flash, Java, and other plug-ins. These features are
    unavailable or unsupported by mobile form factor devices which are using mobile operating
    systems such as Android or iOS.
Combined with its handy pocketable form factor, this is extremely suitable for
    mobile professionals on the go involved in various businesses and disciplines like stock
    trading, logistics and procurement, medical, insurance and online sales which require
    higher processing power and high level PC software
.
Our future Products - ATC's Product Road Map
ATC is currently designing the next generation of
    convergent devices with the added features as set out below.
The MAGIC W4 is the 2nd generation upgrade to the MAGIC W3,
    utilizing ATC's patent pending technology.
The W4 will be designed with a new magnesium hexa-shell casing that
    will make the device truly slim and lightweight compared to its predecessor.
The W4 will support Windows
®
    8, Microsoft's next generation operating system that will work universally on desktop,
    laptop and tablet devices; and will work equally well on small form factor devices and
    with touch or mouse operation.
Advertising Unit
We plan to offer advertising services in China. These advertising services would be
    targeted across all media thus we will offer our customers selective advertising on
    specific media for nationwide campaign. China's advertising industry is still young and
    fragmented. We aim to differ from other advertisers so that we can provide nationwide
    campaigns across all media spectrum. To this end, we will work to secure strategic ad
    placements in key cities in China so that our customers will have the ability to launch
    nationwide campaign .
The Group will continue to seek opportunities in media and advertising since it would
    complement our Products Services business unit. However, we will only undertake
    advertising projects subject to the availability of financial resources to the Group at
    the time.
5
Marketing & Sales Overview
    & Customers
For our Products Services unit, we will focus on expanding the sales of the current
    product lines to other markets including China, Europe, and United States. We will also
    utilize our brand name and the quality of our products to differentiate our products from
    others in the market. The sales potential for the ATeam products today in the current
    markets are set out below:
Revenue by Market
*
Sales in Malaysia, i.e. OEM - ( 2011, 100% 2012 will be changed )
*
Sales outside Malaysia - ( 2011,
    0% 2012 will be changed )
Revenue by Product
*
Washing Machines - 60%
*
Freezers - 32%
*
Others - 8%
Countries will be expanded on sales in 2012 :
*
South East Asia
*
Middle East
*
Indian Sub-Continent
*
Africa
For our M.A.G.I.C. Convergent devices, we will sell through distribution channels, network
    operators and small enterprises. We will approach distribution channels and network
    operators in Hong Kong and China, initially and then in other territories to sell the
    M.A.G.I.C. device. We will also sell to certain enterprises that will take advantage of
    the special functions in M.A.G.I.C. Device and customize to their operational needs.
    Select firms that we will target are transportation and logistic companies, courier
    companies, and direct sales companies. We will also target corporate and financial
    executives to customize the M.A.G.I.C. device to their requirements. To sell this high
    value product with innovative applications, we plan to employ business development teams
    focused on creating high-value strategic customers and business alliances.
Our plan, subject to availability of funds, is to work with advertising agents in Hong
    Kong and Guangdong initially to work on a plan to secure some outdoor media boards with
    the limited resources available to the Group. We will discuss with our contacts in Hong
    Kong and China regarding securing outdoor media boards. We plan to co-operate with
    international advertising firms to place out the advertising on these ad/sign placements
    on either an agent or outsourced basis. We plan to recruit a team to manage the 10 largest
    cities in China where we would secure, manage and administer ad/sign placements for these
    cities. For the other cities we plan to look for partners or agents to work with us to
    secure ad/sign placements. Once we have certain ad/sign placements network for the
    second-tier cities, we plan to approach advertising agencies to sell these ad/sign
    placements to their customers .
6
Industry Overview and Competition
Our major business is the electronics and electrical industry in Malaysia. The electronics
    and electrical products ("E&E") industry was the leading industry in the
    manufacturing sector contributing 55.1% of Malaysia's total export of manufactured
    products for the period of January - November 2009. Over the same period, employment
    accounted for 32.5% making the E&E industry the largest employer in the manufacturing
    sector.
After the economic downturn affected
    the industry, the manufacturing sector in Malaysia rebounded strongly to register a growth
    of 11.4% in 2010 (2009: - 9.4%), driven largely by the strong growth in the first half-
    year, with expansion in both the export and domestic oriented industries. In the export
    oriented industries, growth of the electronics and electrical products (E&E) cluster
    was underpinned by the revival of global corporate IT investments and higher consumer
    spending on electronics while growth of the primary-related cluster was in line with the
    recovery of the external environment. Robust growth in the domestic oriented industries
    was supported mainly by strong domestic consumption activity.
The global market for major
    electrical household appliances is projected to reach 543 million units by the year 2015,
    driven by burgeoning sales in microwave ovens, air-conditions and electric ranges
    segments. Growing demand from rapidly developing countries including Asia-Pacific, Middle
    East and Latin America will provide the required impetus to the market.
In Malaysia, manufactured exports
    expanded by 13% in 2010, with strong growth recorded across major products in the first
    half of the year, E&E exports rose significantly in the first half, benefitting from
    inventory restocking in the global electronics industry. Moving into the latter half of
    the year, the moderation in regional demand led to the softening of electronics exports.
The E&E sub-sector rebounded
    significantly in the first half of 2010 by 27.4% (January - July 2009: -32.4%) following
    the broad-based global recovery in demand and restocking activities. Growth emanated
    mainly from the expansion in demand for semiconductor, audio visual and communication
    apparatus as well as electrical machinery. Apart from the restocking activities, the
    remarkable growth in semiconductor devices, which expanded 62.8% (January - July) 2009:
    -30.8%) was attributed to increased global spending on electrical and electronic gadgets.
Export earnings of E&E rose
    22.5% in the first half of 2010 (January - July 2009: -20.2%) supported by the favourable
    performance of electronic equipment and parts (26.2%), as well as machinery and electrical
    products (20.1%). Growth was driven mainly by demand for consumer electronic products in
    the Asia Pacific region, particularly from China, India, Japan and the US.
There are many competitors in the market place offering a variation of the M.A.G.I.C W3,
    however not one that offers full computer operability in full Windows 7 OS with phone
    functionality. With the emergence of newer convergent device technologies, there is an
    opportunity for us to offer convergent devices and applications and solutions that have
    more functionality than traditional mobile devices. The new devices are easier to
    integrate with existing data and video applications and systems, and are easier to
    maintain and administer. We believe that the rate of adoption of convergent device and its
    applications and solutions by corporate executives and innovative applications will
    accelerate the adaptation of our M.A.G.I.C. Convergent device is going to deliver more
    secure, and more functional in internet-based applications. We believe mobile executives
    will recognize the benefit of having notebook functionality in a handheld device combined
    with video and data capabilities.
7
The key to our
    success in the advertising business is the occupation of prime advertising locations
    throughout China. The premium locations with heavy pedestrian traffic are not common but
    are the focus of all advertising agencies and media owners. However you need to have the
    outdoor media to be able to compete for the premium sites. Many of our competitors have
    established outdoor billboards to offer to their clients where it would be difficult to
    compete since they are already in the market place and working with advertising agents. We
    will need to build up some outdoor media boards to show a presence in the market place
    before we can get commitments from advertising agents and customers. However, we believe
    there is ample room for our Company to grow in the China market.
Strategy
As stated above, our strategy is to build a business that takes advantage of the
    advertising platform for our products. We have acquired a product line of consumer
    electronics and light appliances to enter the emerging markets like India and the Middle
    East. Our strategy will be to utilize our advertising platform to build our brand and our
    name in these markets for quality products. Continued development and innovation will
    ensure our relevance far into the future. Both our brand and our products will continue to
    evolve becoming more known for quality products as these emerging markets develops.
Intellectual Property
Patents
We have no patents, trademarks nor copyrights registration.
Registered Trademarks
We have registered trademark with Intellectual Property Corporation of Malaysia for the
    brand name " ATech".
Copyrights
The Company does not hold any registered copyrights.
8
Government
    Regulations
We are subject to federal, state and local laws and regulations applied to businesses in
    general. We believe that we comply with the requirements in China for any licenses or
    approvals to pursue our proposed business plan. In locations where we operate, the
    applicable laws and regulations are subject to amendment or interpretation by regulatory
    authorities. Generally, such authorities are vested with relatively broad discretion to
    grant, renew and revoke licensee and approvals, and to implement regulations. Licenses may
    be denied or revoked for various reasons, including the violation of such regulations,
    conviction of crimes and the like. Possible sanctions which may be imposed include the
    suspension of individual employees, limitations on engaging in a particular business for
    specific periods of time, revocation of licenses, censures, redress to customers and
    fines. We believe that we are in conformity with all applicable laws in all relevant
    jurisdictions. We may be prevented from operating if our activities are not in compliance
    and must take action to comply with the relevant laws and regulations.
China has a long standing law on the ownership of advertising agencies but not the
    advertising placements locations. The onus is placed on the advertising agency to ensure
    proper contents in the advertisement. One of the WTO requirements is for China to relax
    the advertising agency ownership requirements. Our China subsidiary is only subject to
    regular business laws in China.
We have posted our privacy policy and practices concerning the use and disclosure of any
    consumer information collected on our website, www.chinamediagroup.net. Any failure by us
    to comply with posted privacy policies, Federal Trade Commission requirements or other
    domestic or international privacy-related laws and regulations could result in proceedings
    by governmental or regulatory bodies that could potentially harm our business, results of
    operations and financial condition. In this regard, there are a large number of
    legislative proposals before the U.S. Congress and various state legislative bodies
    regarding privacy issues related to online commerce to which the Group may participate in
    the future. It is not possible to predict whether or when such legislation may be adopted,
    and certain proposals, if adopted, could harm our business by causing a decrease in the
    use of our applications and services by our small business customers and thereby a
    decrease in our revenues. Such decreases could be caused by, among other possible
    provisions, the required use of disclaimers or other requirements before consumers can
    utilize our Internet technology solutions.
Under Malaysian laws, there are no such regulations that governs the disclosure of
    information on public platforms.
9
Suppliers
We are not dependent on any significant product or service from third parties.  We
    have strategic alliances with certain third parties.
Research and Development
We currently have no research and development.
Employees
As of the date of this report, we have 130 full time employees. From time to time, we
    utilize consultants or contractors for specific assignments. None of our employees are
    represented by a labor union and we have never experienced a work stoppage. We believe
    that our relationships with our employees are good.
Property
We currently lease and occupy 1,500 square feet of office space in Hong Kong for our
    executive and administrative office at a cost of about $3,760 per month. The lease expires
    in November 2013. We also share a 300 square feet office in Kuala Lumpur, Malaysia as our
    Southeast Asia office, which is free of rent. The other operating office is located in
    Beijing where we have a 300 square feet administration office. We do not have a written
    lease or sublease agreement for the office location in Beijing. We believe we will be able
    to obtain additional space, as needed, on commercially reasonable terms.
At the closing of the Acquisition, we will assume the lease of approximately 2,500 square
    feet of office in Shah Alam, Selangor, Malaysia pursuant to a lease that will expire in
    June 2015. This facility serves as our corporate office in Malaysia. The monthly rent for
    the office is about US$$4,375 (RM14,000).
ATeam Factory
Also at closing of the Acquisition, we will also assume the lease of the factory for ATeam
    which is based in Selangor, Malaysia. The factory is approximately 60,000 sq ft and the
    land size of approximately 110,000 sq ft. The lease term expires November 2012. The
    monthly rent for the factory is about US$9,375 (RM30,000).
Legal Proceedings
From time to time, we may be involved in litigation relating to claims arising out of our
    operations in the normal course of business. As of June 8, 2012, there were no pending or
    threatened lawsuits that could reasonably be expected to have a material effect on the
    results of our operations.
There are no other proceedings in which any of our directors, officers or affiliates, or
    any registered or beneficial shareholder, is an adverse party or has a material interest
    adverse to our interest.
10
Forward-Looking Statements
Statements in this
    Current Report on Form 8-K and other written reports made from time to time by us that are
    not historical facts constitute so-called "forward-looking statements," all of
    which are subject to risks and uncertainties. Forward-looking statements can be identified
    by the use of words such as "expects," "plans," "will,"
    "forecasts," "projects," "intends," "estimates,"
    and other words of similar meaning. Forward-looking statements are likely to address our
    growth strategy, financial results and product and development programs, among other
    things. One must carefully consider any such statement and should understand that many
    factors could cause actual results to differ from our forward-looking statements. Such
    risks and uncertainties include but are not limited to those outlined in the section
    entitled "Risk Factors" and other risks detailed from time to time in our
    filings with the SEC or otherwise. These factors may include inaccurate assumptions and a
    broad variety of other risks and uncertainties, including some that are known and some
    that are not. No forward-looking statement can be guaranteed and actual future results may
    vary materially.
Information regarding market and industry statistics contained in this Report is included
    based on information available to us that we believe is accurate. It is generally based on
    industry and other publications that are not produced for purposes of securities offerings
    or economic analysis. We have not reviewed or included data from all sources, and cannot
    assure investors of the accuracy or completeness of the data included in this Report.
    Forecasts and other forward-looking information obtained from these sources are subject to
    the same qualifications and the additional uncertainties accompanying any estimates of
    future market size, revenue and market acceptance of products and services. We do not
    assume any obligation to update any forward-looking statement. As a result, investors
    should not place undue reliance on these forward-looking statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations
This discussion should be read in conjunction with the other sections of this Report,
    including "Risk Factors," "Description of Business" and the Financial
    Statements attached hereto pursuant to Item 9.01 and the related exhibits. The various
    sections of this discussion contain a number of forward-looking statements, all of which
    are based on our current expectations and could be affected by the uncertainties and risk
    factors described throughout this Report. See "Forward-Looking Statements." Our
    actual results may differ materially.
Recent Events
As announced in a Form 8K filed on March 16, 2012, on March 15, 2012 the Group entered
    into a conditional agreement to purchase ATeam for a total consideration of about
    $2,011,607 which shall be satisfied by the issuance of 558,779,837 shares in the Company,
    representing about 51% of the enlarged share capital of the Company. On June 8, 2012 the
    acquisition was completed. This acquisition will strengthen the Products Services business
    unit by providing a range of products for sale in the consumer electronics and light
    appliances segment and possibly extending the marketing to new markets in China. This
    company will also provide a revenue base to the Group.
This acquisition is accounted as a
    reverse merger and accordingly, the share equity of ATeam have become those of the
    registrant from retroactively restated for, and giving effect to, the number of shares
    received in the acquisition. The accumulated earnings of ATeam were also carried forward
    after the acquisition. Operations reported for periods prior to the acquisition are those
    of ATeam.
11
Critical
    Accounting Policies
We prepare our consolidated financial statements in accordance with accounting principles
    generally accepted in the United States, and make estimates and assumptions that affect
    our reported amounts of assets, liabilities, revenue and expenses, and the related
    disclosures of contingent liabilities. We base our estimates on historical experience and
    other assumptions that we believe are reasonable in the circumstances. Actual results may
    differ from these estimates.
The following critical accounting policies affect our more significant estimates and
    assumptions used in preparing our consolidated financial statements.
Revenue Recognition
In general, the Company records revenue when persuasive evidence of an arrangement exists,
    services have been rendered or product delivery has occurred; the sales price to the
    customer is fixed or determinable and collect ability is reasonably assured. The following
    policies reflect specific criteria for the various revenues streams of the Company.
Revenue is recognized at the time
    the product is delivered. Provision for sales returns will be estimated based on the
    Company's historical return experience. Revenue is presented net of returns.
Stock-Based Compensation
The Company accounts for equity instruments issued to employees for services based on the
    fair value of the equity instruments issued and accounts for equity instruments issued to
    other than employees based on the fair value of the consideration received or the fair
    value of the equity instruments, whichever is more reliably measurable.
The Company accounts for stock based
    compensation in accordance with ASC 718 "Compensation - Stock Compensation"
    codified SFAS No. 123, "Accounting for Stock-Based Compensation" prescribes
    accounting and reporting standards for all stock-based payments award to employees,
    including employee stock options, restricted stock, employee stock purchase plans and
    stock appreciation rights, may be classified as either equity or liabilities. The Company
    should determine if a present obligation to settle the share-based payment transaction in
    cash or other assets exists. A present obligation to settle in cash or other assets exists
    if: (
a
) the option to settle by issuing equity instruments lacks commercial
    substance or (
b
) the present obligation is implied because of an entity's past
    practices or stated policies. If a present obligation exists, the transaction should be
    recognized as a liability; otherwise, the transaction should be recognized as equity.
The Company accounts for stock-based
    compensation issued to non-employees and consultants in accordance with the provisions of
    ASC 505-50 "Equity -Based Payments to Non-Employees" which codified SFAS 123 and
    the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"),
    "Accounting for Equity Instruments that are Issued to Other Than Employees for
    Acquiring or in Conjunction with Selling, Goods or Services". Measurement of
    share-based payment transactions with non-employees shall be based on the fair value of
    whichever is more reliably measurable: (
a
) the goods or services received; or (
b
)
    the equity instruments issued. The fair value of the share-based payment transaction
    should be determined at the earlier of performance commitment date or performance
    completion date.
Recently Issued Accounting Pronouncements
Recently issued accounting pronouncements and their effect on us are discussed in the
    notes to the financial statements in our December 31, 2011 audited financial statements.
12
Results of
    Operations
FOR THE YEAR ENDED DECEMBER 31, 2011 COMPARED TO THE YEAR ENDED DECEMBER 31, 2010
For the year ended December 31, 2011, net sales was $6,932,545 as compared to the prior
    year of $4,994,706, representing an increase of about 38.8%. This sales increase was due
    mainly to the increase in the sale of electrical produce.
For the year ended December 31, 2011, the cost of goods sold was $5,437,816 as compared to
    the prior year of $4,059,351, making our gross profit of $1,494,729 (2010: $935,355) for
    the year.
For the year ended December 31, 2011 operating expenses were $619,906 as compared to the
    prior year of $465,315, an increase of $154,591 or about 33.22% from the prior year. In
    2011, the other major components in the operating expenses were salary of $412,158 (2010:
    332,402), finance cost of $73,919 (2010: $101,992) and depreciation of $64,835 (2010:
    $60,229). Overall the remaining operating expenses of $68,994 were similar in other
    respects once the above factors are taken into account. We are also had other expenses of
    $333,878 (2010: $305,846).
The operating profit increased to $557,544 for the year ended December 31, 2011 from the
    prior year profit of $194,913.
During the year the interest expenses decreased to $26,352 as compared to $94,387 in the
    prior year.
13
Liquidity and
    Capital Resources
As at December 31, 2011, the Company had cash and cash equivalents totaling $23,992, other
    current assets of $3,213,819 and non-current assets totaling $83,905 which were
    represented by $3,017,369 in trade receivables, $139,055 n other receivables and $57,395
    in tax refundable. The total assets of the Company were $3,321,716 as of December 31,
    2011. We also had liabilities of $1,437,141 which were represented by $44,197 in trade
    payables, $298,534 in other payables and accruals, $133,027 in amount due to directors,
    $90,739 in tax payable, $335,671 in trade financing payables, $79,354 in obligation under
    finance leases and $455,619 in term loans.
At present the Company may not have sufficient cash resources to provide for all general
    corporate operations in the foreseeable future. The Company will be required to raise
    additional capital in order to continue to operate in fiscal 2012.
Off Balance Sheet Arrangements
There are no off balance sheet arrangements that have or are reasonably likely to have a
    current or future effect on our financial condition, changes in financial condition,
    revenues or expenses, results of operations, liquidity, capital expenditures or capital
    resources that are material to investors.
Capital Expenditure Commitments
We had no material capital expenditures for the period ended December 31, 2011. However we
    expect to invest, subject to availability of funding, approximately $250,000 in capital
    expenditure over the next 12 month for the outdoor media business.
Factors That May Affect Future Operations
We believe that our future operating results will continue to be subject to quarterly
    variations based upon a wide variety of factors, primarily the economy. Our operating
    results could also be impacted by a continued weakening of the U.S. and/or international
    economy. We predominately provide our products to Malaysia, India and Middle East markets
    and our services to the China markets.
14
Risk Factors
There are
    numerous and varied risks, known and unknown, that may prevent us from achieving our
    goals. If any of these risks actually occur, our business, financial condition or results
    of operation may be materially adversely affected. In such case, the trading price of our
    Common Stock could decline and investors could lose all or part of their investment.
Risks Related to Our Business
Our business is subject to various risks and uncertainties, including those set forth
    below. The risks and uncertainties described below are not the only ones facing us.
    Additional risks and uncertainties not presently known to us or that we currently deem to
    be immaterial may also materially and adversely affect our business operations. If any of
    the risks set out or referred to below actually occur, our business, financial condition
    or results of our operations could be materially adversely affected.
RISKS RELATED TO EXISTING AND PROPOSED OPERATIONS
If we are unable to obtain additional funds from other financings we may have to curtail
    the scope of our operations significantly and alter our business model.
We must achieve profitability for our business model to succeed. Prior to accomplishing
    this goal, we may need to raise additional funds, from equity or debt sources. Our cash
    requirements are substantial and our current financial position are insufficient to meet
    our cash needs in the future. If additional financing is not available when required or is
    not available on acceptable terms, we may be unable to continue our operations at current
    or planned levels. In addition, any failure to raise additional funds in the future may
    result in our inability to successfully secure our advertising platform, take advantage of
    business opportunities or respond to competitive pressures, any of which circumstances
    could have a material adverse effect on our financial condition and results of operations.
15
We do not
    have substantial cash resources and if we cannot raise additional funds or generate more
    revenues, we will not be able to pay our vendors and will probably not be able to continue
    as a going concern.
We will need to raise additional funds to pay outstanding debts vendor invoices and
    execute our business plan. Our future cash flows depend on our ability to enter into, and
    be paid under, contracts with our distributors for the newly acquired business. There can
    be no assurance that additional funds will be available when needed from any source or, if
    available, will be available on terms that are acceptable to us.
We may be required to pursue sources of additional capital through various means,
    including joint venture projects and debt or equity financings. Future financings through
    equity investments will be dilutive to existing stockholders. Also, the terms of
    securities we may issue in future capital transactions may be more favorable for our new
    investors. Newly issued securities may include preferences, superior voting rights, the
    issuance of warrants or other convertible securities, which will have additional dilutive
    effects. Further, we may incur substantial costs in pursuing future capital and/or
    financing, including investment banking fees, legal fees, accounting fees, printing and
    distribution expenses and other costs. We may also be required to recognize non-cash
    expenses in connection with certain securities we may issue, such as convertible notes and
    warrants, which will adversely impact our financial condition and results of operations.
Our ability to obtain needed financing may be impaired by such factors as the weakness of
    capital markets and the fact that we have not been profitable, which could impact the
    availability or cost of future financings. If the amount of capital we are able to raise
    from financing activities, together with our revenues from operations, is not sufficient
    to satisfy our capital needs, even to the extent that we reduce our operations
    accordingly, we may be required to cease operations.
We have a limited operating history, and it may be difficult for potential investors to
    evaluate our business.
We began operations in August 2006. Our limited operating history makes it difficult for
    potential investors to evaluate our business or prospective operations. We are subject to
    all the risks inherent in the initial organization, financing, expenditures, complications
    and delays inherent in a relatively new business. Investors should evaluate an investment
    in us in light of the uncertainties encountered by such companies in a competitive
    environment. Our business is dependent upon the implementation of our business plan, as
    well as the ability of our merchants to enter into agreements with consumers for their
    respective products and/or services. There can be no assurance that our efforts will be
    successful or that we will be able to attain profitability.
16
Our limited
    operating history and rapidly evolving business makes it difficult for us to accurately
    forecast revenues and expenses.
We have a limited operating history on which to base an evaluation of our business and
    prospects. Our operating results may fluctuate as a result of a number of factors, many of
    which are outside of our control. For these reasons, comparing our operating results on a
    period-to-period basis may not be meaningful, and you should not rely on our past results
    as an indication of our future performance. Our prospects must be considered in light of
    inherent risks, expenses, and difficulties encountered by companies in their early stages
    of development, particularly in new and evolving markets.
We commenced our advertising and
    mobile devices operations in April 2006 with a very limited operating history for these
    operations due to the lack of operating and financial resources. Our operating results to
    date relate principally to advertising and the mobile device business. Accordingly, our
    future prospects are uncertain in light of the risks and uncertainties experienced by
    early stage companies in evolving industries, and in particular our future operations in
    China. Due to our limited history and lack of resources, it is difficult for us to predict
    future revenues and operating expenses. We based our expense levels, in part, on our
    expectations of future revenues from anticipated transactions. If our advertising and
    mobile device business develops slower than we expect, our losses may be higher than
    anticipated, we may have to curtail parts of our business plan and to the market price of
    our stock may decline.
Some of the other risks and
    uncertainties of our business relate to our ability to:
-
offer new and innovative products and services to attract and retain a larger consumer
    base;
-
attract customers;
-
increase awareness of our brand
    and continue to develop consumer and customer loyalty;
-
respond to competitive market
    conditions;
-
respond to changes in our
    regulatory environment;
-
manage risks associated with
    intellectual property rights;
-
maintain effective control of our
    costs and expenses;
-
raise sufficient capital to
    sustain and expand our business;
-
attract, retain and motivate
    qualified personnel; and
-
upgrade our technology to support
    increased traffic and expanded services.
If we are unsuccessful in addressing any of these risks and uncertainties, our business
    may be materially and adversely affected.
The development of our business is dependent upon the completion and integration of
    acquisitions and other transactions that have only recently or not yet closed.
Our principal focus is on our advertising and mobile device and products services
    businesses. We have closed thte acquisition of ATeam and other potential acquisitions have
    not closed to date and may never close. Accordingly, it is difficult to evaluate our
    business based upon our historical financial results, including those for the year ended
    December 31, 2011. Even if we closed potential acquisitions like ATeam, our business will
    not be successful if we are unable to successfully operate and integrate the businesses we
    acquire. We expect to continually look for new businesses to acquire to maintain and
    sustain our operations. If we fail to identify such business, are unable to acquire such
    businesses on reasonable terms, or fail to successfully integrate such businesses, our
    operating results and prospects could be harmed.
17
We face
    significant competition and may suffer from a loss of users and customers as a result.
We expect to face significant competition in our advertising business, particularly from
    other companies that seek to provide similar services. Many of these competitors have
    significantly greater financial resources and more personnel than we do. They may also
    have longer operating histories and more experience in attracting and retaining and
    managing customers. They may use their experience and resources to compete with us in a
    variety of ways, including by competing more for users, customers, distributors, media
    channels and by investing more heavily in research and development and making
    acquisitions. If we fail to compete effectively, our business, financial condition and
    results of operation will be adversely affected.
Our business depends on a strong brand, and if we are not able to maintain and enhance our
    brand, our business and operating results may be harmed.
We believe that recognition of our brand will contribute significantly to the success of
    our business. We also believe that maintaining and enhancing our brand is critical to
    expanding our base of consumers and customers. As our market becomes increasingly
    competitive, maintaining and enhancing our brand will depend largely on our ability to
    remain as an advertising leader in China and a electronics and light appliances
    manufacturer and distributor in Malaysia, which may be increasingly difficult and
    expensive.
We may face intellectual property
    infringement claims and other related claims that could be time-consuming and costly to
    defend and may result in our inability to continue providing certain of our existing
    services.
Electronics, technology and
    advertising companies are frequently involved in litigation based on allegations of
    infringement of intellectual property rights, unfair competition, invasion of privacy,
    defamation and other violations of third-party rights. The validity, enforceability and
    scope of protection of intellectual property, particularly in China and Malaysia, are
    uncertain and still evolving. In addition, many parties are actively developing and
    seeking protection for electronics and technologies, including seeking patent protection.
    There may be patents issued or pending that are held by others that cover significant
    aspects of our technologies, products, business methods or services. As we face increasing
    competition and as litigation becomes more common in China, Malaysia and elsewhere in Asia
    for resolving commercial disputes, we face a higher risk of being the subject of
    intellectual property infringement claims.
Intellectual property litigation is
    expensive and time consuming and could divert resources and management attention from the
    operations of our businesses. If there is a successful claim of infringement, we may be
    required to pay substantial fines and damages or enter into royalty or license agreements
    that may not be available on commercially acceptable terms, if at all. Our failure to
    obtain a license of the rights on a timely basis could harm our business. Any intellectual
    property litigation could have a material adverse effect on our business, financial
    condition or results of operations.
18
If we fail to
    maintain an effective system of internal control over financial reporting, we may not be
    able to accurately report our financial results or prevent fraud.
We are subject to reporting obligations under the U.S. securities laws. The SEC, as
    required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every
    public company to include in its annual report a management report on such company's
    internal controls over financial reporting which contains management's assessment of the
    effectiveness of the company's internal controls over financial reporting. In addition, an
    independent registered public accounting firm must attest to and report on management's
    assessment of the effectiveness of the company's internal controls over financial
    reporting. These requirements may first apply to our annual report on Form 10-K for the
    fiscal year ending December 31, 2011. Our management may conclude that our internal
    controls over financial reporting are not effective. Moreover, even if our management
    concludes that our internal controls over financial reporting are effective, our
    independent registered public accounting firm may still decline to attest to our
    management's assessment or may issue a report that is qualified if they are not satisfied
    with our controls or the level at which our controls are documented, designed, operated or
    reviewed, or if it interprets the relevant requirements differently from us. Our reporting
    obligations as a public company will place a significant strain on our management,
    operational and financial resources and systems for the foreseeable future. We are a young
    company with limited accounting personnel and other resources with which to address our
    internal financial controls and procedures. If we fail to timely achieve and maintain the
    adequacy of our internal financial controls, we may not be able to conclude that we have
    effective internal controls over financial reporting at a reasonable assurance level.
    Moreover, effective internal controls over financial reporting are necessary for us to
    produce reliable financial reports and are important to help prevent fraud. As a result,
    our failure to achieve and maintain effective internal controls over financial reporting
    could result in the loss of investor confidence in the reliability of our financial
    statements, which in turn could harm our business and negatively impact the market price
    of our Common Stock.
If we fail to attract customers for our advertising and convergent device business our
    growth prospects could be seriously harmed.
Our advertising customers will not maintain their business relationships with us if we
    cannot secure attractive ad/sign placements. In addition our distributors will not work
    with us if the convergent device does not sell well or does not have adequate sales margin
    for their sales channels. Failure to retain advertisers, customers, distributors or
    channel partners could seriously harm our business and growth prospects.
Because we primarily rely on distributors in distributing M.A.G.I.C. Convergent Devices,
    our failure to retain key distributors or attract additional distributors could materially
    and adversely affect our business.
We will rely heavily on a nationwide distribution network of third-party distributors for
    sales to, and collection of payment from, our corporate and consumer customers. If our
    distributors do not provide quality services to our consumer customers or otherwise breach
    their contracts with our consumer customers, we may lose customers and our results of
    operations may be materially and adversely affected. We will sign distributing agreements
    with our distributors, although we may not sign any long-term agreements with them, but we
    cannot assure that we can maintain favorable relationships with them. Our distribution
    arrangements will be non-exclusive. Furthermore, some of our potential distributors may
    have contracts with our competitors or potential competitors and may not sign distribution
    agreements with us. If we fail to retain our key distributors or attract additional
    distributors on terms that are commercially reasonable, our business and results of
    operations could be materially and adversely affected.
19
We may not be
    able to manage our expanding operations effectively.
We commenced our mobile device and advertising services operations in early 2006. We
    anticipate continuous developing of our business in 2012 as we focus growth in our
    customer base and consumer market opportunities. To manage the potential growth of our
    operations and personnel, we will be required to improve operational and financial
    systems, procedures and controls, and expand, train and manage our growing employee base.
    Furthermore, our management will be required to maintain and expand our relationships with
    customers. We cannot assure that our current and planned personnel, systems, procedures
    and controls will be adequate to support our future operations.
The recent global economic and financial market crisis has had and may continue to have a
    negative effect on our business and results of operations.
Starting in 2008 till now, the current global economic conditions could have a negative
    effect on our business and results of operations. Economic activity in China, United
    States and throughout much of the world has undergone a sudden, sharp economic downturn
    following the recent housing downturn and subprime lending collapse in both the United
    States and Europe. Global credit and liquidity have tightened in much of the world. Some
    of our customers in China may face business downturn and credit issues, and could
    experience cash flow problems and other financial hardships, which could affect timeliness
    of advertising through our platform. Consumer confidence and spending are down
    significantly in China and USA.
Changes in governmental banking,
    monetary and fiscal policies to restore liquidity and increase credit availability may not
    be effective in alleviating the global economic declines. It is difficult to determine the
    breadth and duration of the economic and financial market problems and the many ways in
    which they may affect our customers and our business in general. Nonetheless, continuation
    or further worsening of these difficult financial and macroeconomic conditions could have
    a significant effect on our business and results of operations.
Capital markets are currently experiencing a period of dislocation and instability, which
    has had and could continue to have a negative impact on the availability and cost of
    capital.
The general disruption in the U.S. capital markets has impacted the broader financial and
    credit markets and reduced the availability of debt and equity capital for the market as a
    whole. These conditions could persist for a prolonged period of time or worsen in the
    future. Our ability to access the capital markets may be restricted at a time when we
    would like, or need, to access such markets, which could have an impact on our flexibility
    to react to changing economic and business conditions. The resulting lack of available
    credit, lack of confidence in the financial sector, increased volatility in the financial
    markets and reduced business activity could materially and adversely affect our business,
    financial condition, results of operations and our ability to obtain and manage our
    liquidity. In addition, the cost of debt financing may be materially adversely impacted by
    these market conditions.
Our success depends on the continuing efforts of our senior management team and other key
    personnel and our business may be harmed if we lose their services.
Our future success depends heavily upon the continuing services of the members of our
    senior management. If one or more of our senior executives or other key personnel are
    unable or unwilling to continue in their present positions, we may not be able to replace
    them easily or at all, and our business may be disrupted and our financial condition and
    results of operations may be materially and adversely affected. Competition for senior
    management and key personnel is intense, the pool of qualified candidates is very limited,
    and we may not be able to retain the services of our senior executives or key personnel,
    or attract and retain high-quality senior executives or key personnel in the future.
In addition, if any member of our
    senior management team or any of our other key personnel joins a competitor or forms a
    competing company, we may lose customers, distributors, know-how and key professionals and
    staff members. Each of our executive officers and key employees has entered into an
    employment agreement with us which contains confidentiality and non-competition
    provisions. Legal proceedings to enforce such provisions would be costly in both money and
    management time and such provisions may not be enforced or enforceable.
20
The success
    of our business depends on the continuing contributions of Mohd Mahyudin bin Zainal and
    other key personnel who may terminate their employment with us at any time, and we will
    need to hire additional qualified personnel.
We rely heavily on the services of Mr. Mohd Mahyudin bin Zainal, director and CEO of ATeam
    and our Company and Ms. Norlizah binti Zainal, our Chief Technology Officer, as well as
    several other management personnel. Loss of the services of any such individuals would
    adversely impact our operations. In addition, we believe our technical personnel represent
    a significant asset and provide us with a competitive advantage over many of our
    competitors and that our future success will depend upon our ability to retain these key
    employees and our ability to attract and retain other skilled financial, engineering,
    technical and managerial personnel. We do not currently maintain any "key man"
    life insurance with respect to any of such individuals.
We rely on highly skilled personnel and if we are unable to retain or motivate key
    personnel or hire qualified personnel, we may not be able to grow effectively.
Our performance and future success depends on the talents and efforts of highly skilled
    individuals. We will need to continue to identify, hire, develop, motivate and retain
    highly skilled personnel for all areas of our organization. Competition in our industry
    for qualified employees is intense. Our continued ability to compete effectively depends
    on our ability to attract new employees and to retain and motivate our existing employees.
As competition in our industry
    intensifies, it may be more difficult for us to hire, motivate and retain highly skilled
    personnel. If we do not succeed in doing so, we may be unable to grow effectively.
We have no business insurance coverage.
We do not have any business liability or disruption insurance coverage for our operations
    in China and Malaysia. Any business disruption, litigation or natural disaster may result
    in our incurring substantial costs and the diversion of our resources.
We are exposed to risks associated with the ongoing financial crisis and weakening global
    economy, which increase the uncertainty of consumers purchasing products and/or services.
The recent severe tightening of the credit markets, turmoil in the financial markets, and
    weakening global economy are contributing to a decrease in spending by consumers.  If
    these economic conditions are prolonged or deteriorate further, the market for layaway
    services will decrease accordingly.
Our Company has experience, and continues to experience, rapid growth in operations,
    which has placed, and will continue to place, significant demands on its management,
    operational and financial infrastructure.
If the Company does not effectively manage its growth, the quality of its products and
    services could suffer, which could negatively affect the Company's brand and operating
    results. To effectively manage this growth, the Company will need to continue to improve
    its operational, financial and management controls and its reporting systems and
    procedures. Failure to implement these improvements could hurt the Company's ability to
    manage its growth and financial position.
21
Our Company's business face inherent risk in the electronics and light appliances
    industry.
Our Group's business is subject to certain risks inherent in the electronics and light
    appliances manufacturing industry. Our Group's revenue and operating results could be
    adversely affect by many factors which include, amongst others, changes in general
    economic, business and credit conditions, fluctuation in foreign exchange rates, changes
    in demand for and market acceptance of our products and services, our ability to introduce
    new products and services and enhancements in a timely manner, rapid technological
    changes, increase in operating expenses, lower profit margins due to pricing competition
    and delay in expansion plans.
Our Group's seeks to limit these business risks through, inter-alia prudent management
    policies, keeping abreast with new developments and technologies in the relevant
    industries and maintaining good relationship with customers and suppliers. However there
    can be no assurance that any changes in these factors will not have any material adverse
    effect on our Group's business.
Our Company's business faces competition from
l
ocal and foreign competitiors.
Our Group faces competition from both local and foreign competitors which offer
    similar products that of our Group offerings. Increased competition could result in
    competitive pricing resulting in lower profit margins. However, our Group believes that we
    have competitive edge over our competitors which include amongst others, production
    quality, R&D capabilities and technological expertise acquired over the years.
Our Group seeks to limit the competitive risks through, inter-alia constant
    review of our development and marketing strategies to adapt to changes in economic
    conditions and market demands as well as focusing on certain markets and industries.
    However, there can be no assurance that our Group will be able to compete effectively
    against our competitors and that competitive pressure will not materially and adversely
    affect our Gorup's business, operations and results and or financial condition.
Risks Relating to Our Organization and Our Common Stock
Public company compliance may make it more difficult for us to attract and retain officers
    and directors.
The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required
    changes in corporate governance practices of public companies. As a public company, we
    expect these new rules and regulations to increase our compliance costs and to make
    certain activities more time consuming and costly. As a public company, we also expect
    that these new rules and regulations may make it more difficult and expensive for us to
    obtain director and officer liability insurance in the future and we may be required to
    accept reduced policy limits and coverage or incur substantially higher costs to obtain
    the same or similar coverage. As a result, it may be more difficult for us to attract and
    retain qualified persons to serve on our board of directors or as executive officers.
We may not be able to attract the attention of major brokerage firms.
Securities analysts of major brokerage firms may not provide coverage of us since there is
    no incentive to brokerage firms to recommend the purchase of our Common Stock. No
    assurance can be given that brokerage firms will, in the future, want to conduct any
    secondary offerings on behalf of our Company.
22
Our stock
    price may be volatile.
The market price of our Common Stock is likely to be highly volatile and could fluctuate
    widely in price in response to various factors, many of which are beyond our control,
    including the following:
*
changes in our industry;
*
competitive pricing
    pressures;
*
our ability to obtain
    working capital financing;
*
additions or
    departures of key personnel;
*
limited "public float" in the hands of a small number of persons whose
    sales or lack of sales could result in positive or negative pricing pressure on the market
    price for our Common Stock;
*
sales of our Common
    Stock;
*
our ability to
    execute our business plan;
*
operating results
    that fall below expectations;
*
loss of any strategic
    relationship;
*
regulatory
    developments;
*
economic and other
    external factors; and
*
period-to-period
    fluctuations in our financial results.
In addition, the securities markets have from time to time experienced significant price
    and volume fluctuations that are unrelated to the operating performance of particular
    companies. These market fluctuations may also materially and adversely affect the market
    price of our Common Stock.
We may not pay dividends in the future. Any return on investment may be limited to the
    value of our Common Stock.
We do not anticipate paying cash dividends in the foreseeable future. The payment of
    dividends on our Common Stock will depend on earnings, financial condition and other
    business and economic factors affecting us at such time as our board of directors may
    consider relevant. If we do not pay dividends, our Common Stock may be less valuable
    because a return on your investment will only occur if our stock price appreciates.
There is currently no liquid trading market for our Common Stock and we cannot ensure that
    one will ever develop or be sustained.
To date there has not been a liquid trading market for our Common Stock. We cannot predict
    how liquid the market for our Common Stock might become. As soon as is practicable after
    becoming eligible, we anticipate applying for listing of our Common Stock on either the
    NYSE Amex Equities, The Nasdaq Capital Market or other national securities exchange,
    assuming that we can satisfy the initial listing standards for such exchange. We currently
    do not satisfy the initial listing standards for any of these exchanges, and cannot ensure
    that we will be able to satisfy such listing standards or that our Common Stock will be
    accepted for listing on any such exchange. Should we fail to satisfy the initial listing
    standards of such exchanges, or our Common Stock is otherwise rejected for listing and
    remains quoted on the OTC Bulletin Board or is suspended from the OTC Bulletin Board, the
    trading price of our Common Stock could suffer and the trading market for our Common Stock
    may be less liquid and our Common Stock price may be subject to increased volatility.
Furthermore, for companies whose securities are quoted on the OTC Bulletin Board, it is
    more difficult (i) to obtain accurate quotations, (ii) to obtain coverage for significant
    news events because major wire services generally do not publish press releases about such
    companies and (iii) to obtain needed capital.
23
Our Common Stock is currently a
    "penny stock," which may make it more difficult for our investors to sell their
    shares.
Our Common Stock is currently and may continue in the future
    to be subject to the "penny stock" rules adopted under Section 15(g) of the
    Exchange Act. The penny stock rules generally apply to companies whose Common Stock is not
    listed on The NASDAQ Stock Market or other national securities exchange and trades at less
    than $4.00 per share, other than companies that have had average revenue of at least
    $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000
    ($2,000,000 if the company has been operating for three or more years). These rules
    require, among other things, that brokers who trade penny stock to persons other than
    "established customers" complete certain documentation, make suitability
    inquiries of investors and provide investors with certain information concerning trading
    in the security, including a risk disclosure document and quote information under certain
    circumstances. Many brokers have decided not to trade penny stocks because of the
    requirements of the penny stock rules and, as a result, the number of broker-dealers
    willing to act as market makers in such securities is limited. If we remain subject to the
    penny stock rules for any significant period, it could have an adverse effect on the
    market, if any, for our securities. Since our securities are subject to the penny stock
    rules, investors may find it more difficult to dispose of our securities.
Offers or availability for sale of a substantial number of
    shares of our
Common
    Stock may cause the price of our Common Stock to decline.
If our stockholders sell substantial amounts of our Common
    Stock in the public market, or upon the expiration of any statutory holding period under
    Rule 144, or issued upon the exercise of outstanding options or warrants, it could create
    a circumstance commonly referred to as an "overhang" and in anticipation of
    which the market price of our Common Stock could fall. The existence of an overhang,
    whether or not sales have occurred or are occurring, also could make more difficult our
    ability to raise additional financing through the sale of equity or equity-related
    securities in the future at a time and price that we deem reasonable or appropriate.
Mr. Mohd Mahyudin bin Zainal, our CEO and Director, and
    his siblings Ms. Norlizah binti Zainal, our CTO and Director, and Ms. Norjannah binti
    Zainal beneficially owns or holds the proxies for a substantial portion of our outstanding
Common Stock, which enables him
    to influence many significant corporate actions and in certain circumstances may prevent a
    change in control that would otherwise be beneficial to our stockholders.
Mr. Mohd Mahyudin bin Zainal and his siblings beneficially owns and holds the proxies for
    approximately 32% of our outstanding shares of Common Stock. As such, he has a substantial
    impact on matters requiring the vote of the stockholders, including the election of our
    directors and most of our corporate actions. This control could delay, defer, or prevent
    others from initiating a potential merger, takeover or other change in our control, even
    if these actions would benefit our stockholders and us. This control could adversely
    affect the voting and other rights of our other stockholders and could depress the market
    price of our Common Stock.
24
RISKS RELATED TO DOING
    BUSINESS IN CHINA
PRC laws and regulations governing our businesses and the validity of certain of our
    contractual arrangements are uncertain. If we are found to be in violation, we could be
    subject to sanctions. In addition, changes in such PRC laws and regulations may materially
    and adversely affect our business.
There are substantial uncertainties regarding the interpretation and application of PRC
    laws and regulations, including, but not limited to, the laws and regulations governing
    our business, or the enforcement and performance of our contractual arrangements with
    certain of our affiliated Chinese entities. We are considered foreign persons or foreign
    invested enterprises under PRC law. As a result, we are subject to PRC law limitations on
    foreign ownership of advertising companies. These laws and regulations are relatively new
    and may be subject to change, and their official interpretation and enforcement may
    involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or
    amendments may be delayed, resulting in detrimental reliance by foreign investors. New
    laws and regulations that affect existing and proposed future businesses may also be
    applied retroactively.
The PRC government has broad
    discretion in dealing with violations of laws and regulations, including levying fines,
    revoking business and other licenses and requiring actions necessary for compliance. In
    particular, licenses and permits issued or granted to us by relevant governmental bodies
    may be revoked at a later time by higher regulatory bodies. We cannot predict the effect
    of the interpretation of existing or new PRC laws or regulations on our businesses. We
    cannot assure you that our current ownership and operating structure would not be found in
    violation of any current or future PRC laws or regulations. As a result, we may be subject
    to sanctions, including fines, and could be required to restructure our operations or
    cease to provide certain services. Any of these or similar actions could significantly
    disrupt our business operations or restrict us from conducting a substantial portion of
    our business operations, which could materially and adversely affect our business,
    financial condition and results of operations.
Adverse changes in economic and political policies of the PRC government could have a
    material adverse effect on the overall economic growth of China, which could adversely
    affect our business.
As our advertising and convergent devices business expands, we expect an increasing
    portion of our business operations to be conducted in China. Accordingly, our results of
    operations, financial condition and prospects are subject to a significant degree to
    economic, political and legal developments in China. China's economy differs from the
    economies of most developed countries in many respects, including the amount of government
    involvement, level of development, growth rate, control of foreign exchange and allocation
    of resources. While China's economy has experienced significant growth in the past 20
    years, growth has been uneven across different regions and among various economic sectors
    of China. The PRC government has implemented various measures to encourage economic
    development and guide the allocation of resources. Some of these measures benefit the
    overall PRC economy, but may also have a negative effect on us. For example, our financial
    condition and results of operations may be adversely affected by governmental control over
    capital investments or changes in tax regulations that are applicable to us. Since early
    2004, the PRC government has implemented certain measures to control the pace of economic
    growth. Such measures may cause a decrease in the level of economic activity in China,
    which in turn could adversely affect our results of operations and financial condition.
We face risks related to health epidemics and other outbreaks.
Our business could be adversely affected by the effects of SARS, Avian Flu or another
    epidemic or outbreak. China reported a number of cases of SARS in April 2004. Any
    prolonged recurrence of SARS or other adverse public health developments in China may have
    a material adverse effect on our business operations. For instance, health or other
    governmental regulations adopted in response may require temporary closure of Internet
    cafes, which is one of the avenues where users could access our websites, or of our
    offices. Such closures would severely disrupt our business operations and adversely affect
    our results of operations. We have not adopted any written preventive measures or
    contingency plans to combat any future outbreak of SARS or any other epidemic.
25
Our
    subsidiaries and affiliates are subject to restrictions on paying dividends and making
    other payments to us and we do not intend to pay cash dividends in the future.
As our advertising and convergent devices business develops, we expect to increasingly
    rely on dividends payments from our subsidiaries and affiliated entities in China.
    However, PRC regulations currently permit payment of dividends only out of accumulated
    profits, as determined in accordance with PRC accounting standards and regulations. Our
    subsidiaries and affiliated entities in China are also required to set aside a portion of
    their after-tax profits according to PRC accounting standards and regulations for certain
    reserve funds. The PRC government also imposes controls on the conversion of RMB into
    foreign currencies and the remittance of currencies out of China. We may experience
    difficulties in completing the administrative procedures necessary to obtain and remit
    foreign currency. Furthermore, if our subsidiaries or affiliated entities in China incur
    debt on their own in the future, the instruments governing the debt may restrict their
    ability to pay dividends or make other payments. If either we or our subsidiaries is
    unable to receive all of the revenues from our operations through these contractual or
    dividend arrangements we may be un able to declare dividends on our Common Stock.
    Moreover, we do not intend to pay cash dividends in the future, but to use any earnings to
    develop and grow our business.
We may be subject to foreign exchange controls in the PRC.
Our PRC subsidiaries are subject to PRC rules and regulations on currency conversion. In
    the PRC, the State Administration for Foreign Exchange ("SAFE") regulates the
    conversion of the RMB into foreign currencies. Currently, foreign investment enterprises
    ("FIEs") are required to apply to SAFE for "Foreign Exchange Registration
    Certificate for FlEs. Our subsidiary is FIE. With such registration certifications (which
    need to be renewed annually), FlEs are allowed to open foreign currency accounts including
    the "recurrent account" and the "capital account". Currently,
    conversion within the scope of the "recurrent account" can be effected without
    requiring the approval of SAFE. However, conversion of currency in the "capital
    account" (e.g. for capital items such as direct investments, loans, securities, etc.)
    still requires the approval of SAFE. Our operations and business may be adversely affected
    if conversion of currency in the "capital account" is not approved by the SAFE.
Recent PRC State Administration of Foreign Exchange ("SAFE") Regulations
    regarding offshore financing activities by PRC residents have undergone a number of
    changes that may increase the administrative burden the Company faces. The failure by the
    Company's stockholders who are PRC residents to make any required applications and filings
    pursuant to such regulations may prevent the Company from being able to distribute profits
    and could expose the Company and its PRC resident stockholders to liability under PRC law.
SAFE issued a public notice (the "October Notice") effective November 1, 2005,
    which requires registration with SAFE by the PRC resident stockholders of any foreign
    holding company of a PRC entity.  Without registration, the PRC entity cannot remit
    any of its profits out of the PRC as dividends or otherwise; however, it is uncertain how
    the October Notice will be interpreted or implemented regarding specific documentation
    requirements for a foreign holding company formed prior to the effective date of the
    October Notice, such as in the Company's case. While only the PRC resident stockholders
    who receive the ownership of the foreign holding company in exchange for ownership in the
    PRC operating company are subject to the October Notice, there can be no assurance that
    SAFE will not require the Company's other PRC resident stockholders to make disclosure. In
    addition, the October Notice requires that any monies remitted to PRC residents outside of
    the PRC be returned within 180 days; however, there is no indication of what the penalty
    will be for failure to comply or if stockholder non-compliance will be considered to be a
    violation of the October Notice by the Company or otherwise affect the Company.
In the event that the proper
    procedures are not followed under the SAFE October Notice, we could lose the ability to
    remit monies outside of the PRC and would therefore be unable to pay dividends or make
    other distributions. Our PRC resident stockholders could be subject to fines, other
    sanctions and even criminal liabilities under the PRC Foreign Exchange Administrative
    Regulations promulgated January 29, 1996, as amended.
26
Failure to
    comply with PRC regulations relating to the establishment of offshore special purpose
    companies by PRC residents may subject our PRC resident stockholders to personal
    liability, limit our ability to acquire PRC companies or to inject capital into our PRC
    subsidiaries, limit our PRC subsidiaries' ability to distribute profits to us or otherwise
    materially adversely affect us.
In October 2005, SAFE issued the Notice on Relevant Issues in the Foreign Exchange Control
    over Financing and Return Investment Through Special Purpose Companies by Residents Inside
    China, generally referred to as Circular 75, which required PRC residents to register with
    the competent local SAFE branch before establishing or acquiring control over an offshore
    special purpose company, or SPV, for the purpose of engaging in an equity financing
    outside of China on the strength of domestic PRC assets originally held by those
    residents. Amendments to registrations made under Circular 75 are required in connection
    with any increase or decrease of capital, transfer of shares, mergers and acquisitions,
    equity investment or creation of any security interest in any assets located in China to
    guarantee offshore obligations. In the case of an SPV which was established, and which
    acquired a related domestic company or assets, before the implementation date of Circular
    75, a retroactive SAFE registration was required. Failure to comply with the requirements
    of Circular 75, may result in fines and other penalties under PRC laws for evasion of
    applicable foreign exchange restrictions. Any such failure could also result in the SPV's
    affiliates being impeded or prevented from distributing their profits and the proceeds
    from any reduction in capital, share transfer or liquidation to the SPV, or from engaging
    in other transfers of funds into or out of China.
We have asked our stockholders who are PRC residents as defined in Circular 75 to register
    with the relevant branch of SAFE, as currently required, in connection with their equity
    interests in us and our acquisitions of equity interests in our PRC subsidiaries. However,
    we cannot provide any assurances that they can obtain the above SAFE registrations
    required by Circular 75. Moreover, because of uncertainty over how Circular 75 will be
    interpreted and implemented, and how or whether SAFE will apply it to us, we cannot
    predict how it will affect our business operations or future strategies. For example, our
    present and prospective PRC subsidiaries' ability to conduct foreign exchange activities,
    such as the remittance of dividends and foreign currency-denominated borrowings, may be
    subject to compliance with Circular 75 by our PRC resident beneficial holders.
In addition, such PRC residents may not always be able to complete the necessary
    registration procedures required by Circular 75. We also have little control over either
    our present or prospective direct or indirect stockholders or the outcome of such
    registration procedures. A failure by our PRC resident beneficial holders or future PRC
    resident stockholders to comply with Circular 75, if SAFE requires it, could subject these
    PRC resident beneficial holders to fines or legal sanctions, restrict our overseas or
    cross-border investment activities, limit our subsidiaries' ability to make distributions
    or pay dividends or affect our ownership structure, which could adversely affect our
    business and prospects.
Uncertainties with respect to the PRC legal system could adversely affect us.
We will conduct a substantial and increasing portion our business through subsidiaries and
    affiliated entities based in China. Our operations in China are governed by PRC laws and
    regulations. Our subsidiaries are generally subject to laws and regulations applicable to
    foreign investments in China and, in particular, laws applicable to wholly foreign-owned
    enterprises. The PRC legal system is based on written statutes. Prior court decisions may
    be cited for reference but have limited precedent value.
Since 1979, PRC legislation and
    regulations have significantly enhanced the protections afforded to various forms of
    foreign investments in China. However, China has not developed a fully integrated legal
    system and recently-enacted laws and regulations may not sufficiently cover all aspects of
    economic activities in China. In particular, because these laws and regulations are
    relatively new, and because of the limited published decisions and their non-binding
    nature, the interpretation and enforcement of these laws and regulations involve
    uncertainties. In addition, the PRC legal system is based in part on governmental policies
    and internal rules (some of which are not published on a timely basis or at all) that may
    have a retroactive effect. As a result, we may not be aware of our violation of these
    policies and rules until after the occurrence of the violation. In addition, any
    litigation in China may be protracted and result in substantial costs and diversion of
    resources and management attention.
27
Governmental
    control of currency conversion may affect the value of your investment.
The PRC government imposes
    controls on the conversion of RMB to foreign currencies and, in certain cases, the
    remittance of currencies out of China. As our internet and advertising business expands,
    we expect to derive an increasing percentage of our revenues in RMB. Under our current
    structure, we expect our income will be primarily derived from dividend payments from our
    PRC subsidiaries. Shortages in the availability of foreign currency may restrict the
    ability of our PRC subsidiaries and our affiliated entities to remit sufficient foreign
    currency to pay dividends or other payments to us, or otherwise satisfy their foreign
    currency denominated obligations. Under existing PRC foreign exchange regulations,
    payments of current account items, including profit distributions, interest payments and
    expenditures from trade-related transactions, can be made in foreign currencies without
    prior approval from the PRC State Administration of Foreign Exchange by complying with
    certain procedural requirements. However, approval from appropriate government authorities
    is required when RMB is to be converted into foreign currency and remitted out of China to
    pay capital expenses such as the repayment of bank loans denominated in foreign
    currencies. The PRC government may also at its discretion restrict access in the future to
    foreign currencies for current account transactions. If the foreign exchange control
    system prevents us from obtaining sufficient foreign currency to satisfy our demands, we
    may not be able to pay dividends in foreign currencies to our stockholders, including
    holders of our Common Stock.
Fluctuation in the value of RMB may have a material adverse effect on your investment.
The value of RMB against the U.S. dollar and other currencies may fluctuate and is
    affected by, among other things, changes in political and economic conditions. On July 21,
    2005, the PRC government changed its decades-old policy of pegging the value of the RMB to
    the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow
    and managed band against a basket of foreign currencies. This change in policy has
    resulted in an approximately 2.0% appreciation of the RMB against the U.S. dollar. While
    the international reaction to the RMB revaluation has generally been positive, there
    remains significant international pressure on the PRC government to adopt a more flexible
    currency policy, which could result in a further and significant appreciation of the RMB
    against the U.S. dollar. As our internet and advertising business continues to grow, a
    greater portion of our revenues and costs will be denominated in RMB, while a significant
    portion of our financial assets may be denominated in U.S. dollars. We expect to rely
    significantly on dividends and other fees paid to us by our subsidiaries and affiliated
    entities in China. Any significant revaluation of RMB may materially and adversely affect
    our cash flows, revenues, earnings and financial position, and the value of, and any
    dividends payable on, our Common Stock in U.S. dollars. For example, an appreciation of
    RMB against the U.S. dollar would make any new RMB denominated investments or expenditures
    more costly to us, to the extent that we need to convert U.S. dollars into RMB for such
    purposes.
We may not be able to consolidate the financial results of some of our affiliated
    companies or such consolidation could materially adversely affect our operating results
    and financial condition.
For PRC regulatory reasons, much of our operations are/will be conducted through
    affiliated companies which currently are considered for accounting purposes as variable
    interest entities ("VIEs"), and we are considered the primary beneficiary,
    enabling us to consolidate its financial results in our consolidated financial statements.
    In the event that in the future a company we hold as a VIE would no longer meet the
    definition of a VIE, or we are deemed not to be the primary beneficiary, we would not be
    able to consolidate line by line that entity's financial results in our consolidated
    financial statements for PRC purposes. Also, if in the future an affiliate company becomes
    a VIE and we become the primary beneficiary, we would be required to consolidate that
    entity's financial results in our consolidated financial statements for PRC purposes. If
    such entity's financial results were negative, this could have a corresponding negative
    impact on our operating results for PRC purposes. However, any material variations in the
    accounting principles, practices and methods used in preparing financial statements for
    PRC purposes from the principles, practices and methods generally accepted in the United
    States and in the SEC accounting regulations must be discussed, quantified and reconciled
    in financial statements for United States and SEC purposes.
28
RISKS RELATED TO THE ELECTRICAL AND ELECTRONICS SECTOR IN
    MALAYSIA
Electrical and electronics sector is not homogeneous
    and therefore has its own life cycle and is difficult to track.
The E & E sector is not homogeneous, covering a
    wide range of products and technologies including consumer electronics, semiconductors,
    personal computers, RF (radio frequency) and Wireless Systems, Test and Measurement as
    well as Light Emitting Diodes (LEDs). This diversity makes the sector difficult to track,
    as each of these technologies, individually, has its own life cycle, value supply chain,
    and accordingly issues and challenges. While the focus thus far has been on individual
    companies and their needs, there is a strong need to look at these companies as part of a
    technology platform ecosystem and understand how the activities can be expanded,
    integrated and linked to the local economy, so that a more holistic picture of the
    ecosystem emerges.
The industry is dominated by the MNCs and the role of
    local companies has largely been confined to being vendors, suppliers or outsourcing
    partners. Despite this sector being in Malaysia for more than 35 years, there is no
    internationally acclaimed Malaysian company in this field. The role of local vendors,
    largely in the fields of metalworking (machining, mould and die, stamping) and plastics
    (injection moulding) and packaging and testing has been challenged by the practice of
    international procurement, driven by processes such as e-Bidding and Approved Vendor
    lists. Inability to secure long-term steady revenue and faced with cyclical demand that
    requires considerable staying power, many local companies shifted into other areas of
    business or downsized.
Rapid technological developments can render
    the present technology utilised by E & E companies obsolete
Rapid technological developments can render the present
    technology utilised by E & E companies obsolete and result in the inability of these
    companies to compete effectively. Realising that technology is a vital component in
    product development and manufacturing, such companies should provide for continuous
    research and development to ensure that its products maintain a high standard and quality
    suitable for its clients' brand names. The research and development undertaken also
    encompasses improvement to product design, material and finished goods development.
Increase competition in China will have
    downward pressure on our pricing, business and profitability.
The WTO, AFTA and other regional arrangements will
    further liberalise trade, intensifying competition both in the domestic as well as
    international markets. The strong emergence of China in the global economy will also
    increase competition, particularly for the common exports of both countries.
At the firm and industry levels, initiatives must be
    taken to increase productivity so as to reduce the cost of production and raise the
    quality of the product or service. This will require firms to upgrade their technology by
    introducing new machinery and raising technological capability. Efforts towards this end
    must also be complemented by increasing labour productivity through continuous skill
    upgrading of employees as well as improving entrepreneurial and managerial skills. In
    addition, firms need to accelerate the implementation of the productivity linked wage
    system.
Pricing of key components such as oil and
    crucial parts may fluctuate and increase our costs and reducing our profitability.
The E & E manufacturing activities are dependent on
    petrochemical based raw materials; this includes raw materials for its parts and
    components. Hence, fluctuations in the price of oil could affect the E & E companies'
    cost structure whereby sudden increases in oil prices would impinge on their
    profitability.
Also, the availability of raw materials will invariably
    have an impact on the performance of E & E manufacturing based companies which source
    its raw materials both locally and overseas. However, there can be no assurance that any
    shortages in raw materials will not have any impact on the performance of these companies.
We are subject to foreign exchange
    fluctuations and government imposition of restrictions to capital market
Most E & E companies are subject to foreign
    exchange fluctuations through the import of raw materials and export of finished goods.
    Previously, the Malaysian government imposed capital market restrictions and fixed the
    exchange rate of USD1 to RM3.80. Currently however, there can be no assurance that the
    removal of the capital control regime will not affect the performance of these companies.
29
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain
    information as of June 8, 2012 regarding the beneficial ownership of our Common Stock,
    taking into account the consummation of the Acquisition, by (i) each person or entity who,
    to our knowledge, beneficially owns more than 5% of our Common Stock; (ii) each executive
    officer and named officer; (iii) each director; and (iv) all of our officers and directors
    as a group.
Name/Address
(1)
Common
Stock
Common
Stock
Options
Exercisable
Within
60 Days
Total Stock
and Stock
Based
Holdings
(1)
%
Ownership
(2)
Con Unerkov
(3) (4)(5)
Level 5, Suite 2, Malcolm Reid Building, 187 Rundle Street, Adelaide, SA 5000
32,619,863
-
32,619,863
2.87%
Mohd
    Mahyudin bin Zainal
(3)(4)(9)
Lot 8299, Kampung Delek, 41250 Klang, Selangor, Malaysia
57,404,774
-
57,404,774
5.06%
Norlizah binti Zainal
(3)(4)(8)
Lot 8299, Kampung Delek, 41250 Klang, Selangor, Malaysia
79,864,392
-
79,864,392
7.04%
Lam Pui Kit
(3)
    (7)
No.4, Dong Wen Chan Street, West City District, Beijing, China.
62,500,000
-
62,500,000
5.51%
Mohd Khairudin bin Ramli
(3)
A-15-2, Ipoh Kiara Kondo, Lebuh Bercham Selatan, 31400 Ipoh, Perak, Malaysia
-
-
-
-
Mohd
    Suhaimi bin Rozali
( 4)
Lot 2158, Jalan Hassan, Kg Sungai Udang, 41250 Klang, Selangor, Malaysia
-
-
-
-
All officers and
    directors as a group (6 persons)
232,389,029
-
232,389,029
20.48%
ECE
    Technologies Sdn. Bhd. (ECE), of No. 55 Jalan Snuker 13/28,
Tadisma Business Park, Section 13, 40100 Shah Alam, Malaysia
358,779,837
-
358,779,837
31.62%
Maxcom Group
    International Ltd. (MGIL) of P.O. Box 957, Offshore Incorporations Centre, Road Town,
    Tortola, British Virgin Islands.
141,666,668
-
141,666,668
12.48%
Liu
    Kang
(6)
, No 42, Tujilin Wuchan, Wuhan City, Hubei Ching, China.
141,666,668
-
141,666,668
12.48%
Central High
    Limited (CHL), of
P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands.
125,000,000
-
125,000,000
11.01%
Norjannah
    binti Zainal
(10)
79,864,392
-
79,864,392
7.04%
30
Notes:
(1)
Except as otherwise indicated, based on information furnished by the owners, we believe
    that the beneficial owners listed above have sole voting and investment power with respect
    to all shares of Common Stock shown as beneficially owned by them, subject to community
    property laws where applicable and to the information contained in the footnotes to this
    table. Beneficial ownership is determined in accordance with the rules of the SEC and
    generally includes voting or investment power with respect to securities. Unless otherwise
    indicated, the address of the beneficial owner is c/o China Media Group Corporation at
    1402 Wan Chai Commercial Center, 194-204 Johnston Road, Wanchai, Hong Kong.
(2)
For purposes of computing the percentage of outstanding Common Stocks held by each person
    or group of persons named above, any shares that such person or group has the right to
    acquire within 60 days are deemed outstanding but are not deemed to be outstanding for
    purposes of computing the percentage ownership of any other person or group. As of the
    date of the table above and based on the 1,113,623,296 outstanding shares of our Common
    Stock immediately following the Acquisition and the options entitling the holders to
    purchase 21,205,376 additional shares of our Common Stock.
(3)
A director of Company as at the date of this report.
(4)
An officer of Company as at the date of this report.
(5)
Includes 31,250,000 shares of Common Stock held by CHL. Mr. Con Unerkov holds 25%
    shareholding of CHL.
(6)
Includes 141,666,668 shares of Common Stock held by MGIL. Mr. Liu Kang is a director and
    holds 100% shareholding of MGIL.
(7)
Includes 62,500,000 shares of Common Stock held by CHL. Mr. Lam Pui Kit is a director and
    holds 50% shareholding of CHL.
(8)
Includes 79,864,392 shares of Common Stock indirectly held by Ms. Norlizah binti Zainal
    through the holding of ECE. Ms. Norlizah binti Zainal
holds 22.26% of ECE. Ms.
    Norlizah binti Zainal is a sibling of Mr. Mohd Mahyudin bin Zainal.
(9)
Includes 57,404,774 shares of Common Stock indirectly held by the spouse of Mr. Mohd
    Mahyudin bin Zainal, Ms. Nuriati binti Mohd Nordin through the holding of ECE. Ms. Nuriati
    binti Mohd Nordin holds 16.0% of ECE.
(10)
Includes 79,864,392 shares of Common Stock indirectly held by Norjannah binti Zainal
    through the holding of ECE. Ms. Norjannah binti Zainal holds 22.26% of ECE. Ms. Norjannah
    binti Zainal is the sibling of Mr. Mohd Mahyudin bin Zainal and Ms. Norlizah binti Zainal.
31
Executive
    Officers and Directors
The following persons became our executive officers and directors immediately after
    closing and hold the positions set forth opposite their respective names.
NAME
AGE
POSITION
Mohd
    Mahyudin bin ZAINAL
43
Director
    President and Chief Executive Officer
Norlizah binti
    ZAINAL
47
Director and Chief
    Technology Officer
Mohd
    Khairudin bin RAMLI
41
Director
Con UNERKOV
43
Non Executive
    Director
LAM
    Pui Kit
71
Non
    Executive Director
Mohd Suhaimi bin ROZALI
51
Chief Financial Officer, Treasurer, Secretary
Our directors hold office until the earlier of their death, resignation or removal by
    stockholders or until their successors have been qualified. Our officers are elected
    annually by, and serve at the pleasure of, our board of directors.
Biographies
Directors and Officers
MOHD MAHYUDIN BIN ZAINAL
.
Mr. Zainal was appointed
    as Director and Chief Executive Officer of the Company on June 8, 2012. Since August 2008,
    Mr. Zainal has been the Chief Executive Officer of ECE Technologies Sdn. Bhd which is now
    the major shareholder of China Media Group Corporation. Mr. Zainal obtained a Bachelor of
    Law Degree LLB (Hons) from Universiti Kebangsaan Malaysia and has been admitted as
    Advocate & Solicitor of High Court Of Malaya in 1994. He has extensive experience in
    many spheres of law including commercial litigation, conveyancing and corporate legal
    practice. He has been involved in large scale corporate restructuring exercises involving
    corporate restructuring, mergers and acquisitions of public listed companies locally in
    Malaysia and also acquisitions of foreign companies in South East Asia. He was directly
    involved in the listing of Mutiara Goodyear Development Berhad on the Main Board of Bursa
    Malaysia and the restructuring of Idaman Unggul Berhad (formerly known as Idris Hydraulic
    (M) Berhad). He was also directly involved in the establishment of Tahan Insurance Berhad
    via the merger of three insurance companies namely Talasco Insurance Berhad, Tenaga
    Insurance Berhad and People Insurance Berhad.
Prior to joining ECE
    Technologies in August 2008, he was a Chief Executive Officer/President of WWCable Berhad
    (company listed in Bursa Malaysia). He was involved in various industries such as
    manufacturing, property development, construction, financial and insurance and also an
    Executive Director and Director of several public listed companies listed in Bursa
    Malaysia namely Idaman Unggul Berhad, Idris Hydraulic Berhad, Mutiara Goodyear Development
    Berhad, Sern Kou Resources Berhad, Tap Resouces Berhad. He was also Director of Talasco
    Insurance Berhad, People Insurance Berhad and Tahan Insurance Berhad. Mr. Zainal is not an
    officer or director of any reporting company.
32
NORLIZAH BINTI
    ZAINAL
. Ms. Zainal was appointed as Director and Chief Technology Officer of the
    Company on June 8, 2012. Ms. Zainal graduated with a Degree in Electrical Engineering
    (Hons) from Universiti Teknologi Malaysia in 1989 and obtained a Diploma in Translation
    (Science and Technical) from Dewan Bahasa dan Pustaka Malaysia in 1990. She was attached
    to Muhibbah Engineering CMS Berhad as a consultant engineer before joining Ericsson
    Telecommunications, Malaysia in 1990. During her eleven years at Ericsson, she was
    responsible for local and international tenders as well as conducting training for local
    and international staff and clients. In 2002, she joined Unique Network Sdn Bhd. She
    joined ECE Technologies, the now major shareholder of China Media Group Corporation, on
    August 1, 2008 as Chief Technical Officer. Ms. Zainal is not an officer nor a director of
    any reporting company.
CON UNERKOV
. Mr. Con Unerkov has been our CFO and one of our directors since September
    14, 2005 and has resigned as CFO on June 8, 2012. Mr. Unerkov has held senior management
    and consulting roles in a wide range of industries from Telecommunications, Banking and
    Finance, Transport and Government, and most recently was the Chairman and CEO of various
    telecommunication companies in Asia. Mr. Unerkov is a graduate of the University of South
    Australia. Mr. Unerkov is also a Director of Oakridge International Corporation.
LAM PUI KIT
. Mr. Lam was appointed as Treasurer, Secretary and one of our directors on
    April 8, 2011 and resigned as our treasurer and secretary on June 8, 2012. Mr. Lam is a
    seasoned businessman with over 40 years of experience in China. Mr. Lam is the Director of
    Beijing Ren Ren Health Culture Promotion Co., Ltd. and the consul general for China
    Medical Foundation. For the past 5 years, Mr. Lam has been doing trading business in
    China. Mr. Lam is not an officer or director of any reporting company.
MOHD KHAIRUDIN BIN RAMLI
. Mr. Ramli was appointed to be our director on March 9, 2012.
    Mr. Ramli is a seasoned businessman with over 15 years of experience in Malaysia and South
    East Asia. Mr. Ramli has broad experience and proven ability to execute and deliver
    successful business operations and proven his entrepreneurship skills. For the past 5
    years, Mr. Ramli has been engaged in trading business in Malaysia. Mr. Ramli is not an
    officer or director of any reporting company.
MOHD SUHAIMI BIN ROZALI.
Mr. Rozali was appointed Chief Financial Officer, Treasurer
    and Secretary of the Company on June 8, 2012. Mr Rozali graduated from Universiti
    Teknologi Mara and started his career with Bank Bumiputra Malaysia Berhad, serving at its
    branches and in the commercial banking division. He later joined the public listed
    company, Idris Hydraulic (Malaysia) Bhd ("IHMB") in November 2000 and was part
    of the white knight's team that undertook the comprehensive corporate debt restructuring
    exercise of IHMB. Upon the completion of the restructuring exercise of IHMB, the white
    knight company, Idaman Unggul Berhad ("IUB") assumed the listing status of IHMB
    and was listed on the Main Board of Bursa Malaysia on November 2003. Mr Rozali left IUB to
    join Transmission Resources Sdn. Bhd . in November 2005, before leaving Transmission
    Resources Sdn. Bhd. to set up his own company in February 2007. He joined ECE Technologies
    in December 2009. Mr. Rozali is not an officer or director of any reporting company.
There are no orders, judgments, or decrees of any governmental agency or administrator, or
    of any court of competent jurisdiction, revoking or suspending for cause any license,
    permit or other authority to engage in the securities business or in the sale of a
    particular security or temporarily or permanently restraining any of our officers or
    directors from engaging in or continuing any conduct, practice or employment in connection
    with the purchase or sale of securities, or convicting such person of any felony or
    misdemeanor involving a security, or any aspect of the securities business or of theft or
    of any felony. Nor are any of the officers or directors of any corporation or entity
    affiliated with us so enjoined.
Mr. Mohd Mahyudin bin Zainal and Ms. Norlizah binti Zainal are siblings and there are no
    other family relationships among any of our officers and directors.
33
Executive Compensation
The
    table below sets forth, for our last two fiscal years, the compensation earned by our
    directors and executive officers. The following table sets forth the annual and long-term
    compensation for services in all capacities to the Company for its fiscal year ended
    December 31, 2011 paid to our directors and executive officers who earned more than
    $100,000 per year at the end of the last completed fiscal year. We refer to all of these
    officers collectively as our "named executive officers."
SUMMARY COMPENSATION TABLE
Name and principal position
Year
(1)
Salary ($)
Bonus ($)
Stock Awards
($)
Option Awards
($)
Non-Equity Incentive Plan Compensation
($)
Nonqualified Deferred Compensation Earnings
($)
All Other Compensation ($)
Total ($)
Cheng Pheng Loi
(7)
2011
-
-
-
-
-
-
-
-
2010
9,000
-
-
-
-
-
-
9,000
Con Unerkov
(4)
2011
-
-
-
-
-
-
-
-
2010
-
-
-
-
-
-
-
-
Alex Ho
(8)
2011
-
-
-
-
-
-
-
-
2010
-
-
-
-
-
-
-
-
Pui Kit Lam
(5)
2011
3,943
-
-
-
-
-
-
3,943
Mohd Khairudin bin
    Ramli
(6)
2011
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Mohd
    Mahyudin bin Zainal
(2)
2011
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Norlizah binti
    Zainal
(3)
2011
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Mohd
    Suhaimi bin Rozali
(9)
2011
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(1)
Figures represent the year ended December 31 for the indicative years.
(2)
Mr. Mohd Mahyudin bin
    ZAINAL was appointed as CEO, President and Director on June 8, 2012.
(3)
Ms. Norlizah binti
    ZAINAL was appointed as CTO and Director on June 8, 2012.
(4)
Mr. Con Unerkov was
    the CFO, and Director. Mr. Unerkov resigned as the CFO on June 8, 2012.
(5)
Mr. Pui Kit Lam was
    the Treasurer, Secretary, and Director since April 8, 2011. Mr. Lam resigned as Treasurer
    and Secretary on June 8, 2012.
(6)
Mr. Mohd Khairudin
    bin Ramli was appointed as Director on March 9, 2012.
(7)
Mr. Cheng Pheng Loi
    was the President, CEO, and Director of the Company with effect from May 2009 until June
    8, 2012 when he resigned from all position.
(8)
Mr. Alex Ho was the
    Treasurer, Secretary, and Director for 2010 and for the period until April 8, 2011 when he
    resigned.
(9)
Mr. Mohd Suhaimi bin
    Rozali was appointed as CFO on June 8, 2012.
No options were issued nor exercised by our executive officers or directors during the
    year ended December 31, 2011 and 2010.
Employment Agreements
Mr. Pheng Cheng LOI is working
    on 3 months contracts at a monthly fee of US$3,000. Messrs. Unerkov, and Ho did not
    receive any salary for 2011 and 2010. Mr. Lam received a salary remuneration of $3,943 in
    2011.
34
Stock Option Plan
We have
    two equity compensation plans: (1) the 2002 Stock Option Plan and (2) the 2007 Stock
    Incentive Plan. The following table presents information relating to these plans as of the
    date of this report.
EQUITY COMPENSATION PLAN INFORMATION.
Plan Category
Number
    of Securities to be issued upon Exercise of outstanding options, warrants and rights
Weighted
    average of exercise price of outstanding options, warrants and rights
Number
    of securities remaining available for future issuance under equity compensation plans
    (Excluding securities reflected in column a)
(a)
(b)
(c)
Equity
    compensation plans approved by security holders
19,000,000
$0.010
158,011,112
Equity
    compensation plans not approved by security holders
5,811,300
-
32,588,700
Total
24,811,300
$0.010
190,599,812
2002 Stock
    Option Plan
In October 2002, our Board of
    Directors authorized and approved the adoption of the 2002 Stock Option Plan effective the
    same date (the "2002 Stock Option Plan").
The purpose of the 2002 Stock Option
    Plan was to enhance our long-term stockholder value by offering opportunities to our
    directors, officers, employees and eligible consultants to acquire and maintain stock
    ownership in order to give these persons the opportunity to participate in our growth and
    success, and to encourage them to remain in our service.
The 2002 Stock Option Plan is
    administered by our Board of Directors or a committee ("Plan Administrator")
    appointed by and consisting of two or more members of our Board of Directors, which shall
    determine (i) the persons to be granted stock options under the 2002 Stock Option Plan;
    (ii) the number of shares subject to each option, the exercise price of each stock option;
    and (iii) whether the stock option shall be exercisable at any time during the option
    period of ten years or whether the stock option shall be exercisable in installments or by
    vesting only. The 2002 Stock Option Plan provides authorization to the Board of Directors
    to grant stock options to purchase a total number of shares not to exceed 211,111,112
    shares as at the date of adoption by the Board of Directors. At the time a stock option is
    granted under the 2002 Stock Option Plan, the Plan Administrator shall fix and determine
    the exercise price at which shares may be acquired.
In the event an optionee ceases to
    be employed by or to provide services to us for reasons other than cause or voluntary
    resignation of position, any stock option that is vested and held by such optionee
    generally may be exercisable within up to one year after the effective date that his
    position ceases, and after such one year period any unexercised stock option shall expire.
    In the event an optionee ceases to be employed by or to provide services to us for reasons
    of cause or voluntary resignation from the position, any stock option that is vested and
    held by such optionee shall forthwith terminate.
No stock options granted under the
    2002 Stock Option Plan will be transferable by the optionee other than by will or by the
    laws of descent and distribution following the optionee's death, and each stock option
    will be exercisable during the lifetime of the optionee subject to the option period of
    ten years or limitations described above.
35
The
    exercise price of a stock option granted pursuant to the 2002 Stock Option Plan shall be
    paid in full to us by delivery of consideration equal to the product of the number of
    shares covered multiplied by the exercise price.
The 2002 Stock Option Plan further
    provides that the Plan Administrator may grant to any key individuals who are employees
    eligible to receive options one or more incentive stock options to purchase the number of
    shares allotted by the Board of Directors (the "Incentive Stock Options"). The
    option price per share of Common Stock deliverable upon the exercise of an Incentive Stock
    Option shall be at least 100% of the fair market value of the shares and in the case of an
    Incentive Stock Option granted to an optionee who owns more than 10% of the total combined
    voting power of all classes of our stock, shall not be less than 110% of the fair market
    value. The option term of each Incentive Stock Option shall be determined by the Plan
    Administrator, and shall not commence sooner than from the date of grant and shall
    terminate no later than ten years from the date of grant, except for an optionee who owns
    more than 10% of the total combined voting power of all classes of our stock and whose
    Incentive Stock Option shall terminate no later than five year from the date of grant.
On December 23, 2006 and May 18, 2007, the Board of Directors authorized and approved the
    grant of stock options to acquire an aggregate of 21,800,000 shares and 12,300,000 shares
    respectively under the 2002 Stock Option Plan to key employees, directors and officers. In
    2007, 4,300,000 stock options were cancelled due to resignation of option holders. In May
    2010, 12,300,000 stock options expired.
There were 19,000,000 stock options
    issued in 2010. As of  the date of this report, there were a total of 19,000,000
    outstanding stock options to purchase shares of our Common Stock under the 2002 Stock
    Option Plan.
2007 Stock Incentive Plan
On February 19, 2007, our
    Board of Directors authorized and approved the adoption of the 2007 Stock Incentive Plan
    effective the same date (the "2007 Stock Incentive Plan").
The purpose of the 2007 Stock
    Incentive Plan is to enhance our long-term stockholder value by offering opportunities to
    our directors, officers, employees and eligible consultants to acquire and maintain stock
    ownership in order to give these persons the opportunity to participate in our growth and
    success, and to encourage them to remain in our service.
The 2007 Stock Incentive Plan is to
    be administered by our Board of Directors or a committee ("Plan Administrator")
    appointed by and consisting of two or more members of our Board of Directors, which shall
    determine (i) the persons to be granted stock options under the 2007 Stock Incentive Plan;
    (ii) the number of shares subject to each option, the exercise price of each stock option;
    and (iii) whether the stock option shall be exercisable at any time during the option
    period of ten years or whether the stock option shall be exercisable in installments or by
    vesting only. The 2007 Stock Incentive Plan provides authorization to the Board of
    Directors to grant stock options to purchase a total number of shares, not exceed
    38,400,000 shares as at the date of adoption by the Board of Directors. At the time a
    stock option is granted under the 2007 Stock Incentive Plan, the Board of Directors shall
    fix and determine the exercise price at which shares of our Common Stock may be acquired.
In the event an optionee ceases to
    be employed by or to provide services to us for reasons other than cause, retirement,
    disability or death, any stock option that is vested and held by such optionee generally
    may be exercisable for such period of time thereafter as shall be determined by the Plan
    Administrator and set forth in the documents evidencing the option. The Plan Administrator
    shall have complete discretion either at the time an option is granted or at any time
    while the option remains outstanding, to i) extend the period of time which the option is
    to be exercisable following the optionees cessation of service, but not beyond the
    expiration of the option term and/or ii) permit the option to be exercised after the
    cessation of employment of both vested and unvested options at the time of cessation of
    employment.
No stock options granted under the
    2007 Stock Incentive Plan will be transferable by the optionee other than by will or by
    the laws of descent and distribution following the optionee's death, and each stock option
    will be exercisable during the lifetime of the optionee subject to the option period of
    ten years or limitations described above. The options can be assigned in whole or in part
    during the Optionee's lifetime to one or more members of the optionee's immediate family,
    provided the assignment is connected to estate planning or pursuant to a domestic
    relations order.
36
The
    exercise price of a stock option granted pursuant to the 2007 Stock Incentive Plan shall
    be paid in full to us by delivery of consideration equal to the product of the number of
    shares multiplied by the exercise price. Any stock option settlement, including payment
    deferrals or payments deemed made by way of settlement of pre-existing indebtedness from
    the Company may be subject to such conditions, restrictions and contingencies as may be
    determined by the Plan Administrator.
The 2007 Stock Incentive Plan
    further provides that, subject to the provisions of the 2007 Stock Incentive Plan and
    prior Stockholder approval, the Board of Directors may grant to any key individuals who
    are our employees eligible to receive options, one or more incentive stock options to
    purchase the number of shares of Common Stock allotted by the Board of Directors (the
    "Incentive Stock Options"). The option price per share of Common Stock
    deliverable upon the exercise of an Incentive Stock Option shall be at lease 100% of the
    fair market value of the Common Shares of the Company and in the case of an Incentive
    Stock Option granted to an optionee who owns more than 10% of the total combined voting
    power of all classes of our stock, shall not be less than 110% of the fair market value of
    our Common Stock. The option term of each Incentive Stock Option shall be determined by
    the Plan Administrator, which shall not commence sooner than from the date of grant and
    shall terminate no later than ten years from the date of grant of the Incentive Stock
    Option, except for optionee who owns more than 10% of the total combined voting power of
    all classes of our stock whom shall terminate no later than five year from the date of
    grant of the Incentive Stock Option.
On March 8, 2007, we registered
    38,400,000 shares underlying stock options under the 2007 Stock Incentive Plan with the
    SEC pursuant to a registration statement on Form S-8.
In 2007, the Company issued 5,811,300 shares under
    the 2007 Stock Incentive Plan.
From 2008 to 2011, the Company did
    not issue any shares under the 2007 Stock Incentive Plan. In April 2012, the Company
    issued 711,009 shares under the 2007 Stock Incentive Plan.
As at the date of this report, (i)
    the Company has issued 6,522,309 shares under the 2007 Stock Incentive Plan, (ii) there
    are no outstanding stock options to purchase shares of our Common Stock under the 2007
    Stock Incentive Plan and, (iii) there are still 31,877,691 shares issuable under the 2007
    Stock Incentive Plan.
37
Issuer Purchases of Equity
    Securities
No repurchases
    of our Common Stock were made during the fourth quarter and during our fiscal year ended
    December 31, 2011.
Director Compensation
During the fiscal years ended December 31, 2011 and 2010, our directors did not receive
    any compensation from us for their services in such capacity and we do not foresee paying
    our directors any compensation for their services in such capacity in the future.
Directors' and Officers'  Liability Insurance
The Company does not have any directors' and officers' liability insurance insuring our
    directors and officers.
Code of Ethics
Our code of ethics that applies to our officers, directors and employees, including our
    principal executive officer and principal accounting officer are at our website at
    www.chinamediagroup.com.
Board Committees
We expect our board of directors, in the future, to appoint an audit committee, nominating
    committee and compensation committee, and to adopt charters relative to each such
    committee. We intend to appoint such persons to committees of the board of directors as
    are expected to be required to meet the corporate governance requirements imposed by a
    national securities exchange, although we are not required to comply with such
    requirements until we elect to seek a listing on a national securities exchange.
Certain Relationships and Related Transactions
Mr. Mohd Mahyudin bin ZAINAL and Ms. Norlizah binti ZAINAL are siblings.
Item 3.02     Unregistered Sales of Equity Securities
As of that Closing Date, the Board of Directors of the Company approved the issuance of
    558,779,837 restricted shares of the Company's Common Stock for the acquisition of ATeam.
The Securities were issued under through its officers, directors, and employees without
    commission under an exemption from registration under Rule 506 of Regulation D and/or
    Section 4(2) to accredited investors and less than 35 non-accredited investors.
Information set forth in Item 2.01 of this Current Report on Form 8-K with respect to the
    issuance of unregistered equity securities in connection with the Acquisition is
    incorporated by reference into this Item 3.02.
38
Description
    of Capital Stock
Authorized Capital Stock
We have authorized 85,000,000,000 shares of no par value
    shares of capital stock.
Capital Stock Issued and Outstanding
After giving effect to the Acquisition and the Common Shares granted for services in May
    2012 , we have issued and outstanding 1,113,623,296 share of Common Stock at June 8,
    2012 .
Common Stock
The holders of our Common Stock are entitled to one vote per share. The holders of our
    Common Stock are entitled to receive such dividends, if any, as may be declared by our
    board of directors out of legally available funds; however, the current policy of our
    board of directors is to retain earnings, if any, for operations and growth. The holders
    of our Common Stock have no preemptive, subscription, redemption or conversion rights.
Dividend Policy
There have been no cash dividends declared on our Common Stock since inception. It is the
    present policy of the Company to retain earnings to finance the growth and development of
    the business and, therefore, the Company does not anticipate paying dividends on its
    Common Stock in the foreseeable future.
The holders of our Common Stock are entitled to one vote for each share of record on all
    matters to be voted on by shareholders. There is no cumulative voting with respect to the
    election of our directors or any other matter. Therefore, the holders of more than 50% of
    the shares voted for the election of those directors can elect all of the directors. The
    holders of our Common Stock are entitled to receive dividends when, as and if declared by
    our Board of Directors from funds legally available therefore. Cash dividends are at the
    sole discretion of our Board of Directors. In the event of our liquidation, dissolution or
    winding up, the holders of Common Stock are entitled to share ratably in all assets
    remaining available for distribution to them after payment of our liabilities and after
    provision has been made for each class of stock, if any, having any preference in relation
    to our Common Stock. Holders of shares of our Common Stock have no conversion, preemptive
    or other subscription rights, and there are no redemption provisions applicable to our
    Common Stock.
Trading Information
Our Common Stock is currently approved for quotation on the OTC Bulletin Board maintained
    by the Financial Industry Regulatory Authority, Inc. under the symbol CHMD.OB.
39
Item 5.01 Changes in Control of
    Registrant.
Reference is made to the disclosure set forth under Item 2.01 of this Current Report on
    Form 8-K, which disclosure is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
    of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2012, the closing date of the Acquisition, the following changes were made to
    our board of directors and our officers of the Company:
Mr. Con Unerkov resigned as the Chief Financial Officer. There were no disagreements
    between Mr. Unerkov and the Company.
Mr. Cheng Pheng Loi resigned from the board of directors and as Chief Executive Officer.
    There were no disagreements between Mr. Loi and the Company.
Mr. Lam Pui Kit resigned as Treasurer and Secretary. There were no disagreements between
    Mr. Lam and the Company.
Mr, Mohd Mahyudin bin Zainal was appointed as Director and Chief Executive Officer of the
    Company. Mr. Zainal is the current Chief Executive Officer of ECE Technologies Sdn. Bhd,
    the now major shareholder of China Media Group Corporation. Prior to his appointment, Mr.
    Zainal obtained a Bachelor of Law Degree LLB (Hons) from Universiti Kebangsaan Malaysia
    and has been admitted as Advocate & Solicitor of High Court of Malaya in 1994. He has
    extensive experience in many spheres of law including commercial litigation, conveyancing
    and corporate legal practice. He has been involved in large scale corporate restructuring
    exercises involving corporate restructuring, mergers and acquisitions of public listed
    companies locally in Malaysia and also acquisitions of foreign countries in South East
    Asia. He was directly involved in the listing of Mutiara Goodyear Development Berhad on
    the Main Board of Bursa Malaysia and the restructuring of Idaman Unggul Berhad (formerly
    known as Idris Hydraulic (M) Berhad. He was also directly involved in the establishment of
    Tahan Insurance Berhad via the merger of three insurance companies namely Talasco
    Insurance Berhad, Tenaga Insurance Berhad and People Insurance Berhad. Prior to joining
    ECE Technologies, he was a Chief Executive Officer/President of WWCable Berhad (company
    listed in Bursa Malaysia). He was involved in various industries such as manufacturing,
    property development, construction, financial and insurance and also an Executive Director
    and Director of several public listed companies listed in Bursa Malaysia namely Idaman
    Unggul Berhad, Idris Hydraulic Berhad, Mutiara Goodyear Development Berhad, Sern Kou
    Resources Berhad, Tap Resouces Berhad. He was also Director of Talasco Insurance Berhad,
    People Insurance Berhad and Tahan Insurance Berhad. Mr. Zainal is not an officer or
    director of any other reporting company.
Ms. Norlizah binti Zainal was appointed as Director and Chief Technology Officer of the
    Company. Ms. Zainal graduated with a Degree in Electrical Engineering (Hons) from
    Universiti Teknologi Malaysia in 1989 and obtained a Diploma in Translation (Science and
    Technical) from Dewan Bahasa dan Pustaka Malaysia in 1990. She was attached to Muhibbah
    Engineering CMS Berhad as a consultant engineer before joining Ericsson
    Telecommunications, Malaysia in 1990. During her eleven years at Ericsson, she was
    responsible for local and international tenders as well as conducting training for local
    and international staff and clients. I n 2002, she resigned from Ericsson to join Unique
    Network Sdn Bhd. She joined ECE Technologies, the now major shareholder of China Media
    Group Corporation, on August 1, 2008 as Chief Technical Officer. Ms. Zainal is not an
    officer or director of any other reporting company.
Mr. Mohd Suhaimi bin Rozali was appointed Chief Financial Officer, Treasurer and Secretary
    of the Company. Mr Rozali graduated from Universiti Teknologi Mara and started his career
    with Bank Bumiputra Malaysia Berhad, serving at its branches and in the commercial banking
    division. He later joined the publicly listed company, Idris Hydraulic (Malaysia) Bhd
    ("IHMB") in November 2000 and was part of the white knight's team that undertook
    the comprehensive corporate debt restructuring exercise of IHMB. Upon the completion of
    the restructuring exercise of IHMB, the white knight company, Idaman Unggul Berhad
    ("IUB") assumed the listing status of IHMB and was listed on the Main Board of
    Bursa Malaysia on November 2003. Mr Rozali left IUB to join Transmission Resources Sdn Bhd
    in November 2005, before leaving Transmission Resources Sdn Bhd to set up his own company
    in February 2007. He joined ECE Technologies in December 2009.
Mr. Mohd Mahyudin bin Zainal and Ms. Norlizah binti Zainal are siblings and there are no
    other family relationships among any of our officers and directors.
Reference is made to the disclosure set forth under Item 2.01 of this Current Report on
    Form 8-K, which disclosure is incorporated herein by reference.
40
Item
    9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired. In accordance with Item 9.01(a), ATeam's
    audited financial statements for the fiscal years ended December 31, 2011 and 2010 are
    filed in this Current Report on Form 8-K as Exhibit 99.1.
(b)
Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current
    Report on Form 8-K.
Exhibit No.
Description
2.2
Sale Purchase Agreement between Good World Investments Limited, China Media Group
    Corporation and ECE Technologies Sdn. Bhd. dated March 15, 2012. (4)
2.3
Amendments
    to the Sale Purchase Agreement dated April 17, 2012, by and among Good World Investments
    Limited, China Media Group Corporation and ECE Technologies Sdn. Bhd. (5)
3.1
Articles of
    Incorporation. (1)
3.1.1
Certificate of
    Amendment to Article of Incorporation (2)
3.1.2
Certificate of Amendment to Articles of Incorporation, as amended (3)
3.2
Bylaws. (1)
99.1
A-Team Resources Sdn. Bhd. financial statements for the fiscal years ended
    December 31, 2011 and 2010. (6)
99.2
China Media Group
    Corporation and A-Team Resources Sdn. Bhd. proforma financial statements for the year
    ended December 31, 2011. (6)
(1)
Incorporated by reference to our Registration Statement on Form SB-2 filed with the
    Securities and Exchange Commission on April 15, 2003.
(2)
Incorporated by reference to our Current Report on Form 8-K as filed with the SEC on
    February 3, 2005.
(3)
Incorporated by reference to our Registration Statement on Form SB-2 filed with the
    Securities and Exchange Commission on March 16, 2007.
(4)
Incorporated by reference from the Company's Form 8-K filed on March 16, 2012.
(5
Incorporated by reference from Company's Form 8-K filed on April 20, 2012.
(6)
Filed herewith.
41
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
    Registrant has duly caused this report to be signed on its behalf by the undersigned
    thereunto duly authorized.
Date: June 11, 2012
CHINA MEDIA GROUP CORPORATION
By:
/s/ Mohd Mahyudin bin
    Zainal
Mohd
    Mahyudin bin Zainal
Chief
    Executive Officer
42
INDEX TO EXHIBITS
Exhibit No.
Description
99.1
A-Team Resources Sdn.
    Bhd. financial statements for the fiscal years ended December 31, 2011 and 2010.
99.2
China Media Group Corporation and A-Team Resources Sdn. Bhd. proforma financial statements
    for the year ended December 31, 2011.
43