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EX-32 - CHINA MULTIMEDIA, INC.exhibit321.htm
EX-31 - CHINA MULTIMEDIA, INC.exhibit311.htm
EX-31 - CHINA MULTIMEDIA, INC.exhibit312.htm
EX-32 - CHINA MULTIMEDIA, INC.exhibit322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


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

For the quarterly period ended December 31, 2010


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

For the transition period from ___________ to ______________


Commission File Number: 000-52388


CHINA MULTIMEDIA, INC.

 (Exact name of registrant as specified in its charter)


Nevada

 

98-0507257

(State or other jurisdiction of incorporation)

 

(IRS Employer Identification Number)

 

Rm 306, 3rd Floor,

Beautiful Group Tower, 77 Connaught Road,

Central, Hong Kong

(Address of principal executive offices)

(852) 2802-8663

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [ X ] Yes   [ ] No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.


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


Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]  (Do not check if a smaller reporting company)

Smaller reporting company [ X ]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).[X] Yes   [  ] No

As of February 11, 2011, there were 10,200,000 shares of voting common stock, $0.001 par value, of China Multimedia, Inc. issued and outstanding.


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PART I – FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS


The financial statements of China Multimedia, Inc., a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of China Multimedia, Inc., as included in its Form 10-K for the fiscal year ended September 30, 2010.


CHINA MULTIMEDIA, INC.


(A DEVELOPMENT STAGE COMPANY)


CONDENSED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED DECEMBER 31, 2010






Index to condensed financial statements






Page

Condensed balance sheets

3

Condensed statements of operations and comprehensive loss

4

Condensed statements of cash flows

5

Notes to condensed financial statements

6 -11





2




CHINA MULTIMEDIA, INC.


(A DEVELOPMENT STAGE COMPANY)


CONDENSED BALANCE SHEETS


AS OF DECEMBER 31, 2010 AND SEPTEMBER 30, 2010



 

As of

 

 

As of

 

 

December 31,

 

 

September 30,

 

 

2010

 

 

2010

 

 

(Unaudited)

 

 

(Audited)

 

 

US$

 

 

US$

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

1,143

 

 

1,205

 

 

 

 

 

 

 

Total assets

1,143

 

 

1,205

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accrued audit fee

5,651

 

 

4,705

 

Amount due to a stockholder (Note 10)

36,578

 

 

34,983

 

 

 

 

 

 

 

Total liabilities

42,229

 

 

39,688

 

 

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

 

Common stock - US$0.001 par value (Note 6) :

 

 

 

 

 

  Authorized 50,000,000 shares; 10,200,000 shares issued

 

 

 

 

 

   and outstanding in 2009

10,200

 

 

10,200

 

Additional paid-in capital

116,000

 

 

116,000

 

Accumulated deficit during the development stage

(167,479

)

 

(164,744

)

Accumulated other comprehensive income

193

 

 

61

 

 

 

 

 

 

 

Total stockholders’ deficit

(41,086

)

 

(38,483

)

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

1,143

 

 

1,205

 

 

 

 

 

 

 












See accompanying notes to condensed financial statements.



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CHINA MULTIMEDIA, INC.


(A DEVELOPMENT STAGE COMPANY)


CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009


AND FROM INCEPTION ON AUGUST 16, 2006 THROUGH DECEMBER 31, 2010



 

Cumulative

 

For the three months

 

 

total since

 

Ended December 31,

 

 

inception

 

2010

 

2009

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

US$

 

US$

 

US$

 

 

 

 

 

 

 

 

Revenue

7,737

 

-

 

-

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

Formation expenses

778

 

-

 

-

 

General and administrative expenses

174,453

 

2,735

 

4,828

 

 

 

 

 

 

 

 

Loss from operations

(167,494

)

(2,735

)

(4,828

)

Interest income

15

 

-

 

-

 

 

 

 

 

 

 

 

Loss before income taxes

(167,479

)

(2,735

)

(4,828

)

Income taxes (Note 4)

-

 

-

 

-

 

 

 

 

 

 

 

 

Net loss

(167,479

)

(2,735

)

(4,828

)

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

Foreign currency translation adjustment

193

 

132

 

14

 

 

 

 

 

 

 

 

Comprehensive loss

(167,286

)

(2,603)

 

(4,814)

)

 

 

 

 

 

 

 

Net loss per share :

 

 

 

 

 

 

Basic and diluted (Note 5)

(0.00

)

(0.00)

 

(0.00)

 

 

 

 

 

 

 

 

Weighted average number of outstanding shares :

 

 

 

 

 

 

Basic and diluted

3,865,916

 

10,200,000

 

10,200,000

 








See accompanying notes to condensed financial statements.



4




CHINA MULTIMEDIA, INC.


(A DEVELOPMENT STAGE COMPANY)


CONDENSED STATEMENTS OF CASH FLOWS


FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009


AND FROM INCEPTION ON AUGUST 16, 2006 THROUGH DECEMBER 31, 2010



 

Cumulative

 

For the three months

 

 

total since

 

ended December 31,

 

 

inception

 

2010

 

2009

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

US$

 

US$

 

US$

 

Cash flows from operating activities :

 

 

 

 

 

 

Net loss

(167,479

)

(2,735

)

(4,828

)

 Adjustment to reconcile net loss to net cash

 

 

 

 

 

 

  used in operating activities :

 

 

 

 

 

 

 Share-based compensation

25,200

 

-

 

1,008

 

Change in assets and liabilities :

 

 

 

 

 

 

Accrued audit fee

5,651

 

946

 

(3

)

 

 

 

 

 

 

 

Net cash used in operating activities

(136,628

)

(1,789

)

(3,823

)

 

 

 

 

 

 

 

Cash flows from financing activities :

 

 

 

 

 

 

Proceeds from issuance of common stock

101,000

 

-

 

-

 

Advances from a stockholder

36,578

 

1,595

 

3,712

 

 

 

 

 

 

 

 

Net cash provided by financing activities

137,578

 

1,595

 

3,712

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

 

 

 

 

 and cash equivalents

193

 

132

 

14

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

1,143

 

(62

)

(97

)

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

-

 

1,205

 

187

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

1,143

 

1,143

 

90

 

 

 

 

 

 

 

 

Cash paid for :

 

 

 

 

 

 

Income taxes

-

 

-

 

-

 

Interest

-

 

-

 

-

 









See accompanying notes to condensed financial statements.




5



CHINA MULTIMEDIA, INC.


(A DEVELOPMENT STAGE COMPANY)


NOTES TO CONDENSED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009 (UNAUDITED)



1.  DESCRIPTION OF BUSINESS


China Multimedia, Inc. (the “Company”) was incorporated in the State of Nevada on August 16, 2006 for the purpose of exploring new business opportunities.


On December 11, 2006, the Company entered into a service agreement with DNA Financial Systems (“DNAF”) which is a regional solution provider for the financial and securities industry throughout the Asia Pacific Region. Pursuant to the agreement, the Company shall refer potential clients who wish to acquire the financial web portal design and hosting service provided by DNAF.  


On September 26, 2008, the Company entered into a service agreement with Century Health Medical Limited (“CHML”) pursuant to which the Company shall provide CHML with an affordable website template that is suitable to its business.  The Company completed the services and received the payment for the services before December 31, 2008.


The Company has not introduced any clients to DNAF and generated limited revenue of US$7,737 from the provision of services to CHML and is a development stage company during the reporting periods.


2.  BASIS OF PRESENTATION


The accompanying condensed financial statements are unaudited.  These condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such SEC rules and regulations.  Nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading.  These condensed financial statements and the notes hereto should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2010 which was filed with the SEC on December 28, 2010.


In the opinion of the management of the Company, the condensed financial statements for the interim periods presented include all adjustments, including normal recurring adjustments, necessary to fairly present the results of such interim periods and the financial position as of the end of the said periods.  The results of operations for the interim period are not necessarily indicative of the results for the full year.


3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Continuance of operations


These condensed financial statements are prepared on a going concern basis, which considers the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2010, the Company had an accumulated deficit of US$167,479, which raises substantial doubt about the Company’s ability to continue as a going concern.



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Management plans on the continuation of the Company as a going concern include financing the Company’s existing and future operations through additional issuance of common stock and/or advances from the majority stockholder and seeking for profitable business opportunities including the service agreement with DNAF.  However, the Company has no assurance with respect to these plans.  The accompanying condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


Revenue recognition


The Company recognizes revenue from provision of services when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, the services have been provided to customers, the sales price is fixed or determinable, no significant unfulfilled obligations exist and collectibility is reasonably assured.


Cash and cash equivalents


Cash equivalents comprise highly liquid investments with original maturity of three months or less.  As of December 31, 2010, cash and cash equivalents consisted of bank balance of US$1,143 denominated in Hong Kong dollars (“HKD”).


Concentration of risk


The Company maintains a HKD savings account with a commercial bank in Hong Kong, which is financial instrument that is potentially subject to concentration of credit risk.  During the reporting periods, the Company did not engage in any hedging activities.


Income taxes


The Company accounts for income tax in accordance with ASC 740 “Income taxes” (previously SFAS No. 109), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statement bases of assets and liabilities. A valuation allowance is recognized on deferred tax assets when it is more likely than not that these deferred tax assets will not be realized.


Foreign currency transactions and translation


The Company kept cash and cash equivalents and incurred expenses in HKD during the reporting periods and thus HKD is considered to be the functional currency. Transactions denominated in currencies other than HKD are translated into HKD at the applicable rates of exchange prevailing at the dates of the transactions. Monetary assets and liabilities denominated in other currencies are translated into HKD at the rates of exchange prevailing at the balance sheet date. Exchange gains and losses are included in the determination of net loss.


For financial reporting purposes, HKD has been translated into United States dollars (“US$”) as the reporting currency. Assets and liabilities are translated into US$ at the exchange rate in effect at the period end. Income and expenses are translated at average exchange rate prevailing during the period. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive income”. Gains and losses resulting from foreign currency translation are included in other comprehensive income.




7



Conversion of amounts from HKD into US$ has been made at the exchange rate of US$1.00 = HK$7.76299 for the three months ended December 31, 2010 and US$1.00 = HK$7.7832 as of December 31, 2010.


Share-based compensation


The Company adopted the fair value method of accounting for share-based compensation.


Fair value of common stock granted is determined using cash flow forecasting model. Under this model, certain assumptions, including the discount rate, political and legal conditions, availability of finance, future revenue and expenses and credit risk issue are required to determine the fair value of the common stock. If different assumptions had been used, the fair value of the common stock would have been different from the amount the Company computed and recorded, which would have resulted in either an increase or decrease in the compensation expense.


Fair values of financial instruments


Financial instruments include cash and cash equivalents, accrued audit fee and amount due to a stockholder.  Management of the Company does not believe that the Company is subject to significant interest, currency or credit risks arising from these financial instruments.  The respective carrying values of financial instruments approximate their fair values.  Fair values of these financial instruments approximate the carrying values since they are short-term in nature or they are receivable or payable on demand.


Use of estimates


The preparation of condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in these condensed financial statements and the accompanying notes during the reporting periods.  Actual results could differ from those estimates.


Recently issued accounting pronouncements


Accounting for Transfers of Financial Assets (Included in amended Topic ASC 860 “Transfers and Servicing”, previously SFAS No. 166, “Accounting for Transfers of Financial Assets - an Amendment of Financial Accounting Standard Board (“FASB”) Statement No. 140.”). The amended topic addresses information a reporting entity provides in its financial statements about the transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. Also, the amended topic removes the concept of a qualifying special purpose entity, limits the circumstances in which a transferor derecognizes a portion or component of a financial asset, defines participating interest and enhances the information provided to financial statement users to provide greater transparency. The amended topic is effective for the first annual reporting period beginning after November 15, 2009 and was effective for us as of January 1, 2010. The adoption of this amended topic has no material impact on the Company’s financial statements.


Consolidation of Variable Interest Entities - Amended (Included in amended Topic ASC 810 “Consolidation”, previously SFAS 167 “Amendments to FASB Interpretation No. 46(R)”). The amended topic requires an enterprise to perform an analysis to determine the primary beneficiary of a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity. The amended topic also requires enhanced disclosures that will provide users of financial statements with more transparent



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information about an enterprise’s involvement in a variable interest entity. The amended topic is effective for the first annual reporting period beginning after November 15, 2009 and was effective for us as of January 1, 2010. The adoption of this amended topic has no material impact on the Company’s financial statements.


The FASB issued Accounting Standards Update (ASU) No. 2009-13, Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements - A Consensus of the FASB Emerging Issues Task Force.” This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The Company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted. The management is in the process of evaluating the impact of adopting this ASU update on the Company’s financial statements.


The FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends ASC Topic 820 to require the following additional disclosures regarding fair value measurements: (i) the amounts of transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) reasons for any transfers in or out of Level 3 of the fair value hierarchy and (iii) the inclusion of information about purchases, sales, issuances and settlements in the reconciliation of recurring Level 3 measurements. ASU 2010-06 also amends ASC Topic 820 to clarify existing disclosure requirements, requiring fair value disclosures by class of assets and liabilities rather than by major category and the disclosure of valuation techniques and inputs used to determine the fair value of Level 2 and Level 3 assets and liabilities. With the exception of disclosures relating to purchases, sales, issuances and settlements of recurring Level 3 measurements, ASU 2010-06 was effective for interim and annual reporting periods beginning after December 15, 2009. The disclosure requirements related to purchases, sales, issuances and settlements of recurring Level 3 measurements will be effective for financial statements for annual reporting periods beginning after December 15, 2010. The adoption of this amended topic has no material impact on the Company’s financial statements.


The FASB issued ASU No. 2010-02, “Consolidation (Topic 810) Accounting and Reporting for Decreases in Ownership of a Subsidiary - a Scope Clarification”. This amendment affects entities that have previously adopted Topic 810-10 (formerly SFAS 160). It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The adoption of this ASU update has no material impact on the Company’s financial statements.


In February 2010, the FASB issued ASU 2010-09, Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements, which amends FASB ASC Topic 855, Subsequent Events. The update provides that SEC filers, as defined in ASU 2010-09, are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. The update also requires SEC filers to evaluate subsequent events through the date the financial statements are issued rather than the date the financial statements are available to be issued. The Company adopted ASU 2010-09 upon issuance. This update had no material impact on the financial position, results of operations or cash flows of the Company.



9




4.

INCOME TAXES


A reconciliation of income taxes at statutory rate is as follows:-


 

Cumulative

 

For the three months

 

 

total since

 

ended December 31,

 

 

inception

 

2010

 

2009

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

US$

 

US$

 

US$

 

 

 

 

 

 

 

 

Loss before income taxes

(167,479

)

(2,735

)

(4,828

)

 

 

 

 

 

 

 

Expected benefit at statutory rate of 15%

(25,121

)

(410

)

(724

)

Valuation allowance

25,121

 

410

 

724

 

 

 

 

 

 

 

 

 

-

 

-

 

-

 


In July 2006, the FASB issued ASC 740 (previously Interpretation No. 48 ‘‘Accounting for Uncertainty in Income Taxes”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax position and considered that no additional provision for uncertainty in income taxes is necessary as of December 31, 2010.


Recognized deferred income tax asset is as follows:-

 

As of

 

As of

 

 

December 31,

 

September 30,

 

 

2010

 

2010

 

 

(Unaudited)

 

(Audited)

 

 

US$

 

US$

 

 

 

 

 

 

Operating losses available for future periods

25,121

 

24,711

 

Valuation allowance

(25,121

)

(24,711

)

 

 

 

 

 

 

-

 

-

 


As of December 31, 2010, the Company had incurred operating losses of US$167,479 which, if unutilized, will expire through to 2029.  Future tax benefits arising as a result of these losses have been offset by a valuation allowance.


5.

NET LOSS PER SHARE


During the reporting periods, the Company did not issue any dilutive instruments.  Accordingly, the reported basic and diluted loss per share is the same.


6.

COMMON STOCK


The Company was incorporated on August 16, 2006 with authorized capital of 50,000,000 shares of common stock of US$0.001 par value.  On August 16, 2006, 1,000,000 shares of common stock of US$0.001 par value totaling US$1,000 were issued for cash.


On May 23, 2008, 200,000 shares of common stock of US$0.001 par value totaling US$200 were issued to 40 investors for cash of US$100,000.




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On August 31, 2009, 9,000,000 shares of common stock of US$0.001 par value totaling US$9,000 were issued to the director for his past services rendered to the Company (Note 7).


On July 14, 2010, the Company filed a Certificate of Amendment with the Nevada Secretary of State to amend the Company’s Certificate of Incorporation to increase the authorized shares of the Company’s common stock from 50,000,000 shares to 100,000,000 shares, par value US$0.001.



7.    SHARE-BASED COMPENSATION


On August 31, 2009, the Company issued 9,000,000 shares of restricted common stock to the Company’s director for his past services rendered to the Company.  The director vested in his right under the restricted shares on the date of grant.


The fair value of common stock granted was determined using cash flow projection based on financial budgets approved by the management covering a fifteen-year period.  The Company assumed the annual growth rate and interest rate to be 5.5% and 5% respectively for the cash flow projection.


The Company estimated the fair value of the Company’s common stock on August 31, 2009 to be US$0.0028 per share.  Accordingly, the Company recorded non-cash share-based compensation expense of US$25,200 for the year ended September 30, 2009, which was included in general and administrative expenses.


As of December 31, 2010, there was no unrecognized stock-based compensation costs associated with these restricted shares granted to the director.



8.

STOCK INCENTIVE PLAN


The Company has not established any stock incentive plan since its incorporation.


9.

  COMMITMENTS AND CONTINGENCIES


The Company had no commitments or contingent liabilities as of December 31, 2010.


10.

RELATED PARTY TRANSACTIONS


A stockholder, who is also the director, advanced US$36,578 to the Company to finance its working capital as of December 31, 2010.  The advance is interest-free, unsecured and repayable on demand.


11.

SUBSEQUENT EVENTS


The Company has evaluated all subsequent events through the date these financial statements were issued, and determined that there were no subsequent events or transactions that would require recognition or disclosures in the financial statements.



11



ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


Special Note of Caution Regarding Forward Looking Statements


CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM10-Q INCLUDE FORWARD-LOOKING STATEMENTS THAT INCLUDE RISKS AND UNCERTAINTIES. WE USE WORDS SUCH AS "ANTICIPATES," "BELIEVES," "PLANS," "EXPECTS," "FUTURE," "INTENDS" AND SIMILAR EXPRESSIONS TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THIS FORM ALSO CONTAINS FORWARD-LOOKING STATEMENTS ATTRIBUTED TO CERTAIN THIRD PARTIES RELATING TO THEIR ESTIMATES REGARDING THE OPERATION AND GROWTH OF OUR BUSINESS AND SPENDING. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE HEREOF. WE HAVE BASED THESE FORWARD-LOOKING STATEMENTS ON OUR CURRENT EXPECTATIONS AND PROJECTIONS ABOUT FUTURE EVENTS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS QUARTERLY REPORT ON FORM10-Q  AS WE ARE A DEVELOPMENT STAGE COMPANY WITH NO SIGNIFICANT OPERATIONS TO DATE. OUR ABILITY TO GENERATE REVENUE IS SUBJECT TO SUBSTANTIAL RISKS.

Overview

China Multimedia, Inc. (the “Company”, “CMI”, or “We”) was incorporated in the State of Nevada on August 16, 2006.  We are a development stage company established to: 1) provide web design solutions to companies; and 2) introduce potential business opportunities to business partners. To date, the Company’s business activities have consisted of developing its business plan, raising initial capital, and signing two agreements for the provision of the Company’s services.  We have earned limited revenue from our business operations. 

Web Design Solutions

CMI provides cost-effective web design solutions for small and medium-sized business enterprises throughout Hong Kong. CMI’s goal is to assist potential clients with establishing or maintaining websites which allow the clients to promote their Internet presence. Websites provide a vehicle for businesses to post information about their company onto the Internet, thereby reaching the global market. In the current market, many companies are attempting to establish an online presence without spending or committing a substantial amount of capital or time.

On September 26, 2008, we entered into a Service Agreement with Century Health Medical Limited (“CHML”), a PRC company, pursuant to which CMI agreed to assist CHML with the development of its website.  As consideration for our services, CHML paid us a fee of US$7,700.  The term of the Service Agreement was from September 26, 2008 through December 31, 2008. As of September 30, 2009, the Company had completed rendering the services to CHML. As consideration for our services, CHML paid us a fee of approximately US$7,700. The foregoing description of Service Agreement does not purport to be complete and is qualified in its entirety by reference to the Service Agreement which was filed as Exhibit 10.2 to the Company’s Form 10-KSB filed with the Securities and Exchange Commission on December 30, 2008, and is hereby incorporated by reference.


CMI’s Business Opportunities Program

In addition to our web design service, we also focus on creating new business opportunities for specific companies. On December 11, 2006, CMI entered into an Agreement (the “DNAF Agreement”) with DNA Financial Systems (“DNAF”), a Hong Kong corporation founded in 2005, a copy of which was filed as Exhibit 10.1 to the Company’s Registration Statement on



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Form 10-SB, filed with the SEC on January 5, 2007, and is hereby incorporated by reference. DNAF is the regional solution provider for the financial industry in the Asia Pacific Region.  Pursuant to the terms of the DNAF Agreement, we will attempt to establish new business opportunities for DNAF by identifying, locating, and introducing potential clients to DNAF.  Pursuant to the terms of the DNAF Agreement, as compensation for CMI’s efforts, CMI is entitled to 40% of the initial commission that DNAF receives from any client or other business opportunity that CMI establishes for DNAF. DNAF determines the amount of the fees charged to any new clients.

Plan of Operations


For the fiscal year ending September 30, 2011, and the subsequent twelve months, the Company expects to continue with its efforts to develop its Web Design Solutions Business and its Business Opportunities Program. The Company has minimal cash and has earned limited revenue from its business operations.  The Company recorded a net loss of $2,735 for the three months ended December 31, 2010, compared to a net loss of $4,828 for the three months ended December 31, 2009.  There is no assurance that we will achieve or sustain profitability on an annual or quarterly basis. Because the Company has been a development stage company since inception and has generated limited revenues; the Company operates with minimal overhead.  The Company will need to raise additional funds, either in the form of an advance or an equity investment by the Company's President; or in the form of equity investment by outside investors, or some combination of each.


No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will either continue to rely on its majority shareholder to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities. The majority shareholders are under no obligation to pay such expenses. If the Company is unable to raise additional funds, it will not be able to pursue its business plan. In addition, in order to minimize the amount of additional cash which is required in order to carry out its business plan, the Company might seek to compensate certain service providers by issuances of stock in lieu of cash.

Liquidity and Capital Resources

As of December 31, 2010, the Company remained in the development stage.  As of December 31, 2010, the Company's balance sheet reflected current and total assets of $1,143 in the form of cash and cash equivalents. As of December 31, 2010, the Company’s balance sheet reflected current liabilities of $42,229, stockholders’ deficit of $41,086, and accumulated deficit during the development stage of $167,479.

Currently, the Company does not have sufficient assets or capital resources to pay its on-going expenses while it is seeking out additional business opportunities. The Company has no agreement in place with its shareholders or other persons to pay expenses on its behalf, but the Company has been relying on loans from the majority shareholder, Mr. Wilson Cheung, to pay any daily operating expenses until additional funds were located. Mr. Cheung has no contractual obligation to provide these funds. This arrangement will not change until the Company is able to consummate a business transaction.



Off Balance Sheet Arrangements


The Company does not have any off-balance sheet arrangements.



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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not Applicable


ITEM 4.

CONTROLS AND PROCEDURES.


Disclosure Controls and Procedures


The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a Company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.


As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  


Changes in Internal Control over Financial Reporting


There was no change in the Company's internal control over financial reporting during the quarter ended December 31, 2010, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.


PART II – OTHER INFORMATION


ITEM 1.    LEGAL PROCEEDINGS.


The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.


ITEM 1A.   RISK FACTORS.



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Not Applicable.


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


None.


ITEM 3.

 DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM 4.

     (REMOVED AND RESERVED).


None


ITEM 5.    

OTHER INFORMATION.


None


ITEM 6.

     EXHIBITS.


3.1

Articles of Incorporation (herein incorporated by reference from Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on January 4, 2007).


3.1

Amendment to Articles of Incorporation (herein incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on July 19, 2010.


3.2

Bylaws (herein incorporated by reference from Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on January 4, 2007).


10.1

Contract with DNA Financial Systems signed on December 11, 2006 (herein incorporated by reference from Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on January 4, 2007).


10.2

Service Agreement dated September 26, 2008, by and between Century Health Medical Limited and China Multimedia, Inc. (herein incorporated by reference from Form 10-KSB for fiscal year ended September 30, 2008 filed with the Securities and Exchange Commission on December 30, 2008.)


31.1

Certifications pursuant to Rule 13a-15(a) or 15d-15(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*


31.2

Certifications pursuant to Rule 13a-15(a) or 15d-15(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*


32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


32.2

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*





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Filed herewith*

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.

 

CHINA MULTIMEDIA, INC.


By: /s/ Wilson Cheung

Wilson Cheung, President and Director


Date: February 14, 2011


By: /s/ Wilson Cheung

Wilson Cheung, Chief Financial Officer



Date: February 14, 2011  







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