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EX-31 - Annec Green Refractories Corpv211460_ex31.htm
EX-32 - Annec Green Refractories Corpv211460_ex32.htm

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

FORM 10-Q

(Mark One)
 
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 No. 000-54117

E-Band Media, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
27-2951584
(State or Other Jurisdiction
Of Incorporation or Organization)
 
(I.R.S. Employer Identification
Number)
     
No.5 West Section, Xidajie Street, Xinmi City,
Henan Province, P.R. China
 
452370
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: 86-371- 69999012

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 such 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.
Yes x                                 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).
Yes ¨                                 No ¨
 
Indicate by checkmark 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.  (Check one):

Large accelerated filer
¨
Accelerated filer
¨
       
Non-accelerated filer
¨
Smaller reporting company
x
(Do not check if a smaller reporting company)

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

As of February 9, 2011, there were  11,150,000 outstanding shares of the registrant’s common stock.

 
 

 
 
E-BAND MEDIA, INC.

FORM 10-Q INDEX

   
Page Number
     
PART I – FINANCIAL INFORMATION
   
Item 1.  Financial Statements
   
Balance Sheets
 
1
Statement of Operations
 
2
Statement of Changes in Stockholders’ Deficit
 
3
Statement of Cash Flows (Unaudited)
 
4
Notes to Financial Statements (Unaudited)
 
5
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
9
Item 3.    Quantitative and Qualitative Disclosures About Market Risk
 
10
Item 4T.  Controls and Procedures
 
10
     
PART II – OTHER INFORMATION
   
Item 1.     Legal Proceedings
 
11
Item 1A.  Risk Factors
 
11
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
 
11
Item 3.     Defaults Upon Senior Securities
 
11
Item 4.     [Removed and Reserved].
 
11
Item 5.     Other Information
 
11
Item 6.     Exhibits
 
12
Signature Page
 
13

 
 

 

PART I – FINANCIAL INFORMATION
Item 1.

E-BAND MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

   
December 31,
2010
   
June 30, 2010
 
   
(Unaudited)
   
(Audited)
 
             
ASSETS
           
Current Assets:
           
Cash
  $ -     $ -  
                 
Total Current Assets
    -       -  
                 
Total Assets
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
Current Liabilities:
  $ -     $ -  
Total Current Assets
    -       -  
                 
Total Liabilities
    -       -  
                 
Stockholders' Deficit
               
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, none issued and outstanding as of Dec 31 and June 30, 2010
    -       -  
Common stock, $0.0001 par value, 100,000,000 shares authorized, 11,150,000 issued and outstanding as of Dec 31 and June 30, 2010
  $ 1,115     $ 1,115  
Paid in capital
    -       -  
Deficit accumulated during development stage
    (1,115 )     (1,115 )
                 
Total Stockholders' Deficit
    -       -  
                 
Total Liabilities and Stockholders' Deficit
  $ -     $ -  

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

 
1

 

E-BAND MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

   
For the Three Months Ended December
31,
   
For the Six Months Ended December
31,
   
For the Period
from April 29,
2010 (Inception)
to December 31,
 
   
2010
   
2009
   
2010
   
2009
   
2010
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                               
Revenues
  $ -     $ -     $ -     $ -     $ -  
                                         
Operating Expenses
                                       
General  and administrative expenses
    -       -       -       -       1,115  
      -       -       -       -          
                                         
Total Operating Expenses
    -       -       -       -       1,115  
                                         
Net Loss
  $ -     $ -     $ -     $ -     $ (1,115 )
                                         
Net Loss per share - Basic
  $ -     $ -     $ -     $ -     $ (0.000 )
                                         
Weighted Average Shares Outstanding
                                       
- Basic
    -       -       -       -       11,150,000  
                                         
Net Loss per share - Diluted
  $ -     $ -     $ -     $ -     $ (0.000 )
                                         
Weighted Average Shares Outstanding
                                       
- Diluted
    -       -       -       -       16,150,000  

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

 
2

 

E-BAND MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

                     
Deficit
       
                     
Accumulated
       
               
Additional
   
During
   
Total
 
   
Common Stock
   
Paid-in
   
Development
   
Stockholders'
 
   
Shares
   
Par Value
   
Capital
   
Stage
   
Deficit
 
                               
Common Shares issued per Court order April 29, 2010 (inception)
    1,085,000     $ 108     $ -     $ -     $ 108  
                                         
Common shares issued to offier in private placement, April 29, 2010
    10,065,000       1,007       -       -       1,007  
                                         
Net loss for the fiscal year ended June 30, 2010
    -       -       -       (1,115 )     (1,115 )
                                         
Balance, June 30, 2010 ( Audited)
    11,150,000       1,115       -       (1,115 )     -  
                                         
Net loss for the period ended December 31, 2010
    -       -       -       -       -  
                                         
Balance, December 31, 2010 (Unaudited)
    11,150,000       1,115       -       (1,115 )     -  

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

 
3

 

E-BAND MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

               
For the Period from
 
               
April 29, 2010
 
         
(Inception)
 
   
For the Six Months Ended December 31,
   
to December 31,
 
   
2010
   
2009
   
2010
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ -     $ -     $ (1,115 )
Adjustments to reconcile net loss from operations to net cash used in operating activities:
                       
Stock issued for service
    -               1,115  
Changes in working capital
    -       -       -  
                         
Net cash used in operating activities
    -       -       -  
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
                         
Net cash provided by investing activities
    -       -       -  
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
                         
Net cash provided by financing activities
    -       -       -  
                         
NET INCREASE IN CASH
    -       -       -  
                         
CASH - beginning of period
    -       -       -  
                         
CASH - end of period
  $ -     $ -     $ -  
                         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:
                       
Cash paid for:
                       
Interest
  $ -     $ -     $ -  
Income taxes
  $ -     $ -     $ -  
                         
NON-CASH INVESTING AND FINANCING ACTIVITIES:
                       
Common stock issued to founder for services rendered
  $ -     $ -     $ 1,115  

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

 
4

 

E-BAND MEDIA, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Unaudited)

NOTE 1. NATURE AND BACKGROUND OF BUSINESS

E-Band Media, Inc. ("the Company" or "the Issuer") was organized under the laws of the State of Delaware on April 29, 2010. The Company was established as part of the Chapter 11 reorganization of AP Corporate Services, Inc. ("AP"). Under AP's Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the Central District of California, the Company was incorporated to: (1) receive and own any interest which AP had in the development of an internet based medical consultation service; and (2) issue shares of its common stock to AP's general unsecured creditors, to its administrative creditors, and to its shareholders.

Management believes the Company lacks the resources to effectively develop such a medical service on its own at this time and is therefore engaged in a search for a strategic business partner or a merger or acquisition partner with the resources to take the Company in a new direction and bring greater value to its shareholders. The Company has been in the development stage since its formation and has not yet realized any revenues from its planned operations.

The Company has limited operations and in accordance with SFAS 7, is considered a development stage company, and has had no revenues from operations to date. The Company has not commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.   BASIS OF ACCOUNTING

The Company’s financial statements are prepared using the accrual method of accounting.  The Company has elected a June 30 year-end.

b.   BASIC EARNINGS PER SHARE

The Company computes net income (loss) per share in accordance with the FASB Accounting Standards Codification (“ASC”). The ASC specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.

Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

c. ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 
5

 

d. CASH and CASH EQUIVALENT

For the Balance Sheet and Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents.

e. REVENUE RECOGNITION

The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured.   Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience.

f.  STOCK-BASED COMPENSATION

The Company records stock-based compensation in accordance with the FASB Accounting Standards Classification using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

g. INCOME TAXES

Income taxes are provided in accordance with the FASB Accounting Standards Classification. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

h. IMPACT OF NEW ACCOUNTING STANDARDS

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.

NOTE 3. GOING CONCERN

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The president has committed to advancing certain operating costs of the Company.

Management plans to seek a strategic business partner or a merger or acquisition partner with the resources to take the Company in a new direction and bring greater value to its shareholders. Management has yet to identify any of these and there is no guarantee that the Company will be able to identify such opportunities in the future.

 
6

 

NOTE 4. STOCKHOLDERS' EQUITY COMMON STOCK

The authorized share capital of the Company consists of 100,000,000 shares of common stock with $0.0001 par value, and 20,000,000 shares of preferred stock also with $0.0001 par value. No other classes of stock are authorized.

COMMON STOCK:  As of December 31, 2010, there were a total of 11,150,000 common shares issued and outstanding.

The Company’s first issuance of common stock, totaling 1,085,000 shares, took place on April 29, 2010 pursuant to the Chapter 11 Plan of Reorganization confirmed by the U.S. Bankruptcy Court in the matter of AP Corporate Services, Inc. (“AP”). The Court ordered the distribution of shares in E-Band Media, Inc. to all general unsecured creditors of AP, with these creditors to receive their pro rata share (according to amount of debt held) of a pool of 80,000 shares in the Company. The Court also ordered the distribution of shares in the Company to all shareholders of AP, with these shareholders to receive their pro rata share (according to number of shares held) of a pool of 5,000 shares in the Company. The Court also ordered the distribution of shares in the Company to all administrative creditors of AP, with these creditors to receive one share of common stock in the Company for each $0.10 of AP’s administrative debt which they held.

The Court also ordered the distribution of warrants in the Company to all administrative creditors of AP, with these creditors to receive five warrants in the Company for each $0.10 of AP’s administrative debt which they held. These creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 “A Warrants” each convertible into one share of common stock at an exercise price of $1.00; 1,000,000 “B Warrants” each convertible into one share of common stock at an exercise price of $2.00; 1,000,000 “C Warrants” each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 “D Warrants” each convertible into one share of common stock at an exercise price of $4.00; and 1,000,000 “E Warrants” each convertible into one share of common stock at an exercise price of $5.00. All warrants are exercisable at any time prior to January 4, 2014. This warrant distribution also took place on April 29, 2010.

Also on April 29, 2010 the Company issued a total of 10,065,000 common shares in a private placement. The shares were issued for services and costs advanced at par value, which is $0.0001 per share.

As a result of these issuances there were a total 11,150,000 common shares issued and outstanding, and a total of 5,000,000 warrants to acquire common shares issued and outstanding, at December 31, 2010.

PREFERRED STOCK:  The authorized share capital of the Company includes 20,000,000 shares of preferred stock with $0.0001 par value. As of December 31, 2010 no shares of preferred stock had been issued and no shares of preferred stock were outstanding.

NOTE 5. INCOME TAXES

The Company has had no business activity and made no U.S. federal income tax provision since its inception on April 29, 2010.

NOTE 6. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 
7

 

NOTE 7. WARRANTS AND OPTIONS

On April 29, 2010 (inception), the Company issued 5,000,000 warrants exercisable into 5,000,000 shares of the Company’s common stock. These warrants were issued per order of the U.S. Bankruptcy Court in the matter of AP Corporate Services, Inc. (“AP”) to the administrative creditors of AP. These creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 “A Warrants” each convertible into one share of common stock at an exercise price of $1.00; 1,000,000 “B Warrants” each convertible into one share of common stock at an exercise price of $2.00; 1,000,000 “C Warrants” each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 “D Warrants” each convertible into one share of common stock at an exercise price of $4.00; and 1,000,000 “E Warrants” each convertible into one share of common stock at an exercise price of $5.00. All warrants are exercisable at any time prior to January 4, 2014. As of the date of this report, no warrants have been exercised.

The fair value of these warrants was estimated at the date of the Company’s inception, April 29, 2010, which was also the date of the grant, using the Black-Scholes Option Pricing Model with current value of the stock at $0.0001 (par value) since there is no market for the stock at the time; dividend yield of 0%; risk-free interest rate of 2.49% (5 year Treasury Note rate at the issue date); and expiration date of 3.69 years. Since the stock does not trade, and since its par value is $0.0001,the fair value of the warrants came out to be zero.

NOTE 8. COMMITMENT AND CONTINGENCY

There is no commitment or contingency to disclose during the period ended December 31, 2010.

NOTE 9.  SUBSEQUENT EVENTS

On February 11, 2011, the Company entered and closed a  Share Exchange Agreement (“Share Exchange Agreement”), with certain  shareholders and warrant holders, Dean Konstantine, Muzeyyen Balaban, Bernieta Masters, and Linda Masters, and with China Green Refractories Limited ("China Green"), a BVI corporation, and its shareholders, New-Source Group Limited, a BVI company, High-Sky Assets Management Limited, a BVI company, Joint Rise Investments Limited, a BVI company, Giant Harvest Investment Limited, a BVI company, and Mr. QIAN Yun Ting  (collectively the “China Green Shareholders”), pursuant to which E-Band Media acquired 100% of the issued and outstanding capital stock of  China Green in exchange for 19,220 shares of the Company's Series A Convertible Preferred Stock ("Series A Preferred Stock"). Pursuant to the terms of the Share Exchange Agreement, the Company will effect a 1-for-14.375 reverse stock split ("Reverse Split") of its outstanding common stock. In addition, pursuant to the Share Exchange Agreement, the China Green Shareholders acquired all 10,000,000 shares of the Company's common stock from Dean Konstantine ("Controlled Shares") and all outstanding warrants of the Company from Muzeyyen Balaban, Bernieta Masters, and Linda Masters (“Warrants”) for an aggregate purchase price of $250,000 and 100 shares of Series A Preferred Stock held by China Green Shareholders.  The Warrants were cancelled by the China Green Shareholders pursuant to the Share Exchange Agreement. As a result of the Share Exchange Agreement, the China Green Shareholders will own 98% of our issued and outstanding common stock on an as-converted common stock basis as of and immediately after the effectiveness of the Reverse Split as contemplated by the Share Exchange Agreement.

As a result the share exchange, (i) we indirectly control though subsidiaries, Annec, which is engaged in the business of design, manufacturing of and selling of medium and high level refractory materials for top combustion type, internal combustion type, and external combustion type hot blast stoves,  and (ii) through our variable interest entity (“VIE”), Beijing Annec, we provide turnkey service for large hot blast stove projects, integrating the structural design, equipment purchase, construction, refractory production/sale and after-sale service  of hot blast stoves.

 
8

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

              The discussion contained herein contains "forward-looking statements" that involve risk and uncertainties. These statements may be identified by the use of terminology such as "believes," "expects," "may," "should" or anticipates" or expressing this terminology negatively or similar expressions or by discussions of strategy. The cautionary statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appearing this Form 10-Q. Our actual results could differ materially from those discussed in this report. Factors that could cause or contribute to any differences are discussed in “Risk Factors” and elsewhere in the Company’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 14, 2011 and  in  our  other filings with the SEC.

Business and Plan of Operations

               E-Band Media, Inc. (the "Company"), was incorporated on April 29, 2010 under the laws of the State of Delaware. The Company was established as part of the Chapter 11 reorganization of AP Corporate Services, Inc. ("AP"). Under AP's  Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the Central District of California, the Company was incorporated to: (1) receive and own any interest, if any, which AP had in the development of an online medical chat/advise website; and (2) issue shares of its common stock to AP's general unsecured creditors, to its administrative creditors, and to its shareholders in order to enhance their opportunity to recover from the bankruptcy estate.

               E-Band Media, Inc. was organized to establish a medical advise website. We originally planned to utilize nurses in the Philippines to provide answers to medical questions posed by the sites users. Our objective was to develop a position as a provider of Web based medical questions and answers. We subsequently determined that other, better capitalized companies had established a foothold in this market and that we would not be able to compete with them. We therefore determined to seek a merger or acquisition with an operating business seeking the benefits of being a reporting issuer. As of December 31,  2010 we had no assets, no revenues, and no sales.

As further described in the Form 8-K filed with the SEC on February 14, 2011, on February 11, 2011, we entered and closed a  Share Exchange Agreement (“Share Exchange Agreement”), with certain  shareholders and warrant holders, Dean Konstantine, Muzeyyen Balaban, Bernieta Masters, and Linda Masters, and with China Green Refractories Limited, a BVI corporation (“China Green”), and its shareholders, New-Source Group Limited, a BVI company, High-Sky Assets Management Limited, a BVI company, Joint Rise Investments Limited, a BVI company, Giant Harvest Investment Limited, a BVI company, and Mr. QIAN Yun Ting  (collectively the “China Green Shareholders”), pursuant to which the Company  acquired 100% of the issued and outstanding capital stock of  China Green in exchange for 19,220 shares of the Company’s Series A Convertible Preferred Stock ("Series A Preferred Stock"). Pursuant to the terms of the Share Exchange Agreement, Company  will effect a 1-for-14.375 reverse stock split ("Reverse Split") of its outstanding common stock. In addition, pursuant to the Share Exchange Agreement, the China Green Shareholders acquired all 10,000,000 shares of Company’s common stock from Dean Konstantine ("Controlled Shares") and all outstanding warrants of  Company from Muzeyyen Balaban, Bernieta Masters, and Linda Masters (“Warrants”) for an aggregate purchase price of $250,000 and 100 shares of Series A Preferred Stock held by China Green Shareholders.  The Warrants were cancelled by the China Green Shareholders pursuant to the Share Exchange Agreement. As a result of the Share Exchange Agreement, the China Green Shareholders will own 98% of our issued and outstanding common stock on an as-converted common stock basis as of and immediately after the effectiveness of the Reverse Split as contemplated by the Share Exchange Agreement.

As a  result the share exchange, (i) we now indirectly control through subsidiaries, Annec, which is engaged in the business of design, manufacturing of and selling of medium and high level refractory materials for top combustion type, internal combustion type, and external combustion type hot blast stoves,  and (ii) through our variable interest entity (“VIE”), Beijing Annec, we provide turnkey service for large hot blast stove projects, integrating the structural design, equipment purchase, construction, refractory production/sale and after-sale service  of hot blast stoves.

 
9

 

Results of Operations

              As noted above, the Company was organized in April 2010 and has realized no sales or revenues since inception until the share exchange.   Prior to the share exchange, it conducted no operations other than organization, exploration of the online medical advise market, and preparation and filing of its Form 10 and Form 10-Q for the quarters ended December 31, 2010 and September 30, 2010.

Liquidity and Capital Resources

 At December 31, 2010 and June 30, 2010, we had no cash reserves and no other liquid assets.

As a result of the share exchange, we now have operations and we believe our cash and accounts receivable are adequate to satisfy our working capital needs and sustain our ongoing operations for the remainder of our fiscal year.
 
However, even if our cash reserves are sufficient to sustain operations, we must raise additional capital by the sale of our securities in order to implement our strategic growth plans which include increasing our product line, promoting our design and engineering services, improving our products, and the potential acquisitions of mines and other refractory companies.
 
We have had preliminary discussions for additional investments by existing and prospective investors but we have no funding commitments in place at this time and we can give no assurance that such capital will be available on favorable terms, or at all.  Even if we are successful in raising additional funds, there is no assurance regarding the terms of any additional investment and any such investment or other strategic alternative would likely substantially dilute or eliminate the interests of our shareholders.
 
Off-Balance Sheet Arrangements

     At December 31, 2010, we did not  have any off-balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4T.  Controls and Procedures

Disclosure Controls and Procedures

 We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the required time periods and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objective, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 
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             Management conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2010.  Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2010.

Changes in Internal Control Over Financial Reporting

           There have been no material changes in our  internal controls over financial reporting identified in connection with the evaluation of disclosure controls and procedures discussed above that occurred during the quarter ended December 31, 2010 or subsequent to that date that have materially affected, or are reasonably likely to materially affect, our  internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
 
To the best knowledge of management, there are no material legal proceedings pending against the Company.

Item 1A.  Risk Factors

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]

Item 5.  Other Information
 
None.

 
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Item 6.  Exhibits
EXHIBIT INDEX

Exhibit No
 
Description
     
31
 
Certifications under Section 302 of the Sarbanes-Oxley Act.*
     
32
 
Certifications under Section 906 of the Sarbanes-Oxley Act.*

* Filed herewith.

 
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
 
 
E-BAND MEDIA, INC.
   
Date:    February 15, 2011
By:
  /s/ Li Jiantao
   
Name:  Li Jiantao
   
Title:   Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Accounting
Officer)

 
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