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 three month period ended March 31, 2011 |
|
|
[
] |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT |
|
|
|
For the transition period from [ ] to [
] |
--------------------------------------------------------------------
Commission File Number: 000-50431
CHINA MEDIA GROUP CORPORATION
---------------------------------------------------------------------
(Exact name of small business
issuer as specified in its charter)
Texas |
7310 |
32-0034926 |
----------------------- |
------------------------ |
---------------------- |
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
|
|
|
1403 Wan Chai Commercial Center, 204 Johnston Road,
Wanchai, Hong Kong |
----- |
--------------------------------------------------------------------- |
---------------- |
(Address of Company's principal executive offices) |
(Zip Code) |
+011 852 3171 1208 (ext.222)
-------------------------------------------------
(Company's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report)
Indicate
by check 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 past 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 [ x ] No [
]
Indicate
by check 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 "small reporting
company" in Rule 12b-2 of the Exchange Act. (check one) |
Large Accelerated Filer [
] Accelerated Filer[ ] Non-Accelerated
Filer [ ] Smaller Reporting Company [ x ]
SEC 1296 (03-10) |
|
Potential persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid OMB control
number. |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). |
Yes [ ]
No[ x ]
The
number of common equity shares outstanding as of April 30, 2011 was 554,132,450 shares of
Common Stock, no par value. |
FORWARD-LOOKING
STATEMENTS |
|
This
quarterly report contains forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. These statements relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "will",
"should", "expects", "plans", "anticipates",
"believes", "estimates", "predicts", "potential"
or "continue" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks, uncertainties
and other factors, including the risks in the section entitled "Risk Factors",
that may cause our or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements. |
|
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities laws of the
United States, we do not intend to update any of the forward-looking statements to conform
these statements to actual results. |
|
Our
financial statements are stated in United States Dollars and are prepared in accordance
with United States Generally Accepted Accounting Principles. In this quarterly report,
unless otherwise specified, all dollar amounts are expressed in United States Dollars. |
|
As
used in this quarterly report, the terms "we", "us", "our",
"CHMD", and "the Company" mean China Media Group Corporation and its
subsidiaries unless otherwise indicated. |
|
|
Item 1. |
Condensed
Consolidated Financial Statements |
China Media Group Corporation
Condensed Consolidated Financial Statements
March 31, 2011
(Unaudited)
(Expressed In United States Dollars)
Condensed
Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010 |
Condensed
Consolidated Statements of Operations for the three months period ended March 31, 2011 and
2010 |
Condensed
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2010 and
2009, and for the three months period ended March 31, 2011 |
Condensed
Consolidated Statements of Cash Flows for the three months periods ended March 31, 2011
and 2010 |
Notes
to Condensed Consolidated Financial Statements |
CHINA
MEDIA GROUP CORPORATION |
CONSOLIDATED
BALANCE SHEETS |
AS
OF MARCH 31, 2011 AND DECEMBER 31, 2010 |
|
|
|
March 31, 2011
|
|
December 31, 2010 |
|
|
|
(Unaudited) |
|
(Audited) |
|
|
|
US$ |
|
US$ |
|
Notes |
|
-------------------- |
|
--------------------- |
ASSETS |
|
|
|
|
|
Current
Assets: |
|
|
|
|
|
Cash and
cash equivalents |
|
|
23,877 |
|
17,654 |
Investment
available for sale |
21 |
|
170,000 |
|
170,000 |
Due from
related parties |
7 |
|
338,281 |
|
339,715 |
Prepayments,
deposit and other receivables |
|
|
136,888 |
|
128,990 |
|
|
|
--------------------- |
|
--------------------- |
Total
current assets |
|
|
669,046 |
|
656,359 |
|
|
|
|
|
|
Non-current
assets |
|
|
|
|
|
Property
and equipments, net |
8 |
|
11,903 |
|
15,044 |
Advance
payment for distribution rights |
9 |
|
138,000 |
|
138,000 |
Investment
in shares |
16 |
|
81,556 |
|
- |
|
|
|
--------------------- |
|
--------------------- |
|
|
|
231,459 |
|
153,044 |
|
|
|
--------------------- |
|
--------------------- |
|
|
|
900,505 |
|
809,403 |
|
|
|
============= |
|
============= |
|
LIABILITIES
AND STOCKHOLDERS' EQUITY |
|
Current
liabilities: |
|
|
|
|
|
Other
payables and accruals |
11 |
|
599,232 |
|
547,654 |
Short
term debt |
12 |
|
214,591 |
|
214,591 |
Due to
officer and directors |
13 |
|
1,065,976 |
|
1,085,855 |
Due to
related parties |
14 |
|
931,800 |
|
855,388 |
Option
liabilities |
5 |
|
231,577 |
|
202,014 |
|
|
|
--------------------- |
|
--------------------- |
Total
current liabilities |
|
|
3,043,176 |
|
2,905,502 |
|
|
|
--------------------- |
|
--------------------- |
|
|
|
|
|
|
Long-term
debts |
20 |
|
2,000,000 |
|
2,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity: |
|
|
|
|
|
Common
stock, no par value, 85,000,000,000 shares authorized, 544,132,450 (2009: 534,132,450)
shares issued and outstanding |
6 |
|
7,773,902 |
|
7,773,902 |
Additional
paid-in-capital |
|
|
1,799,358 |
|
1,799,358 |
Shares
to be issued |
16 |
|
52,510 |
|
- |
Comprehensive
income |
|
|
67,030 |
|
67,176 |
Accumulated
deficits |
|
|
(13,963,062) |
|
(13,867,043) |
Uncontrolled
interest |
|
|
127,591 |
|
130,508 |
|
|
|
---------------------- |
|
--------------------- |
Total
stockholders' equity |
|
|
(4,142,671) |
|
(4,096,099) |
|
|
|
---------------------- |
|
--------------------- |
|
|
|
900,505 |
|
809,403 |
|
|
|
============= |
|
============ |
The accompanying notes are an
integral part of these consolidated financial statements
F-3
CHINA
MEDIA GROUP CORPORATION |
CONSOLIDATED
STATEMENTS OF OPERATIONS |
FOR
THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 |
(UNAUDITED) |
|
|
|
Three months periods
|
|
|
|
Ended March 31 |
|
|
|
--------------------------------------------- |
|
|
|
|
|
|
2011 |
|
2010 |
|
|
|
|
|
|
----------------- |
|
--------------- |
|
|
|
|
|
|
US$ |
|
US$ |
|
|
|
|
|
|
|
|
|
Net revenue |
|
|
|
|
|
28,889 |
|
15,532 |
Cost of revenue |
|
|
|
|
|
(12,559) |
|
(6,240) |
|
|
|
|
|
|
---------------- |
|
--------------- |
Gross profit |
|
|
|
|
|
16,330 |
|
9,292 |
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
|
|
|
68,646 |
|
101,740 |
|
|
|
|
|
|
--------------- |
|
--------------- |
Loss from operations before other expense |
|
|
|
|
|
(52,316) |
|
(92,448) |
|
|
|
|
|
|
|
|
|
Other income / (expenses) |
|
|
|
|
|
|
|
|
Interest income |
|
|
|
|
|
- |
|
- |
Interest expenses |
|
|
|
|
|
(46,620) |
|
(42,491) |
|
|
|
|
|
|
----------------- |
|
-------------- |
Net loss before uncontrolled interests |
|
|
|
|
|
(98,936) |
|
(134,939) |
Uncontrolled interest |
|
|
|
|
|
2,917 |
|
7,116 |
|
|
|
|
|
|
----------------- |
|
-------------- |
Net loss |
|
|
|
|
|
(96,019) |
|
(127,823) |
|
|
|
|
|
|
----------------- |
|
-------------- |
Other comprehensive income |
|
|
|
|
|
|
|
|
Foreign currency translation gain |
|
|
|
|
|
(146) |
|
2,030 |
|
|
|
|
|
|
----------------- |
|
-------------- |
Comprehensive loss |
|
|
|
|
|
(96,165) |
|
(125,793) |
|
|
|
|
|
|
========= |
|
========= |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per common share |
|
|
|
|
|
(0.00) |
|
(0.00) |
|
|
|
|
|
|
========= |
|
========= |
Basic and diluted weighted average number of common shares * |
|
|
|
|
|
554,132,450 |
|
534,132,450 |
|
|
|
|
|
|
========= |
|
=============== |
|
|
|
|
|
|
|
* |
Weighted average number of shares used to compute basic and diluted loss per
share for the three months ended March 31, 2011 and 2010 are the same since the effect of
dilutive securities are anti-dilutive. |
The accompanying notes are an
integral part of these consolidated financial statements.
F-4
CHINA
MEDIA GROUP CORPORATION |
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY |
FOR
THE YEARS ENDED DECEMBER 31, 2010 AND 2009 |
AND
FOR THE THREE MONTHS ENDED MARCH 31, 2011 |
(UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common |
Additional |
|
|
|
|
Total |
|
|
|
|
|
Stock |
Paid-in |
Comprehensive |
Shares to |
Accumulated |
Uncontrolled |
Stockholders' |
|
|
|
|
Shares |
Amount |
Capital |
Income |
be issued |
Deficit |
Interest |
Equity |
|
|
|
|
|
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
|
-------------- |
---------- |
------------- |
-------------- |
------------- |
------------- |
------------- |
-------------- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2009 |
534,132,450 |
7,428,902 |
1,660,183 |
43,265 |
- |
(5,735,198) |
168,230 |
3,565,382 |
Amortization of options granted |
- |
- |
100,691 |
- |
- |
- |
|
100,691 |
Comprehensive income |
- |
- |
- |
883 |
- |
- |
|
883 |
Net loss |
- |
- |
- |
- |
- |
(2,534,104) |
(20,255) |
(2,554,359)) |
|
-------------- |
----------- |
-------------- |
--------------- |
------------- |
-------------- |
-------------- |
--------------- |
December 31, 2009 |
534,132,450 |
7,428,902 |
1, 760,874 |
44,148 |
- |
(8,269,302) |
147,975 |
1,112,597 |
Amortization of options granted |
- |
- |
38,484 |
- |
- |
- |
- |
38,484 |
Comprehensive income |
- |
- |
- |
23,028 |
- |
- |
- |
23,028 |
Issuance of shares for acquisition of share investments |
20,000,000 |
345,000 |
- |
- |
- |
- |
- |
345,000 |
Gain on disposal of subsidiary |
- |
- |
- |
- |
- |
- |
5,110 |
5,110 |
Net loss |
- |
- |
- |
- |
- |
(5,597,741) |
(22,577) |
(5,620,318) |
|
------------- |
----------- |
-------------- |
--------------- |
------------- |
-------------- |
-------------- |
--------------- |
December 31, 2010 |
554,132,450 |
7,773,902 |
1,799,358 |
67,176 |
- |
(13,867,043) |
130,508 |
(4,096,099) |
Shares to be issued for acquisition
of share investment |
- |
- |
- |
- |
52,510 |
- |
- |
52,510 |
Comprehensive income |
- |
- |
- |
(146) |
- |
- |
- |
(146) |
Net loss |
- |
- |
- |
- |
- |
(96,019) |
(2,917) |
(98,936) |
|
------------- |
----------- |
-------------- |
--------------- |
------------- |
-------------- |
-------------- |
--------------- |
March 31, 2011 |
554,132,450 |
7,773,902 |
1,799,358 |
67,030 |
52,510 |
(13,963,062) |
127,591 |
(4,142,671) |
|
|
|
|
======= |
======= |
======== |
========= |
======== |
======== |
======== |
========= |
The accompanying notes are an
integral part of these consolidated financial statements.
F-5
CHINA
MEDIA GROUP CORPORATION |
CONSOLIDATED
STATEMENTS OF CASH FLOWS |
FOR
THE THREE MONTHS ENDED MARCH 30, 2011 AND 2010 |
(UNAUDITED) |
|
|
|
For the Three Months ended March 31,
2011
|
|
For the Three Months ended March 31,
2010
|
|
|
|
US$ |
|
US$ |
|
|
|
-------------------- |
|
-------------------- |
|
|
|
|
|
|
Cash flows from
operating activities: |
|
|
|
|
|
Net loss |
|
|
(96,019) |
|
(127,823) |
Adjustment to reconcile
net loss to net cash used in operating activities: |
|
|
|
|
|
Depreciation |
|
|
3,141 |
|
3,140 |
Uncontrolled interest |
|
|
(2,917) |
|
(7,116) |
Option expenses for
employee compensation |
|
|
- |
|
25,173 |
|
|
|
|
|
|
(Increase) / decrease
in assets and liabilities: |
|
|
|
|
|
Prepaid expenses,
deposit and other receivables |
|
|
(7,898) |
|
6,773 |
Due from former
subsidiary company |
|
|
13 |
|
- |
Due from related
parties |
|
|
(27,625) |
|
- |
Accounts payable and
accrued expenses |
|
|
51,578 |
|
44.068 |
Option liabilities |
|
|
29,563 |
|
- |
Due to directors and
officers |
|
|
(19,879) |
|
(2,720) |
Due to related parties |
|
|
76,412 |
|
39,881 |
|
|
|
-------------------- |
|
-------------------- |
Net cash provided by
/ (used in) operating activities |
|
|
6,369 |
|
(18,624) |
|
|
|
-------------------- |
|
-------------------- |
|
|
|
|
|
|
Cash flows from
investing activities: |
|
|
|
|
|
Purchase of property
and equipment |
|
|
- |
|
- |
|
|
|
-------------------- |
|
-------------------- |
Net cash used in
investing activities |
|
|
- |
|
- |
|
|
|
-------------------- |
|
-------------------- |
|
|
|
|
|
|
Cash flows from
financing activities : |
|
|
|
|
|
Issue of shares for
acquisition of subsidiary |
|
|
- |
|
- |
|
|
|
-------------------- |
|
-------------------- |
Net cash provided by
financing activities |
|
|
- |
|
- |
|
|
|
-------------------- |
|
--------------------
|
|
|
|
|
|
|
Net increase /
(decrease) in cash and cash equivalents |
|
|
6,369 |
|
(18,624)
|
Effect of exchange rate
changes on cash and cash equivalents |
|
|
(146) |
|
2,030 |
Cash and cash
equivalents, beginning |
|
|
17,654 |
|
32,860
|
|
|
|
-------------------- |
|
--------------------
|
Cash and cash equivalents, ending |
|
|
23,877 |
|
16,266 |
|
|
|
============ |
|
============ |
|
|
|
|
|
|
Supplemental disclosure
of cash flow information: |
|
|
|
|
|
Interests paid |
|
|
46,620 |
|
42,491 |
|
|
|
============ |
|
============ |
|
|
|
|
|
|
Income tax paid |
|
|
- |
|
- |
|
|
|
============ |
|
============ |
|
|
|
|
|
|
The accompanying notes are an
integral part of these consolidated financial statements.
F-6
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
China
Media Group Corporation (the "Company") is a Texas corporation, incorporated on
October 1, 2002. |
In
January 2006, the Company established a wholly owned subsidiary Ren Ren Media Group
Limited, a company incorporated in Hong Kong, as its operating company in Hong Kong. In
March 2007, the Company acquired all the outstanding shares of Good World Investments
Limited, a British Virgin Islands corporation that holds 50% of Beijing Ren Ren Health
Culture Promotion Limited, a company incorporated in China in the advertising and media
business in China. |
In
May 2009, the Group established a 50/50 joint venture company, ATC Marketing Limited,
which is to be in the business of marketing and distributing of convergent multimedia
communication and internet devices. |
The
Group will be engaged in the media and advertising business, focusing mainly in China, and
the marketing and distribution of convergent devices and the sale and marketing of organic
fertilizers and produce. During the period, the Group recorded sales in the provision of
advertising services. |
NOTE 2 |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES |
The accompanying
unaudited interim consolidated financial statements have been prepared in accordance with
accounting principals generally accepted in the United States of America and the rules of
the U.S. Securities and Exchange Commission, and should be read in conjunction with the
audited financial statements and notes thereto for the year ended December 31, 2010. They
do not include all information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. However,
except as disclosed herein, there has been no material change in the information disclosed
in the notes to the financial statements for the year ended December 31, 2010 included in
the Company Form 10-K filed with the Securities and Exchange Commission. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation of financial position and results of operations for the interim
period presented have been included. Operating results for the interim period are not
necessary indicative of the results that may be expected for the respective full. |
Principles
of Consolidation |
The
consolidated financial statements for the year ended March 31, 2011 include the financial
statements of the Company, its wholly owned subsidiaries Ren Ren Media Group Limited, Good
World Investments Limited, 51% subsidiary Premium Multimedia Sdn. Bhd., and two 50%
subsidiaries, namely Beijing Ren Ren Health Culture Promotion Limited and ATC Marketing
Limited. ATC Marketing Limited was established on the date of May 21, 2009 and Premium
Multimedia Sdn. Bhd. was acquired on September 26, 2009 and the disposal in October 2010.
The Company consolidated both of these 50% ownership companies during the period of
control because of the sole largest shareholding status and/or controlling of the Board of
Directors. On June 18, 2010, the Group acquired a 50% subsidiary, AX Organic Limited and
then disposed of this investment in December 2010 and the Company consolidates this
subsidiary into the Group accounts during this period as the Group has control of the
Board of Directors. |
The
results of subsidiaries acquired or sold during the year are consolidated from their
effective dates of acquisition or through their effective dates of disposition,
respectively. |
All
significant inter-company transactions and balances have been eliminated on consolidation. |
F-7
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 2 |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
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. |
Net
Income (Loss) per Share |
Basic
earnings per share were computed by dividing net loss by the weighted average number of
shares of common stock outstanding during the year. Diluted loss per common share for the
year ended December 31, 2010 and 2009 are not presented as it would be anti-dilutive. |
Fair
Value Measurements and Disclosures |
|
ASC
820 "Fair Value Measurements and Disclosures" codified SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments". ASC 820 applies to all
entities, transactions, and instruments that require or permit fair value measurements,
with specific exceptions and qualifications. The Company is required to disclose estimated
fair values of financial instruments. Unless otherwise indicated, the fair values of all
reported assets and liabilities, which represent financial instruments, none of which are
held for trading purposes, approximate are carrying values of such amounts. |
Cash and Cash Equivalents |
The Company
considers all liquid investments with a maturity of three months or less from the date of
purchase that are readily convertible into cash to be cash equivalents. |
Inventories are
stated at the lower of cost or market, cost being determined on the first-in, first-out
method. Inventories are written down if the estimated net realizable value is less than
the recorded value. |
Property
& equipment is stated at costs. Depreciation are computed using the straight-line
method over the estimated economic useful lives of the related assets as follows: |
|
Leasehold improvements |
5 years |
Furniture, fixture and
equipment |
5 years |
The Company
evaluates intangible assets for impairment, at least on an annual basis and whenever
events or changes in circumstances indicate that the carrying value may not be recoverable
from its estimated future cash flows. Recoverability of intangible assets, other
long-lived assets and, goodwill is measured by comparing their net book value to the
related projected undiscounted cash flows from these assets, considering a number of
factors including past operating results, budgets, economic projections, market trends and
product development cycles. If the net book value of the asset exceeds the related
undiscounted cash flows, the asset is considered impaired, and a second test is performed
to measure the amount of impairment loss. |
F-8
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 2 |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
The Company
accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109,
"Accounting for Income Taxes." Under the asset and liability method of ASC 740,
deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statements carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under ASC 740,
the effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period the enactment occurs. A valuation allowance is provided for
certain deferred tax assets if it is more likely than not that the Company will not
realize tax assets through future operations. |
Stock-based
compensation |
|
ASC
718 "Compensation - Stock Compensation" codified SFAS No. 123 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. |
Employees'
benefits and pension obligations |
Mandatory
contributions of five percent of gross salary payments, subject to certain minimum and
maximum levels, are made to defined contribution Mandatory Provident Fund schemes
("MPF schemes") pursuant to the laws of Hong Kong. These contributions are
charged to expense in the same period as the related salary cost. Total contributions made
by the Company to the MPF schemes were $nil and $542 for the year December 31, 2010 and
2009, respectively. |
Issuance
of shares for service |
The
Company accounts for the issuance of equity instruments to acquire goods and services
based on the fair value of the goods and services or the fair value of the equity
instrument at the time of issuance, whichever is more reliably measurable. |
The
Company recognizes its revenue in accordance with the Securities and Exchange Commissions
("SEC") Staff Accounting Bulletin No. 104, "Revenue Recognition in
Financial Statements" ("SAB 104"). Revenue is recognized upon shipment,
provided that evidence of an arrangement exists, title and risk of loss have passed to the
customer, fees are fixed or determinable and collection of the related receivable is
reasonably assured. Revenue is recorded net of estimated product returns, which is based
upon the Company's return policy, sales agreements, management estimates of potential
future product returns related to current period revenue, current economic trends, changes
in customer composition and historical experience. |
F-9
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 2 |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Foreign Currency Translation |
The accounts of
the Company's Hong Kong and China subsidiaries are maintained, in the Hong Kong dollars
(HK) and Chinese Renminbi, respectively. Such financial statements are translated into
U.S. Dollars (USD) in accordance with ASC 830 "Foreign Currency Translation"
which codified Statement of Financial Accounts Standards ("SFAS") No. 52,
"Foreign Currency Translation," with the respective currency as the functional
currency. According to the Statement, all assets and liabilities were translated at the
exchange rate on the balance sheet date, stockholder's equity are translated at the
historical rates and statement of operations items are translated at the weighted average
exchange rate for the year. The resulting translation adjustments are reported under other
comprehensive income in accordance with SFAS No. 130, "Reporting Comprehensive
Income. As of March 31, 2011, the comprehensive income was $67,030. |
Recent
Pronouncements |
|
Recently Implemented Standards |
ASC
105, Generally Accepted Accounting Principles ("ASC 105") (formerly
Statement of Financial Accounting Standards No.168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement
of FASB Statement No.162) reorganized by topic existing accounting and reporting
guidance issued by the Financial Accounting Standards Board ("FASB") into a
single source of authoritative generally accepted accounting principles ("GAAP")
to be applied by nongovernmental entities. All guidance contained in the Accounting
Standards Codification ("ASC") carries an equal level of authority. Rules and
interpretive releases of the Securities and Exchange Commission ("SEC") under
authority of federal securities laws are also sources of authoritative GAAP for SEC
registrants. Accordingly, all other accounting literature will be deemed
"non-authoritative". ASC 105 is effective on a prospective basis for financial
statements issued for interim and annual periods ending after September15, 2009. The
Company has implemented the guidance included in ASC 105 as of July1, 2009. The
implementation of this guidance changed the Company's references to GAAP authoritative
guidance but did not impact the Company's financial position or results of operations. |
ASC
855, Subsequent Events ("ASC 855") (formerly Statement of Financial Accounting
Standards No.165, Subsequent Events) includes guidance that was issued by the FASB in May
2009, and is consistent with current auditing standards in defining a subsequent event.
Additionally, the guidance provides for disclosure regarding the existence and timing of a
company's evaluation of its subsequent events. ASC 855 defines two types of subsequent
events, "recognized" and "non-recognized". Recognized subsequent
events provide additional evidence about conditions that existed at the date of the
balance sheet and are required to be reflected in the financial statements. Non-recognized
subsequent events provide evidence about conditions that did not exist at the date of the
balance sheet but arose after that date and, therefore; are not required to be reflected
in the financial statements. However, certain non-recognized subsequent events may require
disclosure to prevent the financial statements from being misleading. This guidance was
effective prospectively for interim or annual financial periods ending after June15, 2009.
The Company implemented the guidance included in ASC 855 as of April1, 2009. The effect of
implementing this guidance was not material to the Company's financial position or results
of operations. |
ASC
944, Financial Services - Insurance ("ASC 944") contains guidance that was
previously issued by the FASB in May 2008 as Statement of Financial Accounting Standards
No.163, Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB
Statement No.60 that provides for changes to both the recognition and measurement of
premium revenues and claim liabilities for financial guarantee insurance contracts that do
not qualify as a derivative instrument in accordance with ASC 815, Derivatives and Hedging
(formerly included under Statement of Financial Accounting Standards No.133, Accounting
for Derivative Instruments and Hedging Activities). This financial guarantee insurance
contract guidance also expands the disclosure requirements related to these contracts to
include such items as a company's method of tracking insured financial obligations with
credit deterioration, financial information about the insured financial obligations, and
management's policies for placing and monitoring the insured financial obligations. ASC
944, as it relates to financial guarantee insurance contracts, was effective for fiscal
years beginning after December15, 2008, except for certain disclosures related to the
insured financial obligations, which were effective for the third quarter of 2008. The
Company does not have financial guarantee insurance products, and, accordingly, the
implementation of this portion of ASC 944 did not have an effect on the Company's results
of operations or financial position. |
F-10
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 2 |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Recent
Pronouncements (Continued) |
|
Recently Implemented Standards (Continued) |
ASC 805,
Business Combinations ("ASC 805") (formerly included under Statement of
Financial Accounting Standards No.141 (revised 2007), Business Combinations) contains
guidance that was issued by the FASB in December 2007. It requires the acquiring entity in
a business combination to recognize all assets acquired and liabilities assumed in a
transaction at the acquisition-date fair value, with certain exceptions. Additionally, the
guidance requires changes to the accounting treatment of acquisition related items,
including, among other items, transaction costs, contingent consideration, restructuring
costs, indemnification assets and tax benefits. ASC 805 also provides for a substantial
number of new disclosure requirements. ASC 805 also contains guidance that was formerly
issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a
Business Combination That Arise from Contingencies which was intended to provide
additional guidance clarifying application issues regarding initial recognition and
measurement, subsequent measurement and accounting, and disclosure of assets and
liabilities arising from contingencies in a business combination. ASC 805 was effective
for business combinations initiated on or after the first annual reporting period
beginning after December15, 2008. The Company implemented this guidance effective
January1, 2009. Implementing this guidance did not have an effect on the Company's
financial position or results of operations; however it will likely have an impact on the
Company's accounting for future business combinations, but the effect is dependent upon
acquisitions, if any, that are made in the future. |
ASC
810, Consolidation ("ASC 810") includes new guidance issued by the FASB in
December 2007 governing the accounting for and reporting of noncontrolling interests
(previously referred to as minority interests). This guidance established reporting
requirements which include, among other things, that noncontrolling interests be reflected
as a separate component of equity, not as a liability. It also requires that the interests
of the parent and the noncontrolling interest be clearly identifiable. Additionally,
increases and decreases in a parent's ownership interest that leave control intact shall
be reflected as equity transactions, rather than step acquisitions or dilution gains or
losses. This guidance also requires changes to the presentation of information in the
financial statements and provides for additional disclosure requirements. ASC 810 was
effective for fiscal years beginning on or after December15, 2008. The Company implemented
this guidance as of January1, 2009. The effect of implementing this guidance was not
material to the Company's financial position or results of operations. |
ASC
825, Financial Instruments ("ASC 825") includes guidance which was issued in
February 2007 by the FASB and was previously included under Statement of Financial
Accounting Standards No.159, The Fair Value Option for Financial Assets and Financial
Liabilities Including an amendment of FASB Statement No.115. The related sections within
ASC 825 permit a company to choose, at specified election dates, to measure at fair value
certain eligible financial assets and liabilities that are not currently required to be
measured at fair value. The specified election dates include, but are not limited to, the
date when an entity first recognizes the item, when an entity enters into a firm
commitment or when changes in the financial instrument causes it to no longer qualify for
fair value accounting under a different accounting standard. An entity may elect the fair
value option for eligible items that exist at the effective date. At that date, the
difference between the carrying amounts and the fair values of eligible items for which
the fair value option is elected should be recognized as a cumulative effect adjustment to
the opening balance of retained earnings. The fair value option may be elected for each
entire financial instrument, but need not be applied to all similar instruments. Once the
fair value option has been elected, it is irrevocable. Unrealized gains and losses on
items for which the fair value option has been elected will be reported in earnings. This
guidance was effective as of the beginning of fiscal years that began after November15,
2007. The Company does not have eligible financial assets and liabilities, and,
accordingly, the implementation of ASC 825 did not have an effect on the Company's results
of operations or financial position. |
F-11
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 2 |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Recent
Pronouncements (Continued) |
|
Recently Implemented Standards (Continued) |
ASC 820, Fair
Value Measurements and Disclosures ("ASC 820") (formerly included under
Statement of Financial Accounting Standards No.157, Fair Value Measurements) includes
guidance that was issued by the FASB in September 2006 that created a common definition of
fair value to be used throughout generally accepted accounting principles. ASC 820 applies
whenever other standards require or permit assets or liabilities to be measured at fair
value, with certain exceptions. This guidance established a hierarchy for determining fair
value which emphasizes the use of observable market data whenever available. It also
required expanded disclosures which include the extent to which assets and liabilities are
measured at fair value, the methods and assumptions used to measure fair value and the
effect of fair value measures on earnings. ASC 820 also provides additional guidance for
estimating fair value when the volume and level of activity for the asset or liability
have significantly decreased. The emphasis of ASC 820 is that fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction between willing market participants, under current market conditions. ASC 820
also further clarifies the guidance to be considered when determining whether or not a
transaction is orderly and clarifies the valuation of securities in markets that are not
active. This guidance includes information related to a company's use of judgment, in
addition to market information, in certain circumstances to value assets which have
inactive markets. |
Fair
value guidance in ASC 820 was initially effective for fiscal years beginning after
November15, 2007 and for interim periods within those fiscal years for financial assets
and liabilities. The effective date of ASC 820 for all non-recurring fair value
measurements of nonfinancial assets and nonfinancial liabilities was fiscal years
beginning after November15, 2008. Guidance related to fair value measurements in an
inactive market was effective in October 2008 and guidance related to orderly transactions
under current market conditions was effective for interim and annual reporting periods
ending after June15, 2009. |
The
Company applied the provisions of ASC 820 to its financial assets and liabilities upon
adoption at January1, 2008 and adopted the remaining provisions relating to certain
nonfinancial assets and liabilities on January1, 2009. The difference between the carrying
amounts and fair values of those financial instruments held upon initial adoption, on
January1, 2008, was recognized as a cumulative effect adjustment to the opening balance of
retained earnings and was not material to the Company's financial position or results of
operations. The Company implemented the guidance related to orderly transactions under
current market conditions as of April1, 2009, which also was not material to the Company's
financial position or results of operations. |
Recently Issued Standards |
In August 2009,
the FASB issued ASC Update ("ASU") No.2009-05, Fair Value Measurements and
Disclosures (Topic 820): Measuring Liabilities at Fair Value ("ASC Update
No.2009-05"). This update amends ASC 820, Fair Value Measurements and Disclosures
and provides further guidance on measuring the fair value of a liability. The guidance
establishes the types of valuation techniques to be used to value a liability when a
quoted market price in an active market for the identical liability is not available, such
as the use of an identical or similar liability when traded as an asset. The guidance also
further clarifies that a quoted price in an active market for the identical liability at
the measurement date and the quoted price for the identical liability when traded as an
asset in an active market when no adjustments to the quoted price of the asset are
required are both Level 1 fair value measurements. If adjustments are required to be
applied to the quoted price, it results in a level 2 or 3 fair value measurement. The
guidance provided in the update is effective for the first reporting period (including
interim periods) beginning after issuance. The Company does not expect that the
implementation of ASC Update No.2009-05 will have a material effect on its financial
position or results of operations. |
F-12
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 2 |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Recent
Pronouncements (Continued) |
Recently Issued Standards (continued) |
In
September 2009, the FASB issued ASC Update ("ASU") No.2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate
Net Asset Value per Share (or Its Equivalent) ("ASU No.2009-12"). This
update sets forth guidance on using the net asset value per share provided by an investee
to estimate the fair value of an alternative investment. Specifically, the update permits
a reporting entity to measure the fair value of this type of investment on the basis of
the net asset value per share of the investment (or its equivalent) if all or
substantially all of the underlying investments used in the calculation of the net asset
value is consistent with ASC 820. The update also requires additional disclosures by each
major category of investment, including, but not limited to, fair value of underlying
investments in the major category, significant investment strategies, redemption
restrictions, and unfunded commitments related to investments in the major category. The
amendments in this update are effective for interim and annual periods ending after
December15, 2009 with early application permitted. The Company does not expect that the
implementation of ASC Update No.2009-12 will have a material effect on its financial
position or results of operations. |
In
October 2009, the FASB issued FASB issued ASU No. 2009-13, Revenue Recognition (Topic
605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues
Task Force). ( "ASC Update No. 2009-13"). This updates set forth the guidance on
the existing multiple-element arrangement currently in FASB Topic 605-25 (Revenue
Recognition - Multiple-Element Arrangements). This new guidance eliminates the requirement
that all undelivered elements have objective evidence of fair value before a company can
recognize the portion of the overall arrangement fee that is attributable to the items
that have already been delivered. Further, companies will be required to allocate revenue
in arrangements involving multiple deliverables based on the estimated selling price of
each deliverable, even though such deliverables are not sold separately by either company
itself or other vendors. This new guidance also significantly expands the disclosures
required for multiple-element revenue arrangements. The revised guidance will be effective
for the first annual period beginning on or after June 15, 2010. The Company does not
expect that the implementation of ASU No. 2009-13 will have a material effect on its
financial statements. |
In
2010, the FASB issued ASC Update ("ASU") No. 2010-01, Equity (Topic 505): Accounting for
Distributions to Shareholders with Components of Stock and Cash. This update clarify that the
stock portion of a distribution to shareholders that allows them to elect to receive cash or
stock with a potential limitation on the total amount of cash that all shareholders can elect
to receive in the aggregate is considered a share issuance that is reflected in earnings per
share prospectively and is not a stock dividend. This ASU codified the consensus reached in
EITF Issue No. 09-E "Accounting for Stock Dividends, Including Distributions to Shareholders
with Components of Stock and Cash". ASU 2010-01 is effective for interim and annual periods
ending on or after December 15, 2009, and should be applied on a retrospective basis. The
adoption of this update did not have any impact on the Company's financial statements.
|
In 2010, the FASB
issued ASC Updated ("ASU") No. 2010-02, Consolidation (Topics 810) - Accounting and Reporting
for Decreases in Ownership of a Subsidiary - A Scope Clarification This updated provides
guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An
entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling
financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes
a gain or loss on the transaction and measures any retained investment in the subsidiary at fair
value. The gain or loss includes any gain or loss associated with the difference between the
fair value of the retained investment in the subsidiary and its carrying amount at the date the
subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in
its ownership interest of a subsidiary that does not result in a change of control of the
subsidiary as an equity transaction. The adoption of this update did not have any impact on
the Company's financial statements.
|
F-13
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 2 |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Recent
Pronouncements (Continued) |
Accounting Standards Issued
But Not Yet Effective |
In 2010, the FASB issued ASC Update ("ASU") No. 2010-13, Compensation - Stock Compensation
(Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the
Currency of the Market in Which the Underlying Equity Security Trades. This update is to
codify the consensus reached in EITF Issue No. 09-J, "Effect of Denominating the Exercise
Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying
equity Security Trades" The amendments to the Codification clarify that an employee share-based
payment award with an exercise price denominated in the currency of a market in which a
substantial portion of the entity's equity shares trades should not be considered to contain a
condition that is not a market, performance, or services condition. Therefore, an entity would
not classify such an award as a liability if it otherwise qualifies as equity. The adoption of
this update did not have any impact on the Company's financial statements.
|
In 2010, the FASB issued ASC Update ("ASU") No. 2010-21, Accounting for Technical Amendments
to Various SEC Rules and Schedules. This update amends various SEC paragraphs in the FASB
Accounting Standards Codification pursuant to SEC Final Rule, "Technical Amendments to Rules
Forms, Schedules and Codification of Financial Reporting Policies". The adoption of this update
did not have any impact on the Company's financial statements.
|
In 2010, the FASB issued ASC Update ("ASU") No. 2010-22, Accounting for Various Topics. This
update amends various SEC paragraphs in the FASB Accounting Standards Codification based on
external comments received and the issuance of Staff Accounting Bulletin (SAB) No. 112 which
amends or rescinds portion of certain SAB topics. SAB 112 was issued to being existing SEC
guidance into conformity with ASC 805 "Business Combination" and ASC 810 "Consolidation".
The adoption of this update did not have any impact on the Company's financial statements.
|
Certain comparative
amounts have been reclassified to conform to the current period's presentation. |
F-14
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 3 |
UNCERTAINTY
OF ABILITY TO CONTINUE AS A GOING CONCERN |
The
Company's financial statements are prepared using the generally accepted accounting
principles applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. As of March 31, 2011, the
Company has incurred an accumulated deficits totaling $13,963,062 and its current
liabilities exceed its current assets by $2,374,130. In view of the matters described
above, recoverability of a major portion of the recorded asset amounts shown in the
accompanying balance sheets is dependent upon continued operations of the Company, which
in turn is dependent upon the Company's ability to raise additional capital, obtain
financing and to succeed in its future operations. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern. |
Management
has taken the following steps to revise its operating and financial requirements, which it
believes are sufficient to provide the Company with the ability to continue as a going
concern. The Company is actively pursuing additional funding and potential merger or
acquisition candidates and strategic partners, which would enhance stockholders'
investment. Management believes that the above actions will allow the Company to continue
operations through the next fiscal year. |
NOTE 4 |
STOCKHOLDERS'
EQUITY |
On June 18, 2010
the Company issued 10,000,000 shares of Common Stock pursuant to a Stock Purchase
Agreement to acquire 50% controlling interests in AX Organic Limited. |
On October 8,
2010 the Group completed the transaction to acquire 69% interests in China Integrated
Media Corporation Limited ("CIMC"), a public company in Australia, by the
issuance of 10,000,000 shares in the Company as part of the purchase consideration. CIMC
is in the business of television media and digital signage boards. |
NOTE 5 |
STOCK
OPTIONS AND WARRANTS |
The Company
adopted ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123
(Revised 2004), Share Based Payment ("SFAS No. 123R"), under the
modified-prospective transition method on April 1, 2006. SFAS No. 123R requires companies
to measure and recognize the cost of employee services received in exchange for an award
of equity instruments based on the grant-date fair value. |
2002 Stock Option
Plan Effective on
October 11, 2002, the Company adopted the 2002 Stock Option Plan (the "2002
Plan") allowing for the awarding of options to acquire shares of common stock. This
plan provides for the grant of incentive stock options to key employees and directors.
Options issued under this plan will expire over a maximum term of ten years from the date
of grant. |
On
May 18, 2007, the board of directors approved to issue 12,300,000 stock options to
employees to purchase shares of our Common Stock under the 2002 Stock Option Plan, at
exercise price of $0.038 for a vesting period of 3 years. The 12,300,000 stock options
expired on May 17, 2010. |
On
April 16, 2010, the board of directors approved to issue 19,000,000 stock options to
employees to purchase shares of our Common Stock under the 2002 Stock Option Plan, at
exercise price of $0.010 for an option period of 5 years, and for these options 50% of the
entitlement is vested immediately to option holders and the remaining 50% shall be vested
in one year from the date of issue of the option. |
As
of March 31,2011, the Company has 19,000,000 stock options outstanding and the option
liabilities is $231,577. |
F-15
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 5 |
STOCK
OPTIONS AND WARRANTS (Continued) |
Following
is a summary of the activities of the 2002 Stock Option Plan for the period ended
September 30, 2010: |
|
Options outstanding
|
Outstanding,
December 31, 2010 |
19,000,000 |
Granted
during the period |
- |
Forfeited/lapsed
during the period |
- |
Exercised
during the period |
- |
|
--------------------------- |
Outstanding,
March 31, 2011 |
19,000,000 |
|
================ |
Following is a summary of the status of options outstanding at March 31, 2011: |
|
|
|
|
|
|
|
Outstanding Options |
|
Exercisable Options |
----------------------- |
|
----------------------------------------------------- |
Grant
Date |
Exercise
Price |
Number |
Average Remaining
Contractual Life |
Average
Exercise Price |
Number |
Intrinsic Price |
|
|
|
|
|
|
|
4/16/2010 |
$0.010 |
19,000,000 |
4.04 |
$0.010 |
19,000,000 |
$0.00 |
During the period on May 17, 2010, 12,300,000 stock options expired and on April 16, 2010,
the Company granted 19,000,000 stock options to 5 qualified persons. As of March 31, 2011,
there were 19,000,000 outstanding stock options.
|
The assumptions used in
calculating the fair value of options granted using the Black-Scholes option pricing model
are as follows: |
i) The 17,500,000 stock options granted on December 23, 2006 were expired on December 22,
2009: |
|
Grant
date: |
12/23/2006 |
|
|
|
|
Risk-free interest rate |
4.63% |
|
|
|
|
Expected
life of the options |
3.00 years |
|
|
|
|
Expected
volatility |
95% |
|
|
|
|
Expected
dividend yield |
0 |
|
|
|
ii) The 12,300,000 stock options granted on May 18, 2007 were expired on May 17, 2010: |
|
Grant
date: |
5/18/2007 |
|
|
|
|
Risk-free interest rate |
4.63% |
|
|
|
|
Expected
life of the options |
3.00 years |
|
|
|
|
Expected
volatility |
139% |
|
|
|
|
Expected
dividend yield |
0 |
|
|
|
ii) The
outstanding 19,000,000 stock options granted on April 16, 2010 and will expire on April
16, 2015: |
|
Grant
date: |
4/16/2010 |
|
|
|
|
Risk-free interest rate |
3.25% |
|
|
|
|
Expected
life of the options |
5.00 years |
|
|
|
|
Expected
volatility |
250% |
|
|
|
|
Expected
dividend yield |
0 |
|
|
|
F-16
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 5 |
STOCK
OPTIONS AND WARRANTS (Continued) |
2007 Stock Incentive
Plan |
On
February 19, 2007, the Company adopted the 2007 Stock Incentive Plan (the "2007
Plan") allowing for the awarding of options to acquire shares of common stock. This
plan provides for the grant of incentive stock options to key employees, directors and
consultants. Options issued under this plan will expire over a maximum term of ten years
from the date of grant. The Company had not issued any stock options under this scheme. |
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. |
During the year
2007, the Company had issued a total of 5,811,300 shares to its staff and consultants for
their service provided. |
No shares were
issued under the registration statement on Form S-8 during the year 2009 and 2008. As at
June 30, 2010 there were 32,588,700 shares available underlying stock options under the
2007 Stock Incentive Plan. |
As of March 31,
2011, there were no outstanding stock options to purchase shares of our Common Stock under
the 2007 Stock Incentive Plan. |
In December
2006, the Company entered into an Equity Line of Credit Agreement ("ELOC") to
sell commons stock of the Company up to $2,500,000. As part of this agreement, the Company
issued, inter alia, stock warrants for a total of 31,250,000 shares of Common Stock in the
Company. In October 2007, 500,000 warrant shares were exercised. The remaining 30,750,000
stock warrants expired in May 2009. |
As part of the
ELOC agreement above, the Company also issued 527,776 stock warrants as part of commission
in relation to the draw down of the Debenture Purchase Agreement. All these stock warrants
expired in May 2009. |
As
at March 31, 2011, there is no warrant share outstanding. |
F-17
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 6 |
STOCK
PURCHASE AGREEMENTS |
a) |
On
June 18, 2010 the Company issued 10,000,000 shares of Common Stock pursuant to a Stock
Purchase Agreement to acquire 50% controlling interests in AX Organic Limited. |
b) |
On
October 8, 2010 the Company issued 10,000,000 shares of Common Stock as part of the
purchase consideration pursuant to a Sale and Purchase Agreement to acquire 69%
controlling interests in China Integrated Media Corporation Limited. |
c) |
On
February 22, 2011 the Company entered into an agreement to issue 2,205,376 shares in the
Company as part of the consideration to acquire share investment.. |
NOTE 7 |
DUE
FROM RELATED PARTIES |
Due from related
parties are summarized as follows: |
|
|
March 31, 2011
|
|
December 31, 2010
|
|
|
US$ |
|
US$ |
|
|
|
|
|
Advance to supplier |
(a) |
241,288 |
|
231,424 |
Due from investment
company |
(b) |
1,470 |
|
12,143 |
Due from former
subsidiary company |
(c) |
95,523 |
|
95,535 |
Due from director of
subsidiary company |
(d) |
- |
|
613 |
|
|
---------------- |
|
---------------- |
|
|
338,281 |
|
339,715 |
|
|
=========== |
|
=========== |
a) |
Advance
to suppliers is the deposit for the purchases of M.A.G.I.C. phone paid to AdvanceTech
Communications Sdn. Bhd. ("ATC"). Our director, Mr. LOI Cheng Pheng is a
director and shareholder of ATC. |
b) |
Due
from investment company is an amount due from China Integrated Media Corporation Ltd in which
our director Mr. Con Unerkov is a shareholder. |
c) |
This
is amount due from a former subsidiary company, AX Organic Limited, which was disposed
during the year. |
d) |
The
amount due from director of subsidiary company was repaid during the period. |
NOTE 8 |
PROPERTY
AND EQUIPMENT, NET |
Property and equipment
is summarized as follows: |
|
|
March
31, 2011 |
|
December
31, 2010 |
|
|
US$ |
|
US$ |
Cost |
|
|
|
|
Furniture, fixtures and
equipment |
|
7,216 |
|
7,216 |
Computers |
|
7,797 |
|
8,058 |
Automobile |
|
47,951 |
|
47,951 |
|
|
--------------- |
|
--------------- |
|
|
62,964 |
|
63,225 |
Additional cost : |
|
|
|
|
Furniture, fixtures and
equipment |
|
- |
|
- |
Accumulated
depreciation |
|
(51,061) |
|
(48,181) |
|
|
--------------- |
|
--------------- |
Balance at end of
period |
|
11,903 |
|
15,044 |
|
|
=========== |
|
=========== |
F-18
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 9 |
ADVANCE
PAYMENT FOR DISTRIBUTION RIGHTS |
On
January 25, 2006, the Company entered into an agreement with Fleming Assets Limited
("Fleming") to acquire the distribution rights for the M.A.G.I.C. Convergent
Communications Device for the territories of China and Hong Kong. Under the agreement the
Company will issue the following shares to Fleming: |
*
|
Within one month of signing the agreement, one million shares of the Company; |
* |
Within one
month of receiving the prototype devices, one million shares of the Company; |
* |
Within one
month of receiving the product from commercial production, two million shares of the
Company; and |
* |
A royalty
payment of 100,000 shares of the Company for every 5,000 devices sold for the next 3
years. |
The
Company issued 1,000,000 shares of common stock in 2006 upon signing the agreement. |
|
|
March 31, 2011
|
|
December 31, 2010
|
|
|
US$ |
|
US$ |
|
|
|
|
|
Balance at beginning of
period /year |
|
- |
|
4,791,676 |
Impairment charge
during period / year |
|
- |
|
(4,791,676) |
Goodwill on acquisition
of subsidiary during period / year |
|
- |
|
- |
|
|
------------------- |
|
------------------- |
Balance at end of
period / year |
|
- |
|
- |
|
|
=========== |
|
=========== |
NOTE 11 |
OTHER
PAYABLES AND ACCRUALS |
Other payables and accruals are summarized as follows: |
|
|
March
31, 2011 |
|
December
31, 2010 |
|
|
US$ |
|
US$ |
|
|
|
|
|
Accrued salaries and
wages |
|
19,746 |
|
25,694 |
Accrued interest |
|
17,844 |
|
12,629 |
Accrued accounting,
legal and consulting fee |
|
235,323 |
|
218,823 |
Accrued office and
related expenses |
|
92,230 |
|
96,182 |
Other payables |
(a) |
137,570 |
|
97,804 |
Other payables to staff |
|
76,950 |
|
76,951 |
Deposit from customers |
|
19,569 |
|
19,571 |
|
|
----------------- |
|
----------------- |
Balance at end of
period / year |
|
599,232 |
|
547,654 |
|
|
=========== |
|
=========== |
a) |
Other
payables are Company expenses such as postage, sundries, etc., and advanced on behalf of
the Company from various parties. |
F-19
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
As
of December 31, 2010, the Company had two short term debts for a total amount of $214,591
which consisted of a debt of $114,591 and $100,000 as further described below.
The Company had an outstanding
unsecured debt payable, of $114,591 (December 31, 2009: $99,645), with annual interest
rate of 10%. This debt is due on May 31, 2011. The Company recorded accrued interest of
$6,684 for the year ended December 31, 2010 (year ended December 31, 2009: $9,964).
The Company also had during the
year entered into two loan agreements of $50,000 each for a total of $100,000. Both the
loans are unsecured, bears interest at 10% per annum, repayable on June 3, 2011 and July
5, 2011. Initially, the holder of these loans can convert the loan into Common Stock of
the Company at any time prior to the maturity of the loan and at a conversion price of
US$0.02 per share. Subsequent to the year end in April 2011, the terms of the loan was
amended as follows: i) the interest rate was increased to 12% with effect from January 1,
2011, and ii) the loan was extended for one more year and the convertible feature was
cancelled with effect December 30, 2010. |
NOTE 13 |
DUE
TO OFFICERS AND DIRECTORS |
The
amounts due to directors and officers are interests free, unsecured and repayable on
demand. The balance of due to directors and officers is $1,065,976 as of March 31, 2011
(December 31, 2010: $1,085,855). |
NOTE 14 |
DUE
TO RELATED PARTIES |
Due to related parties are
summarized as follows: |
|
|
March
31, 2011 |
|
December
31, 2010 |
|
|
US$ |
|
US$ |
|
|
|
|
|
Due to shareholders |
(a) |
740,124 |
|
698,889 |
Due to investment
company |
(b) |
32,908 |
|
- |
Due to directors of
subsidiary companies |
(c) |
158,768 |
|
156,499 |
|
|
----------------- |
|
------------------- |
|
|
931,800 |
|
855,388 |
|
|
=========== |
|
=========== |
(a)
The amounts due to shareholders are unsecured, repayable on demand and is interest free
except for the $50,000 which bears interests at 6% per annum. Included in the amount is
$229,281 (2010: $229,435) which is due to our beneficial shareholder and director of the
Company Mr. PK Lam.
|
(b)
The amount due to an investment company is interest free, unsecured and repayable on demand.
|
(c)
The amount due to directors of subsidiary companies is interest free, unsecured and repayable on demand.
|
F-20
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
|
|
March 31, 2011
|
|
December 31, 2010
|
|
|
US$ |
|
US$ |
|
|
|
|
|
Shareholder Loan |
|
2,000,000 |
|
2,000,000 |
Other Loan |
|
- |
|
- |
|
|
------------ |
|
------------ |
|
|
2,000,000 |
|
2,000,000 |
|
|
=========== |
|
=========== |
The
long term shareholder loan of $2,000,000 is unsecured, bears interest at 8% per annum,
repayable on November 25, 2010. On November 25, 2009 the repayment of the loan was
extended for a further two years to November 25, 2012. |
The
other loan is unsecured, accrue interest at 10% per annum and payable on May 31, 2011. At
the balance sheet date, this loan was reclassified to short term loan (note 12). |
NOTE 16 |
INVESTMENT IN SHARES |
Investment in shares relates to acquisition of 5% interests in Advance Tech Communications
Sdn. Bhd.("ATC") for US$81,556 as announced in Form 8K filed on February 22, 2011. In
accordance to the agreement, the Company shall issue the 2,205,376 shares as part of the
consideration within two months from the completion date. As at the date of this report,
the Company still has not issued the shares as it is pending the delivery of the ATC shares,
which is expected in June 2011. |
No provision was made for income tax for the year ended December 31, 2010 and 2009, since the
Company and its subsidiaries had significant net operating loss. In the year ended December
31, 2010 and 2009, the Company and its subsidiaries incurred net operating losses for tax purposes
of approximately $5,597,741 and $2,534,104, respectively. Total net operating losses carry forward
at December 31, 2010 and 2009, (i) for Federal and State purpose were $11,063,748 and $6,113,311,
respectively and (ii) for its entities outside of the United States were $1,707,655 and $1,454,671,
respectively for the two years. The net operating loss carry-forwards may be used to reduce taxable
income through the year 2025. The availability of the Company's net operating loss carry-forwards
are subject to limitation if there is a 50% or more change in the ownership of the Company's stock.
|
There was no significant difference between reportable income tax and statutory income tax. The
gross deferred tax asset balance as of December 31, 2010 and 2009 was approximately $4,624,137
and $2,601,000, respectively. A 100% valuation allowance has been established against the deferred
tax assets, as the utilization of the loss carry-forwards cannot reasonably be assured.
|
A reconciliation between the income tax computed at the Hong Kong and PRC China statutory rate
and the Group's provision for income tax is as follows:
|
|
|
2010
|
|
2009
|
|
|
---------------------- |
|
---------------------- |
|
|
|
|
|
Hong Kong statutory rate |
|
16.5% |
|
16.5% |
Valuation allowance - Hong Kong rate |
|
(16.5%) |
|
(16.5%) |
PRC China Enterprise Income Tax |
|
(25%) |
|
(25%) |
Valuation allowance - PRC rate |
|
(25%) |
|
(25%) |
|
|
---------------------- |
|
---------------------- |
Provision for income tax |
|
- |
|
- |
|
|
============= |
|
============= |
F-21
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 18 |
SEGMENT
REPORTING |
Business
Segments
For management purposes, the
Group currently organized into three operating units - advertising, telecommunication
devices, and product services. Turnover represents the net amounts received and receivable
for goods sold or services provided by the Group during the period. These units are the
basis on which the Group reports its primary segment information.
Segment information about these
businesses is presented below. |
|
|
Advertising |
Telecommunication Device |
Product Services |
Consolidated |
|
|
|
|
|
|
For the three months ended March 31, |
For the three months ended March 31, |
For the three months ended March 31, |
For the three months ended March 31, |
|
2011 |
2010 |
2011 |
2010 |
2011 |
2010 |
2011 |
2010 |
|
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
|
|
|
|
|
|
|
|
|
Turnover |
28,889 |
15,532 |
- |
- |
- |
- |
28.889 |
15,532 |
|
======= |
======= |
======= |
====== |
====== |
====== |
========= |
========= |
Segment results |
13,413 |
(2,919) |
- |
(4,521) |
- |
- |
13,413 |
(7,440) |
|
======= |
======= |
======= |
====== |
====== |
====== |
|
|
Unallocated corporate income |
|
|
|
|
|
|
- |
- |
|
|
|
|
|
|
|
|
|
Unallocated corporate expenses |
|
|
|
|
|
|
(62,812) |
(77,892) |
|
|
|
|
|
|
|
-------------- |
-------------- |
Loss from operations |
|
|
|
|
|
|
(49,399) |
(85,332) |
|
|
|
|
|
|
|
|
|
Finance costs |
|
|
|
|
|
|
(46,620) |
(42,491) |
|
|
|
|
|
|
|
-------------- |
-------------- |
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
|
|
|
|
(96,019) |
(127,823) |
|
|
|
|
|
|
|
========= |
========= |
|
|
|
|
|
|
|
As at March 31 |
|
|
|
|
|
|
|
2011 |
2010 |
ASSETS |
|
|
|
|
|
|
|
|
Segment assets |
9,881 |
4,812,746 |
355,152 |
239,416 |
- |
- |
365,033 |
5,052,162 |
|
|
|
|
|
|
|
|
|
Unallocated corporate assets |
|
|
|
|
|
|
535,472 |
165,324 |
|
|
|
|
|
|
|
-------------- |
-------------- |
Consolidated total assets |
|
|
|
|
|
|
900,505 |
5,217,486 |
|
|
|
|
|
|
|
========= |
========= |
LIABILITIES |
|
|
|
|
|
|
|
|
Segment liabilities |
127,591 |
140,859 |
- |
- |
- |
- |
127,591 |
140,859 |
|
|
|
|
|
|
|
|
|
Unallocated corporate liabilities |
|
|
|
|
|
|
5,043,176 |
4,212,625 |
|
|
|
|
|
|
|
-------------- |
-------------- |
Consolidated total liabilities |
|
|
|
|
|
|
5,170,767 |
4,353,484 |
|
|
|
|
|
|
|
========= |
========= |
Depreciation of fixed assets |
2,797 |
2,797 |
343 |
343 |
- |
- |
3,140 |
3,140 |
|
|
|
|
|
|
|
|
|
|
======= |
======= |
======= |
====== |
====== |
====== |
========= |
========= |
F-22
CHINA MEDIA GROUP CORPORATION |
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 19 |
COMMITMENTS
AND CONTINGENCIES |
(a) |
The
Company leases office premises for its operations in United States and Hong Kong under
operating leases. Rental expenses under operating lease for the three month ended March
31, 2011 and for the year ended December 31, 2010 was $5,825 and $24,404, respectively.
Future minimum rental payments
under non-cancelable operating leases for the three month ended March 31, 2011 and for the
year ended December 31, 2010 are $18,652 and $25,023, respectively. |
(b) |
On
or about May 7, 2008, the Company received a correspondence from a law firm regarding
complaints on some transmission of unsolicited facsimile allegedly from the Company in
2006, and advised of potential litigation. The Company has never sent or authorized any
unsolicited facsimile transmission, and the Company has taken every possible effort to
distance from these unauthorized transmissions. The Company firmly believes that the
complaint is frivolous and without basis, and is consulting with its legal attorney. The
Company would vigorously defend any such legal action if pursued. |
(c) |
Under
the Distribution Rights Agreement for M.A.G.I.C. Convergent Device, the Company is
committed to issue shares under certain conditions as set out in Note 9. |
NOTE 20 |
RELATED
COMPANY TRANSACTIONS |
The Company agreed to pay
directors and officers a monthly salary for services performed. During the year ended December
31, 2010 and 2009, the Company paid the directors and its officers and their services companies
a total remuneration of $9,000 and $12,000, respectively. During the period under review, the
Directors and officers did not receive any remuneration from the Group. |
On November 25 2005, a subsidiary of the
Company signed a loan agreement with one of its major shareholder, Central High Limited for a
loan of $2,000,000. This long term shareholder loan is unsecured and repayable on November 25,
2010, and bears interest of 8% per annum. On November 25, 2009 the repayment of the loan was
extended for a further two years to November 25, 2012. The accrued interest for 2010 was
$160,000 (2009: $160,000) and $40,000 for the three months period ended March 31, 2011. |
NOTE 21 |
SUBSEQUENT
EVENTS |
(a) |
As
disclosed in the Form 8-K filed with the SEC on April 14, 2011 the Group disposed 51%
interests in its investment held for resale in Jademan International Limited
("Jademan") for HK$1,377,000 (about US$176,538). The Group realized a gross
profit of about $89,000 on the sale of this investment in shares. Jademan's main asset
was its equity holding in China Integrated Media Corporation Limited. |
(b) |
The
Group has evaluated all other subsequent events through May 19, 2011, the date these
consolidated financial statements were issued, and determined that there were no other
additional subsequent events or transactions that require recognition or disclosures in
the financial statements. |
F-23
Item 2. |
Management's
Discussion and Analysis of Financial Condition and Results of Operations. |
Forward Looking Statements |
THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT OF
THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF
FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT. FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "MAY",
"SHALL", "COULD", "EXPECT", "ESTIMATE",
"ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE",
"SHOULD", "CONTINUE", OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR
THE NEGATIVE OF THOSE TERMS. THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING
INFORMATION HAVE BEEN COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY
MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE
INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.
THE ASSUMPTIONS USED FOR PURPOSES
OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION REPRESENT
ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO UNCERTAINTY AS TO POSSIBLE CHANGES IN
ECONOMIC, LEGISLATIVE, INDUSTRY, AND OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION
AND INTERPRETATION OF DATA AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING
ASSUMPTIONS FROM AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO
THE EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY FROM
ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED ON THE
ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. WE CANNOT GUARANTY THAT ANY OF THE
ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING
INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING
STATEMENTS. |
Critical Accounting Policy and Estimates |
Our Management's Discussion and Analysis of Consolidated Financial Condition and Results
of Operations section discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States
of America. The preparation of these consolidated financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. On an on-going basis, management
evaluates its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation. Management bases
its estimates and judgments on historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under
different assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our consolidated financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not readily
apparent from other sources. These accounting policies are described at relevant sections
in this discussion and analysis and in the notes to the consolidated financial statements
included in our Quarterly Report on Form 10-Q for the period ended March 31, 2011.
|
OUR BACKGROUND. The Company was incorporated in Texas on October 1, 2002 and was
originally formed to be a frozen drink machine rental service. It was intended to
specialize in renting frozen drink machines for gatherings such as wedding receptions,
birthday parties, football parties, anniversaries, family reunions, weekend barbeques,
social functions and fund raising events, as well as any other type of occasion. From the
beginning, this business was at the first stage of development and the primary focus was
on continuing to developing and revising our business strategies.
|
In January 2005, the Company changed its name to International Debt Exchange Associates
Inc. reflecting the Company's intent to become a diverse company through mergers and
acquisitions and still maintained the current business as a frozen drink machine rental
service.
|
In September 2005, the Company changed its board of directors whom has since changed the
Company name to China Media Group Corporation to reflect the Company's intent to focus all
its efforts in 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.
|
OUR BUSINESS. Our mission is to become one of China's leading 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. In order
to facilitate this, the Company established 4 strategic business units being
"Advertising" "Print" "Telecommunications and Mobile
Computing" and "Products and Services".
|
In March 2007, we acquired the entire issued share capital of Good World Investments
Limited ("Good World") which owns 50% of Beijing Ren Ren Health Culture
Promotion Limited ("Beijing Ren Ren"). Good World is an investment holding
company and Beijing Ren Ren is in the business of advertising in promoting health
education and health awareness in China under the program Great Wall of China Project as
further described below. |
We plan to offer advertising services in China. These advertising services would be 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 campaigns.
|
Due to the recent global economic recession, companies have been more cautious in their
discretionary spending. We believe that the China advertising market has rebounded with
the continued growth of its economy. We will look to re-launch the outdoor advertising
markets and to raise the adequate capital to roll out the Beijing Ren Ren outdoor project.
We will also explore other markets in the Asia region for any synergistic business
opportunities.
|
Although we have established 4 business units, only three units have begun in operation,
i.e.: Advertising, Telecommunications and Mobile Computing and Products Services. In
summary, some major events during this quarter were as follows:
|
On March 13, 2007, the Company acquired 100% of the issued and outstanding shares of Good
World Investments Limited, which owns 50% of the registered capital of Beijing Ren Ren
Health Culture Promotion Limited ("BRR"). BRR is working with the Chinese
Government on a benevolent project named "Great Wall of China Project" to
advertise and promote health education and health awareness in China. We believe BRR
provides a strategic advertising platform for us to launch our advertising operations in
China as it can advertise in hospitals and districts in China. During the period the
Company did not derive any advertising income from the BRR project but has recorded
$10,298 in relation to other advertising services.
|
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 still at an early stage as we are developing strategies 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 with AdvanceTech Communications Sdn. Bhd.
("ATC") to market and distribute the devices developed by ATC worldwide other
than the countries already under distribution by the Company. 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 sector of the mobile phone market. We expect to receive the
final prototype for M.A.G.I.C. W3 by Q3 2011. There has been no other significant update
for the M.A.G.I.C. W3.
|
We have commenced a Products Services Unit to build brands recognition and to take
advantage of our contacts networks, distribution channel and trading partners. We will
leverage off our advertising platform to develop our own brands name for select products.
This will uniquely position our Product Services for brand awareness as well as develop a
long term business unit that will serve both consumers and industries markets. During this
quarter, we did not realize any revenue from this business unit. However the Group is in
discussion and exploring other products that can be distributed in our product services
unit.
|
As announced in the Form 8K in April 2010, the Company entered into an agreement to
acquire controlling interests in AX Organic Limited, a company that is in the business of
marketing, sales and distribution of organic fertilizers and vegetables. This agreement,
closed in June 2010. Through this initial agreement, we expect that this new product line
of organic fertilizers and produce will enable us to promote healthy living and healthy
products under the Population Great Wall of China project as described in Advertising
business unit above. During the period, we have started the preparation for the soil
remediation for the project in Huangpi, China. However due to poor weather conditions in
the quarter and financial difficulties encountered by our customer, we are waiting for
clearance to continue our work. We expect to know the status of the Huangpi soil
remediation project before the end of the year.
|
Plan of operations OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS.
We hope to generate additional
revenues in the next twelve months by engaging business operations through internal growth
and through strategic acquisitions and cooperative advertising agreements, as described
more fully under "Overview" above. |
We have cash and cash equivalents of $23,877 as of March 31, 2011; an increase from the
previous period end of December 31, 2010. In the opinion of management, these funds will
not satisfy our working capital requirements to operate at our current level of activity
for the next twelve months. To effectuate our business plan, during the next twelve
months, we must arrange for adequate funding to implement our plans of increasing our
advertising offerings and promote our advertising services, through cooperation agreements
and otherwise.
|
Management intends to continue to raise additional financing through debt and equity
financing or other means and interests that it deems necessary, with a view to
implementing our business plan and building a revenue base. We plan to use the proceeds of
such financings to provide working capital to our operations and increase our capital
expenditure for marketing and working with our co-operative partners. There can be no
assurances that sufficient financing will be available on terms acceptable to us or at
all. Our forecast for the period for which financial resources will be needed to support
our operations involves risks and uncertainties and actual results could fail as a result
of a number of factors.
|
Specifically, we hope to accomplish the steps listed below to implement our business plan.
We estimate that we will require approximately $500,000 to commence operations as
envisioned below during the next twelve months. The figures and steps outlined below are
estimates only, and our actual progress and cost may vary from these estimates and is
subject to our ability to obtain adequate funding. Such additional capital may be raised
through public or private equity financing, borrowings, or other sources, such as
contributions from our officers and directors. If we are unable to obtain funds necessary
to implement our business plan, we may revise or scale back our business plan.
|
Over the course of the next two years, subject to available resources, we propose to build
up our advertising presences to over 5 regional offices in China. Over the next two years,
we also propose to acquire strategic partners that have existing operations in cities or
regions to grow our business by acquisition and through cooperation agreements and
otherwise, subject to available funding. In addition, we plan to devote more resources to
the Products Division in our newly founded organic products. We plan to support the
organic products division, subject to available resources, and to combine it with our
benevolent program in Beijing. Additional support staff may be hired as necessity and
resources dictate within the next twelve months.
|
We are not currently conducting any research and development activities, other than the
continual development of our website in both English and Chinese. We do not anticipate
conducting such activities in the near future. In the event that we expand our business
scope, then we may need to hire additional employees or independent contractors as well as
purchase or lease additional equipment.
|
FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2011 COMPARED TO THE THREE MONTHS PERIOD ENDED
MARCH 31, 2010
|
REVENUES.
For the three months period ended
March 31, 2011, the Group has realized revenue of $28,889 and a cost of revenue of
$12,559, achieving a gross profit of $16,330. For the three month period ended March 31,
2010, the Group has realized revenue of $15,532 and a cost of revenue of $6,240 achieving
a gross profit of $9,292. We hope to generate additional revenues when we begin to receive
contracts from clients or through acquisitions. Depending upon the availability of
operating capital, we intend to expand our operations in the next 12 months. |
OPERATING EXPENSES.
For the three month period ended
March 31, 2011, our gross profit was $16,330 and our total operating expenses were
$68,646, all of which were selling, general and administrative expenses. We also had
$46,620 in interest expenses, and loss attributable to uncontrolled interests of $2,917, so
that the net loss to our shareholders for the three months period ended March 31, 2011 was
$96,019. This is in comparison to the same period ended March 31, 2010, where our gross
profit was $9,292 and our total operating expenses were $101,740, all of which were
selling, general and administrative expenses. We also had $$42,491 in interest expenses
and loss attributable to uncontrolled interests of $7,116, so that the net loss to our
shareholders for the three months period ended March 31, 2010 was $127,823. |
Liquidity and Capital Resources
|
As at March 31, 2011, the Company had cash and cash equivalents totaling $23,877, other
current assets of $645,169 and non-current assets totaling $231,459 which were represented
by $11,903 in fixed assets, $138,000 in distribution rights and $81,556 in investment in
shares. The total assets of the Company were $900,505 as of March 31, 2011. We also had
current liabilities of $3,043,176 which were represented by $599,232 in accruals, $214,591
in short term debt, $1,065,976 due to directors and officers, $931,800 due to related
parties, $231,577 in option liabilities as of March 31, 2011. We also had $2,000,000 in
long-term shareholders loan and $127,591 in uncontrolled interests as of March 31, 2011, made
our total liabilities $5,170,767.
At present the Company does 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 2011. |
The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the normal
course of business. The Company has experienced significant losses from operations in
recent periods. For the three months ended March 31, 2011 the Company incurred net losses
of $96,019 and has accumulated losses of $13,963,062 as at March 31, 2011. The Company's
ability to continue as a going concern must be considered in light of the problems,
expenses and complications frequently encountered in developing markets and the
competitive environment in which the Company operates. The Company is pursuing financing
for its operations and seeking additional investment. In addition, the Company is seeking
to expand its revenue base by adding new customers and to start out its advertising
business. Failure to secure such financing, to raise additional equity capital and to
expand its revenue based may result in the Company depleting its available funds and not
being able to pay its obligations. These financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that may result
from the possible inability of the Company to continue as a going concern.
|
Off Balance Sheet Arrangements
|
As of March 31, 2011, there were no off balance sheet arrangements. The Company has no off
balance sheet obligations nor guarantees and has not historically used special purpose
entities for any transactions.
|
Item 3. |
Quantitative
and Qualitative Disclosure About Market Risk. |
Quantitative and Qualitative Disclosures about Market Risk: |
The Company is exposed to various market risks, including changes in interest rates.
Market risk is the potential loss arising from adverse changes in market rates and prices,
such as interest rates and foreign currency exchange rates. The Company does not enter
into derivatives or other financial instruments for trading or speculative purposes. The
Company also has not entered into financial instruments to manage and reduce the impact of
changes in interest rates and foreign currency exchange rates, although we may enter into
such transactions in the future.
|
Item 4. |
Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures: |
Our disclosure controls and procedures are designed to ensure that information required to
be disclosed in reports that we file or submit under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported within the time periods specified in the
rules and forms of the United States Securities and Exchange Commission. Our principal
executive and financial officer have reviewed the effectiveness of our "disclosure
controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules
13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on
Form 10-Q and have concluded that the disclosure controls and procedures are effective to
ensure that material information relating to the Company is recorded, processed,
summarized, and reported in a timely manner. There were no significant changes in our
internal controls or in other factors that could significantly affect these controls
subsequent to the last day they were evaluated by our principal executive and financial
officers.
|
Changes in Internal Controls over Financial Reporting: |
There have been no changes in the Company's internal control over financial reporting
during the last quarterly period covered by this report that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over financial
reporting.
|
PART
II - OTHER INFORMATION |
Item 1. |
Legal Proceedings |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
As disclosed in the Form 8-K filed with the SEC on February 22, 2010 the Group acquired 5%
equity interests in Advance Tech Communications Sdn. Bhd. for RM293,000 (about US$96,642)
which was paid by RM87,900 cash and the balance paid by the issuance of 2,205,376 common shares
of the Company.
|
Item 3. |
Defaults Upon Senior Securities |
Item 4. |
Submissions
of Matters to a Vote of Security Holders |
Item 5. |
Other Information |
Exhibit No. |
Description of Exhibit
|
|
|
2.1 |
Shareholders' Agreement between Good World Investments
Limited, Advance Tech Communications Sdn. Bhd. and ATC Marketing Limited(7) |
2.2 |
Operational Agreement between AX Organic Limited and
Huangpi High Yield Cultivation Experiment Base (8) |
2.3 |
Sale and Purchase Agreement between Good World Investments
Limited, Tidewell Limited and the Company(9) |
2.4 |
Sale and Purchase Agreement entered by Good World
Investments Limited to acquire 5% equity interest in Advance Tech Communications Sdn. Bhd.
(11) |
2.5 |
Sale and Purchase Agreement between Good World Investments
Limited and Keen Star International (HK) Limited (10) |
3.1 |
Articles of Incorporation (1) |
3.1.1 |
Certificate of Amendment to Articles of Incorporation (2) |
3.1.2 |
Certificate of Amendment to Articles of Incorporation, as
amended.(6) |
3.2 |
Bylaws (1) |
4.1 |
Executive Services Agreement between China Media Group
Corporation and Con Unerkov (3) |
10.3 |
2002 Stock Option Plan (4) |
10.4 |
2007 Stock Incentive Plan (5) |
31.1* |
Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1* |
Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2* |
Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
1. |
Incorporated
by reference to our Registration Statement on Form SB-2 as filed with the SEC 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 Annual Report on Form 10-KSB/A as filed with the SEC on August 11,
2006. |
4. |
Incorporated
by reference to our Registration Statement on Form SB-2 as filed with the SEC on April 15,
2003. |
5. |
Incorporated
by reference to our Registration Statement on Form S8 as filed with the SEC on March 8,
2007. |
6. |
Incorporated
by reference to our Registration Statement on Form SB-2 as filed with the SEC on March 16,
2007. |
7. |
Incorporated
by reference to our Current Report on Form 8-K as filed with the SEC on May 26, 2009. |
8. |
Incorporated
by reference to our Current Report on Form 8-K as filed with the SEC on June 23, 2010. |
9. |
Incorporated
by reference to our Current Report on Form 8-K as filed with the SEC on September 22,
2010. |
10. |
Incorporated
by reference to our Current Report on Form 8-K as filed with the SEC on April 14, 2011. |
11. |
Incorporated
by reference to our Current Report on Form 8-K as filed with the SEC on February 22, 2011. |
SIGNATURES |
|
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 34, the
registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized. |
|
China Media Group Corporation |
|
a Texas
corporation |
|
|
|
/s/
Cheng Pheng Loi |
|
--------------------------------------- |
|
Cheng Pheng
Loi |
|
Chief
Executive Officer |
|
China Media Group Corporation |
|
a Texas
corporation |
|
|
|
/s/ Con
Unerkov |
|
--------------------------------------- |
|
Con Unerkov |
|
Chief
Financial Officer |
In accordance with the Exchange Act, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
|
By: |
/s/ Cheng Pheng Loi |
May 20, 2011 |
|
-------------------------------------------- |
|
|
Cheng Pheng
Loi |
|
Its: |
Principal
executive officer, |
|
|
President,
Director |
|
By: |
/s/ Con Unerkov |
May 20, 2011 |
|
-------------------------------------------- |
|
|
Con Unerkov |
|
Its: |
Chief
financial officer, |
|
|
Director |
|
By: |
/s/ Lam Pui Kit |
May 20, 2011 |
|
-------------------------------------------- |
|
|
Lam Pui Kit |
|
Its: |
Secretary,
Treasurer, |
|
|
Director |
|