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EX-32 - EXHIBIT 32 - CHINA MEDIA INC.exhibit321.htm
EX-31 - EXHIBIT 31 - CHINA MEDIA INC.exhibit311.htm
EX-31 - EXHIBIT 31 - CHINA MEDIA INC.exhibit312.htm
EX-32 - EXHIBIT 32 - CHINA MEDIA INC.exhibit322.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


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


For the quarterly period ended December 31, 2015


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


For the transition period from _________ to _________


Commission file number: 333-150952


China Media Inc.

(Exact name of registrant as specified in its charter)


Nevada

 

46-0521269

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

Room 10128,  No. 269-5-1 Taibai South Road,

Yanta District, Xi'an City, Shaan'xi Province, China

 

710068

(Address of principal executive offices)

 

(Zip Code)

 

Registrant's telephone number, including area code: (86) 298765-1114


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


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes    [ ] No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


[  ] Large accelerated filer Accelerated filer

[  ] Non-accelerated filer

[X] Smaller reporting company

 


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes   [X] No


As of February 15, 2016, the registrant had 39,750,000 shares of common stock outstanding.

 

 

 



1





 

 

Table of Contents

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Item 4. Controls and Procedures

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Item 3. Defaults Upon Senior Securities

 

Item 4. Submission of Matters to a Vote of Security Holders

 

Item 5. Other Information

 

Item 6. Exhibits

 

 

 


 

 

PART I - FINANCIAL INFORMATION

 

 

Item 1.  Financial Statements

 

The unaudited interim consolidated financial statements of China Media Inc. (the “Company”, “China Media”, “we”, “our”, “us”) follow. All currency references in this report are to U.S. dollars unless otherwise noted.

 

CHINA MEDIA INC.

DECEMBER 31, 2015

(UNAUDITED)


Financial Statement Index

 

Consolidated Balance Sheets as of  December 31, 2015 (Unaudited) and June 30, 2015 

 

Consolidated Statements of Operations for the three and six months ended December 31, 2015 and 2014 (Unaudited)

 

Consolidated Statements of Cash Flows for the three and six months ended December 31, 2015 and 2014 (Unaudited)

 

Notes to the Consolidated Financial Statements (Unaudited)

 

 

 

 



2





CHINA MEDIA INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

DECEMBER 31, 2015

 

JUNE 30,

2015

 

 

Assets

Unaudited

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 $                    77,280

 

 $                75,612

 

 

 

 

Accounts receivable, net of allowance of $37,561 and $39,773 at December 31, 2015 and June 30, 2015, respectively

1,238,695

 

                1,320,457

 

 

 

 

Notes receivable

4,378,033

 

              4,667,012

 

 

 

 

Prepaid and other receivable

218,203

 

                  227,683

 

 

 

Total current assets

5,912,211

 

         6,290,764

 

 

 

 

 

 

 

 

 

 

 

 

Fixed assets, net

19,403

 

                   21,779

 

 

 

 

Film costs

770,333

 

              2,463,540

 

 

 

 

Prepaid and other assets

770,333

 

-

 

 

 

 

 

 

 

 

 

 

 

Total assets

 $            7,472,280

 

 $       8,776,083

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 $                       9,267

 

 $                  9,682

 

 

 

 

Accrued liabilities and other payable

297,209

 

                  290,202

 

 

 

 

Due to related parties

235,616

 

              1,012,703

 

 

 

Total current liabilities

542,092

 

               1,312,587

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

542,092

 

               1,312,587

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

Common stock, $0.00001 par value, 180,000,000 shares authorized; 39,750,000 shares issued and outstanding at December 31, 2015 and June 30, 2015, respectively

                                398

 

398

 

 

 

 

Additional paid-in capital

11,252,287

 

11,241,231

 

 

 

 

Accumulated other comprehensive income

738,837

 

1,199,250

 

 

 

 

Accumulated deficit

(5,061,334)

 

(4,977,383)

 

 

 

Total stockholders' equity

6,930,188

 

                 7,463,496  

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 $               7,472,280

 

 $           8,776,083

 

 

 

 

 

 

 

 

 




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


4






 


CHINA MEDIA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR THE SIX MONTHS ENDED DECEMBER 31,

 

FOR THE THREE MONTHS ENDED DECEMBER 31,

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

Revenues

$                -

 

$                -

 

$                -

 

$                -

Cost of revenues

-

 

-

 

-

 

-

Gross profit

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

Selling, general and administrative

133,553

 

143,180

 

97,015

 

100,871

Depreciation and amortization expense

1,056

 

10,232

 

573

 

5,125

    Total operating expenses

134,609

 

153,412

 

97,588

 

105,996

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

    Interest income

61,714

 

127,393

 

    (585)

 

64,210

    Interest expense

(11,056)

 

(32,874)

 

(11,056)

 

(17,009)

Net loss before income taxes

(83,951)

 

(58,893)

 

(109,229)

 

(58,795)

Income taxes

-

 

-

 

-

 

-

Net loss

$   (83,951)

 

$   (58,893)

 

$  (109,229)

 

$  (58,795)

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

 

 

 

 

 

 

    Net loss

(83,951)

 

(58,893)

 

(109,229)

 

(58,795)

    Foreign currency translation adjustment

(460,413)

 

19,891

 

(148,612)

 

17,738

Comprehensive loss

$   (544,364)

 

$    (39,002)

 

$ (257,841)

 

$    (41,057)

 

 

 

 

 

 

 

 

Net loss per common share, basic and diluted

$       (0.00)

 

$       (0.00)

 

$ (0.00)

 

$       (0.00)

Weighted average number of shares outstanding - basic and diluted

39,750,000

 

39,750,000

 

39,750,000

 

39,750,000

 

 

 

 

 

 

 

 




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

 




5





CHINA MEDIA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

FOR SIX MONTHS ENDED DECEMBER 31,

 

 

 

 

2015

 

2014

CASH FLOWS OPERATING ACTIVITIES

 

 

 

 

Net loss

 $                   (83,951)

 

 $               (58,893)

 

Adjustments to reconcile net loss to net cash provided by (used in)

 

 

 

operating activities:

 

 

 

 

 

Imputed interest

11,056

 

                         32,874

 

 

Amortization expense

-

 

                          6,508

 

 

Depreciation expense

1,056

 

                          3,725

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Prepaid, other receivable and other assets

(795,768)

 

                    (127,064)

 

 

 

Accrued liabilities and other payables   

25,647

 

                    (111,064)

 

 

 

Net change in film costs

1,598,772

 

                 (1,624,009)

Net cash provided by (used in) operating activities

 $                    756,812

 

$            (1,877,923)

 

 

 

 

 

 

 

CASH FLOW INVESTING ACTIVITIES

 

 

 

 

 

 

Loans made to others

-

 

                    (487,203)

 

 

 

Collection of notes receivable

-

 

                   1,786,410

Net cash provided by investing activities

     -

 

                   1,299,207

 

 

 

 

 

 

 

CASH FLOW FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from related parities

                         57,456

 

71,874

 

 

 

Repayments to related parities

(799,386)

 

-

Net cash provided by (used in) financing activities

(741,930)

 

   71,874

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

(13,214)

 

                              471

NET CHANGE IN CASH AND CASH EQUIVALENTS

1,668

 

                    (506,371)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD

75,612

 

                       633,246

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

 $          77,280

 

$            126,875

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

Interest paid

 $                  -

 

 $                         -

 

Income taxes paid

 $                  -

 

 $      106,906

 

 

 

 

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




6




CHINA MEDIA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

December 31, 2015


NOTE 1.Description of Business

 

China Media Inc. (the “Company”, “China Media”) was incorporated in the State of Nevada.


The Company does not conduct any substantive operations of its own, rather, it conducts its primary business operations through Vallant Pictures Entertainment Co., Ltd., its wholly owned subsidiary incorporated under the laws of the British Virgin Islands, which in turn, conducts its business through Xi’an TV Media Co. Ltd. (“Xi’An TV”). Effective control over Xi’An TV was transferred to the Company through the series of contractual arrangements without transferring legal ownership in Xi’An TV. As a result of these contractual arrangements, the Company maintained the ability to approve decisions made by Xi’An TV and was entitled to substantially all of the economic benefits of Xi’An TV.


Xi’An TV was incorporated in Xi’An, Shaan’Xi Province, People’s Republic of China (“PRC”) and is in the business of producing and developing television programming for the Chinese market.


NOTE 2. Summary of Significant Accounting Policies


Basis of Presentation and Consolidation


The accompanying unaudited interim consolidated financial statements of China Media, Inc. (“We” or the “Company”), have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual financial statements for the year ended June 30, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the year ended June 30, 2015 included in this document have been omitted.


Use of Estimates


The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes, including estimates of ultimate revenues and ultimate costs of film and television products, estimates of product sales that will be returned and the amount of receivables that ultimately will be collected, the potential outcome of future tax consequences of events that have been recognized in the Company’s financial statements and loss contingencies. Actual results could differ from those estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or results of operations will be affected. Estimates are made based on past experience and other assumptions that management believes are reasonable under the circumstances, and management evaluates these estimates on an ongoing basis.


NOTE 3. Related Party Transactions


From time to time, the Company borrowed loans from Dean, Li, the President and Chief Executive Officer of the Company. At June 30, 2015, Dean Li had advanced $1,012,703 to the Company, the Company repaid RMB 5 million (approximately $799,386) in July 2015 and received RMB 363,171 (approximately $57,456) in December 2015. As of December 31, 2015, the Company owed Dean Li $235,616. The loans borrowed from Mr. Dean Li are non-secured, free of interest with no specified maturity date. The imputed interests are assessed as an expense to the business operation and an addition to the paid-in-capital and calculated based on annual interest rate in the range of 5.94-6.56% with reference to one-year loan.




7





On June 16, 2014, the Company and Hangzhou Yanse Advertising Production Company (“Hangzhou Yanse”) entered into an agreement in production and distribution of the film “Dan Ta”. In July 2015, the cooperation between the Company and Hangzhou Yanse was terminated. Hangzhou Yanse refunded RMB 10 million (approximately $1,643,466) to the Company for part of its investments on July 30, 2015. The remaining investment of RMB 5 million (approximately $791,402) was subsequently made to Mr. Dean Li on behalf of the Company and received by the Company in November 2015.


NOTE 4. Film Costs


Film costs consist of the following:


 

 

 

 

 

 

 

 

 

December 31, 2015

 

June 30, 2015

Completed and not released:

 

 

 

 

In development - Film

 

$

        770,333

 

$

      2,463,540

Film costs

 

$

        770,333

 

$

      2,463,540


The decrease of film costs is primarily due to the termination of film “DanTa” that was discussed in Note 3.


In July 2015, the Company entered into an agreement to invest RMB 5 million (approximately $799,386 at the time of investment) in a film that is produced by Beijing Huaxia Star Media Co., Ltd. and the payment was made in August 2015.


NOTE 5. Prepaid and Other Assets


In November 2015, the Company entered into an agreement with Xi’an Lianying Network Culture Media Co., Ltd. to invest RMB 5 million (approximately $791,027 at the time of investment) in the advertising, promotion and publicizing of a new film that is under production. The prepayment was made in November 2015 and is non-refundable pursuant to the agreement.


NOTE 6. Notes Receivable


On March 20, 2013, the Company lent RMB 946,500 (approximately $155,000) in the form of an interest free loan to China Fengde Movie and TV Copyright Agency (“Zhongshi Fengde”), one of the Company’s business partners. The Company collected RMB 530,000 (approximately $86,305) as of June 30, 2014. No repayment was collected during the year ended June 30, 2015 and six months ended December 31, 2015. The outstanding balance was RMB 416,500 (approximately $64,168) as of December 31, 2015.


On June 13, 2014, the Company lent RMB 18M (approximately $2,931,119) to Shaan’Xi Hushi Culture Communication Company (SHCC), a company owned by a business friend of Dean Li, the President and Chief Executive Officer of the Company. Based on the agreement, the Company will waive interest on the loan if SHCC repays the loan within 30 days; the Company will charge interest rate at 200% of the prevailing PRC prime rate if SHCC repays the loan after 30 days. In July 2014, the Company received repayment of RMB 11M (approximately $1,786,410) and SHCC orally promised to pay off the remaining balance no later than December 31, 2015. On January 8, 2015, the Company received interest of RMB 455,000 (approximately $74,165) on the loan. The outstanding balance was RMB 7M (approximately $1,078,466) as of December 31, 2015.


On July 1, 2014, the Company lent an additional RMB 3M (approximately $487,203) to SHCC with three months term. Based on the agreement, the Company will waive interest on the loan if SHCC repays the loan within 30 days; the Company will charge interest rate at four times of the current bank loan rate if SHCC repays the loan after 30 days. No collection has been received as of the filing date and SHCC orally promised to pay off the loan before December 31, 2015. On January 19, 2015, the Company received interest of RMB 360,000 (approximately $58,694) on the loan. The outstanding balance was RMB 3M (approximately $462,200) as of December 31, 2015.


On November 30, 2012, the Company entered into an agreement with Zhongshi Fengde to co-purchase copyrights of two TV series with the Company’s total investment is RMB 18 million (approximately $2.86 million at the time



8




of investment). On January 28, 2015, both parties agreed to transfer the Company’s payment in these two TV series to a short-term loan to Zhongshi Fengde as the copyrights purchase was not successfully completed. As a result, film costs of approximately $2.77 million were reclassified to notes receivable as of December 31, 2015. No collection has been received as of the filing date.


Interest income for the six months ended December 31, 2015 and 2014 was $61,531 and $127,247, respectively, for the notes discussed above.





9




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


Forward Looking Statements


This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could", "may", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.


While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.


Results of Operations


Comparison of the six months ended December 31, 2015 and 2014:


   

For the Six Months Ended December 31,

  

2015

 

2014

  

 

 

 

Revenues

$

-

 

$

-

Cost of revenues

 

-

 

 

-

Gross profit

 

-

 

 

-

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

Selling, general and administrative expenses

 

133,553

 

 

143,180

Depreciation and amortization expense

 

1,056

 

 

10,232

Total operating expenses

 

134,609

 

 

153,412

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

      Interest income

 

61,714

 

 

127,393

      Interest expense

 

(11,056)

 

 

(32,874)

           Total other income

 

50,658

 

 

94,519

 

 

 

 

 

 

Net loss before income taxes

 

(83,951)

 

 

(58,893)

Income taxes

 

-

 

 

-

Net loss

$

(83,951)

 

$

(58,893)




10




Revenue and cost


We had no sales and cost for the six months ended December 31, 2015 and 2014.


Operating expenses


During the six months ended December 31, 2015 our total operating expenses were $134,609, a decrease of $18,803 as compared to $153,412 for the six months ended December 31, 2014. The changes are relevant to payroll expenses, rent expenses, amortization expenses, etc.


Net loss


For the six months ended December 31, 2015 we incurred a net loss of $83, 951. During the same period in 2014, we incurred a net loss of $58,893. This increase was the result of decrease in interest income of notes receivable and decrease in interest expense of due to related party.


Comparison of the three months ended December 31, 2015 and 2014:


   

For the Three Months Ended December 31,

  

2015

 

2014

  

 

 

 

Revenues

$

-

 

$

-

Cost of revenues

 

-

 

 

-

Gross profit

 

-

 

 

-

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

Selling, general and administrative expenses

 

97,015

 

 

100,871

Depreciation and amortization expense

 

573

 

 

5,125

Total operating expenses

 

97,588

 

 

105,996

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

      Interest income

 

(585)

 

 

64,210

      Interest expense

 

(11,056)

 

 

(17,009)

           Total other income (expenses)

 

(11,641)

 

 

47,201

 

 

 

 

 

 

Net loss before income taxes

 

(109,229)

 

 

(58,795)

Income taxes

 

-

 

 

-

Net loss

$

(109,229)

 

$

(58,795)


Revenue and cost


We had no sales and cost for the three months ended December 31, 2015 and 2014.


Operating expenses


During the three months ended December 31, 2015 our total operating expenses were $97,588, a slight decrease of $8,408 as compared to $105,996 for the three months ended December 31, 2014.The changes are relevant to rent expenses, amortization expenses, etc.




11




Net loss


For the three months ended December 31, 2015 we incurred a net loss of $109, 229. During the same period in 2014 we incurred a net loss of $58,795.This increase was the result of decrease in interest income of notes receivable and decrease in interest expense of due to related party.

 


Liquidity and Capital Resources


The following table sets forth a summary of our cash flows for the periods indicated:


  

 

For the six months ended

 

  

 

December 31,

 

  

 

2015

 

 

2014

 

  

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

756,812

 

 

 $

(1,877,923

)

Net cash provided by investing activities

 

 

-

 

 

 

1,299,207

 

Net cash provided by (used in) financing activities

 

 

(741,930)

 

 

 

71,874

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(13,214)

 

 

 

471

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

1,668

 

 

 

(506,371)

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

75,612

 

 

 

633,246

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

77,280

 

 

$

126,875

 


As of December 31, 2015 we had cash of $77,280 in our bank accounts and a working capital surplus of $5,370,119.


For the six months ended December 31, 2015, we received net cash of $756,812 in operating activities, compared to net cash used in $1,877,923 in operating activities during the same period in fiscal 2014. The net cash provided by operating activities increase of $2,634,735 was mainly due to the increase in cash received from film costs.


During the six months ended December 31, 2014, we received net cash of $1,299,207 from investing activities, including $1,786,410 collection of notes receivable and $487,203 loan made to other third party – Shaan’Xi HushiCulture Communication Company.


During the six months ended December 31, 2015, we used net cash of $741,930 in financing activities, compared to net cash received of $71,874 in financing activities during the same period in fiscal 2014. The decrease was mainly due to repaid short-term loan to a related party.


Our cash level increased by $1,668 during the six months ended December 31, 2015, compared to a decrease of $506,371 in the same period of 2014.


We anticipate that we will meet our ongoing cash requirements by retaining income as well as through equity or debt financing. We plan to cooperate with various individuals and institutions to acquire the financing required to produce and distribute our products and anticipate this will continue until we accrue sufficient capital reserves to finance all of our productions independently.


We intend to meet our cash requirements for the next 12 months through retaining income generated from daily operations and partnerships with finance groups on television and movie projects.


Critical Accounting Policies and Estimates


Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2015 10-K for disclosures regarding our critical accounting policies and estimates. The interim financial statements follow the same accounting policies and methods of computations as those for the year ended June 30, 2015.


Off-Balance Sheet Arrangements



12





We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


Inflation


The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.


Audit Committee


The functions of the audit committee are currently carried out by our Board of Directors, who has determined that we do not have an audit committee financial expert on our Board of Directors to carry out the duties of the audit committee. The Board of Directors has determined that the cost of hiring a financial expert to act as a director and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having a financial expert on the audit committee.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable.


Item 4.  Controls and Procedures


Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2015. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.


 Management Report on Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the evaluation performed, our management concluded that during the period covered by this report, our internal controls over financial reporting were effective.


During the quarterly period, we implemented the following measures to improve our internal control over financial reporting:


(1).

Engaged outside consultants to assist in our assessment of the effectiveness of the company’s internal controls over financial reporting; and




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(2).

Developed and instituted new internal control procedures to strengthen our month-end close and financial reporting processes;


We believe these measures have strengthened our internal control over financial reporting and disclosure controls and procedures.


Changes in Internal Control


Except for the changes discussed above, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that occurred during the quarterly period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION

 

 Item 1.  Legal Proceedings

 

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.  Defaults Upon Senior Securities

 

None.

 

Item 4.  Submission of Matters to a Vote of Security Holders

 

None.

 

Item 5.  Other Information

 

None.

 



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Item 6.  Exhibits


Exhibit Number

Exhibit Description

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 SIGNATURES

 

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

 

 

China Media Inc.

 

(Registrant)

 

 

 

/s/ Dean Li

Date: February 15, 2016

Dean Li

 

President, Chief Executive Officer

 

(Principal Executive Officer)

 

 

 








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