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EXCEL - IDEA: XBRL DOCUMENT - CHINA GLOBAL MEDIA INCFinancial_Report.xls
EX-31 - EXHIBIT 31 - CHINA GLOBAL MEDIA INCex312.htm
EX-31 - EXHIBIT 31 - CHINA GLOBAL MEDIA INCex311.htm
EX-32 - EXHIBIT 32 - CHINA GLOBAL MEDIA INCex322.htm
EX-32 - EXHIBIT 32 - CHINA GLOBAL MEDIA INCex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1

 

FORM 10-K/A


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

For the annual period ended December 31, 2012


[  ]  . TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT

For the transition period from ___________ to _____________


China Global Media, Inc.

(Exact name of small business issuer as specified in its charter)


Nevada 

(State or other jurisdiction of incorporation)


333-156457

04-3626788

(Commission File Number)

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


25-26F Wanxiang Enterprise Building,

No.70 Station North Road,

Changsha, Hunan Province,

China, Postal Code: 410001
(Address of Principal Executive Office)


+86-731-89970899

(Issuer’s Telephone Number)


Copy of Communications To:

Bernard & Yam, LLP 

401 Broadway Suite 1708 

New York, NY 10013 

Tel: 212-219-7783 

Fax: 212-219-3604 


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 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 mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

[  ] 

Accelerated filer 

[  ]

Non-accelerated filer 

[  ] 

Smaller reporting company 

[X] 


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

YES  [  ]  NO [X]


The aggregate market value of the voting and non-voting stock (11,138,770 shares of common stock) held by non-affiliates of the registrant, as of March 27, 2013, was approximately $ 1,782,203, computed by reference to the last reported sale price of $0.16 per share on March 27, 2012.  All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be "affiliates" of the registrant.


State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 47,485,700 Shares of Common Stock as of December 31, 2012 and 49,785,700 Shares of Common Stock as of March 31, 2013.                        


 

 

EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 to China Global Media Inc's Form 10-K (the “Report”) for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission on April 15, 2013, is to furnish Exhibit 101 to the Report in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Report formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Report. This Amendment No. 1 to the Report does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Report.


1




Item 15.    Exhibits and Financial Statement Schedules



 

 


 

 

 

Exhibit No.

 

 

Description

 

3.1

 

Articles of Incorporation*

3.2

 

Bylaws*

5.1

 

Legal Opinion by Bernard & Yam, LLP

10.1

 

Common Stock Purchase Agreement**

10.2

 

Assignment and Assumption Agreement**

10.3

 

Share Exchange Agreement**

10.4

 

Subscription Agreement**

10.5

 

Series A Warrant**

10.6

 

Series B Warrant**

10.7

 

Series C Warrant**

10.8

 

Series D Warrant**

10.9

 

Registration Rights Agreement**

10.10

 

Lockup Agreement**

10.11

 

Escrow Agreement**

10.12

 

Communications Services Agreement**

10.13

 

Communications Services Escrow Agreement**

10.14

 

Promissory Note Conversion Agreement**

10.15

 

Consulting Service Agreement (North Latitude 30)* *

10.16

 

Operating Agreement (North Latitude 30)* *

10.17

 

Equity Pledge Agreement (North Latitude 30)* *

10.18

 

Option Agreement (North Latitude 30)* *

10.19

 

Proxy Agreement (North Latitude 30) **

10.20

 

Consulting Service Agreement (Beichen) **

10.21

 

Operating Agreement (Beichen) **

10.22

 

Equity Pledge Agreement (Beichen) **

10.23

 

Option Agreement (Beichen) **

10.24

 

Proxy Agreement (Beichen) **

10.25

 

Consulting Service Agreement (Zhongte) **

10.26

 

Operating Agreement (Zhongte) **

10.27

 

Equity Pledge Agreement (Zhongte) **

10.28

 

Option Agreement (Zhongte) **

10.29

 

Proxy Agreement (Zhongte) **

10.30

 

Stock Purchase Agreements with Min Yang and Chang Yang ***

31.1


31.2


32.1


32.2

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6)

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6)

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6)

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6)

 

 

 

 

 

 

 

 

 

101****

 

The following materials from our Annual Report on Form 10-K for the year ended December 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Stockholders' Equity (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. 

 

 

101.INS****      XBRL Instance

 

 

101.SCH****     XBRL Taxonomy Extension Schema

 

 

101.CAL****     XBRL Taxonomy Extension Calculation

 

 

101.DEF****      XBRL Taxonomy Extension Definition

 

 

101.LAB****     XBRL Taxonomy Extension Labels

 

 

101.PRE****      XBRL Taxonomy Extension Presentation


* Incorporated by reference to the Form S-1 Registration Statement filed on December 24, 2008


** Incorporated by reference to the Form 8-K Current Report filed on July 22, 2011


*** Incorporated by reference to the Form 8-K Current Report filed on December 16, 2011


**** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.


SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


China Global Media, Inc.


By:

/s/Guolin Yang

 

Guolin Yang


Chief Executive Officer

Director

 

 

April 15, 2013