Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - CHINA MEDIA INC. | Financial_Report.xls |
EX-31 - EXHIBIT 31 - CHINA MEDIA INC. | exhibit311.htm |
EX-32 - EXHIBIT 32 - CHINA MEDIA INC. | exhibit322.htm |
EX-31 - EXHIBIT 31 - CHINA MEDIA INC. | exhibit312.htm |
EX-32 - EXHIBIT 32 - CHINA MEDIA INC. | exhibit321.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 March 31, 2013
[ ] 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
Copy of Communications to:
Bernard & Yam, LLP
Attn: Bin Zhou, Esq.
401 Broadway, Suite 1708
New York, NY 10013
Phone: 212-219-7783
Facsimile: 212-219-3604
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 March 31, 2013 and May 13, 2013, the registrant had 39,750,000 shares of common stock outstanding.
Table of Contents
PART I - FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. Controls and Procedures |
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PART II - OTHER INFORMATION |
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Item 1. Legal Proceedings |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. Defaults Upon Senior Securities |
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Item 4. Submission of Matters to a Vote of Security Holders |
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Item 5. Other Information |
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Item 6. Exhibits |
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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.
MARCH 31, 2013
(UNAUDITED)
Financial Statement Index
Consolidated Balance Sheets as of March 31, 2013(Unaudited) and June 30, 2012 |
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Consolidated Statements of Operations for the three and nine months ended March 31, 2013, and 2012 (Unaudited) |
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Consolidated Statements of Cash Flows for the nine months ended March 31, 2013, and 2012 (Unaudited) |
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Notes to the Consolidated Financial Statements (Unaudited) |
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1
CHINA MEDIA INC. | |||
CONSOLIDATED BALANCE SHEETS | |||
|
|
|
|
| March 31, 2013 |
| JUNE 30, 2012 |
Assets | (Unaudited) |
|
|
Current assets |
|
|
|
Cash and cash equivalents | $ 204,530 |
| $ 45,681 |
Accounts receivable, net of allowance of $38,905 and $38,644 |
|
|
|
at March 31, 2013 and June 30, 2012, respectively | 1,294,332 |
| 1,271,458 |
Notes receivable | 1,619,698 |
| 1,616,764 |
Prepaid and other receivable | 246,324 |
| 102,309 |
Total current assets | 3,364,884 |
| 3,036,212 |
|
|
|
|
Fixed assets, net | 28,843 |
| 32,161 |
Intangible assets, net | 25,532 |
| 34,871 |
Film costs | 3,844,190 |
| 886,050 |
Long-term investments | - |
| 3,170,125 |
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|
|
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Total assets | $ 7,263,449 |
| $ 7,159,419 |
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|
|
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Liabilities and Stockholders' Equity |
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|
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Current liabilities |
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|
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Accounts payable | $ 9,492 |
| $ 14,191 |
Customer deposits | 190,657 |
| 41,484 |
Accrued liabilities and other payable | 231,574 |
| 226,287 |
Due to related parties | 122,003 |
| 34,198 |
Total current liabilities | 553,726 |
| 316,160 |
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|
|
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Total liabilities | 553,726 |
| 316,160 |
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Stockholders' equity |
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Common stock, $0.00001 par value, 180,000,000 shares |
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authorized;39,750,000 shares issued and outstanding at |
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|
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March 31, 2013 and June 30, 2012, respectively | $ 398 |
| $ 398 |
Additional paid-in capital | 11,164,001 |
| 11,164,001 |
Accumulated other comprehensive income | 992,885 |
| 947,488 |
Accumulated deficit | (5,447,561) |
| (5,268,628) |
Total stockholders' equity | 6,709,723 |
| 6,843,259 |
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|
|
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Total liabilities and stockholders' equity | $ 7,263,449 |
| $ 7,159,419 |
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The accompanying notes are an integral part of these unaudited consolidated financial statements. |
2
CHINA MEDIA INC. | ||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME | ||||||||||
(Unaudited) | ||||||||||
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| |||||
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| |||||
| FOR THE NINE MONTHS ENDED MARCH 31, |
| FOR THE THREE MONTHS ENDED MARCH 31, | |||||||
| 2013 |
| 2012 |
| 2013 |
| 2012 | |||
|
|
|
|
|
|
|
| |||
Revenues | $ 22,970 |
| $ 19,121 |
| $ 15,172 |
| $ 8,045 | |||
Cost of revenues | - |
| - |
| - |
| - | |||
Gross profit | 22,970 |
| 19,121 |
| 15,172 |
| 8,045 | |||
|
|
|
|
|
|
|
| |||
Selling, general and administrative | 220,409 |
| 196,193 |
| 59,029 |
| 45,695 | |||
Depreciation and amortization expense | 14,122 |
| 24,496 |
| 4,652 |
| 6,763 | |||
Total operating expenses | 234,531 |
| 220,689 |
| 63,681 |
| 52,458 | |||
|
|
|
|
|
|
|
| |||
Other income (expense): |
|
|
|
|
|
|
| |||
Interest income | 32,805 |
| 52,349 |
| 10,775 |
| 23,833 | |||
Interest expense | - |
| (6,866) |
| - |
| - | |||
Net income (loss) before income taxes | (178,756) |
| (156,085) |
| (37,734) |
| (20,580) | |||
Income taxes | 177 |
| 277 |
| 1 |
| - | |||
Net income (loss) | $ (178,933) |
| $ (156,362) |
| $ (37,735) |
| $ (20,580) | |||
|
|
|
|
|
|
|
| |||
Comprehensive income (loss) |
|
|
|
|
|
|
| |||
Net income (loss) | (178,933) |
| (156,362) |
| (37,735) |
| (20,580) | |||
Foreign currency translation gain (loss) | 45,397 |
| 144,365 |
| 36,986 |
| 41,061 | |||
Comprehensive income (loss) | $ (133,536) |
| $ (11,997) |
| $ (749) |
| $ (20,481) | |||
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|
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|
| |||
Net income (loss) per common share, basic and diluted | $ (0.00) |
| $ (0.00) |
| $ (0.00) |
| $ (0.00) | |||
Weighted average number of shares outstanding |
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|
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|
|
|
| |||
- basic and diluted | 39,750,000 |
| 39,750,000 |
| 39,750,000 |
| 39,750,000 | |||
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The accompanying notes are an integral part of these unaudited consolidated financial statements. |
3
| CHINA MEDIA INC. | |||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||
| FOR NINE MONTHS ENDED MARCH 31, 2013 and 2012 | |||||||||
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| ||||
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| FOR THE NINE MONTHS ENDED MARCH 31, |
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| 2013 |
| 2012 | ||||
| CASH FLOW OPERATING ACTIVITIES |
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|
| ||||
| Net income (loss) |
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| $ (178,933) |
| $ (156,362) | ||||
| Adjustments to reconcile net income (loss) to net |
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|
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| ||||
| cash provided by (used in) operating activities: |
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|
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|
| ||||
| Imputed interest |
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| - |
| 6,866 | ||||
| Amortization expense |
|
| 9,531 |
| 9,414 | ||||
| Depreciation expense |
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| 4,591 |
| 15,082 | ||||
| Changes in operating assets and liabilities: |
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|
|
|
| ||||
| Accounts receivable |
|
| (14,227) |
| - | ||||
| Prepaid and other receivable |
|
| (142,676) |
| 190,289 | ||||
| Accounts payable |
|
| (4,773) |
| 2,040 | ||||
| Accrued liabilities and other payable |
|
| 3,743 |
| 9,210 | ||||
| Customer Deposits |
|
| 148,219 |
| - | ||||
| Cash paid for film costs |
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| (2,938,794) |
| (957,090) | ||||
| Net cash used in operating activities |
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| (3,113,319) |
| (880,551) | ||||
| CASH FLOW INVESTING ACTIVITIES: |
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|
| ||||
| Cash paid for purchase of fixed assets |
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| (1,071) |
| (469) | ||||
| Cash paid for long term investments |
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| - |
| (934,200) | ||||
| Loans made to other |
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| (150,911) |
| - | ||||
| Collection of long term investments |
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| 3,172,589 |
| 287,676 | ||||
| Collection of notes receivable |
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| 158,228 |
| - | ||||
| Net cash provided by (used in) investing activities |
|
| 3,178,835 |
| (646,993) | ||||
| CASH FLOW FINANCING ACTIVITIES: |
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|
|
|
| ||||
| Repayments to related parties |
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| - |
| (204,488) | ||||
| Principal payments on short-term debt |
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| - |
| (5,297) | ||||
| Proceeds from related parties |
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| 87,055 |
| - | ||||
| Proceeds from short-term debt |
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| - |
| 800,190 | ||||
| Net cash provided by financing activities |
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| 87,055 |
| 590,405 | ||||
| Effect of exchange rate changes on cash |
|
| 6,278 |
| 13,261 | ||||
| NET CHANGE IN CASH |
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| 158,849 |
| (923,878) | ||||
| CASH AT BEGINNING OF PERIOD |
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| 45,681 |
| 1,257,770 | ||||
| CASH AT END OF PERIOD |
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| $ 204,530 |
| $ 333,892 | ||||
| SUPPLEMENTAL INFORMATION: |
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|
|
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| ||||
| Interest paid |
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| $ - |
| $ - | ||||
| Income taxes paid |
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| $ 7,712 |
| $ 488 | ||||
| NON-CASH TRANSACTION: |
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|
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| ||||
| Long-term investment reclassed to other receivable |
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| $ - |
| $ 948,600 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements. |
4
CHINA MEDIA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2013
NOTE 1. Description of Business
China Media Inc. (the Company, China Media) formerly Protecwerx Inc., is a Nevada corporation with major operations in China
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 Companys annual financial statements for the years ended June 30, 2012. 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, 2012 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 product, 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 Companys 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 Companys financial condition or results of operations will be affected. Estimates are based on past experience and other assumptions that management believes are reasonable under the circumstances, and management evaluates these estimates on an ongoing basis.
Recently Accounting Pronouncements
In October 2012, the FASB issued ASU 2012-07, Accounting for Fair Value Information That Arises after the Measurement Date and Its Inclusion in the Impairment Analysis of Unamortized Film (ASU 2012-07). This guidance eliminates the rebuttable presumption that the conditions leading to the write-off of unamortized film costs existing after the balance sheet date also existed as of the balance sheet date. In addition, in performing the impairment test, an entity is no longer required to incorporate the effects of changes in estimates resulting from evidence arising subsequent to the balance sheet date if the information would not have been considered by market participants at the balance sheet date. The amendments in this update are effective for the Company's impairment assessments performed on or after December 15, 2012, with early adoption permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements.
In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income (ASU 2013-02). Under ASU 2013-02, an entity is required to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements. The amendments in this update will be effective for fiscal years and interim periods within those years beginning after December 15, 2012. The Company does not expect the adoption to have a significant impact on its consolidated financial statements.
In March 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830)Parents Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. These amendments provide guidance on releasing Cumulative Translation Adjustments when a reporting entity
5
(parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. In addition, these amendments provide guidance on the release of CTA in partial sales of equity method investments and in step acquisitions. For public entities, the amendments are effective on a prospective basis for fiscal years and interim reporting periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to derecognition events occurring after the effective date. Prior periods should not be adjusted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements.
NOTE 3. Related Party Transactions
Mr. Dean Li, President and Shareholder of XiAn TV, had advanced $122,003 and $34,198 to the Company at March 31, 2013 and June 30, 2012, respectively. The shareholder loan discussed above is non-secured, free of interest with no 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.
The Company also leased an office space from a former shareholder with a monthly rent of approximately $950 with lease termination date of May 7, 2014.
NOTE 4. Long-term Investments
The Company entered into a Letter of Intent on January 28, 2010 with Nantong Oriental Science and Education Investment Co., Ltd. (Nantong) to set up a training school located in Haimen, China (Haimen Project). Per the letter of intent, the Company will contribute RMB 30,000,000 (approximately $4,406,100) and Nantong will contribute its land use right with a determined value of RMB 20,000,000 (approximately $2,937,400). 60% of the profits and risks from the project shall be allocated to the Company. The term of this Letter of Intent is one year started from the signing date. Both parties of this agreement will jointly operate and manage this project once it is approved and established.
As of June 30, 2011, the Company has contributed RMB 21,833,500 (approximately $3,377,642) to Nantong for Haimen Project. However, the application for license of Haimen Project was declined by the State Department of Education. On June 8, 2011, the Board of the Company approved to re-invest RMB 20,000, 000 (approximately $3,170,125) into a new project with ShaanXi Shengshi Ronghua Media Co. Ltd. (Shengshi Ronghua) for a taxi advertising project. On June 21, 2011, the Company entered into an agreement with Nantong and Shengshi Ronghua. All of the parties agreed that Nantong will transfer RMB 20,000,000 (approximately $3,170,125) directly to Shengshi Ronghua for this advertising project with remaining balance to be paid back to the Company directly. In September 2011, Shengshi Ronghua received RMB 20,000,000 (approximately $3,170,125) from Nantong. As of December 31, 2011, the Company had received the remaining balance in the amount of RMB 1,833,500 (approximately $287,493) from Nantong.
In July 2011, the Company contributed RMB 6,000,000 (approximately $934,200) to ShaanXi Shiqiang Industrial Co., Ltd. (Shiqiang) to invest in their Intelligent small medical kit" advertising project for ten years. Per the agreement, the project will be operated by Shiqiang and 51% of the profits from the project will be allocated to the Company. As a return, Shiqiang will pledge its adverting right of this project to the Company. Both parties agreed that the Company has the right to withdraw the investment if the project profit is not maintained at RMB 1,000,000 (approximately $155,700) or when the Company believes the risk is too high. In March 2012, the Company decided to withdraw from Shiqiang project due to low profitability and the Company received the full refund of RMB 6,000,000 (approximately $934,200) in April 2012.
During the year ended June 30, 2012, due to various difficulties encountered during the operation of the taxi advertising project with Shengshi Ronghua, the Company considered the project unfeasible and decided to withdraw from the project. On July 20, 2012, the Company and Shengshi Ronghua entered into a mutual agreement to terminate the original agreement signed on June 21, 2011. Shengshi Ronghua refunded RMB 2,000,000 (approximately $317,000) to the Company in July 2012 and refunded the remaining RMB 18,000,000 (approximately $2,853,000) to the Company in December 2012.
NOTE 5. Film Costs
Film costs consist of the following:
|
| March 31, 2013 |
| June 30, 2012 | ||
Completed and not released: |
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|
|
| ||
TV Series |
| $ | 3,813,871 |
| $ | 855,934 |
In development - TV Series |
|
| 30,319 |
|
| 30,116 |
Film costs |
| $ | 3,844,190 |
| $ | 886,050 |
The increase of film costs primarily represents the purchase of one-year joint copyrights of three TV series including The Love of The Hawthorn Tree in the amount of RMB 3,000,000 (approximately $476,100), Zhu De in the amount of RMB 10,000,000 (approximately $1,587,000), and Qiang Xia in the amount of RMB 8,000,000 (approximately $1,269,600).
7
Item 2. Managements 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 nine months ended March 31, 2013 and 2012:
| For the Nine Months Ended March 31, | ||||
| 2013 |
| 2012 | ||
|
|
|
| ||
Revenues | $ | 22,970 |
| $ | 19,121 |
Cost of revenues |
| - |
|
| - |
Gross profit |
| 22,970 |
|
| 19,121 |
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
Selling, general and administrative expenses |
| 220,409 |
|
| 196,193 |
Depreciation and amortization expense |
| 14,122 |
|
| 24,496 |
Total operating expenses |
| 234,531 |
|
| 220,689 |
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
Interest income |
| 32,805 |
|
| 52,349 |
Interest expense |
| - |
|
| (6,866) |
Total other income |
| 32,805 |
|
| 45,483 |
|
|
|
|
|
|
Net loss before income taxes |
| (178,756) |
|
| (156,085) |
Income taxes |
| 177 |
|
| 277 |
Net loss | $ | (178,933) |
| $ | (156,362) |
Revenues
During the nine months ended March 31, 2013, we increased revenue of $3,849, compared to $19,121 in the nine months ended March 31, 2012. The revenue was generated through commercial sales to advertising agencies.
Cost of revenues
We had no cost of revenues for the nine months ended March 31, 2013 and 2012. This is due to the reason that we reported our advertising revenue based on net amount retained as an agent and no other sales transactions occurred during the periods.
Gross profit
As a result of the foregoing, our gross profit increased $3,849 for the nine months ended March 31, 2013 relative to the nine months ended March 31, 2012.
Operating expenses
8
During the nine months ended March 31, 2013 our total operating expenses were $234,531, an increase of $13,842 as compared to $220,689 for the nine months ended March 31, 2012.
Net loss
For the nine months ended March 31, 2013 we incurred a net loss of $178,933. During the nine months ended March 31, 2012 we incurred a net loss of $156,362. This increase was the result of increased general and administrative expenses and decreased interest income.
Comparison of the three months ended March 31, 2013 and 2012:
| For the Three Months Ended March 31, | ||||
| 2013 |
| 2012 | ||
|
|
|
| ||
Revenues | $ | 15,172 |
| $ | 8,045 |
Cost of revenues |
| - |
|
| - |
Gross profit |
| 15,172 |
|
| 8,045 |
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
Selling, general and administrative expenses |
| 59,029 |
|
| 45,695 |
Depreciation and amortization expense |
| 4,652 |
|
| 6,763 |
Total operating expenses |
| 63,681 |
|
| 52,458 |
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
Interest income |
| 10,775 |
|
| 23,833 |
Interest expense |
| - |
|
| - |
Total other income |
| 10,775 |
|
| 23,833 |
|
|
|
|
|
|
Net loss before income taxes |
| (37,734) |
|
| (20,580) |
Income taxes |
| 1 |
|
| - |
Net loss | $ | (37,735) |
| $ | (20,580) |
Revenues
During the three months ended March 31, 2013, we increased revenue of $7,127, compared to $8,045 in the three months ended March 31, 2012. The revenue was generated through commercial sales to advertising agencies.
Cost of revenues
We had no cost of revenues for the three months ended March 31, 2013 and 2012. This is due to the reason that we reported our advertising revenue based on net amount retained as an agent and no other sales transactions occurred during the periods.
Gross profit
As a result of the foregoing, our gross profit increased $7,127 for the three months ended March 31, 2013 relative to the three months ended March 31, 2012.
Operating expenses
9
During the three months ended March 31, 2013 our total operating expenses were $63,681, an increase of $11,223 as compared to $52,458 for the three months ended March 31, 2012.
Net loss
For the three months ended March 31, 2013 we incurred a net loss of $37,735. During the three months ended March 31, 2012 we incurred a net loss of $20,580. This increase was the result of increased general and administrative expenses and decreased interest income.
Liquidity and Capital Resources
The following table sets forth a summary of our cash flows for the periods indicated:
|
| For the nine months ended |
| |||||
|
| March 31, |
| |||||
|
| 2013 |
|
| 2012 |
| ||
|
|
|
|
|
|
| ||
Net cash used in operating activities |
| $ | (3,113,319) |
|
| $ | (880,551 | ) |
Net cash provided by (used in) investing activities |
|
| 3,178,835 |
|
|
| (646,993 | ) |
Net cash provided by financing activities |
|
| 87,055 |
|
|
| 590,405 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
| 6,278 |
|
|
| 13,261 |
|
NET CHANGE IN CASH |
|
| 158,849 |
|
|
| (923,878) |
|
CASH AT BEGINNING OF PERIOD |
|
| 45,681 |
|
|
| 1,257,770 |
|
CASH AT END OF PERIOD |
| $ | 204,530 |
|
| $ | 333,892 |
|
As of March 31, 2013 we had cash of $204,530 in our bank accounts and a working capital surplus of $2,811,158.
For the nine months ended March 31, 2013, we used net cash of $3,113,319 in operating activities, compared to net cash used of $880,551 in operating activities during the nine months ended March 31, 2012. The decrease in net of cash of $2,232,768 was mainly due to cash paid for film costs including TV series The Love of The Hawthorn Tree in the amount of RMB 3,000,000 (approximately $476,100), TV series Zhu De in the amount of RMB 10,000,000 (approximately $1,587,000), and TV series Qiang Xia in the amount of RMB 8,000,000 (approximately $1,269,600).
During the nine months ended March 31, 2013, we received net cash of $3,178,835 in investing activities, including $3,172,589 collection of long term investments and $158,228 collection of notes receivable. During the nine months ended March 31, 2012 we spent approximately net cash of $646,993 in investing activities for investment in Shiqiang advertising project.
During the nine months ended March 31, 2013, we earned net cash of $87,055 in financing activities, compared to net cash earned of $590,405 in financing activities during the nine months ended March 31, 2012. The decrease was mainly due to we received a short-term loan from an unrelated party in fiscal year 2011.
Our cash level increased by $158,849 during the nine months ended March 31, 2013, compared to a decrease of $923,878 in the nine months ended March 31, 2012, mainly due to the net cash earned from investing activities as described above.
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 Managements Discussion and Analysis of Financial Condition and Results of Operations, in our 2012 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, 2012.
Off-Balance Sheet Arrangements
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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 March 31, 2013. 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 companys internal controls over financial reporting; and
(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.
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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
ExhibitNumber | 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: May 13, 2013 | Dean Li |
| President, Chief Executive Officer |
| (Principal Executive Officer) |
|
|
| /s/ Shuncheng Ma |
Date: May 13, 2013 | Shuncheng Ma |
| Chief Financial Officer |
| (Principal Financial Officer and Principal Accounting Officer) |
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