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EX-32 - EXHIBIT 32 - CHINA MEDIA INC.exhibit322.htm
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


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Amendment No.1 to the


FORM 10-Q/A


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


For the quarterly period ended March 31, 2016


[  ] 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 May 16, 2016, the registrant had 39,750,000 shares of common stock outstanding.

 

 

 

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

 

 

 

 Explanatory Note:


This Amendment No.1 to the Form 10-Q for the quarter ended March 31, 2016 is to amend the “Cash and cash equivalents” as of June 30, 2015 on the balance sheets to  “ $75,612”.


 

 

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, 2016

(UNAUDITED)


Financial Statement Index

 

Consolidated Balance Sheets as of  March 31, 2016 (Unaudited) and June 30, 2015 

 

Consolidated Statements of Operations for the nine and three months ended March 31, 2016 and 2015 (Unaudited)

 

Consolidated Statements of Cash Flows for the nine months ended March 31, 2016 and 2015 (Unaudited)

 

Notes to the Consolidated Financial Statements (Unaudited)

 

 

 

 




1




CHINA MEDIA INC.

CONSOLIDATED BALANCE SHEETS



 

 

MARCH 31,

2016

 

JUNE 30,

2015

Assets

 

Unaudited

 

 

Current Assets

 

 

 

 

Cash and cash equivalents

 

$ 57,182 

 

$ 75,612

Accounts receivable, net of allowance of $37,811 and $39,773 at March 31, 2016 and June 30, 2015, respectively

 

1,246,918 

 

1,320,457 

Notes receivable

 

4,407,094 

 

4,667,012 

Prepaid and other receivable

 

220,039 

 

227,683 

Total current assets

 

5,931,233 

 

6,290,764 

Fixed assets, net

 

19,112 

 

21,779 

Film costs

 

775,446 

 

2,463,540 

Prepaid and other assets

 

775,446 

 

-

Total assets

 

      $  7,501,237 

 

       $ 8,776,083 

Liabilities and Stockholders' Equity

 

 

 

 

Current liabilities

 

 

 

 

Accounts payable

 

$ 9,309 

 

$ 9,682 

Accrued liabilities and other payable

 

312,022 

 

290,202 

Due to related parties

 

237,180 

 

1,012,703 

Total current liabilities

 

558,511 

 

1,312,587 

Total liabilities

 

558,511 

 

1,312,587 

Stockholders' equity

 

 

 

 

Common stock, $0.00001 par value, 180,000,000 shares authorized; 39,750,000 shares issued and outstanding at March 31, 2016 and June 30, 2015, respectively

 

398 

 

398 

Additional paid-in capital

 

  11,254,312 

 

  11,241,231 

Accumulated other comprehensive income

 

  784,320 

 

  1,199,250 

Accumulated deficit

 

  (5,096,304)

 

  (4,977,383)

Total stockholders' equity

 

  6,942,726 

 

  7,463,496 

Total liabilities and stockholders' equity

 

 $ 7,501,237 

 

 $ 8,776,083 




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



2







CHINA MEDIA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR THE NINE MONTHS ENDED MARCH 31,

 

FOR THE THREE MONTHS ENDED MARCH 31,

 

2016 

 

2015 

 

2016 

 

2015 

 

 

 

 

 

 

 

 

Revenues

$

 

$

 

$

 

$

Cost of revenues

 

 

 

Gross profit

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

165,435 

 

189,317 

 

31,882 

 

46,137 

Depreciation and amortization expense

1,467 

 

15,073 

 

411 

 

4,841 

    Total operating expenses

166,902 

 

204,390 

 

32,293 

 

50,978 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

    Interest income

61,062 

 

190,178 

 

(652)

 

62,785 

    Interest expense

(13,081)

 

(48,226)

 

(2,025)

 

(15,352)

Net loss before income taxes

(118,921)

 

(62,438)

 

(34,970)

 

(3,545)

Income taxes

 

4,739 

 

 

4,739 

Net loss

$

(118,921)

 

$

(67,177)

 

$

(34,970)

 

$

(8,284)

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

 

 

 

 

 

 

    Net loss

(118,921)

 

(67,177)

 

(34,970)

 

(8,284)

    Foreign currency translation gain (loss)

(414,930)

 

55,163 

 

45,483 

 

35,272 

Comprehensive income (loss)

$

(533,851)

 

$

(12,014)

 

$

10,513 

 

$

26,988 

 

 

 

 

 

 

 

 

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.




3





CHINA MEDIA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

FOR NINE MONTHS ENDED MARCH 31,

 

 

 

 

2016 

 

2015 

CASH FLOWS OPERATING ACTIVITIES

 

 

 

 

Net loss

$

(118,921)

 

$

(67,177)

 

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

 

 

 

operating activities:

 

 

 

 

 

Imputed interest

13,081 

 

48,226 

 

 

Amortization expense

 

9,767 

 

 

Depreciation expense

1,467 

 

5,306 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Prepaid and other receivable

(787,159)

 

(57,118)

 

 

 

Accrued liabilities and other payable   

38,307 

 

(93,429)

 

 

 

Net change in film costs

1,598,772 

 

(1,624,009)

Net cash provided by (used in) operating activities

$

745,547 

 

$

(1,778,434)

 

 

 

 

 

 

 

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 

 

78,076 

 

 

 

Repayments to related parity

(799,386)

 

(132,669)

Net cash used in financing activities

(741,930)

 

(54,593)

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

(22,047)

 

1,039 

NET CHANGE IN CASH AND CASH EQUIVALENTS

(18,430)

 

(532,781)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD

75,612 

 

633,246 

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

$

57,182 

 

$

100,465 

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

Interest paid

$

 

$

 

Income taxes paid

$

 

$

106,906 

 

 

 

 

NON CASH FINANCING AND INVESTING ACTIVITIES:

 

 

 

 

Reclassification from film cost to notes receivable

$

 

$

2,929,158 

 

 

 

 


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, 2016


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.


Recent Accounting Pronouncements


In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. The amendments in ASU 2015-17 eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in this ASU are effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendments may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.



5





In January 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. The amendments in ASU 2016-01, among other things, requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; Requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial

asset (i.e., securities or loans and receivables); Eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new guidance permits early adoption of the own credit provision. In addition, the new guidance permits early adoption of the provision that exempts private companies and not-for-profit organizations from having to disclose fair value information about financial instruments

measured at amortized cost. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.


In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for

leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.


In March 2016, The FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”. The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The effective date and transaction of these amendments is the same as the effective date and transition of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. Public entities should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.


In April 2016, The FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”. The amendments in this ASU clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.




6




In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”. The amendments in this ASU, among other things: (1) clarify the objective of the collectibility criterion for applying paragraph 606-10-25-7; (2) permit an entity to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price; (3) specify that the measurement date for noncash consideration is contract inception; (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations; (5) clarify that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. The effective date of these amendments is at the same date that Topic 606 is effective. Topic 606 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.



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 March 31, 2016, the Company owed Dean Li $237,180. 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.


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:


 

 

 

 

 

 

 

 

 

March 31, 2016

 

June 30, 2015

Completed and not released:

 

 

 

 

In development - Film

 

$

        775,446

 

$

      2,463,540

Film costs

 

$

        775,446

 

$

      2,463,540


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


In July 2015, the Company entered into an agreement to invested 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 in the preparation stage. The prepayment was made in November 2015 and is non-refundable pursuant to the agreement. The prepayment will be amortized within the period of promotion process which will begin once the production of the film starts.



7





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 nine months ended March 31, 2016. The outstanding balance was RMB 416,500 (approximately $64,595) as of March 31, 2016.


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 March 31, 2016. 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 $1,085,625) as of March 31, 2016.


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 March 31, 2016. 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 $465,268) as of March 31, 2016.


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 18M (approximately $2.86M at the time 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 $2.79 million were reclassified to notes receivable as of March 31, 2016. No collection has been received as of the filing date.


Interest income for the nine months ended March 31, 2016 and 2015 was $60,835 and $189,936, respectively, for the notes discussed above.






8




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 nine months ended March 31, 2016 and 2015:



9





   

For the Nine Months Ended March 31,

  

2016

 

2015

  

 

 

 

Revenues

$

-

 

$

-

Cost of revenues

 

-

 

 

-

Gross profit

 

-

 

 

-

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

Selling, general and administrative expenses

 

165,435

 

 

189,317

Depreciation and amortization expense

 

1,467

 

 

15,073

Total operating expenses

 

166,902

 

 

204,390

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

      Interest income

 

61,062

 

 

190,178

      Interest expense

 

(13,081)

 

 

(48,226)

           Total other income

 

47,981

 

 

141,952

 

 

 

 

 

 

Net loss before income taxes

 

(118,921)

 

 

(62,438)

Income taxes

 

-

 

 

4,739

Net loss

$

(118,921)

 

$

(67,177)


Revenue and cost


We had no sales and cost for the nine months ended March 31, 2016 and 2015.


Operating expenses


During the nine months ended March 31, 2016 our total operating expenses were $166,902, a decrease of $37,488 as compared to $204,390 for the nine months ended March 31, 2015. The changes are relevant to payroll expenses, rent expenses, amortization expenses, etc.


Net loss


For the nine months ended March 31, 2016 we incurred a net loss of $118,921. During the same period in 2015, we incurred a net loss of $67,177. 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 March 31, 2016 and 2015:


   

For the Three Months Ended March 31,

  

2016

 

2015

  

 

 

 

Revenues

$

-

 

$

-

Cost of revenues

 

-

 

 

-

Gross profit

 

-

 

 

-

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

Selling, general and administrative expenses

 

31,882

 

 

46,137

Depreciation and amortization expense

 

411

 

 

4,841

Total operating expenses

 

32,293

 

 

50,978

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

      Interest income

 

(652)

 

 

62,785

      Interest expense

 

(2,025)

 

 

(15,352)

           Total other income (expenses)

 

(2,677)

 

 

47,433

 

 

 

 

 

 

Net loss before income taxes

 

(34,970)

 

 

(3,545)

Income taxes

 

-

 

 

4,739

Net loss

$

(34,970)

 

$

(8,284)


Revenue and cost


We had no sales and cost for the three months ended March 31, 2016 and 2015.


Operating expenses


During the three months ended March 31, 2016 our total operating expenses were $32,293, a slight decrease of $18,685 as compared to $50,978for the three months ended March 31, 2015.The changes are relevant to rent expenses, amortization expenses, etc.


Net loss


For the three months ended March 31, 206 we incurred a net loss of $34,970. During the same period in 2015 we incurred a net loss of $8,284.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 nine months ended

 

  

 

March 31,

 

  

 

2016

 

 

2015

 

  

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

745,547

 

 

 $

(1,778,434

)

Net cash provided by investing activities

 

 

-

 

 

 

1,299,207

 

Net cash used in financing activities

 

 

(741,930)

 

 

 

(54,593)

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(22,047)

 

 

 

1,039

 

NET CHANGE IN CASH

 

 

(18,430)

 

 

 

(532,781)

 

CASH AT BEGINNING OF PERIOD

 

 

75,612

 

 

 

633,246

 

CASH AT END OF PERIOD

 

$

57,182

 

 

$

100,465

 


As of March 31, 2016 we had cash of $57,182 in our bank accounts and a working capital surplus of $5,372,722.




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For the nine months ended March 31, 2016, we received net cash of $745,547 in operating activities, compared to net cash used in $1,778,434 in operating activities during the same period in fiscal 2015. The net cash provided by operating activities increase of $2,523,981 was mainly due to the increase in cash received from film costs.


During the nine months ended March 31, 2015, 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 Hushi Culture Communication Company.


During the nine months ended March 31, 2016, we used net cash of $741,930 in financing activities, compared to $54,593 in financing activities during the same period in fiscal 2015. The increase in net cash used in financing activities was mainly due to repayments of loans to a related party.


Our cash level decreased by $18,430 during the nine months ended March 31, 2016, compared to a decrease of $532,781 in the same period of 2015. The changes in cash were a result of the factors 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 “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


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




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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, 2016. 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


(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.

 



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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: May 24, 2016

Dean Li

 

President, Chief Executive Officer

 

(Principal Executive Officer)

 

 

 










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