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


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549


Amendment No.1 to

 

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, 2017


[  ] 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 8, 2018, 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

 

 

 

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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.

DECEMBER 31, 2017

(UNAUDITED)


Financial Statement Index

 

Consolidated Balance Sheets as of December 31, 2017 (Unaudited) and June 30, 2017 

 

Consolidated Statements of Operations and Comprehensive Loss for the three and sixmonths ended December 31, 2017 and 2016 (Unaudited)

 

Consolidated Statements of Cash Flows for the sixmonths ended December 31, 2017 and 2016 (Unaudited)

 

Notes to the Consolidated Financial Statements (Unaudited)

 

 

 

 

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CHINA MEDIA INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

DECEMBER 31, 2017

 

JUNE 30,

2017

Assets

(Unaudited)

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 $ 6,578 

 

 $ 13,199 

 

 

Prepaid and other receivable, net of allowance of $113,846  and $109,302 at December 31, 2017 and June 30, 2017, respectively

  15,355 

 

  14,742 

 

Total current assets

  21,933 

 

  27,941 

 

 

 

 

 

 

 

 

Fixed assets, net

  16,124 

 

  16,222 

 

 

Film cost

  768,474 

 

  737,800 

 

 

Prepaid and other assets, non-current, net of allowance of $29,202 and $28,036 at December 31, 2017 and June 30, 2017, respectively

  768,474 

 

  737,800 

 

 

 

 

 

 

 

Total assets

 $ 1,575,005 

 

 $ 1,519,763 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 $ 9,252 

 

 $ 9,001 

 

 

Accrued liabilities and other payable

  323,283 

 

  285,813 

 

 

Due to related party

  526,670 

 

  407,208 

 

Total current liabilities

  859,205  

 

  702,022 

 

 

 

 

 

 

 

Total liabilities

  859,205 

 

  702,022 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 



Common stock, $0.00001 par value, 180,000,000 shares authorized; 39,750,000 shares issued and outstanding at December 31, 2017 and June 30, 2017

 $ 398 

 

 $ 398 

 

 

Additional paid-in capital

  11,283,140 

 

  11,272,079 

 

 

Accumulated other comprehensive income

  614,405 

 

  583,053 

 

 

Accumulated deficit

  (11,182,143)

 

  (11,037,789)

 

Total stockholders' equity

  715,800 

 

  817,741 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 $ 1,575,005 

 

 $ 1,519,763 

 

 

 

 

 

 

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


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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,

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

$      132,484

 

$    140,349

 

$     73,745

 

$    102,516

Depreciation expense

756

 

802

 

371

 

396

    Total operating expenses

133,240

 

141,151

 

74,116

 

102,912

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

    Interest expense

(11,114)

 

(8,174)

 

(5,987)

 

(4,038)

    Other income

-

 

4,313

 

-

 

4,313

Net loss before income taxes

(144,354)

 

(145,012)

 

(80,103)

 

(102,637)

Income taxes

-

 

-

 

-

 

-

Net loss

$   (144,354)

 

$  (145,012)

 

$  (80,103)

 

$  (102,637)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

 

 

 

 

 

 

    Net loss

(144,354)

 

(145,012)

 

(80,103)

 

(102,637)

    Foreign currency translation adjustment

31,352

 

(164,598)

 

16,399

 

(149,433)

Comprehensive loss

$   (113,002)

 

$  (309,610)

 

$  (63,704)

 

$  (252,070)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share - basic and diluted

$       (0.00)

 

$        (0.00)

 

$       (0.00)

 

$       (0.00)

Weighted average number of common 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.

 

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CHINA MEDIA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

FOR THE SIX MONTHS ENDED DECEMBER 31,

 

 

 

 

2017

 

2016

CASH FLOWS OPERATING ACTIVITIES

 

 

 

 

Net loss

 $              (144,354)

 

 $             (145,012)

 

Adjustments to reconcile net loss to net cash used in

 

 

 

operating activities:

 

 

 

 

 

Imputed interest

11,061

 

8,144

 

 

Depreciation expense

                               756

 

                               802

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Prepaid and other receivable

-

 

181

 

 

 

Accrued liabilities and other payable

25,067

 

10,119

Net cash used in operating activities

                     (107,470)

 

(125,766)

 

 

 

 

 

 

 

CASH FLOW INVESTING ACTIVITIES

 

 

 

 

 

 

Collection of notes receivable

-

 

 30,004

Net cash provided by investing activities

-

 

30,004

 

 

 

 

 

 

 

CASH FLOW FINANCING ACTIVITIES

 

 

 

 

 

 

Advances from related party

100,446

 

66,785

Net cash provided by financing activities

100,446

 

66,785  

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

                                403

 

                                (1,161)

NET CHANGE IN CASH AND CASH EQUIVALENTS

                        (6,621)

 

                        (30,138)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD

                          13,199

 

                          37,190

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

$                6,578

 

$                7,052

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

Interest paid

 $                    -

 

 $                     -

 

Income taxes paid

 $                     -

 

 $                     -  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2017


NOTE 1. Description of Business

 

China Media Inc. (“we”, “our”, the “Company”, “China Media”), formerly Protecwerx Inc., was incorporated in the State of Nevada on October 16, 2007.


The Company does not conduct any substantive operations of its own; rather, it conducts its primary business operations through Vallant Pictures Entertainment Co., Ltd. (“Vallant”), 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 investing, producing and developing film and 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. 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, 2017. 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 disclosures contained in the audited financial statements for the year ended June 30, 2017 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 ultimate costs of film and television products, 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.


Going Concern


The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has a working capital deficit as of December 31, 2017. The Company also generated negative operating cash flows and incurred net loss for the six months ended December 31, 2017.


These matters, among others, raise substantial doubt about our ability to continue as a going concern. While the Company's cash position may not be significant enough to support the Company's daily operations, management intends to raise additional funds by way of cooperation with other film and television producers, obtaining loans from



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shareholders and borrowing from Dean Li, the President and Chief Executive Officer of the Company, to fund operations. The consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern.


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. As of December 31, 2017 and June 30, 2017, the Company owed Dean Li $526,670 and $407,208, respectively. The loans borrowed from 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 4.67-5.03% with reference to one-year loans.


In July 2015, the Company entered into an agreement to invest RMB 5 million (approximately $752,627 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. As of December 31, 2017, the film was still in preparation stage. Dean Li, the President and Chief Executive Officer of the Company, holds 13% equity interest in Beijing Huaxia Star Media Co., Ltd.





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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, 2017 and 2016:


 

 

 

 

 

 

   

For Six Months Ended

December 31,

  

2017

 

2016

  

 

 

 

Operating expenses

 

 

 

 

 

Selling, general and administrative

 $

132,484

 

140,349

Depreciation expenses

 

756

 

 

802

Total operating expenses

 

133,240

 

 

141,151

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

      Interest expense

 

(11,114)

 

 

(8,174)

      Other income

 

-

 

 

4,313

           Total other expense

 

(11,114)

 

 

(3,861)

 

 

 

 

 

 

Net loss before income taxes

 

(144,354)

 

 

(145,012)

Income taxes

 

        -

 

 

        -

Net loss

$

(144,354)

 

$

(145,012)



Revenue and Cost


We had no sales and cost for the six months ended December 31, 2017 and 2016.

 

Operating expenses


During the six months ended December 31, 2017, our total operating expenses were $133,240, a decrease of $7,911or 6% as compared to $141,151 for the six months ended December 31, 2016.The main decrease was due to decrease in office expenses.


Net loss


For the six months ended December 31, 2017 we incurred a net loss of $144,354, as compared to a net loss of $145,012 for the six months ended December 31, 2016, a decrease of $658 or 0.5%. This decrease was primarily due to the decrease in operating expenses.





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Comparison of the three months ended December 31, 2017 and 2016:


 

 

 

 

 

 

   

For Three Months Ended

December 31,

  

2017

 

2016

  

 

 

 

Operating expenses

 

 

 

 

 

Selling, general and administrative

 $

73,745

 

 $

102,516

Depreciation expenses

 

371

 

 

396

Total operating expenses

 

74,116

 

 

102,912

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

      Interest expense

 

(5,987)

 

 

(4,038)

      Other income

 

-

 

 

4,313

           Total other income (expense)

 

(5,987)

 

 

275

 

 

 

 

 

 

Net loss before income taxes

 

(80,103)

 

 

(102,637)

Income taxes

 

        -

 

 

        -

Net loss

$

(80,103)

 

$

(102,637)



Revenue and Cost


We had no sales and cost for the three months ended December 31, 2017 and 2016.

 

Operating expenses


During the three months ended December 31, 2017, our total operating expenses were $74,116, adecrease of $28,796 or 28%as compared to $102,912 for the three months ended December 31, 2016. The main decrease was due to decrease in office expenses.


Net loss


For the three months ended December 31, 2017 we incurred a net loss of $80,103, as compared to a net loss of $102,637 for the three months ended December 31, 2016, adecrease of $22,534 or 22%. This decrease was primarily due to the decrease in operating expenses.


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,

 

  

 

2017

 

 

2016

 

  

 

 

 

 

 

 

Net cash used in operating activities

 

$

(107,470)

 

 

 $

 (125,766)

 

Net cash provided by investing activities

 

 

-

 

 

 

30,004

 

Net cash provided by financing activities

 

 

100,446

 

 

 

66,785

 

Effect of exchange rate changes on cash and cash equivalents

 

 

403

 

 

 

(1,161)

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

(6,621)

 

 

 

(30,138)

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

13,199

 

 

 

37,190

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

6,578

 

 

$

7,052

 


As of December 31, 2017 we had cash of $6,578 in our bank accounts and a working capital deficit of $837,272.




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For the six months ended December 31, 2017, we used net cash of $107,470 in operating activities, compared to net cash used of $125,766 in operating activities during the same period of 2016. The decrease of $18,296 for net cash used in operating activities was mainly due to increase in accrued liabilities and other payable.


During the six months ended December 31, 2016, we received net cash of $30,004 from investing activities, which was from collection of notes receivable.


During the six months ended December 31, 2017, we received net cash of $100,446 from financing activities, compared to net cash received of $66,785 in financing activities during the same period in fiscal year 2016. The increase of $33,661 in net cash provided by financing activities was mainly due to increase in advances received from a related party.


Our cash level decreased by $6,621 during the six months ended December 31, 2017, compared to a decrease of $30,138 in the same period of 2016. The changes in cash were a result of the factors described above.


We anticipate that we will meet our ongoing cash requirements by obtaining 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 obtaining 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 2017 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, 2017.


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




11




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, 2017. 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 not effective.


Changes in Internal Control


Except as discussed above, there were no significant changes 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.

 

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: February 8, 2018

Dean Li

 

President, Chief Executive Officer

 

(Principal Executive Officer)

 

 

 














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