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
October 31, 2009
o
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)
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Nevada
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46-0521269
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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12/F, Block D, Chang An Guo Ji
No. 88 Nan Guan Zheng Street
Beilin District, Xi'an City, Shaan'xi Province
China - 710068
(Address of principal executive offices)
(86) 298765-1114
(
Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
o
No
þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller
reporting company
þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
þ
No
o
APPLICABLE ONLY TO CORPORATE ISSUERS
As of
December 14, 2009
, the registrant had
39,750,000
shares of common stock outstanding.
Table of Contents
The unaudited interim 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
.
(A Development Stage Company)
October 31, 2009
(Unaudited)
Financial Statement Index
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Balance Sheets
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F-1
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Statements of Expenses
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F-2
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Statements of Cash Flows
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F-3
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Notes to the Financial Statements
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F-4
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CHINA MEDIA INC.
(formerly PROTECWERX INC.)
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
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October 31,
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January 31,
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2009
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2009
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ASSETS
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Current assets
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Cash
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$
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355
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$
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3,085
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Prepaid fees and expenses
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-
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-
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Total current assets
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$
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355
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$
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3,085
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LIABILITIES AND STOCKHOLDER’S DEFICIT
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Current liabilities
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Accounts payable related party
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$
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600
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$
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-
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Accounts payable and accrued liabilities
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500
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3,417
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Total current liabilities
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1,100
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3,417
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Stockholder’s Deficit
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Preferred Stock, $0.00001 par value; authorized
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20,000,000 shares, none issued and outstanding
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Common Stock, $0.00001 par value; authorized
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180,000,000 shares, issued and outstanding 39,743,000 and 38,043,000, respectively
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397
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380
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Additional paid in capital
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166,728
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101,745
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Deficit accumulated during development stage
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(167,870
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)
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(102,457
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)
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Total stockholders’ deficit
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(745
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)
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(332
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)
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Total liabilities and stockholder’s deficit
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$
|
355
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|
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$
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3,085
|
|
The accompanying notes are an integral part of these financial statements
CHINA MEDIA INC.
(formerly PROTECWERX INC.)
(A Development Stage Company)
STATEMENTS OF EXPENSES
(Unaudited
)
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October 16,
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|
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2007 (Date of
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Three months ended
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Nine months ended
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Inception) to
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October 31,
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October 31,
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October 31,
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2009
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2008
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2009
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2008
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2009
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Expenses
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Research and development
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$
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-
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|
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$
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-
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|
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$
|
-
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|
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$
|
-
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|
|
$
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8,000
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|
|
General and administrative
|
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|
600
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|
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7,681
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65,413
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42,985
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159,870
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Net loss for the period
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$
|
(600
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)
|
|
$
|
(7,681
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)
|
|
$
|
(65,413
|
)
|
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$
|
(42,985
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)
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$
|
(167,870
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)
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Basic and diluted loss per share
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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Weighted average number of shares outstanding
|
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39,743,000
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38,043,000
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38,652,524
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38,037,480
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The accompanying notes are an integral part of these financial statements
CHINA MEDIA INC.
(formerly PROTECWERX INC.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
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October 16,
|
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|
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2007 (Date of
|
|
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Nine months ended
|
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Inception) to
|
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October 31,
|
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October 31,
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2009
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2008
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2009
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Cash Flows used in Operating Activities
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Net loss
|
|
$
|
(65,413
|
)
|
|
$
|
(42,985
|
)
|
|
$
|
(167,870
|
)
|
|
Adjustments to reconcile net loss to net cash
used in operating activities:
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Changes in operating assets and liabilities:
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Prepaid expenses
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2,167
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|
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Accounts payable and accrued liabilities
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(2,917
|
)
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(229
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)
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|
500
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|
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|
|
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Net cash used in operating activities
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(68,330
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)
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(41,047
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)
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(167,370
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)
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Financing Activities
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|
|
|
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Proceeds on sale of common stock
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65,000
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16,625
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|
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167,125
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Proceeds from related party loan
|
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10,600
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|
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10,600
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Principal payments on related party loan
|
|
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(10,000
|
)
|
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(10,000
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)
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|
|
|
|
|
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|
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|
|
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Net cash provided by financing activities
|
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65,600
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|
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16,625
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|
|
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167,725
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Net change in cash
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(2,730
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)
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|
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(24,442
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)
|
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355
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|
|
|
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Cash, beginning of the period
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3,085
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|
|
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39,427
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-
|
|
|
|
|
|
|
|
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|
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Cash, end of the period
|
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$
|
355
|
|
|
$
|
15,005
|
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$
|
355
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|
|
|
|
|
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Supplementary disclosure of cash flow information:
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Cash paid for interest
|
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$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
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The accompanying notes are an integral part of these financial statements
CHINA MEDIA INC.
(formerly PROTECWERX INC.)
(A Development Stage Company)
Notes to the Interim Financial Statements
Note 1
Basis of Presentation
The accompanying unaudited interim financial statements of China Media Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America 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
China Media’s 10-K filed with the SEC. 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 financial statements which substantially duplicate the disclosure contained in the audited
financial statements for fiscal 2009 as reported in the Form 10-K have been omitted.
Effective for the quarter ended July 31, 2009, the Company implemented ASC 855 ,
Subsequent Events
. This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of ASC
855 did not impact the Company’s financial position or results of operations. The Company evaluated all events or transactions that occurred after October 31, 2009 up through December 10, 2009, the date the Company issued these financial statements
In July 2009, the FASB issued new guidance relating to the “
FASB Accounting Standards Codification
” at ASC 105, as the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP). The Codification is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are superseded as described in ASC 105. All other accounting literature not included in the Codification is nonauthoritative. Management is currently evaluating the impact of the adoption of ASC 105 but does not expect the adoption of ASC 105 to impact the Company’s results of operations, financial position or cash flows.
Note 2
Going Concern
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as
shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At October 31, 2009, the Company had not yet achieved profitable operations, has accumulated losses since its inception and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a
going concern. Management has no formal plan in place to address this concern other than the Company attempting to obtain additional funds by equity financing and/or related party advances; however there is no assurance additional funding will be available.
Note 3
Related Party Transactions
(a)
During the nine months ended October 31, 2009, the former company president and shareholder loaned the company $10,000. The loan is non-interest bearing and has no repayment terms. This loan was repaid in full on July 7, 2009.
(b)
On October 5, 2009, China Media loaned the company $600 during the period ending October 31, 2009. This loan is non-interest bearing and has no repayment terms.
(c)
On July 31, 2009, the Company cancelled 23,000,000 shares of common stock held by the former president of the Company Jerry Boyd as part of a share financing agreement.
(d)
On July 6, 2009, the Company cancelled 5,000,000 shares of common stock held by the spouse of the former president of the Company as part of the financing agreement with Fullead Overseas Limited.
CHINA MEDIA INC.
(formerly PROTECWERX INC.)
(A Development Stage Company)
Notes to the Interim Financial Statements
Note 4
Common Stock
(a)
On July 7, 2009, the Company sold 32,500,000 shares of common stock at $.002 a share for total proceeds of $65,000.
(b)
On July 6, 2009, the Company cancelled 5,000,000 shares of common stock held by the spouse of the former president of the Company as part of the financing agreement with Fullead Overseas Limited.
(c)
On July 6, 2009, the Company cancelled 23,000,000 shares of common stock held by the former president of the Company as part of the financing agreement with Fullead Overseas Limited.
(d)
On July 6, 2009, the Company cancelled 2,800,000 shares of common stock held by Samson Chang as part of the financing agreement with Fullead Overseas Limited.
Note 5
Changes in Management Control
On July 7, 2009 the Company accepted Darrin Zinger’s resignation from all of his officer and director positions with the Company. Additionally, pursuant to the terms of an agreement with Fullead Overseas Limited, the Company was also required to cancel 30,800,000 shares of its common stock held by its other shareholders and appoint
new directors and officers to serve as the board of directors and management of the Company. In Darrin Zinger’s place, the Company appointed: Dean Li as the Company’s director, President, Chief Executive Officer and Secretary; Ying Xue as the Company’s Chief Financial Officer, Principal Accounting Officer and Treasurer; Bin Li as the Company’s director; and Shengli Liu as the Company’s director.
Note 6
Subsequent Events
On November 30, 2009 we purchased Vallant Pictures Entertainment Co., Ltd., a company incorporated in the British Virgin Islands (“Vallant”) for 7,000 common shares to Bin Li, our Director and the former sole shareholder of Vallant. Mr. Li is the beneficial owner of 2,000,000 additional shares of our common stock.
Vallant has entered into a series of contractual obligations with Xi’An TV Media Co., Ltd., a company incorporated in the People’s Republic of China (“Xi’An TV”) that is engaged in the business of producing and developing television programming for the Chinese market, as well as the holders of 62.61% of the voting
shares of Xi’An TV.
We had 39,743,000 shares of our common stock issued and outstanding before the purchase of Vallant.
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", "will", "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.
Reverse Merger
On November 30, 2009 we completed the acquisition of Vallant Pictures Entertainment Co., Ltd. (“Vallant”) through the issuance of 7,000 shares of our common stock in a share exchange transaction. The acquisition was accounted for as a reverse merger due to a number of transactions associated with the acquisition of Vallant, including
the acquisition of 32,500,000 shares of our common stock by Fullead Overseas Limited, which resulted in a change of control and a change of business. Due to the accounting treatment of the reverse merger, this quarterly report will be the final financial statement disclosure which will reflect our financial condition prior to the closing of the acquisition of Vallant.
Starting with the periodic report for the quarter in which the share exchange was completed, we will file annual and quarterly reports based on the June 30 fiscal year end of Vallant. Such financial statements will depict the operating results of Vallant, including the acquisition of China Media Inc., from Vallant’s inception on May
23, 2007.
Results of Operations
Our results of operations are summarized below:
|
|
|
Three Months Ended
October 31, 2009
($)
|
|
|
Three Months Ended October 31, 2008
($)
|
|
|
Nine Months Ended
October 31, 2009
($)
|
|
|
Nine Months Ended October 31, 2008
($)
|
|
|
October 16, 2007
(Date of Inception) to
October 31, 2009
($)
|
|
|
Expenses
|
|
|
600
|
|
|
|
7,681
|
|
|
|
65,413
|
|
|
|
42,985
|
|
|
|
167,870
|
|
|
Net Loss
|
|
|
600
|
|
|
|
7,681
|
|
|
|
65,413
|
|
|
|
42,985
|
|
|
|
167,870
|
|
|
Net Loss per Share –Basic and Diluted
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
Weighted Average Shares Outstanding
|
|
|
39,743,000
|
|
|
|
38,043,000
|
|
|
|
38,652,524
|
|
|
|
38,037,480
|
|
|
|
-
|
|
Results of Operations for the Period From October 16, 2007 (Date of Inception) to October 31, 2009 and for the Nine Months Ended October 31, 2009
We have had limited operations from our inception on October 16, 2007 to October 31, 2009 and we have not generated any revenues. From our inception on October 16, 2007 to October 31, 2009 we incurred total expenses of $167,870, including $8,000 in research and development and $159,870 in general and administrative expenses.
For the three months ended October 31, 2009 we incurred a net loss of $600. During the same period in 2008 we incurred a net loss of $7,681. Our net loss per share did not change during these periods at 0.00 per share. Our total operating expenses for the three months ended October 31, 2009 were $600. During the same period in 2008 our operating
expenses were $7,681. The decrease in net loss and expenses resulted from our lack of activity as we were preparing for the change of business associated with the reverse merger transaction completed on November 30, 2009.
Our general and administrative expenses consist of professional fees, management fees, transfer agent fees, investor relations expenses and general office expenses, legal, accounting and auditing fees, and our general office expenses include bank charges, office maintenance, communication expenses, courier, postage, office supplies and rent.
Results of Operations for the Nine Months Ended October 31, 2009
We did not generate any revenues during the nine months ended October 31, 2009.
For the nine months ended October 31, 2009 we incurred a net loss of $65,413. During the same period in 2008 we incurred a net loss of $42,985. Our total operating expenses for the nine months ended October 31, 2009 were $65,413. During the same period in 2008 our operating expenses were $42,985. Our total operating expenses consisted entirely
of general and administrative expenses during these periods. The increase in net loss and expenses resulted from higher professional fees associated with the change of control and change of business transactions undertaken during the nine months ended October 31, 2009.
Liquidity and Capital Resources
As of October 31, 2009 we had cash of $355 in our bank accounts and a working capital deficit of $745. Our accumulated deficit from our inception on October 16, 2007 to October 31, 2009 was $167,870 and was funded primarily through equity financing.
We are dependent on funds raised through our equity financing. Our net loss of $167,870 from our inception on October 16, 2007 to October 31, 2009 was funded primarily through equity financing. From our inception on October 16, 2007 to October 31, 2009 we raised gross proceeds of $167,125 from the sale of our common stock, $10,600 as proceeds from related
party loans, and repaid $10,000 of those loans.
From our inception on October 16, 2007 to October 31, 2009 we spent net cash of $167,370 on operating activities. For the nine months ended October 31, 2009 we spent net cash of $68,330 on operating activities, compared to net cash spending of $41,047 on operating activities during the same period in 2008. The increase in cash expenditures on operating
activities for the nine months ended October 31, 2009 was primarily due to an increase in our professional fees resulting from the change of control and business transactions which took place during the nine months ended October 31, 2009.
From our inception on October 16, 2007 to October 31, 2009 we received net cash of $167,725 from financing activities. During the nine months ended October 31, 2009 we received net cash of $65,600 from financing activities, compared to net cash received of $16,625 from financing activities during the same period in fiscal 2008. The increase in cash
from financing activities was due to higher issuances of our common stock during the period in 2009.
Our cash level decreased by $2,730 during the nine months ended October 31, 2009.
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 estimate that our expenses over the next 12 months (beginning December 2009) will be approximately $11,150,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.
|
Description
|
Estimated Completion Date
|
Estimated Expenses
($)
|
|
Legal and accounting fees
|
12 months
|
300,000
|
|
Film and television series development costs
|
12 months
|
8,500,000
|
|
Marketing and advertising
|
12 months
|
300,000
|
|
Investor relations and capital raising
|
12 months
|
150,000
|
|
Management and operating costs
|
12 months
|
250,000
|
|
Salaries and consulting fees
|
12 months
|
100,000
|
|
Fixed asset purchases
|
12 months
|
1,500,000
|
|
General and administrative expenses
|
12 months
|
50,000
|
|
Total
|
|
11,150,000
|
We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any private placement financings. If
we are not able to successfully complete any private placement financings, we plan to cooperate with film and television producers or obtain shareholder loans to meet our cash requirements. However, there is no assurance that any such financing will be available or if available, on terms that will be acceptable to us. We may not raise sufficient funds to fully carry out our business plan.
Share Cancellations
On July 7, 2009 we entered into an agreement with Fullead Overseas Limited, a company over which Bin Li, our Director, has sole voting and investment power, to issue Fullead 32,500,000 shares of our common stock at a price of $0.002 for cash proceeds of $65,000. Pursuant to the terms of this agreement, we were required to enter into share
cancellation agreements with holders of 30,800,000 shares of our issued and outstanding common stock and appoint new directors and officers to serve as our Board of Directors and management. The details of the share cancellations were disclosed in a Current Report on Form 8-K filed with the SEC on July 7, 2009.
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.
Not applicable.
Disclosure Controls
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) designed to provide reasonable assurance the information required to be reported in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified and pursuant
to Securities and Exchange Commission rules and forms, including controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, our management, with the participation of our Principal Executive Officer and Principal Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our Principal Executive Officer and our Principal Financial Officer concluded
our disclosure controls and procedures were (1) designed to ensure material information relating to our Company is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, in a timely manner, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information we are required to disclose in the reports filed or submitted 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.
Changes in Internal Control
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
None.
None.
None.
None.
|
Exhibit
Number
|
Exhibit
Description
|
|
2.1
|
Share Exchange Agreement with Vallant Pictures Entertainment Co., Ltd., dated September 16, 2009 (1)
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
(1)
Originally filed as an exhibit to our Current Report on Form 8-K on September 18, 2009
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: December 14, 2009
|
Dean Li
|
|
|
President, Chief Executive Officer
|
|
|
|
|
|
/
s
/
Ying Xue
|
|
Date: December 14, 2009
|
Ying Xue
|
|
|
Chief Financial Officer, Principal Accounting Officer
|
|
|
|
8