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 December 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)

Nevada
 
46-0521269
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

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
( Registrants 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 o No þ
 
APPLICABLE ONLY TO CORPORATE ISSUERS

As of February 14, 2010 , the registrant had 39,750,000 shares of common stock outstanding.
 
 
 
 
Table of Contents
 

 
 
 
1
 

 
 
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, 2009
(Unaudited )

Financial Statement Index
 
Consolidated Balance Sheets as of December 31, 2009 and June 30, 2009 (Unaudited)                                                                                                                                                                                                                                                                
 F1
Consolidated Statements of Operations for the three and six months ended December 31, 2009 and 2008 (Unaudited)
 F2
  Consolidated Statements of Cash Flows for the six months ended December 31, 2009 and 2008 (Unaudited)  F3
  Notes to the Consolidated Financial Statements (Unaudited)  F4
 
2

CHINA MEDIA, INC .
Consolidated Balance Sheets
December 31, 2009
(Unaudited)
 
 
  
December 31,
 2009
   
June 30,
 2009
 
Assets
  
             
Current assets:
  
             
Cash
  
$
4,764
  
 
$
3,375,449
  
Accounts receivable, net of allowance of $35,724 and $35,724, respectively
   
1,505,396
     
1,526,497
 
Notes receivable
   
2,985, 345
     
-
 
Total current assets
  
 
4,495,505
  
   
4,901,946
  
                 
Fixed assets, net
   
83,973
     
109,213
 
Intangible assets, net
   
61,614
     
67,404
 
Other assets
   
73,350
     
73,265
 
Assets held for sale
  
 
-
  
   
1,172,240
  
Film costs
  
 
2,062,602
  
   
594,912
  
 
  
             
Total assets
  
$
6,777,044
  
 
$
6,918,980
  
 
  
             
Liabilities and Stockholders’ Equity
  
             
Current liabilities:
  
             
Accounts payable
  
$
171,247
  
 
$
171,097
  
Accrued liabilities
  
 
4,683
  
   
5,003
  
Short term debt
  
 
-
  
   
117,224
  
Due to related parties
  
 
197,703
  
   
67,887
  
 
  
             
Total current liabilities
  
 
373,633
  
   
361,211
  
 
  
             
Stockholders’ equity
  
             
Common Stock, $0.00001 par value—authorized, 180,000,000 shares; issued, 39,750,000 and 39,743,000; outstanding, 39,750,000 and 39,743,000
  
 
          398
  
   
397
 
Additional paid-in capital
  
 
8,753,202
  
   
8,747,335
  
Accumulated other comprehensive income
   
754,951
     
749,609
 
Accumulated deficit
  
 
(5,214,216
) 
   
(5,109,180
) 
         Total Vallant Pictures Entertainment Co., Ltd stockholders' equity
  
 
  4,294,335
     
  4,388,161
 
Non-controlling interest
   
2,109,076
     
2,169,608
 
Total stockholders’ equity
  
 
6,403,411
     
6,557,769
 
 
  
             
Total liabilities and stockholders’ equity
  
$
6,777,044
  
 
$
6,918,980
  
 
  
             
 
The accompanying notes are an integral part of these financial statements.
 
F-1

CHINA MEDIA INC.
Consolidated Statements of Operations
(Unaudited)
 
 
  
Three Months Ended
 December 31,
   
Six Months Ended
 December 31,
 
 
  
2009
   
2008
   
2009
   
2008
 
Revenue
 
$
1,173,067
  
 
$
     -
  
 
$
1,173,067
   
$
 -
 
Cost of revenues
  
 
1,173,067
  
   
 -
  
   
1,173,067
     
    -
  
Gross profit
   
-
     
-
     
-
     
-
 
                                 
Selling, general and administrative
  
 
111,870
  
   
62,231
  
   
136,541
  
   
107,434
  
Depreciation and amortization expense
  
 
15,621
  
   
18,058
  
   
31,221
  
   
36,803
  
         Total operating expenses
  
 
 127,491
     
 80,289
     
 167,762
     
 144,237
 
                                 
Net loss
   
 (127,491)
     
 (80,289)
     
 (167,762)
     
 (144,237)
 
Less: Net loss attributable to non-controlling interest
  
 
47,668
  
   
30,020
  
   
62,726
  
   
53,930
  
 Net loss attributable to Vallant Pictures Entertainment Co., Ltd
  
 
 (79,823)
     
 (50,269)
     
 (105,036)
     
 (90,307)
 
                                 
Other comprehensive income (loss)
                               
Foreign currency translation
  
 
6,524
  
   
(4,908)
  
   
5,342
  
   
2,336
 
 
  
                             
Comprehensive loss
  
 
(120,967
) 
   
(85,197
) 
   
(162,420
) 
   
(141,901
) 
Less: comprehensive loss attributable to non-controlling interest
  
 
47,668
  
   
30,020
  
   
62,726
  
   
53,930
  
Comprehensive loss attributable to Vallant Pictures Entertainment Co., Ltd
  
$
(73,299
) 
 
$
(55,177
) 
 
$
(99,694
) 
 
$
(87,971
) 
 
  
                             
Net loss per share basic and diluted
  
$
 (0.00)
     
 (0.00)
     
 (0.00)
     
 (0.00)
 
Weighted average number of shares outstanding basic and diluted
  
 
39,750,000
  
   
39,743,000
  
   
39,750,000
  
   
  39,743,000
  
 
The accompanying notes are an integral part of these financial statements
 
F-2
 

CHINA MEDIA INC.
Consolidated Statements of Cash Flows
(Unaudited)
 
   
Six Months Ended
 December 31
 
   
2009
   
2008
 
Operating activities:
           
Net loss
  $ (167,762 )   $ (144,237 )
Adjustments to reconcile net income (loss ) to net cash used in operating activities:
               
Depreciation expense
    25,240       25,292  
Amortization expense - intangible
    5,790       12,250  
Contributed Rent
    5,868       5,842  
Changes in operating assets and liabilities:
               
Accounts receivable
    (96,123 )     17,132  
Prepaid expenses and other current assets
    -       16,638  
Film costs
    (293,400)       -  
Accrued expenses
    (320 )     (3,985 )
                 
Net cash provided by (used in) operating activities
    (520,707)       (71,068 ) 
                 
Investing activities:
               
Collections of note receivable
    1,467,000       -  
Loans made to others
    (4,452,345 )     -  
                 
Net cash (used in) investing activities
    (2,985,345 )       -  
                 
Financing activities:
               
Proceeds from due to related parties
    129,816       45,702  
                 
Net cash provided by (used in) financing activities
    129,816       45,702  
                 
Effect of exchange rate changes on cash and cash equivalents
    5,551       13,655  
                 
NET DECREASE IN CASH
  $ (3,370,685 )   $ (11,711 )
                 
CASH AT BEGINNING OF PERIOD
  $ 3,375,449     $ 26,243  
                 
CASH AT END OF PERIOD
  $ 4,764     $ 14,532  
 
Supplemental information
           
Interest paid
  $ -     $ -  
Income taxes paid
  $ -     $ -  
 
Supplemental disclosure of non-cash investing and financing activities:
           
Short term debt offsets accounts receivable
  $ 117,224     $ -  
 
The accompanying notes are an integral part of these financial statements
 
F-3

CHINA MEDIA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
December 31, 2009
 

 
1. Organization, Basis of Presentation and Significant Accounting Policies
 
The accompanying unaudited interim consolidated financial statements of China Media, Inc. (“We” or the “Company”), 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 the Company’s annual financial statements for the years ended June 30, 2009 and 2008 included in Form 8-K filed on December 23, 2009. 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 years ended June 30, 2009 and 2008 included in this document have been omitted.

Share Exchange

On July 7, 2009, Fullead Overseas Limited, a company incoporated under the laws of the British Virgin Islands (the “Buyer”), entered into a share purchase agreement (the “Share Purchase Agreement”), pursuant to which the Buyer agreed to purchase a total of 32,500,000 shares of the Company’s common stock, representing 85% of the total issued and outstanding shares of common stock of the Company on a fully-diluted basis. Bin Li, the Company’s Director, is the owner and sole Director of the Buyer.
 
On September 16, 2009, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Vallant Pictures Entertainment Co., Ltd., a company incorporated under the laws of the British Virgin Islands (“Vallant”) and Bin Li, the Company’s Director and the former sole shareholder of Vallant.  According to the terms of the Share Exchange Agreement, the Company agreed to acquire the sole issued and outstanding common share of Vallant from Bin Li in exchange for 7,000 shares of the Company’s common stock.
 
China Media Inc. (the “Company”) formerly Protecwerx Inc., was incorporated in the State of Nevada on October 16, 2007. On November 30, 2009, the Company closed the transactions contemplated by the Share Exchange Agreement and acquired Vallant Pictures Entertainment Co., Ltd., a company incorporated under the laws of the British Virgin Islands (“Vallant”)  as its wholly owned subsidiary.  Vallant has entered into a series of contractual obligations with Xi’An TV Media Co., Ltd., a company incorporated under the laws of 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 closing of the transactions contemplated by the Share Exchange Agreement.  Upon the closing of the transactions, we issued 7,000 shares of our common stock 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.  The 7,000 shares were issued in reliance upon an exemption from registration pursuant to Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”).  Currently, there were 39,750,000 shares of our common stock issued and outstanding.
 
The share exchange is being accounted for as a reverse merger, since the former sole shareholder of Vallant, Bin Li, acquired the majority of the Company’s common stock with the aim of completing the share exchange with Vallant, and Vallant is deemed to be the accounting acquirer in the reverse merger.  Consequently, the assets and liabilities and the historical operations that will be reflected in the consolidated financial statements for periods prior to the Share Exchange Agreement will be those of Vallant and will be recorded at the historical cost basis.  After the completion of the Share Exchange Agreement, the Company’s consolidated financial statements will include the assets and liabilities of Vallant, the historical operations of Vallant and its subsidiaries from the closing date of the Share Exchange Agreement.

Principles of Consolidation
 
The consolidated financial statements include the accounts of the Company and Xi’An TV, which is a variable interest entity with the Company as the primary beneficiary. In accordance with United States generally accepted accounting principles (“GAAP”) regarding “Consolidation of Variable Interest Entities”, the Company identifies entities for which control is achieved through means other than through voting rights (a "variable interest entity" or "VIE") and determines when and which business enterprise, if any, should consolidate the VIE. The Company evaluated its participating interest in Xi’An TV Media and concluded it is the primary beneficiary of Xi’An TV Media, a variable interest entity. The Company consolidated Xi’An TV Media and all significant intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes, including estimates of ultimate revenues and ultimate costs of film and television product, estimates of product sales that will be returned and the amount of receivables that ultimately will be collected, the potential outcome of future tax consequences of events that have been recognized in the 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 based on past experience and other assumptions that management believes are  reasonable under the circumstances, and management evaluates these estimates on an ongoing basis.

F-4
Recent Accounting Developments
 
Effective July 1, 2009, in accordance with U.S. GAAP, the Company adopted the standard on consolidation as it relates to noncontrolling interests. The standard changed the accounting and reporting for minority interests, which were recharacterized as noncontrolling interests and classified as a component of equity. The standard requires retrospective adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of the standard will be applied prospectively.

In June 2009, the FASB issued authoritative guidance on the consolidation of variable interest entities, which is effective for us in fiscal 2010. The new guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. We believe adoption of this new guidance will not have a material impact on our condensed consolidated financial statements.
 
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future financial statements.
 
2. Related Party Transactions

Mr. Dean Li, President and General Manager, had advanced approximately $130,000 to the Company during the three month period ended December 31, 2009. The shareholder loan is free of interest with no maturity date.
The Company leased an office space from a related party with a monthly rent of approximately $1,000. The contributed rent for the three month period and for the six month period ended December 31, 2009 was approximately $3,000 and $6,000, respectively.
 

3. Notes Receivable

On October 16, 2009, the Company loaned ShaanXi Geothe Business Trading Ltd. approximately $1,078,000 under a three month term note. The note matures on January 15, 2010 and has an annual interest rate of 4%. The balance is past due.
On July 12, 2009, the Company loaned ShaanXi Railroad Transportation Trading Ltd. approximately $3,370,000 under a six month term note. The note matures on January 11, 2010 and has an annual interest rate of 2%. During the period ended December 31, 2009, the Company collected approximately $1,467,000. The balance is past due.
 
4. Assets Held for Sale
 
In October 2009, the Company negotiated with third party buyers to sell two of its TV series at the historical costs, the costs related to these two TV series were classified as asset held for sale on the balance sheet as of June 30, 2009. The Company sold the two TV series during period ended December 31, 2009. The revenues and cost of revenues were included in the accompanying consolidated statements of operations. See Note 5 for details.
 
 
5. Revenues and Cost of Revenues
 
The Companys revenues by film and TV series are as follows:
 
 
Period Ended December 31
 
2009
2008
Desert Love Story TV series
293,267
0
Fox Hunting TV series
879,800
0
Total 
1,173,067
0

The Companys cost of revenues by film and TV series are as follows:
 
 
Period Ended December 31
 
2009
2008
Desert Love Story TV series
293,267
0
Fox Hunting TV series
879,800
0
Total  1,173,067 0

6. Subsequent Events
 
The Company has evaluated subsequent events through the date the consolidated financial statements were issued, and has concluded that no such events or transactions took place which would require disclosure herein.
 
F-5
 
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 Vallants inception on May 23, 2007.
 
Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.
 
Results of Operations
 
Our results of operations are summarized below:

 
Three Months Ended
December 31, 2009
($)
Three Months Ended
December 31, 2008
($)
Six Months Ended
December 31, 2009
($)
Six Months Ended
December 31, 2008
($)
Revenue
1,173,067
Nil
1,173,067
Nil
Cost of Revenue
1,173,067
Nil
1,173,067
Nil
Expenses
127,491
80,289
167,762
144,237
Net Loss
(127,491)
(80,289)
(167,762)
(144,237)
Net Loss per Share - Basic and Diluted
(0.00)
(0.00)
(0.00)
(0.00)
Weighted Average Number Shares Outstanding - Basic and Diluted
39,750,000
39,743,000
39,750,000
39,743,000
 
 
3
 
Results of Operations for the three months ended December 31, 2009 and 2008.
 
During the three months ended December 31, 2009, we earned revenue of $1,173.067, compared to $Nil in the same period in 2008. The revenues were generated through sales of the two TV series during period ended December 31, 2009.
 
For the three months ended December 31, 2009 we incurred a net loss of $127,491. During the same period in 2008 we incurred a net loss of $80,289. Our net loss per share did not change during these periods at $Nil per share.  Our total operating expenses for the three months ended December 31, 2009 were $127,491. During the same period in 2008 our operating expenses were $80,289. 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 three months ended December 31, 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 Six Months Ended December 31, 2009 and 2008
 
During the six months ended December 31, 2009, we generated revenues of $1,173,067, compared to $Nil in the same period in 2008. The revenues were generated through sales of the two TV series during period ended December 31, 2009.
 
For the six months ended December 31, 2009 we incurred a net loss of $167,762. During the same period in 2008 we incurred a net loss of $144,237.  Our total operating expenses for the six months ended December 31, 2009 were $167,762. During the same period in 2008 our operating expenses were $144,237. 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 six months ended December 31, 2009.
 
Liquidity and Capital Resources
 
As of December 31, 2009 we had cash of $4,764 in our bank accounts and a working capital surplus of $4,121,872.
 
For the six months ended December 31, 2009, we had net cash spending of $520,707 on operating activities, compared to net cash spending of $71,068 on operating activities during the same period in 2008. The increase of the cash used in operating activities for the six months ended December 31, 2009 was primarily due to additional spending in film costs.
 
During the six months ended December 31, 2009, we collected approximately $1,467,000 on a term note dated July 12, 2009. These cash inflows were offset by cash proceeds lent to trade partners of approximately $4,452,000.
 
During the six months ended December 31, 2009, we received net cash of $129,816 from financing activities, compared to net cash received of $45,702 from financing activities during the same period in fiscal 2008. The increase in cash from financing activities was due to the additional borrowing from a shareholder.
 
Our cash level decreased by $3,370,685 during the six months ended December 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 February 2010) 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.
 
4

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.
 
5
 
 
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 Commissions 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.
 

 
6
 
 
 
 
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.
 

 
7
 
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 12, 2010
Dean Li
 
President, Chief Executive Officer
 
(Principal Executive Officer)
   
  /s/ Ying Xue
Date: February 12, 2010
Ying Xue
 
Chief Financial Officer
 
(Principal Financial Officer and Principal Accounting Officer)
 
 
8
China Media (CE) (USOTC:CHND)
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