UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2019
[ ] 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
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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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Room 10128, No. 269-5-1 Taibai South Road,
Yanta District, Xi'an City, Shaan'xi Province, China
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710068
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(Address of principal executive offices)
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(Zip Code)
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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
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[ ] Non-accelerated filer
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[X] Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
As of May 9, 2019, the registrant had 39,750,000 shares of common stock outstanding.
1
Table of Contents
PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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Item 4. Controls and Procedures
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3. Defaults Upon Senior Securities
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Item 4. Submission of Matters to a Vote of Security Holders
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Item 5. Other Information
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Item 6. Exhibits
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited interim consolidated financial statements of China Media Inc. (the Company, China Media, we, our, us) follow. All currency references in this report are to U.S. dollars unless otherwise noted.
CHINA MEDIA INC.
MARCH 31, 2019
(UNAUDITED
)
Financial Statement Index
Consolidated Balance Sheets as of March 31, 2019 (Unaudited) and June 30, 2018
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Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended March 31, 2019 and 2018 (Unaudited)
Consolidated Statements of Changes in Stockholders Equity (Deficit) for the three and nine months ended March 31, 2019 and 2018 (Unaudited)
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Consolidated Statements of Cash Flows for the nine months ended March 31, 2019 and 2018 (Unaudited)
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Notes to the Consolidated Financial Statements (Unaudited)
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2
CHINA MEDIA INC.
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CONSOLIDATED BALANCE SHEETS
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MARCH 31,
2019
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JUNE 30,
2018
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(Unaudited)
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Assets
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Current assets
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Cash and cash equivalents
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$ 3,291
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$ 7,179
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Prepaid and other receivable,
net of allowance of $120,864 and $122,544
at March 31, 2019 and June 30, 2018, respectively
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3,867
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3,920
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Total current assets
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7,158
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11,099
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Fixed assets, net
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15,075
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15,285
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Film costs, net
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-
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755,395
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Total assets
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$ 22,233
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$ 781,779
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Liabilities and Stockholders' Deficit
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Current liabilities
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Accounts payable
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$ 14,651
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$ 9,145
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Accrued liabilities and other payable
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363,685
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312,851
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Due to related party
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680,749
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597,726
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Total current liabilities
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1,059,085
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919,722
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Total liabilities
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1,059,085
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919,722
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Stockholders' deficit
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Common stock, $0.00001 par value,
180,000,000 shares authorized; 39,750,000 shares
issued and outstanding at March 31, 2019 and June 30, 2018
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$ 398
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$ 398
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Additional paid-in capital
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11,317,917
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11,298,300
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Accumulated other comprehensive income
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606,927
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619,693
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Accumulated deficit
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(12,962,094)
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(12,056,334)
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Total stockholders' deficit
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(1,036,852)
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(137,943)
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Total liabilities and stockholders' deficit
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$ 22,233
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$ 781,779
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
CHINA MEDIA INC.
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
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(Unaudited)
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FOR THE NINE MONTHS ENDED MARCH 31,
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FOR THE THREE MONTHS ENDED
MARCH 31,
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2019
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2018
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2019
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2018
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Selling, general and administrative
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$ 153,152
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$ 171,833
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$ 33,688
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$ 39,349
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Depreciation and amortization expense
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-
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1,110
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-
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354
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Impairment loss on film costs
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732,944
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-
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3,943
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-
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Total operating expenses
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886,096
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172,943
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37,631
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39,703
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Other expense
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Interest expense
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(19,664)
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(18,152)
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(6,132)
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(7,038)
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Net loss before income taxes
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(905,760)
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(191,095)
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(43,763)
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(46,741)
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Income taxes
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-
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-
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-
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-
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Net loss
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$ (905,760)
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$ (191,095)
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$ (43,763)
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$ (46,741)
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Comprehensive loss
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Net loss
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(905,760)
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(191,095)
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(43,763)
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(46,741)
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Foreign currency translation adjustment
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(12,766)
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57,534
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(20,001)
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26,182
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Comprehensive loss
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$ (918,526)
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$ (133,561)
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$ (63,764)
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$ (20,559)
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Net loss per common share - basic and diluted
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$ (0.02)
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$ (0.00)
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$ (0.00)
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$ (0.00)
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Weighted average number of common shares outstanding - basic and diluted
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39,750,000
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39,750,000
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39,750,000
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39,750,000
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
CHINA MEDIA INC.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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(Unaudited)
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FOR THE NINE MONTHS ENDED MARCH 31,
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2019
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2018
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CASH FLOWS OPERATING ACTIVITIES
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Net loss
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$ (905,760)
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$ (191,095)
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Adjustments to reconcile net loss to net cash used in
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operating activities:
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Imputed interest
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19,617
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18,097
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Depreciation expense
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-
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1,110
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Impairment loss on film costs
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732,944
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-
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Changes in operating assets and liabilities:
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Accounts payable
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5,500
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-
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Accrued liabilities and other payable
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54,231
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37,836
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Net cash used in operating activities
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(93,468)
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(134,052)
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CASH FLOW FINANCING ACTIVITIES
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Proceeds from related party
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89,742
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122,993
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Net cash provided by financing activities
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89,742
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122,993
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Effect of exchange rate changes on cash and cash equivalents
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(162)
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573
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NET CHANGE IN CASH AND CASH EQUIVALENTS
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(3,888)
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(10,486)
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CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD
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7,179
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13,199
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CASH AND CASH EQUIVALENTS AT END OF THE PERIOD
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$ 3,291
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$ 2,713
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SUPPLEMENTAL INFORMATION:
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Interest paid
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$ -
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$ -
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Income taxes paid
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$ -
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$ -
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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8
CHINA MEDIA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2019
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 Xian TV Media Co. Ltd. (XiAn TV). Effective control over XiAn TV was transferred to the Company through the series of contractual arrangements without transferring legal ownership in XiAn TV. As a result of these contractual arrangements, the Company maintained the ability to approve decisions made by XiAn TV and was entitled to substantially all of the economic benefits of XiAn TV.
XiAn TV was incorporated in XiAn, Shaanxi Province, Peoples 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 Companys annual financial statements for the year ended June 30, 2018. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the year ended June 30, 2018 have been omitted.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes, including estimates of ultimate revenues and ultimate costs of film and television products, the amount of receivables that ultimately will be collected, the potential outcome of future tax consequences of events that have been recognized in the Companys financial statements and loss contingencies. Actual results could differ from those estimates. To the extent that there are material differences between these estimates and actual results, the Companys financial condition or results of operations will be affected. Estimates are made based on past experience and other assumptions that management believes are reasonable under the circumstances, and management evaluates these estimates on an ongoing basis.
Recent Accounting Pronouncements
In March 2018, the FASB issued ASU 2018-05 Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (ASU 2018-05), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the Act) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (SAB 118) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The amendments are effective upon addition to the FASB Accounting Standards Codification. The adoption of this guidance did not have a material impact on the Companys consolidated financial statements.
9
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and issued subsequent amendments to the initial guidance or implementation guidance including ASU 2017-13, 2018-01, 2018-10, 2018-11, 2018-20 and 2019-01 (collectively, including ASU 2016-02, ASC 842). Under ASC 842, lessees will be required to recognize all leases at the commencement date including a lease liability, which is a lessees obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessees right to use, or control the use of, a specified asset for the lease term. The standard is effective for public entities with fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. Prior to
ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial
statements. ASU
2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. The Company is currently evaluating the impact of the adoption of ASC 842 on its consolidated financial statements.
Going Concern
The accompanying 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 suffered recurring losses from operations and has a working capital deficit as of March 31, 2019. The Company also generated negative operating cash flows for the nine months ended March 31, 2019.
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 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 March 31, 2019 and June 30, 2018, the Company owed Dean Li $680,749 and $597,726, respectively. The loans borrowed from Mr. Dean Li are non-secured, free of interest with no specified maturity date. The imputed interests are assessed as an expense to the business operation and an addition to the paid-in-capital and calculated based on annual interest rate in the range of 3.67%-5.34% with reference to one-year loan.
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. Dean Li, the President and Chief Executive Officer of the Company, holds 13% equity interest in Beijing Huaxia Star Media Co., Ltd. As of March 31, 2019, the production of the film has not started; the Company reserved full allowance of RMB 5 million (approximately $732,944) against the film costs.
On December 11, 2018, the Company provided a guarantee for Shaanxi Hengtai Mingji Trading Co., Ltd.s (Hengtai) two-year loan borrowed from ChangAn Bank in the amount of RMB 210,532,513 (approximately $30,616,700 when borrowed). The loan was pledged by Hengtais receivable from Shaanxi Senzhiyuan Industrial Co., Ltd. (Senzhiyuan), a related party of the Company. See Note 4 for more details.
NOTE 4.
Commitments and Contingencies
On December 11, 2018, the Company entered into a guarantee agreement to provide guarantee for Shaanxi Hengtai Mingji Trading Co., Ltd.s (Hengtai) two-year loan borrowed from ChangAn Bank in the amount of RMB 210,532,513 (approximately $30,616,700 when borrowed). The guarantee period is two years starting from the date the payment is due. The loan is pledged by Hengtais receivable from Shaanxi Senzhiyuan Industrial Co., Ltd. (Senzhiyuan) in the amount of RMB 226,000,000 and 50 million equity interest in Hengtai owned by Hengtais two shareholders. The controlling shareholder of Senzhiyuan is also a principal shareholder of the Company.
10
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could", "may", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.
Results of Operations
Comparison of the nine months ended March 31, 2019 and 2018:
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For Nine Months Ended
March 31,
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2019
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2018
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Operating expenses
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Selling, general and administrative
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$
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153,152
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$
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171,833
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Depreciation and amortization expenses
|
|
-
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1,110
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Impairment loss on film costs
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732,944
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|
|
-
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Total operating expenses
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886,096
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172,943
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|
|
|
|
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Other expense:
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|
|
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Interest expense
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(19,664)
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(18,152)
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Total other expense
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(19,664)
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(18,152)
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Net loss before income taxes
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(905,760)
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(191,095)
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Income taxes
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-
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-
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Net loss
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$
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(905,760)
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$
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(191,095)
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Revenue and Cost
We had no sales and cost for the nine months ended March 31, 2019 and 2018.
Operating expenses
During the nine months ended March 31, 2019, our total operating expenses were $886,096, an increase of $713,153 or 412% as compared to $172,943 for the nine months ended March 31, 2018. The main increase was due to increase in impairment loss on film costs, which was offset by the decrease in payroll, transportation and hospitality expenses.
Net loss
For the nine months ended March 31, 2019, we incurred a net loss of $905,760, as compared to a net loss of $191,095 for the nine months ended March 31, 2018, an increase of $714,665 or 374%. This increase was primarily due to the increase in operating expenses.
11
Comparison of the three months ended March 31, 2019 and 2018:
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For Three Months Ended
March 31,
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2019
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2018
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Operating expenses
|
|
|
|
|
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Selling, general and administrative
|
$
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33,688
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|
$
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39,349
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Depreciation and amortization expenses
|
|
-
|
|
|
354
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Impairment loss on film costs
|
|
3,943
|
|
|
-
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Total operating expenses
|
|
37,631
|
|
|
39,703
|
|
|
|
|
|
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Other expense:
|
|
|
|
|
|
Interest expense
|
|
(6,132)
|
|
|
(7,038)
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Total other expense
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|
(6,132)
|
|
|
(7,038)
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|
|
|
|
|
|
Net loss before income taxes
|
|
(43,763)
|
|
|
(46,741)
|
Income taxes
|
|
-
|
|
|
-
|
Net loss
|
$
|
(43,763)
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|
$
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(46,741)
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Revenue and Cost
We had no sales and cost for the three months ended March 31, 2019 and 2018.
Operating expenses
During the three months ended March 31, 2019, our total operating expenses were $37,631, a slight decrease of $2,072 or 5.2% as compared to $39,703 for the three months ended March 31, 2018. The main decrease was due to decrease in payroll expenses which was offset by the increase in impairment loss on film costs.
Net loss
For the three months ended March 31, 2019, we incurred a net loss of $43,763, as compared to a net loss of $46,741 for the three months ended March 31, 2018, a decrease net loss of $2,978 or 6.4%. 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:
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|
|
|
|
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|
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For the Nine Months Ended
|
|
|
|
March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
$
|
(93,468)
|
|
|
$
|
(134,052)
|
|
Net cash provided by financing activities
|
|
|
89,742
|
|
|
|
122,993
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(162)
|
|
|
|
573
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
(3,888)
|
|
|
|
(10,486)
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
7,179
|
|
|
|
13,199
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
3,291
|
|
|
$
|
2,713
|
|
As of March 31, 2019, we had cash of $3,291 in our bank accounts and a working capital deficit of $1,051,927.
For the nine months ended March 31, 2019, we used net cash of $93,468 in operating activities, compared to net cash used of $134,052 in operating activities during the same period of 2018. The decrease of $40,584 for net cash used in operating activities was mainly due to increase in the changes in accounts payable, accrued liabilities and other payable.
12
During the nine months ended March 31, 2019, we received net cash of $89,742 from financing activities, compared to net cash received of $122,993 in financing activities during the same period in fiscal year 2018. The decrease of $33,251 in net cash provided by financing activities was mainly due to decrease in proceeds received from a related party.
Our cash level decreased by $3,888 during the nine months ended March 31, 2019, compared to a decrease of $10,486 in the same period of 2018. The changes in cash were a result of the factors described above.
We anticipate that we will meet our ongoing cash requirements 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 a combination of debt financing and equity financing and partnerships with finance groups on television and movie projects.
Critical Accounting Policies and Estimates
Please refer to Managements Discussion and Analysis of Financial Condition and Results of Operations in our 2018 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, 2018.
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
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2019. 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.
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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.
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Item 6. Exhibits
Exhibit Number
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Exhibit Description
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31.1
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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
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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
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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
|
|
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32.2
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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.
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China Media Inc.
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(Registrant)
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|
|
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/s/ Dean Li
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Date: May 9, 2019
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Dean Li
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President, Chief Executive Officer
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(Principal Executive Officer)
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|
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