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 September 30, 2020
[ ] 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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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.
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[ ] Large accelerated filer Accelerated filer
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[X] 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 November 16, 2020, the registrant had 39,750,000 shares of common stock outstanding.
1
Table of Contents
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
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Item 2. Management’s 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.
SEPTEMBER 30, 2020
(UNAUDITED)
Financial Statement Index
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Consolidated Balance Sheets as of September 30, 2020 (Unaudited) and June 30, 2020
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Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2020 and 2019 (Unaudited)
Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended September 30, 2020 and 2019 (Unaudited)
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Consolidated Statements of Cash Flows for the three months ended September 30, 2020 and 2019 (Unaudited)
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Notes to the Consolidated Financial Statements (Unaudited)
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2
CHINA MEDIA INC.
CONSOLIDATED BALANCE SHEETS
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SEPTEMBER 30,
2020
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JUNE 30,
2020
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Assets
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(Unaudited)
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Current assets
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Cash and cash equivalents
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$ 1,705
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$ 1,351
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Other receivable, net of allowance of $119,261 and $114,758 at September 30, 2020 and June 30, 2020, respectively
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4,919
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3,671
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Total current assets
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6,624
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5,022
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Fixed assets, net
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351
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338
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Operating lease right-of-use asset – related party
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41,760
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44,385
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Total assets
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$ 48,735
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$ 49,745
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Liabilities and Stockholders' Deficit
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Current liabilities
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Accounts payable
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$ 20,260
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$ 14,224
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Accrued liabilities and other payable
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383,062
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336,855
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Accrued liabilities – related party
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44,407
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42,730
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Operating lease liability, current – related party
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72,187
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64,514
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Due to related party
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869,961
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802,766
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Total current liabilities
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1,389,877
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1,261,089
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Operating lease liability, non-current – related party
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23,758
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27,270
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Total liabilities
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1,413,635
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1,288,359
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Stockholders' deficit
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Common stock, $0.00001 par value, 180,000,000 shares authorized; 39,750,000 shares issued and outstanding at September 30, 2020 and June 30, 2020
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398
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398
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Additional paid-in capital
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11,357,728
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11,350,321
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Accumulated other comprehensive income
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612,314
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662,118
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Accumulated deficit
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(13,335,340)
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(13,251,451)
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Total stockholders' deficit
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(1,364,900)
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(1,238,614)
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Total liabilities and stockholders' deficit
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$ 48,735
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$ 49,745
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
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CHINA MEDIA INC.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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(Unaudited)
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FOR THE THREE MONTHS ENDED SEPTEMBER 30,
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2020
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2019
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CASH FLOWS OPERATING ACTIVITIES
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Net loss
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$ (83,889)
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$ (64,531)
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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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7,407
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6,804
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Noncash lease expense
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4,293
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4,034
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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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5,500
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Accrued liabilities and other payable
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32,429
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19,904
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Operating Lease liability – related party
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550
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742
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Net cash used in operating activities
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(33,710)
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(27,547)
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CASH FLOW FINANCING ACTIVITY
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Proceeds from related party
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35,090
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26,971
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Net cash provided by financing activity
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35,090
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26,971
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Effect of exchange rate changes on cash and cash equivalents
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(1,026)
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(89)
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NET CHANGE IN CASH AND CASH EQUIVALENTS
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354
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(665)
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CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD
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1,351
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2,603
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CASH AND CASH EQUIVALENTS AT END OF THE PERIOD
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$ 1,705
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$ 1,938
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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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7
CHINA MEDIA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2020
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., its wholly owned subsidiary incorporated under the laws of the British Virgin Islands, which in turn, conducts its business through Xi’an TV Media Co. Ltd. (“Xi’An TV”). Effective control over Xi’An TV was transferred to the Company through the series of contractual arrangements without transferring legal ownership in Xi’An TV. As a result of these contractual arrangements, the Company maintained the ability to approve decisions made by Xi’An TV and was entitled to substantially all of the economic benefits of Xi’An TV.
Xi’An TV was incorporated in Xi’An, Shaan’xi Province, People’s Republic of China (“PRC”) and is in the business of investing, producing and developing film and television programming for the Chinese market.
NOTE 2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited interim consolidated financial statements of China Media Inc. have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual financial statements for the year ended June 30, 2020. 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, 2020 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 Company’s financial statements and loss contingencies. Actual results could differ from those estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or results of operations will be affected. Estimates are made based on past experience and other assumptions that management believes are reasonable under the circumstances, and management evaluates these estimates on an ongoing basis.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.
8
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 September 30, 2020. The Company also generated negative operating cash flows and incurred net loss for the three months ended September 30, 2020.
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 September 30, 2020, and June 30, 2020, the Company owed Dean Li $869,961 and $802,766, respectively. The loans borrowed from Mr. Dean Li are unsecured, 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 the average annual interest rate of 3.54% with reference to a one-year loan.
The Company has a five-year lease agreement with Shaanxi Gede Trading Co., Ltd. (“Gede”) to lease its main office for a monthly rent of RMB11,167 (approximately $1,637) with a term of five years and expiration date on December 31, 2022. Gede’s Legal Representative and Chief Executive Officer is a major shareholder of the Company. As of September 30, 2020, the Company had a right-of-use asset of $41,760 and lease liability of $95,945 related to this lease. The Company also owed Gede rent payable of $44,407 for another lease that ended December 31, 2017. As of September 30, 2020, total rent payable owed to Gede was $98,592. See Note 4 for more details.
On December 11, 2018, the Company provided a guarantee for Shaanxi Hengtai Mingji Trading Co., Ltd.’s (“Hengtai”) two-year loan borrowed from Chang’An Bank in the amount of RMB 210,532,513 (approximately $30,616,700 when borrowed). The loan was pledged by Hengtai’s receivable from Shaanxi Senzhiyuan Industrial Co., Ltd. (“Senzhiyuan”), a related party of the Company. See Note 5 for more details.
NOTE 4. Operating Lease
On January 1, 2018, the Company entered into a lease agreement with Shaanxi Gede Trading Co., Ltd. (“Gede”), a related party, to lease its main office for a monthly rent of RMB11,167 (approximately $1,637) with a term of five years and expiration date on December 31, 2022.
Balance sheet information related to the operating lease is as follows:
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September 30,
2020
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Operating lease right-of-use asset – related party
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$
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41,760
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Operating lease liability, current – related party
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$
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72,187
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Operating lease liability, non-current – related party
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23,758
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Total operating lease liability
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$
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95,945
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For the three months ended September 30, 2020 and 2019, the Company had operating lease cost of $4,843 and $4,776, respectively; and the reduction in operating lease right-of-use asset – related party were $4,293 and $4,034,
9
respectively. No cash was paid for amounts included in the measurement of operating lease liability – related party during the three months ended September 30, 2020 and 2019.
The weighted-average remaining lease term and the weighted-average discount rate of our lease are as follows:
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September 30,
2020
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Weighted-average remaining lease term
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2.25 years
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Weighted-average discount rate
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4.85%
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The following table summarizes the maturity of our operating lease liability – related party as of September 30, 2020:
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For the Years Ended June 30,
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2021 (remaining)
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$
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68,962
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2022
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19,703
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2023 and thereafter
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9,852
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Total lease payment
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98,517
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Less imputed interest
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(2,572)
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Total lease liability – related party
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$
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95,945
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NOTE 5. Commitments and Contingencies
On December 11, 2018, the Company entered into a guarantee agreement to provide guarantee for Shaanxi HengtaiMingji Trading Co., Ltd.’s (“Hengtai”) two-year loan borrowed from Chang’An 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 Hengtai’s 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 Hengtai’s two shareholders. The controlling shareholder of Senzhiyuan is also a principal shareholder of the Company.
The information of lease commitment is provided in Note 4.
Note 6. Subsequent Event
From October 1, 2020 to November 16, 2020, the Company borrowed loans in total of RMB162,319 (approximately $23,478) from Dean Li, the President and Chief Executive Officer of the Company. The loans borrowed from Mr. Dean Li are unsecured, free of interest with no specified maturity date. The annual interest rate of 3.54% with reference to a one-year loan.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could", "may", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.
Results of Operations
Comparison of the three months ended September 30, 2020 and 2019:
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For Three Months Ended
September 30,
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2020
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2019
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Operating expense
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Selling, general and administrative expense
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$
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76,435
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$
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57,683
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Total operating expense
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76,435
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57,683
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Other expense:
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Interest expense
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7,454
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6,848
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Total other expense
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7,454
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6,848
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Net loss before income taxes
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(83,889)
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(64,531)
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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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(83,889)
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$
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(64,531)
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Revenue and Cost
We had no sales and cost for the three months ended September 30, 2020 and 2019.
Operating expenses
During the three months ended September 30, 2020, our total operating expense was $76,435, an increase of $18,752 or 33% as compared to $57,683 for the three months ended September 30, 2019. The main increase was due to partial of the audit fee for the year ended June 30, 2019 was recorded in the three months ended December 31, 2020, but the audit fee for the year ended June 20, 2020 was fully recorded in the three months ended September 30, 2020.
Net loss
For the three months ended September 30, 2020 we incurred a net loss of $83,889, as compared to a net loss of $64,531 for the three months ended September 30, 2019, an increase of $19,358 or 30%. This increase was primarily due to the increase in operating expense.
Liquidity and Capital Resources
The following table sets forth a summary of our cash flows for the periods indicated:
11
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For the Three Months Ended
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September 30,
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2020
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2019
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Net cash used in operating activities
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$
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(33,710)
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$
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(27,547)
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Net cash provided by financing activity
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35,090
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26,971
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Effect of exchange rate changes on cash and cash equivalents
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(1,026)
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(89)
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NET CHANGE IN CASH AND CASH EQUIVALENTS
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354
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(665)
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CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
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1,351
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2,603
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CASH AND CASH EQUIVALENTS AT END OF PERIOD
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$
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1,705
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$
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1,938
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As of September 30, 2020, we had cash of $1,705 in our bank accounts and a working capital deficit of $1,383,253.
During the three months ended September 30, 2020, we used net cash of $33,710 in operating activities, compared to net cash used of 27,547 in operating activities during the same period of 2019. The increase of $6,163 for net cash used in operating activities was mainly due to the increase in net loss and offset by the increase in the change in accrued liabilities and other payable in this period.
During the three months ended September 30, 2020, we received net cash of $35,090 from financing activity, compared to net cash received of $26,971 in financing activity during the same period of 2019. The increase of $8,119 in net cash provided by financing activity was due to the increase in proceeds received from a related party.
Our cash level increased by $354 during the three months ended September 30, 2020, compared to a decrease of $665 in the same period of 2019. 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2020 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, 2020.
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.
Impact of COVID-19 Pandemic
In late January 2020, the coronavirus (“COVID-19”) was rapidly evolving in China and globally led to disruptions in the business and transportation. The Chinese government implemented a series of restrictions, including lock-downs, social distancing requirements, and travel restrictions that drastically reduced traditional offline business. Considering the features of our business in the media industries, we experienced business disruption as a result of those measures to contain the COVID-19 outbreak. Since March 2020, the Chinese government has eased its COVID-19 restrictions domestically, and the Chinese domestic business started to recover. Our operations in the first quarter of 2021 was not significantly impacted by the COVID-19. However, it is not possible to determine the ultimate impact of the COVID-19 pandemic on the Company’s business operations and financial results, which is highly dependent on numerous
12
factors, including the duration and spread of the pandemic and any resurgence of COVID-19 in China or elsewhere, actions taken by governments, the responses of businesses and individuals to the pandemic.
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 September 30, 2020. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.
Changes in Internal Control
Except as discussed above, there were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that occurred during the quarterly period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
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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
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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
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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
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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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/s/ Dean Li
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Date: November 16, 2020
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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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