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, 2018


[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _________ to _________


Commission file number:  333-150952


China Media Inc.

(Exact name of registrant as specified in its charter)


Nevada

 

46-0521269

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

Room 10128,  No. 269-5-1 Taibai South Road,

Yanta District, Xi'an City, Shaan'xi Province, China

 

710068

(Address of principal executive offices)

 

(Zip Code)

 

Registrant's telephone number, including area code:  (86) 298765-1114


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days    [X] Yes    [ ] No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes    [ ] No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


[  ] Large accelerated filer Accelerated filer

[  ] Non-accelerated filer

[X] Smaller reporting company

 


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes   [X] No


As of February 14, 2019, the registrant had 39,750,000 shares of common stock outstanding.

 

 




1



 

 

Table of Contents

 

PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations


Item 3. Quantitative and Qualitative Disclosures About Market Risk


Item 4. Controls and Procedures


PART II - OTHER INFORMATION


Item 1. Legal Proceedings


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


Item 3. Defaults Upon Senior Securities


Item 4. Submission of Matters to a Vote of Security Holders


Item 5. Other Information


Item 6. Exhibits


 

 


 

 

PART I - FINANCIAL INFORMATION

 

 

Item 1.  Financial Statements

 

The unaudited interim consolidated financial statements of China Media Inc. (the Company , China Media , we , our , us ) follow. All currency references in this report are to U.S. dollars unless otherwise noted.

 

 

CHINA MEDIA INC.

DECEMBER 31, 2018

(UNAUDITED )


Financial Statement Index

 

Consolidated Balance Sheets as of December 31, 2018 (Unaudited) and June 30, 2018 


Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended December 31, 2018 and 2017 (Unaudited)


Consolidated Statements of Cash Flows for the six months ended December 31, 2018 and 2017 (Unaudited)


Notes to the Consolidated Financial Statements (Unaudited)


 

 

 






2









CHINA MEDIA INC.

CONSOLIDATED BALANCE SHEETS





DECEMBER 31,

 2018


JUNE 30,

2018





(Unaudited)




Assets






Current assets







Cash and cash equivalents

 $                   3,565


 $                  7,179




Prepaid and other receivable, net of allowance of $117,959 and $122,544 at December 31, 2018 and June 30, 2018, respectively

3,773


3,920



Total current assets

7,338


11,099











Fixed assets, net

14,712


15,285




Film costs, net

-


755,395










Total assets

 $               22,050


 $              781,779









Liabilities and Stockholders' Deficit






Current liabilities







Accounts payable

 $                  8,914


 $                  9,145




Accrued liabilities and other payable

339,443


312,851




Due to related parties

652,914


597,726



Total current liabilities

1,001,271


919,722










Total liabilities

1,001,271


919,722









Stockholders' deficit







Common stock, $0.00001 par value, 180,000,000 shares authorized; 39,750,000 shares issued and outstanding at December 31, 2018 and June 30, 2018

               $                   398


$                   398




Additional paid-in capital

11,311,784


11,298,300




Accumulated other comprehensive income

626,928


619,693




Accumulated deficit

(12,918,331)


 (12,056,334)



Total stockholders' deficit

                (979,221)


(137,943)










Total liabilities and stockholders' deficit

 $               22,050


 $             781,779









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






3









CHINA MEDIA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)





FOR THE SIX MONTHS ENDED DECEMBER 31,


FOR THE THREE MONTHS ENDED DECEMBER 31,


2018


2017


 

2018


 

2017

 









 









 









 

Selling, general and administrative

$      119,464


$    132,484


$    60,256


$     73,745

 

Depreciation and amortization expense

-


756


-


371

 

Impairment loss

729,001


-


729,001


-

 

    Total operating expenses

848,465


133,240


789,257


74,116

 









 









 

Other expense








 

    Interest expense

(13,532)


(11,114)


(6,684)


(5,987)

 

Net loss before income taxes

(861,997)


(144,354)


(795,941)


(80,103)

 

Income taxes

-


-


-


-

 

Net loss

$   (861,997)


$  (144,354)


$  (795,941)


$  (80,103)

 









 









 

Comprehensive loss








 

    Net loss

(861,997)


(144,354)


(795,941)


(80,103)

 

    Foreign currency translation adjustment

7,235


31,352


1,824


16,399

 

Comprehensive loss

$   (854,762)


$  (113,002)


$  (794,117)


$  (63,704)

 









 









 

Net loss per common share-basic and diluted

$         (0.02)


$       (0.00)


$      (0.02)


$      (0.00)

 

Weighted average number of common shares outstanding - basic and diluted

39,750,000


39,750,000


39,750,000


39,750,000

 




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

 


 

4






CHINA MEDIA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)






          FOR THE SIX MONTHS ENDED

                    DECEMBER 31,





2018


2017

CASH FLOWS OPERATING ACTIVITIES





Net loss

 $                       (861,997)


 $                 (144,354)


Adjustments to reconcile net loss to net cash used in




operating activities:






Imputed interest

13,484


11,061



Depreciation expense

-


756



Impairment loss on film costs

729,001


-


Changes in operating assets and liabilities:







Accrued liabilities and other payable

38,400


25,067

Net cash used in operating activities

                     (81,112)


(107,470)








CASH FLOW FINANCING ACTIVITIES







Proceeds from related party

77,758


100,446

Net cash provided by financing activities

77,758


100,446








Effect of exchange rate changes on cash and cash equivalents

(260)


403

NET CHANGE IN CASH AND CASH EQUIVALENTS

                        (3,614)


                        (6,621)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD

7,179


13,199

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

$                             3,565


$                      6,578








SUPPLEMENTAL INFORMATION:





Interest paid

 $                                    -


 $                             -


Income taxes paid

 $                                    -


$                             -






















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





5



CHINA MEDIA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

December 31, 2018


NOTE 1. Description of Business

 

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


The Company does not conduct any substantive operations of its own; rather, it conducts its primary business operations through Vallant Pictures Entertainment Co., Ltd. ( Vallant ), its wholly owned subsidiary incorporated under the laws of the British Virgin Islands, which in turn, conducts its business through Xi an TV Media Co. Ltd. ( Xi An TV ). Effective control over Xi An TV was transferred to the Company through the series of contractual arrangements without transferring legal ownership in Xi An TV. As a result of these contractual arrangements, the Company maintained the ability to approve decisions made by Xi An TV and was entitled to substantially all of the economic benefits of Xi An TV.


Xi An TV was incorporated in Xi An, Shaan xi Province, People s Republic of China ( PRC ) and is in the business of investing, producing and developing film and television programming for the Chinese market.


NOTE 2. Summary of Significant Accounting Policies


Basis of Presentation and Consolidation


The accompanying unaudited interim consolidated financial statements of China Media Inc. have been prepared in accordance with United States generally accepted accounting principles ( U.S. GAAP ) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company s annual financial statements for the year ended June 30, 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 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

 

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 Company does not expect the adoption of this guidance will have a material impact on the consolidated financial statements.




6



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 December 31, 2018. The Company also generated negative operating cash flows for the six months ended December 31, 2018.

 

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.


 

From time to time, the Company borrowed loans from Dean, Li, the President and Chief Executive Officer of the Company.  As of December 31, 2018 and June 30, 2018, the Company owed Dean Li $652,914 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 4.25%-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 December 31, 2018, the production of the film has not started; the Company reserved full allowance of RMB 5 million (approximately $752,627) against the film costs.

 

On December 11, 2018, t he 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). The loan was pledged by Hengtai’s 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 Chang’An Bank in the amount of RMB 210,532,513 (approximately $30,616,700). The guarantee period is two years starting from the date the payment is due. T he 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’s two shareholders. The controlling shareholder of Senzhiyuan is also a principal shareholder of the Company.

 




7



Item 2.  Management s Discussion and Analysis of Financial Condition and Results of Operations


Forward Looking Statements


This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could", "may", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

 

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.



Results of Operations


Comparison of the six months ended December 31, 2018 and 2017:








    

For Six Months Ended

December 31,

  

2018

 

2017

  

 

 

 

Operating expenses

 

 

 

 

 

Selling, general and administrative

 $

119,464

 

132,484

Depreciation and amortization expenses

 

-

 

 

756

Impairment loss


729,001



-

Total operating expenses

 

848,465

 

 

133,240

 

 

 

 

 

 

Other expense:

 

 

 

 

 

      Interest expense

 

(13,532)

 

 

(11,114)

           Total other expense

 

(13,532)

 

 

(11,114)

 

 

 

 

 

 

Net loss before income taxes

 

(861,997)

 

 

(144,354)

Income taxes

 

        -

 

 

        -

Net loss

$

(861,997)

 

$

(144,354)



Revenue and Cost


We had no sales and cost for the six months ended December 31, 2018 and 2017.

 

Operating expenses


During the six months ended December 31, 2018, our total operating expenses were $848,465, an increase of $715,225 or 537% as compared to $133,240 for the six months ended December 31, 2017. 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 six months ended December 31, 2018, we incurred a net loss of $861,997, as compared to a net loss of $144,354 for the six months ended December 31, 2017, an increase of $717,643 or 497%. This increase was primarily due to the increase in operating expenses.





8



Comparison of the three months ended December 31, 2018 and 2017:








    

For Three Months Ended

December 31,

  

2018

 

2017

  

 

 

 

Operating expenses

 

 

 

 

 

Selling, general and administrative

 $

60,256

 

 $

73,745

Depreciation and amortization expenses

 

-

 

 

371

Impairment loss


729,001



-

Total operating expenses

 

789,257

 

 

74,116

 

 

 

 

 

 

Other expense:

 

 

 

 

 

      Interest expense

 

(6,684)

 

 

(5,987)

           Total other expense

 

(6,684)

 

 

(5,987)

 

 

 

 

 

 

Net loss before income taxes

 

(795,941)

 

 

(80,103)

Income taxes

 

        -

 

 

        -

Net loss

$

(795,941)

 

$

(80,103)



Revenue and Cost


We had no sales and cost for the three months ended December 31, 2018 and 2017.

 

Operating expenses


During the three months ended December 31, 2018, our total operating expenses were $789,257, a decrease of $715,141 or 965% as compared to $74,116 for the three months ended December 31, 2017. 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 three months ended December 31, 2018, we incurred a net loss of $795,941, as compared to a net loss of $80,103 for the three months ended December 31, 2017, a decrease of $715,838 or 894%. This increase was primarily due to the increase in operating expenses.


Liquidity and Capital Resources


The following table sets forth a summary of our cash flows for the periods indicated:











  

 

For the Six Months Ended

 

  

 

December 31,

 

  

 

2018

 

 

2017

 

  

 

 

 

 

 

 

Net cash used in operating activities

 

$

(81,112)

 

 

 $

(107,470)

 

Net cash provided by financing activities

 

 

77,758

 

 

 

100,446

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(260)

 

 

 

403

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

(3,614)

 

 

 

(6,621)

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

7,179

 

 

 

13,199

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

3,565

 

 

$

6,578

 


As of December 31, 2018 we had cash of $3,565 in our bank accounts and a working capital deficit of $993,933.




9



For the six months ended December 31, 2018, we used net cash of $81,112 in operating activities, compared to net cash used of $107,470 in operating activities during the same period of 2017. The decrease of $26,358 for net cash used in operating activities was mainly due to decrease in the changes in accrued liabilities and other payable.


During the six months ended December 31, 2018, we received net cash of $77,758 from financing activities, compared to net cash received of $100,446 in financing activities during the same period in fiscal year 2017. The decrease of $22,688 in net cash provided by financing activities was mainly due to decrease in proceeds received from a related party.


Our cash level decreased by $3,614 during the six months ended December 31, 2018, compared to a decrease of $6,621 in the same period of 2017. 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 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

 



10



We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2018. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.


Changes in Internal Control


Except as discussed above, there were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that occurred during the quarterly period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION

 

  Item 1.  Legal Proceedings

 

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.  Defaults Upon Senior Securities

 

None.

 



Item 4.  Submission of Matters to a Vote of Security Holders

 

None.

 

Item 5.  Other Information

 

None.

 

Item 6.  Exhibits


Exhibit Number

Exhibit Description

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange   Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange   Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of   the Sarbanes-Oxley Act of 2002



32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002



 

  SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

China Media Inc.

 

(Registrant)

 

 

 

/s/ Dean Li

Date: February 14, 2019

Dean Li

 

President, Chief Executive Officer

 

(Principal Executive Officer)

 

 

 














12


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