As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/14/19  China Media Inc.                  10-Q        9/30/19   30:977K                                   Bernard & Yam LLP/FA

Document/Exhibit                   Description                      Pages   Size 

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28: R1          Document and Entity Information                     HTML     58K 
16: R2          Consolidated Balance Sheets (Unaudited)             HTML     73K 
14: R3          Consolidated Balance Sheets (Parenthetical)         HTML     21K 
22: R4          Consolidated Statements of Operations and           HTML     51K 
                Comprehensive Loss                                               
29: R5          Consolidated Statement of Changes in Stockholders'  HTML     31K 
                Deficit (Unaudited)                                              
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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, 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		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 November 14, 2019, the registrant had 39,750,000 shares of common stock outstanding.

 

 

 

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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.

SEPTEMBER 30, 2019

(UNAUDITED)

 

Financial Statement Index

 

Consolidated Balance Sheets as of  September 30, 2019 (Unaudited) and June 30, 2019
Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2019 and 2018 (Unaudited) Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended September 30, 2019 and 2018 (Unaudited)
Consolidated Statements of Cash Flows for the three months ended September 30, 2019 and 2018 (Unaudited)
Notes to the Consolidated Financial Statements (Unaudited)

 

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CHINA MEDIA INC.

CONSOLIDATED BALANCE SHEETS

 

			SEPTEMBER 30, 2019		JUNE 30, 2019
Assets			(Unaudited)
	Current assets
		Cash and cash equivalents	$          1,938		$            2,603
		Other receivable, net of allowance of $113,668 and $118,145 at September 30, 2019 and June 30, 2019, respectively	3,636		3,780
	Total current assets		5,574		6,383
		Fixed assets, net	14,177		14,736
		Operating lease right-of-use asset – related party	56,152		-
	Total assets		$        75,903		$        21,119
Liabilities and Stockholders' Deficit
	Current liabilities
		Accounts payable	$        14,105		$        8,924
		Accrued liabilities and other payable	296,261		287,592
		Accrued liabilities – related party	42,324		73,270
		Operating lease liability, current – related party	49,214		-
		Due to related party	717,282		717,974
	Total current liabilities		1,119,186		1,087,760
	Operating lease liability, non-current – related party		39,802		-
	Total liabilities		1,158,988		1,087,760
Stockholders' deficit
		Common stock, $0.00001 par value, 180,000,000 shares authorized; 39,750,000 shares issued and outstanding at September 30, 2019 and June 30, 2019, respectively	398		398
		Additional paid-in capital	11,330,244		11,323,440
		Accumulated other comprehensive income	671,844		630,561
		Accumulated deficit	(13,085,571)		(13,021,040)
	Total stockholders' deficit		(1,083,085)		(1,066,641)
	Total liabilities and stockholders' deficit		$       75,903		$       21,119

 

 

 

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

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CHINA MEDIA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
	(Unaudited)

 

		FOR THE THREE MONTHS ENDED SEPTEMBER 30,
		2019		2018
Selling, general and administrative expense		$                                    57,683		$                    59,208
	Total operating expense	57,683		59,208
Other expense
	Interest expense	6,848		6,848
Net loss before income taxes		(64,531)		(66,056)
Income taxes		-		-
Net loss		$                                  (64,531)		$               (66,056)
Comprehensive loss
	Net loss	(64,531)		(66,056)
	Foreign currency translation adjustment	41,283		5,411
Comprehensive loss		$                                   (23,248)		$               (60,645)
Net loss per common share, basic and diluted		$                                       (0.00)		$                  (0.00)
Weighted average number of common shares outstanding- basic and diluted		39,750,000		39,750,000

 

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

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CHINA MEDIA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 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., 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, 2019. 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, 2019 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.

 

Recently Adopted Accounting Pronouncement

 

On July 1, 2019, the Company adopted Accounting Standards Update (ASU) 2016-02, Leases (as amended by ASU 2018-01, 2018-10, 2018-11, 2018-20, and 2019-01, collectively ASC Topic 842), using the modified retrospective method. The Company elected the transition method which allows entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result of electing this transition method, previously reported financial information has not been restated to reflect the application of the new standard to the comparative periods presented. The Company elected the package of practical expedients permitted under the transition guidance within ASC 842, which among other things, allows the Company to carry forward certain historical conclusions reached under ASC Topic 840 regarding lease identification, classification, and the accounting treatment of initial direct costs. The Company elected not to record assets and

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liabilities on its consolidated balance sheet for new or existing lease arrangements with terms of 12 months or less. The Company recognizes lease expenses for such lease on a straight-line basis over the lease term.

 

The primary impact of applying ASC Topic 842 is the initial recognition of $92,000 of lease liability and $62,000 of right-of-use asset on the Company’s consolidated balance sheet as of July 1, 2019, for lease classified as operating leases under ASC Topic 840, as well as enhanced disclosure of the Company’s leasing arrangement. There is no cumulative effect to retained earnings or other components of equity recognized as of July 1, 2019 and the adoption of this standard did not impact the consolidated statement of operations and comprehensive loss or consolidated statement of cash flows of the Company. The Company does not have finance lease arrangements as of September 30, 2019. See Note 4 for further discussion.

 

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, 2019. The Company also generated negative operating cash flows and incurred net loss for the three months ended September 30, 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 September 30, 2019 and June 30, 2019, the Company owed Dean Li $717,282 and $717,974, 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 3.75%-4.12% with reference to 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, 2019, the Company had right-of-use asset of $56,152 and lease liability of $89,016 of this lease. The Company also owed Gede rent payable of $42,324 for another lease that ended on December 31, 2017. As of June 30, 2019, total rent payable owed to Gede was $73,270. 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.

 

Balance sheet information related to the operating lease is as follows:

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				September 30, 2019
Operating lease right-of-use asset – related party				$	56,152
Operating lease liability, current – related party				$	49,214
Operating lease liability, non-current – related party					39,802
Total operating lease liability				$	89,016

 

 

For the three months ended September 30, 2019, the Company had operating lease cost of $4,776 and the reduction in operating lease right-of-use asset – related party was $4,034. No cash was paid for amount included in the measurement of operating lease liability – related party during the three months ended September 30, 2019.

 

The weighted-average remaining lease term and the weighted-average discount rate of our lease are as follows:

 

					September 30, 2019
Weighted-average remaining lease term					3.25 years
Weighted-average discount rate					4.85%

 

The following table summarizes the maturity of our operating lease liability – related party as of September 30, 2019:

For The Years Ended June 30,
2020 (remaining)						$	46,948
2021							18,779
2022							18,779
2023 and thereafter							9,390
Total lease payment							93,896
Less imputed interest							(4,880)
Total lease liability – related party						$	89,016

 

 

NOTE 5. 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 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.

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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, 2019 and 2018:

 

	For Three Months Ended September 30,
	2019			2018
Operating expense
Selling, general and administrative expense	$	57,683		$	59,208
Total operating expense		57,683			59,208
Other expense:
Interest expense		6,848			6,848
Total other expense		6,848			6,848
Net loss before income taxes		(64,531)			(66,056)
Income taxes		-			-
Net loss	$	(64,531)		$	(66,056)

 

Revenue and Cost

 

We had no sales and cost for the three months ended September 30, 2019 and 2018.

 

Operating expenses

 

During the three months ended September 30, 2019, our total operating expense was $57,683, a decrease of $1,525 or 2.6% as compared to $59,208 for the three months ended September 30, 2018. The main decrease was due to decrease in payroll expense.

 

Net loss

 

For the three months ended September 30, 2019 we incurred a net loss of $64,531, as compared to a net loss of $66,056 for the three months ended September 30, 2018, a slight decrease of $1,525 or 2.3%. This decrease was primarily due to the decrease in operating expense.

 

Liquidity and Capital Resources

 

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

 

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		For the Three Months Ended
		September 30,
		2019				2018
Net cash used in operating activities		$	(27,547)			$	(32,660)
Net cash provided by financing activities			26,971				27,487
Effect of exchange rate changes on cash and cash equivalents			(89)				(210)
NET CHANGE IN CASH AND CASH EQUIVALENTS			(665)				(5,383)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			2,603				7,179
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	1,938			$	1,796

 

As of September 30, 2019, we had cash of $1,938 in our bank accounts and a working capital deficit of $1,113,612.

 

During the three months ended September 30, 2019, we used net cash of $27,547 in operating activities, compared to net cash used of 32,660 in operating activities during the same period of 2018. The decrease of $5,113 for net cash used in operating activities was mainly due to the amortization of operating lease right-of-use asset – related party in this period.

 

During the three months ended September 30, 2019, we received net cash of $26,971 from financing activities, compared to net cash received of $27,487 in financing activity during the same period of 2018. The decrease of $516 in net cash provided by financing activity was mainly due to the decrease in loan from related party.

 

Our cash level decreased by $665 during the three months ended September 30, 2019, compared to a decrease of $5,383 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 201910-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, 2019.

 

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.

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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, 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.

 

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

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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: November 14, 2019	Dean Li
	President, Chief Executive Officer
	(Principal Executive Officer)

 

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