UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9242 / July 22, 2011

ADMINISTRATIVE PROCEEDING

File No. 3-14421

In the Matter of 

the Registration Statement of

China Century Dragon Media, Inc. 

c/o Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808,

HO-11603

ORDER MAKING FINDINGS AND 

SUSPENDING THE EFFECTIVENESS OF 

REGISTRATION STATEMENT

I.

The Securities and Exchange Commission (the “Commission”) deems it appropriate and in 

the public interest to accept the Offer of Settlement (the “Offer”) submitted by China Century 

Dragon Media, Inc. (“Respondent”) pursuant to Rule 240(a) of the Rules of Practice of the 

Commission, 17 C.F.R. § 201.240(a), for the purpose of settlement of these proceedings initiated 

against Respondent on June 13, 2011, pursuant to Section 8(d) of the Securities Act of 1933 (the 

“Securities Act”).

II.

Solely for the purpose of these proceedings and any other proceedings brought by or on 

behalf of the Commission, or to which the Commission is a party, and without admitting or 

denying the findings herein, except as to the Commission’s jurisdiction over it and the subject 

matter of these proceedings, which are admitted, Respondent consents to the entry of this Order 

Making Findings and Suspending the Effectiveness of Registration Statement (the “Order”), 

pursuant to Section 8(d) of the Securities Act of 1933, as set forth below. 
2

III.

On the basis of this Order and Respondent’s Offer, the Commission finds that:

A. Respondent (CIK No. 0001423242) is a Delaware corporation headquartered in

Guangdong Province, People’s Republic of China. Respondent’s common stock is registered with 

the Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange 

Act”) and is traded on the NYSE-Amex. Trading in Respondent’s securities has been halted by 

NYSE-Amex since March 21, 2011.

B. In February 2011, Respondent completed an initial public offering and sale of up to 

1,610,000 shares of common stock to the public, pursuant to a registration statement on Form S-1 

that became effective on February 7, 2011 (the “Registration Statement”). In addition to the initial 

public offering by the company, the S-1 also registered for resale up to 1,034,403 shares that were 

owned by selling shareholders. 

C. On March 22, 2011, Respondent’s independent auditor resigned and withdrew its 

audit report for Respondent’s financial statements as of December 31, 2009 and 2008, which were 

included in the Registration Statement. 

D. On March 28, 2011, Respondent filed a Form 8-K which disclosed that the 

company had received a letter of resignation from its independent auditor on March 22, 2011 (the 

“Resignation Letter”). As described in the 8-K:

[Respondent’s auditor] informed the Company in its resignation letter that 

due to discrepancies noted on customer confirmations and the auditor’s 

inability to directly verify the Company’s bank records, they believe these 

irregularities may be an indication that the accounting records have been 

falsified, which would constitute an illegal act. [Respondent’s auditor] 

stated in its letter that the Company’s management has not provided a 

satisfactory explanation of the discrepancies noted on the customer

confirmations and was unwilling to provide authorization to the bank so that 

the auditor could obtain official bank records directly from the bank’s 

record keeping system. Furthermore, [Respondent’s auditor’s] letter notes 

that the discrepancies could indicate a material error in previously issued 

financial statements. As a result, [Respondent’s auditor] states that it is 

unable to rely on management’s representations as they relate to previously 

issued financial statements and it can no longer support its opinions related 

to the financial statements as of December 31, 2009, and 2008. 

E. As a result of the above, the Registration Statement is materially misleading 

and deficient. The Registration Statement includes an untrue statement of a material fact because it 

purports to contain audited financial statements and the report of an independent registered public 

accounting firm thereon when in fact the auditor has withdrawn its audit reports for the reasons 
3

described herein. The Registration Statement also omits to state the material facts that the 

company’s auditor has resigned and withdrawn its audit report and the reasons for the auditor’s 

resignation, and that the financial statements included in the Registration Statement cannot be 

relied upon. In addition, a Form S-1 must include audited financial statements. See Form S-1, Part 

1–Information Required in Prospectus, Item 11(e) (requiring the inclusion of audited financial 

statements meeting the requirements of Regulation S-X).

 

IV.

 

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanction specified in Respondent’s Offer. 

Accordingly, it is hereby ORDERED, pursuant to Section 8(d) of the Securities Act, that 

the effectiveness of the Registration Statement filed by the Respondent is suspended.

By the Commission. 

 Elizabeth M. Murphy

 Secretary