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UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9224 / June 13, 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 FIXING TIME AND PLACE

OF PUBLIC HEARING AND 

INSTITUTING PROCEEDINGS 

PURSUANT TO SECTION 8(d) OF 

THE SECURITIES ACT OF 1933

I.

The Commission’s public official files disclose that: 

A. On February 4, 2011, China Century Dragon Media, Inc. (“Respondent”) filed an 

amended Form S-1 registration statement with the Commission that became effective on 

February 7, 2011, concurrently registering for sale up to 1,610,000 shares that Respondent 

offered to the public and registering for resale up to 1,034,403 shares owned by selling

shareholders (the “Registration Statement”). 

II.

The Division of Enforcement alleges, as set forth in the Statement of Matters of the 

Division of Enforcement attached hereto and incorporated herein by reference, that the 

Registration Statement includes an untrue statement of a material fact because the registration 

statement 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registered public accounting firm thereon when in fact the auditor has withdrawn its audit report

for the reasons described in the Statement of Matters; and that the Registration Statement omits 

to state material facts, including that the company’s auditor has resigned and withdrawn its audit 
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report and the reasons for the auditor’s resignation, and that the financial statements included in 

the registration statement cannot be relied upon. 

III.

The Commission, having considered the aforesaid, deems it appropriate and in the public 

interest that public proceedings pursuant to Section 8(d) of the Securities Act be instituted with 

respect to the Registration Statement to determine whether the allegations of the Division of 

Enforcement, as set forth in the Statement of Matters attached hereto and incorporated herein by 

reference, are true; to afford the Respondent with an opportunity to establish any defenses to 

these allegations; and to determine whether a stop order should issue suspending the 

effectiveness of the Registration Statement referred to herein. 

Accordingly, IT IS ORDERED that public proceedings be and hereby are instituted under 

Section 8(d) of the Securities Act, such hearing to be commenced at 11:00 a.m. on June 24, 

2011, at the Commission's offices at 100 F Street N.E., Washington, DC 20549, and to continue 

thereafter at such time and place as the hearing officer may determine.

IT IS FURTHER ORDERED that these proceedings shall be presided over by an 

Administrative Law Judge to be designated by further order, who is authorized to perform all the 

duties of an Administrative Law Judge as set forth in the Commission's Rules of Practice or as 

otherwise provided by law. 

IT IS FURTHER ORDERED that the Respondent shall file an Answer to the allegations 

contained in this Order within ten (10) days after service of this Order, pursuant to Rule 220 of 

the Commission’s Rules of Practice, 17 C.F.R. § 201.220. If the Respondent fails to file the 

directed answer, or fails to appear at a hearing after being duly notified, the Respondent may be 

deemed in default and the proceedings may be determined against the Respondent upon 

consideration of this Order, the allegations of which may be deemed to be true as provided by 

Rules 155(a), 220(f), 221(f) and 310 of the Commission’s Rules of Practice, 17 C.F.R. §§ 

201.155(a), 201.220(f), 221(f) and 201.310. This Order shall be served forthwith upon the 

Respondent personally. 
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IT IS FURTHER ORDERED that the Administrative Law Judge shall issue an initial 

decision no later than 60 days from the date of service of this Order, pursuant to Rule 360(a)(2) 

of the Commission’s Rules of Practice. In the absence of an appropriate waiver, no officer or 

employee of the Commission engaged in the performance of investigative or prosecuting 

functions in this or any factually related proceeding will be permitted to participate or advise in 

the decision of this matter, except as witness or counsel in proceedings held pursuant to notice. 

Since this proceeding is not “rule making” within the meaning of Section 551 of the 

Administrative Procedure Act, it is not deemed subject to the provisions of Section 553 delaying 

the effective date of any final Commission action.

By the Commission.

Elizabeth M. Murphy 

Secretary
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Service List

 Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another 

duly authorized officer of the Commission, shall serve a copy of the Order Fixing Time and Place 

of Public hearing and Instituting Proceedings Pursuant to Section 8(d) of the Securities Act of 1933 

(the “Order”) on the Respondent and its legal agent. 

 The attached Order has been sent to the following parties and other persons entitled to 

notice:

Honorable Brenda P. Murray 

Chief Administrative Law Judge 

Securities and Exchange Commission 

100 F Street, N.E. 

Washington, DC 20549-2557 

 

Paul W. Kisslinger, Esq. 

Securities and Exchange Commission 

100 F Street, N.E. 

Washington, DC 20549 

China Century Dragon Media, Inc. 

c/o Corporation Service Company 

2711 Centerville Road, Suite 400 

Wilmington, DE 19808 

China Century Dragon Media, Inc. 

c/o Thomas Wardell, Esq. 

McKenna, Long & Aldridge, LLP

303 Peachtree Street, N.E., Suite 5300 

Atlanta, GA 30308 
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Administrative Proceeding File No. 3-14421 

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

June 13, 2011 

 

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

Statement of Matters of the 

Division of Enforcement to be 

Considered at a Public Hearing 

Pursuant to Section 8(d) of the 

Securities Act of 1933

I. 

A. On February 4, 2011, China Century Dragon Media, Inc. (“Respondent”) filed an 

amended Form S-1 registration statement with the Commission concurrently registering for sale 

up to 1,610,000 shares that Respondent offered to the public and registering for resale up to 

1,034,403 shares that were owned by selling stockholders (the “Registration Statement”). The 

Registration Statement became effective on February 7, 2011. The Division of Enforcement 

alleges that the Registration Statement includes an untrue statement of a material fact or omits to 

state a material fact required to be stated therein or necessary to make the statements therein not 

misleading. 

B. The following are the matters to be considered at a hearing to commence on June 

24, 2011 at 11:00 a.m. at the Commission’s offices at 100 F Street, NE, Washington, DC 20549, 

pursuant to Section 8(d) of the Securities Act of 1933 to determine whether a stop order should 

be issued suspending the effectiveness of the Registration Statement. 

II.

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

audit reports for its consolidated financial statements as of December 31, 2009 and 2008, which 

were included in the Registration Statement filed by the Respondent. 

B. On March 28, 2011, Respondent filed a Form 8-K which disclosed: 
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[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. 

C. The Registration Statement is materially misleading and deficient. The 

Registration Statement includes an untrue statement of a material fact because the registration 

statement 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 report 

for the reasons described herein. The Registration Statement also omits to state material facts, 

including that the company’s auditor has resigned and withdrawn its audit reports 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).

D. Accordingly, the Division of Enforcement believes that a stop order should be 

issued suspending the effectiveness of the Respondent’s Registration Statement, until the 

registration statement has been amended in accordance with such stop order. 

Date: June 13, 2011 

______________________________ 

Paul W. Kisslinger

Division of Enforcement 

United States Securities

 and Exchange Commission 

100 F Street, NE 

Washington, DC 20549-4631 

Tel: (202) 551-4427 

Fax: (202) 772-9246 

Email: kisslingerp@sec.gov