UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB-A

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
              OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2006

|_|   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: 000-50431

                          China Media Group Corporation


             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Texas                           5813                32-0034926
(State or other jurisdiction   (Primary Standard Industrial   (I.R.S. Employer
     of incorporation           Classification Code Number)  Identification No.)
      or organization)

            9901 I.H. 10 West, Suite 800, San Antonio, TX       78230
        (Address of registrant's principal executive offices) (Zip Code)

                                 +1 310 689 8859
              (Registrant's Telephone Number, Including Area Code)

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.

      Yes |X|     No |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date. As of May 6, 2006 there were
345,774,145 no par value common stock of the Company issued and outstanding.

<PAGE>

                   PART I - CONSOLIDATED FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                          CHINA MEDIA GROUP CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2006
                                   (UNAUDITED)

                                     ASSETS

Current assets:
  Cash and cash equivalents                                           $  93,381
  Prepayments, deposits and other receivables                            18,445
                                                                      ---------
                                                                        111,826
                                                                      ---------

Non-current assets:
  Fixed assets                                                           11,465
  Advance payment for distribution rights                               138,000
                                                                      ---------
                                                                        149,465
                                                                      ---------

          Total assets                                                $ 261,291
                                                                      =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accrued expenses                                                    $  41,733
  Short-term debt                                                        48,800
  Other payables                                                         48,094
  Due to related parties                                                 38,046
                                                                      ---------
          Total current liabilities                                     176,673

Long-term debt                                                           18,800
                                                                      ---------
          Total liabilities                                             195,473
                                                                      ---------

Stockholders' equity:
  Common stock, no par value, 85,000,000,000 shares authorized;
    345,774,145 shares issued and outstanding                           470,170
  Additional paid-in-capital                                             80,000
  Deficit accumulated during the development stage                     (484,352)
                                                                      ---------
          Total stockholders' equity                                     65,818
                                                                      ---------

          Total liabilities and stockholders' equity                  $ 261,291
                                                                      =========

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

<PAGE>

                          CHINA MEDIA GROUP CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLDIATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2006 AND 2005
      AND FOR THE PERIOD FROM OCTOBER 1, 2002 (INCEPTION) TO MARCH 31, 2006
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        Period from
                                                 For the Three Month Periods          October 1, 2002
                                                       Ended March 31,                 (inception) to
                                                   2006                2005            March 31, 2006
                                               -------------       -------------      ---------------
<S>                                            <C>                 <C>                 <C>
Net revenue                                    $          --       $          --       $          --

Cost of revenue                                           --                  --                  --
                                               -------------       -------------       -------------

Gross profit                                              --                  --                  --

Selling, general and administrative
  expenses                                           143,578              31,602             468,207
                                               -------------       -------------       -------------

Loss from operations before other expense
  and provision for income taxes                    (143,578)            (31,602)           (468,207)

Other expense -
    Interest expense                                  (2,260)             (1,395)            (16,145)
                                               -------------       -------------       -------------

Net loss                                       $    (145,838)      $     (32,997)      $    (484,352)
                                               =============       =============       =============

Weighted average number of shares -
  basic and diluted                              344,124,145         343,940,812         344,124,145
                                               =============       =============       =============

Loss per share - basic and diluted             $       (0.00)      $       (0.00)      $       (0.00)
                                               =============       =============       =============
</TABLE>

*Basic and diluted weighted average number of shares is the same since the
effect of diluted securities is anti-diluted

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

<PAGE>

                          CHINA MEDIA GROUP CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                FROM INCEPTION (OCTOBER 1, 2002 TO MARCH 31, 2006
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                          Deficit
                                                                                                        accumulated        Total
                                                                         Additional                     during the     stockholders'
                                                 Common stock              paid-in       Deferred       development       equity
                                             Shares         Amount         capital     compensation        stage         (deficit)
                                          -----------    -----------    -----------     -----------     -----------    -----------
<S>                                       <C>            <C>            <C>             <C>             <C>            <C>
Balance at October 1, 2002                         --    $        --    $        --     $        --     $        --    $        --
  (inception)

Issuance of founder shares for
  services at $0.001 per share -
  October 2002                            283,333,336          2,550             --              --              --          2,550

Issuance of shares for services
  at $0.15 per share -
  October 2002                             41,666,698         56,250             --              --              --         56,250

Deferred compensation                              --             --             --         (42,188)             --        (42,188)

Sale of shares for cash at $0.15
  per share - December 2002                17,581,444         23,735             --              --              --         23,735

Capital contribution for office
  space and salary expense                         --             --          5,800              --              --          5,800

Net loss                                           --             --             --              --         (32,315)       (32,315)
                                          -----------    -----------    -----------     -----------     -----------    -----------

Balance at December 31, 2002              342,581,478         82,535          5,800         (42,188)        (32,315)        13,832

Sale of shares for cash at $0.15
  per share - February 2003                 1,359,334          1,835             --              --              --          1,835

Capital contribution for office
  space and salary expense                         --             --         28,800              --              --         28,800

Amortization of deferred
  compensation                                     --             --             --          42,188              --         42,188

Net loss                                           --             --             --              --        (122,724)      (122,724)
                                          -----------    -----------    -----------     -----------     -----------    -----------

Balance at December 31, 2003              343,940,812         84,370         34,600              --        (155,039)       (36,069)

Capital contribution for office
  space and salary expense                         --             --         28,800              --              --         28,800

Net loss                                           --             --             --              --         (51,572)       (51,572)
                                          -----------    -----------    -----------     -----------     -----------    -----------

Balance at December 31, 2004              343,940,812         84,370         63,400              --        (206,611)       (58,841)

Capital contribution for office
  space and salary expense                         --             --         14,400              --              --         14,400

Change to no par value stock                       --         77,800        (77,800)             --              --             --

Net loss                                           --             --             --              --        (131,903)      (131,903)
                                          -----------    -----------    -----------     -----------     -----------    -----------

Balance at December 31, 2005              343,940,812        162,170             --              --        (338,514)      (176,344)

Stock issued for cash                         833,333        170,000         80,000              --              --        250,000

Stock issued for acquisition of             1,000,000        138,000             --              --              --        138,000
  distribution rights

Net loss                                           --             --             --              --        (145,838)      (145,838)
                                          -----------    -----------    -----------     -----------     -----------    -----------

Balance at March 31, 2006                 345,774,145    $   470,170    $    80,000     $        --     $  (484,352)   $    65,818
                                          ===========    ===========    ===========     ===========     ===========    ===========
</TABLE>

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

<PAGE>

                          CHINA MEDIA GROUP CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2006 AND 2005
      AND FOR THE PERIOD FROM OCTOBER 1, 2002 (INCEPTION) TO MARCH 31, 2006
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                   For the period
                                                                   For the Three Months Ended   from October 1, 2002
                                                                           March 31,               (inception) to
                                                                     2006             2005         March 31, 2006
                                                                 -----------       -----------  --------------------
<S>                                                              <C>               <C>               <C>
Cash flows from operating activities:
     Net loss                                                    $  (145,838)      $   (32,997)      $  (484,352)
     Depreciation                                                        166                --               166
                                                                 -----------       -----------       -----------
     Adjustments to reconcile net loss to net
       cash used in operating activities:
          Issuance of common stock in exchange
           for services                                                   --                --            58,800
          Services provided as addition to equity                         --             7,200            77,800

     Increase in current assets:
          Prepaid expenses                                           (18,445)           (4,750)          (18,445)

     Increase (decrease) in liabilities:
          Accounts payable and accrued expenses                       10,920            19,954            36,184
          Other payables                                              48,094                --            48,094
          Deposit from customer                                           --             5,000                --
          Due to related parties                                     (30,886)            1,395            43,595
                                                                 -----------       -----------       -----------

             Total adjustments                                         9,683            28,799           246,028
                                                                 -----------       -----------       -----------

             Net cash used in operating activities                  (135,989)           (4,198)         (238,158)
                                                                 -----------       -----------       -----------

Cash flows from investing activities:
     Purchase of fixed assets                                        (11,631)               --           (11,631)
                                                                 -----------       -----------       -----------
             Net cash used in operating activities                   (11,631)               --           (11,631)
                                                                 -----------       -----------       -----------

Cash flows from financing activities:
     Proceeds from issuance of debt                                       --            12,000            83,600
     Payment of debt                                                 (16,000)               --           (16,000)
     Issuance of common stock and warrants                           250,000                --           275,570
                                                                 -----------       -----------       -----------

             Net cash provided by financing
              activities                                             234,000            12,000           343,170
                                                                 -----------       -----------       -----------

Net increase in cash and
 cash equivalents                                                     86,380             7,802            93,381

Cash and cash equivalents, beginning                                   7,001               411                --
                                                                 -----------       -----------       -----------

Cash and cash equivalents, ending                                $    93,381       $     8,213       $    93,381
                                                                 ===========       ===========       ===========


Supplemental disclosure of cash flow information:
     Interest paid                                               $     3,700       $        --       $        --
                                                                 ===========       ===========       ===========
     Income taxes paid                                           $        --       $        --       $        --
                                                                 ===========       ===========       ===========
</TABLE>

Supplemental disclosure of non-cash financing activity:

A former officer of the Company  provided office space to the Company for $1,400
per month, on a month-to-month  basis, and received a salary of $1,000 per month
for services performed as the Company's President. These fees were recorded as a
contribution  to capital  before June 30, 2005 and as due to related party after
June 30, 2005.  For the three month periods  ended March 31, 2006 and 2005,  and
the period  from  October 1, 2002  (inception)  to March 31,  2006,  the Company
recognized office expense of $Nil, $4,200, and $50,400, respectively.

In October 2002, the Company issued 2,833,336 shares (after 5000 for 1 split and
45 for 1  reverse  split)  of its  common  stock in  exchange  for  services  to
incorporate the Company,  totaling $2,550. The Founder Shares were valued at the
then par value of the Company's common stock,  which represented its fair market
value on the date of issuance.

In October 2002,  41,666,698 shares (after 5000 for 1 split and 45 for 1 reverse
split) of common stock were issued in exchange for services rendered totaling of
$56,250,  which was the fair market value of the  Company's  common stock on the
date of issuance.

In March 2006, the Company issued 1,000,000 shares of common stock as an advance
payment for the acquisition of distribution  rights for convergent  device.  The
1,000,000  common stock was valued at $138,000 which was the market value of the
Company's stock on the date of issuance.

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

<PAGE>

                          CHINA MEDIA GROUP CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 ORGANIZATIONS AND DESCRIPTION OF BUSINESS

China Media Group Corporation, (formerly International Debt Exchange Associates,
Inc.) (the "Company") is a Texas  corporation,  incorporated on October 1, 2002.
The Company is currently a development stage enterprise.

On September 19, 2005,  the Company filed a certificate of amendment of articles
of incorporation to change its name to China Media Group Corporation.

The Company is a "Next  Generation"  advertising/media  company  focusing on the
Chinese market. As of March 31, 2006, the Company has had no revenue.

In February 2006, the Company  established Ren Ren Media Group Limited, a wholly
owned subsidiary in Hong Kong and commenced operations in advertising/media.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS

Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of the
Company  and its wholly  owned  subsidiary,  Ren Ren Media  Group  Limited.  All
material inter-company accounts have been eliminated in consolidation.

Use of estimates

The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of contingent  assets and liabilities at the date of the consolidated
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Statement of financial accounting standard No. 107, Disclosures about fair value
of financial  instruments,  requires that the Company  disclose  estimated  fair
values of financial instruments.  Unless otherwise indicated, the fair values of
all reported assets and liabilities, which represent financial instruments, none
of which are held for trading purposes,  approximate are carrying values of such
amounts.

Cash and Cash Equivalents

The Company considers all liquid  investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

Property and Equipment

Property  and  equipment  is  stated  at cost.  Depreciation  for  property  and
equipment is computed using the  straight-line  method over an estimated  useful
life of three years for  computer  equipment  and five years for  non-electronic
property.

Intangible Assets

The Company evaluates  intangible  assets for impairment,  at least on an annual
basis and whenever events or changes in circumstances indicate that the carrying
value  may  not  be   recoverable   from  its   estimated   future  cash  flows.
Recoverability  of intangible  assets,  other long-lived assets and, goodwill is
measured by comparing their net book value to the related projected undiscounted
cash flows from these  assets,  considering a number of factors  including  past
operating  results,  budgets,  economic  projections,  market trends and product
development  cycles.  If the net book  value of the asset  exceeds  the  related
undiscounted cash flows, the asset is considered impaired,  and a second test is
performed to measure the amount of impairment loss.

<PAGE>

Accounts payable and accrued expenses

Accounts  payable and accrued  expenses  consist of the  following  at March 31,
2006:

Accrued interest             $10,079
Accrued accounting             6,500
Accrued salaries              19,004
Accrued other                  6,150
                             -------
Total                        $41,733
                             =======

Income taxes

The Company  accounts  for income taxes under SFAS 109,  "Accounting  for Income
Taxes."  Under the asset and liability  method of SFAS 109,  deferred tax assets
and liabilities are recognized for the future tax  consequences  attributable to
differences between the financial statements carrying amounts of existing assets
and  liabilities  and their  respective  tax  bases.  Deferred  tax  assets  and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered  or settled.  Under SFAS 109,  the effect on  deferred  tax assets and
liabilities  of a change in tax rates is  recognized in income in the period the
enactment  occurs.  A valuation  allowance is provided for certain  deferred tax
assets if it is more  likely  than not that the  Company  will not  realize  tax
assets through future operations.

Stock-based compensation

SFAS No. 123 prescribes  accounting and reporting  standards for all stock-based
compensation plans, including employee stock options, restricted stock, employee
stock  purchase  plans and stock  appreciation  rights.  SFAS No.  123  requires
compensation  expense to be recorded (i) using the new fair value method or (ii)
using the existing  accounting rules  prescribed by Accounting  Principles Board
Opinion No. 25,  "Accounting for stock issued to employees" (APB 25) and related
interpretations  with  proforma  disclosure  of what net income and earnings per
share would have been had the Company  adopted  the new fair value  method.  The
Company  has chosen to account for  stock-based  compensation  using  Accounting
Principles Board Opinion No. 25,  "Accounting for Stock Issued to Employees" and
has  adopted  the  disclosure   only   provisions  of  SFAS  123.   Accordingly,
compensation  cost for stock  options is measured as the excess,  if any, of the
quoted  market  price of the  Company's  stock at the date of the grant over the
amount an employee is required to pay for the stock.

The Company accounts for stock-based  compensation  issued to non-employees  and
consultants  in  accordance  with the  provisions  of SFAS 123 and the  Emerging
Issues Task Force consensus in Issue No. 96-18 ("EITF  96-18"),  "Accounting for
Equity  Instruments  that are Issued to Other Than Employees for Acquiring or in
Conjunction with Selling,  Goods or Services".  Valuation of shares for services
is based on the estimated fair market value of the services performed.

Issuance of shares for service

The Company accounts for the issuance of equity instruments to acquire goods and
services  based on the fair value of the goods and services or the fair value of
the  equity  instrument  at the time of  issuance,  whichever  is more  reliably
measurable.

Revenue Recognition

The  Company  recognizes  its  revenue in  accordance  with the  Securities  and
Exchange  Commissions  ("SEC")  Staff  Accounting  Bulletin  No.  104,  "Revenue
Recognition in Financial  Statements"  ("SAB 104").  Revenue is recognized  upon
shipment,  provided that evidence of an  arrangement  exists,  title and risk of
loss have passed to the customer,  fees are fixed or determinable and collection
of the related  receivable  is  reasonably  assured.  Revenue is recorded net of
estimated  product  returns,  which is based upon the Company's  return  policy,
sales  agreements,  management  estimates of potential  future  product  returns
related to current period revenue,  current economic trends, changes in customer
composition and historical experience.

<PAGE>

Foreign Currency Translation

The accounts of the Company's Hong Kong subsidiary are  maintained,  in the Hong
Kong dollars (HK). Such financial  statements are translated  into U.S.  Dollars
(USD) in accordance with Statement of Financial  Accounts Standards ("SFAS") No.
52,  "Foreign  Currency  Translation,"  with the HK as the functional  currency.
According to the Statement,  all assets and  liabilities  were translated at the
exchange rate on the balance sheet date,  stockholder's equity are translated at
the  historical  rates and statement of operations  items are  translated at the
weighted  average  exchange  rate  for  the  year.  The  resulting   translation
adjustments  are reported under other  comprehensive  income in accordance  with
SFAS No. 130, "Reporting Comprehensive Income". As of March 31, 2006 and for the
three months ended March 31, 2006 and 2005 and since inception, such differences
were immaterial.

Recent Pronouncements

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections."  This  statement  applies to all  voluntary  changes in accounting
principle and requires  retrospective  application to prior  period's  financial
statements   of  changes  in   accounting   principle,   unless  this  would  be
impracticable.  This statement also makes a distinction  between  "retrospective
application"  of an  accounting  principle  and the  "restatement"  of financial
statements to reflect the  correction of an error.  This  statement is effective
for accounting  changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The Company believes that the adoption of this standard
will have no material impact on its consolidated financial statements.

In February  2006,  FASB issued SFAS No.  155,  "Accounting  for Certain  Hybrid
Financial  Instruments".  SFAS  No.  155  amends  SFAS No 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities",  and SFAS No. 140, "Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
Liabilities".  SFAS No. 155,  permits  fair value  remeasurement  for any hybrid
financial  instrument that contains an embedded  derivative that otherwise would
require  bifurcation,  clarifies which  interest-only  strips and principal-only
strips are not  subject  to the  requirements  of SFAS No.  133,  establishes  a
requirement  to evaluate  interest in securitized  financial  assets to identify
interests  that  are  freestanding  derivatives  or that  are  hybrid  financial
instruments that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives,  and  amends  SFAS No.  140 to  eliminate  the  prohibition  on the
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial  interest other than another derivative  financial
instrument.  This statement is effective for all financial  instruments acquired
or issued  after the  beginning of the  Company's  first fiscal year that begins
after September 15, 2006. SFAS No. 155 is not expected to have a material effect
on the consolidated financial position or results of operations of the Company.

In March 2006 FASB  issued  SFAS 156  `Accounting  for  Servicing  of  Financial
Assets' this Statement  amends FASB Statement No. 140,  Accounting for Transfers
and  Servicing of Financial  Assets and  Extinguishments  of  Liabilities,  with
respect  to the  accounting  for  separately  recognized  servicing  assets  and
servicing liabilities. This Statement:

      1.    Requires  an entity to  recognize  a  servicing  asset or  servicing
            liability  each  time it  undertakes  an  obligation  to  service  a
            financial asset by entering into a servicing contract.

      2.    Requires all separately  recognized  servicing  assets and servicing
            liabilities to be initially measured at fair value, if practicable.

      3.    Permits an entity to choose  `Amortization  method'  or `Fair  value
            measurement   method'  for  each  class  of  separately   recognized
            servicing assets and servicing liabilities.

      4.    At its  initial  adoption,  permits a one-time  reclassification  of
            available-for-sale securities to trading securities by entities with
            recognized  servicing  rights,  without  calling  into  question the
            treatment of other  available-for-sale  securities  under  Statement
            115, provided that the available-for-sale  securities are identified
            in some manner as  offsetting  the  entity's  exposure to changes in
            fair  value of  servicing  assets or  servicing  liabilities  that a
            servicer elects to subsequently measure at fair value.

      5.    Requires  separate  presentation  of servicing  assets and servicing
            liabilities  subsequently measured at fair value in the statement of
            financial  position and  additional  disclosures  for all separately
            recognized servicing assets and servicing liabilities.

This  Statement is effective as of the beginning of the  Company's  first fiscal
year that  begins  after  September  15,  2006.  Management  believes  that this
statement  will not have a  significant  impact  on the  consolidated  financial
statements.

Reclassifications

Certain  comparative  amounts have been reclassified to conform with the current
year's presentation.

<PAGE>

NOTE 3 UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's consolidated financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.  As of March 31, 2006,  the Company has not  generated any revenue and
has incurred an accumulated  deficit totaling $484,352 at March 31, 2006 and its
current liabilities exceed its current assets by $64,847.

In view of the matters described above, recoverability of a major portion of the
recorded  asset amounts shown in the  accompanying  balance  sheets is dependent
upon  continued  operations of the Company,  which in turn is dependent upon the
Company's ability to raise additional  capital,  obtain financing and to succeed
in its future operations.  The consolidated  financial statements do not include
any adjustments  relating to the  recoverability  and classification of recorded
asset  amounts  or  amounts  and  classification  of  liabilities  that might be
necessary should the Company be unable to continue as a going concern.

Management  has taken the following  steps to revise its operating and financial
requirements,  which it believes are  sufficient to provide the Company with the
ability  to  continue  as a going  concern.  The  Company is  actively  pursuing
additional funding and potential merger or acquisition  candidates and strategic
partners, which would enhance stockholders' investment. Management believes that
the above actions will allow the Company to continue operations through the next
fiscal year.  However there can be no assurances that sufficient  financing will
be available on terms acceptable to the Company or at all.

NOTE 4 STOCKHOLDERS' EQUITY

On  February  2, 2005,  the  Company  announced  5,000 for 1 stock  split of the
Company's  issued and  outstanding  common  stock  which  effectuated  through a
dividend of common stock outstanding as of record date.

In February 2005, the Company also changed the common stock from a par value per
share of $.001 to no par value.  Accordingly the paid in capital account and the
additional  paid in  value  account  was  reclassified  into  one  paid in value
account.

On September 14, 2005,  the Company  announced a 45 for 1 reverse stock split of
the Company's issued common stock.

In January 2006, the Company issued  1,000,000  shares of common stock valued at
$138,000 as an advance payment for the  acquisition of  distribution  rights for
convergent  device.  The shares were  valued at the market  price on the date of
issuance.

In February  2006, the Company sold 833,333 shares of common stock and 1,666,666
warrants for  $250,000.  The Company  recorded the fair value of the warrants as
additional  paid in capital.  The fair value of these  warrants was estimated at
grant  date  using a  Black-Scholes  option  pricing  model  with the  following
weighted average assumptions:  risk free interest rate of 4.30%;  dividend yield
of 0%; expected weighted average option life of 1 year; and volatility of 130%.

All fractional  shares are rounded up and the authorized shares remain the same.
The consolidated  financial statements have been retroactively  restated for the
effects of the above stock splits.

NOTE 5 DUE TO DIRECTORS

The due to  directors  are  interests  free,  unsecured  and due on demand.  The
balance of due to directors is $38,046 as of March 31, 2006.

NOTE 6 RELATED COMPANY TRANSACTIONS

During the three  month  period  ended  March 31,  2005,  the  Company  recorded
interest of $1,385 on a note payable due to the former  officers of the Company.
During the three month  period ended  December  31, 2005,  the note payable were
transfer  to third  parties.  The  interest  payable is  included in the accrued
expense in the accompanying consolidated financial statements.

During  three  month  period  ended  March 31,  2005,  an officer of the Company
provided  office  space to the  Company at $1,400 per month on a  month-to-month
basis,  totaling  $4,200,  of which,  $4,200 was  recorded  as  contribution  to
capital. There were no such transaction with related parties for the three month
period ended March 31, 2006.

The Company  agreed to pay  directors a monthly  salary for services  performed.
During the three month periods  ended March 31, 2006 and 2005,  the Company paid
the directors a total remuneration of $54,000 and $3,000, respectively, of which
$nil and $3,000, respectively, was recorded as contribution to capital.

<PAGE>

NOTE 7 STOCK PURCHASE AGREEMENTS

On October 12 2005,  the Company  entered into two  non-binding  Stock  Purchase
Agreements with Central High Limited ("Central High")

      1)    for the  entire  issued  share  capital  of Good  World  Investments
            Limited for 50 million new common stock of the  Company,  subject to
            satisfactory  completion  of legal,  financial and  operational  due
            diligence.  Good World  Investments  Limited  holds 50% interests in
            Beijing Ren Ren Health Culture Promotion Limited;

      2)    for  50,000,000   shares  in  Cody  Ventures   Corporation   ("CVC")
            representing  about  52.1% of the  issued  share  capital  in CVC in
            exchange for 30 million new common stock of the Company,  subject to
            satisfactory  completion  of legal,  financial and  operational  due
            diligence.  CVC is quoted  on the US Pink  Sheets  Market  under the
            symbol CDYV.

Both directors,  Messrs Con Unerkov and Alex Ho own 25% each in the issued share
capital of Central High. The stock purchase  transactions have not been complete
as of March 31, 2006.

NOTE 8 COMMITMENTS AND CONTINGENCIES

The Company has  employment  agreements  with the  Chairman  and  Director  (the
"Executives")  for two years  commencing  on October 1, 2005 and the  agreements
shall continue  thereafter unless  terminated by either parties.  The Executives
will  receive a monthly  salary  at a rate to be agreed by the  Company  and the
Executives from time to time. In addition, the Executives will receive an annual
management  bonus to be  determined  by the  majority  of the Board based on the
operating results of the Company and the Executives' performances, provided that
it does not exceed 8.8 % of the net profit of the Company

On or about February 6, 2006,  the Company  received a  correspondence  from the
Florida   Attorney   General's   office   regarding  some   complaints  on  some
transmissions of unsolicited  facsimile allegedly from the Company,  and advised
of potential civil penalties. The Company's legal council contacted the Attorney
General  office to state  that the  Company  has never  sent or  authorized  any
unsolicited  facsimile  transmission,  and  that the  Company  has  taken  every
possible  effort to distance  from these  unauthorized  transmissions  including
adding a "pop up" window on its website.  The Company has offered its assistance
in any investigation to the Attorney General office. The Attorney General office
has not  imposed  any  penalties  on the  Company  to date.  The  Company  would
vigorously defend any such civic action if pursued.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

THIS  FOLLOWING  INFORMATION  SPECIFIES  CERTAIN  FORWARD-LOOKING  STATEMENTS OF
MANAGEMENT  OF THE  COMPANY.  FORWARD-LOOKING  STATEMENTS  ARE  STATEMENTS  THAT
ESTIMATE THE HAPPENING OF FUTURE  EVENTS AND ARE NOT BASED ON  HISTORICAL  FACT.
FORWARD-LOOKING  STATEMENTS  MAY BE  IDENTIFIED  BY THE  USE OF  FORWARD-LOOKING
TERMINOLOGY,   SUCH  AS   "MAY",   "SHALL",   "COULD",   "EXPECT",   "ESTIMATE",
"ANTICIPATE",   "PREDICT",  "PROBABLE",  "POSSIBLE",  "SHOULD",  "CONTINUE",  OR
SIMILAR  TERMS,  VARIATIONS  OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS.  THE
FORWARD-LOOKING  STATEMENTS  SPECIFIED IN THE  FOLLOWING  INFORMATION  HAVE BEEN
COMPILED BY OUR  MANAGEMENT ON THE BASIS OF  ASSUMPTIONS  MADE BY MANAGEMENT AND
CONSIDERED  BY  MANAGEMENT  TO BE  REASONABLE.  OUR  FUTURE  OPERATING  RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION,  GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THE FOLLOWING  INFORMATION  REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC,  LEGISLATIVE,  INDUSTRY,  AND
OTHER CIRCUMSTANCES.  AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG  REASONABLE  ALTERNATIVES  REQUIRE THE  EXERCISE OF  JUDGMENT.  TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY  SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE  ACHIEVABILITY OF THOSE  FORWARD-LOOKING  STATEMENTS.  WE CANNOT GUARANTY
THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED
IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION TO UPDATE
ANY SUCH FORWARD-LOOKING STATEMENTS.

<PAGE>

CRITICAL ACCOUNTING POLICY AND ESTIMATES.

Our Management's Discussion and Analysis of Consolidated Financial Condition and
Results of Operations section discusses our consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America.  The preparation of these consolidated
financial  statements requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
consolidated  financial  statements  and the  reported  amounts of revenues  and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and  judgments,  including  those related to revenue  recognition,
accrued  expenses,  financing  operations,  and  contingencies  and  litigation.
Management  bases its estimates and  judgments on historical  experience  and on
various   other   factors  that  are  believed  to  be   reasonable   under  the
circumstances,  the results of which form the basis for making  judgments  about
the carrying value of assets and liabilities  that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our consolidated financial statements include estimates as to
the appropriate  carrying value of certain assets and liabilities  which are not
readily apparent from other sources.  These accounting policies are described at
relevant  sections  in this  discussion  and  analysis  and in the  notes to the
consolidated  financial  statements  included  in our  Quarterly  Report on Form
10-QSB for the period ended March 31, 2006.

OVERVIEW

The  Company  was  incorporated  in Texas on October 1, 2002 and was  originally
formed  to be a  frozen  drink  machine  rental  service.  It  was  intended  to
specialize  in renting  frozen  drink  machines for  gatherings  such as wedding
receptions, birthday parties, football parties, anniversaries,  family reunions,
weekend  barbeques,  social  functions and fund raising  events,  as well as any
other type of occasion. From the beginning, this business was at the first stage
of  development  and the  primary  focus was on  continuing  to  developing  and
revising our business strategies.

In 2005, the Company changed its name to International Debt Exchange  Associates
Inc. reflecting the Company's intent to become a diverse company through mergers
and  acquisitions  and still  maintained the current  business as a frozen drink
machine rental service.

In September  2005,  the Company  changed its board of directors  whom has since
changed  the  Company  name to China  Media  Group  Corporation  to reflect  the
Company's  intent  to focus  all its  efforts  in  advertising  and media in the
emerging China market.  Under new management,  the Company commenced to position
the Company to capitalize on the growth of the Chinese  advertising market where
global companies are rushing into China to try to grab and hold the attention of
its 1.3 billion citizens. It is estimated that advertising  expenditure in China
will surpass those in Japan by 2010, making China the second largest advertising
market in the world after the USA.

Our mission is to become one of China's leading new age media companies  through
the use of new technologies  and devices combined with traditional  media of TV,
Newspapers,  Magazines, Billboards and Internet to reach today's mobile society.
In order to facilitate this the Company  established 4 strategic  business units
being "Television",  "Advertising"  "Print" and  "Telecommunications  and Mobile
Computing".

No acquisitions  have been completed as of this report,  but a number of letters
of intent and non-binding  acquisition  agreements have been made by the Company
as announced in the period. In summary,  the update of some of the events are as
follows:

Non-binding Acquisition Agreements

Strategically  we have  signed a non  binding  Sale and  Purchase  Agreement  to
acquire the entire issued share capital of Good World Investments  Limited which
owns 50% of Beijing Ren Ren Health Culture Promotion  Limited.  The Company will
commence the audit of Beijing Ren Ren and is working out certain arrangements on
the audit.  We anticipate to finalize the  negotiations  for the acquisition for
Good World before September 30, 2006.

<PAGE>

We also have a non-binding Sales and Purchase Agreement to acquire a controlling
interests in Cody Ventures Corporation.  The Company had on-going discussions on
the business of Cody with its  business  owners and expected to entered into the
due diligence after completion of the initial discussions.  However, the Company
has  determined  not to complete the proposed  transaction  and  terminated  the
Agreement.

As  announced  on or about  February 2, 2006 the Company  entered  into an Stock
Purchase  Agreement to acquire the controlling  interests in DongGuan  Zhishixin
Advertising  Limited.  The Company is still  conducting its due diligence at the
date of this report.

Advertising Unit

On or about December 5, 2005, the Company announced that it has been appointed
as the advertising agent for Beijing Ren Ren Health Culture Promotion Co.
Limited. As further announced later, Beijing Ren Ren had obtained approval for
over 600 sign ad placements of which about 90 location placements have been
approved in Chao Yuan District in Beijing. Beijing Ren Ren has initially
provided about 12 ad placements in the Chao Yuan District for the Company to
sell advertising in June 2006. No advertising revenue has been generated from
these signs.

Furthermore on or about December 7, 2005 the Company  entered into a cooperation
agreement with Harbin Shendong  Advertising Co. Limited on developing  adverting
revenue in Harbin,  which then progress to discussions on acquisition of 9 signs
from Harbin  Shengdong.  The Company is having on going  discussion  with Harbin
Shendong on the  acquisition of the 9 signs.  No revenue has been generated from
these signs.

On or about  December 9, 2005 the Company  entered into a cooperation  agreement
with  DreamWorks  Movie  & TV  Culture  Media  Co.  Limited  on  developing  the
advertising  market for  Changsha.  We are  working  with  DreamWorks  to secure
customers to  advertise  in Changsha,  but at the date of this report no revenue
has been generated.

On or about December 12, 2005 the Company  entered into a cooperation  agreement
with Dalian Goal Media Limited to allow us to tap into existing target market of
Dalian.  We are working with Dalian Goal Media to secure  customers to advertise
in their  print  magazine,  but at the date of this  report no revenue  has been
generated.

On or about  February 6, 2006 the Company  entered into a cooperation  agreement
with Nanjing Jingcai  Advertising Co. Limited to develop  advertising and health
awareness  advertising in Nanjing. No further update from the last report to the
date of this  report  and,  at the  date of this  report  no  revenue  has  been
generated.

On or about April 27, 2006 the Company announced being appointed as the overseas
advertising agent for the 2006 Zhuhai Airshow. We are selling the advertising ad
space for the  upcoming  airshow to be held from  October 31 to November 5 2006,
but at the date of this report no revenue has been generated.

Telecommunications Unit

On or about January 23, 2006,  the Company  announced the  establishment  of the
Telecommunications  and  Mobile  Computing  Division  to focus on the new  media
advertising  where  we  would  take  advantage  of new  convergent  devices  for
telecommunications  advertising.  The Company has  appointed Mr. Paul Scanlan to
head this unit. The business of selling advertising  through  telecommunications
media and devices is still at an early stage as we are developing  strategies to
effectively  enter the market.  No revenue has been generated  from  advertising
through telecommunications media and devices at the date of this report.

As  announced  on  or  about  January  25,  2006  the  Company  entered  into  a
distribution  agreement  for the  territory  of  China  and  Hong  Kong  for the
M.A.G.I.C.  Convergent Device. The Company has acquired the rights to M.A.G.I.C.
convergent  device which is expected to be  commercially  available for sales in
the coming months.  M.A.G.I.C.  is a next generation  convergent device that has
the full  capabilities  of a notebook  computer shrink to a size of a PDA phone.
The Company  received  the  prototype  unit in May 2006 and is still  conducting
compliance,  functional,  stability,  load and  usability  testing on the device
prior to testing by our resellers and  partners.  No revenue has been  generated
from this M.A.G.I.C. convergent device at the date of this report.

The Company  also  announced  on or about  January 17, 2006 that it has signed a
Letter of Intent  with  DreamWorks  Movie & TV Culture  Media Co. Ltd to jointly
develop  mobile TV network in Hunan  Province  and  advertising  on such  mobile
network.  No further update since the last report. No revenue has been generated
from this cooperation.

<PAGE>

Hospital Advertising Unit

On or about  December 13, 2005 the Company  announced that it will undertake the
advertising  works  inside/outside of the Changsha Central Hospital to introduce
domestic and international  healthcare  companies to advertise at the hospitals.
Also on or about  February  27,  2006  the  Company  announced  that it has been
appointed to  undertake  the  advertising  placement  work for Beijing  Number 6
Hospital.  Our staff continues to work to secure advertising  customers for both
these hospitals. No revenue has been generated from the placement from these two
hospitals at the date of this report.

It is the  Company's  intention  to  increase  the  Company's  size and  earning
potential through internal growth, joint venture,  acquisitions and mergers with
similar  businesses  to  gain a  greater  foothold  in the  marketplace.  We are
continuing to search for possible  acquisition  and\or  merger  candidates to be
identified and this will be competitors,  business  associates and other similar
businesses that would help strengthen the Company.

PLAN OF OPERATIONS

OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS.

We hope to  generate  revenues  in the  next six  months  by  engaging  business
operations  through  internal  growth and  through  strategic  acquisitions  and
cooperative  advertising  agreements,  as described more fully under  "Overview"
above.

We have cash and cash  equivalents  of $93,381 as of March 31, 2006; an increase
from the previous year end. In the opinion of  management,  these funds will not
satisfy  our working  capital  requirements  to operate at our current  level of
activity for the next twelve months. To effectuate our business plan,  including
completing  the  acquisitions  above,  during the next  twelve  months,  we must
arrange  for  adequate   funding  to  implement  our  plans  of  increasing  our
advertising offerings and promote our advertising services,  through cooperation
agreements and otherwise.

Subsequent  to the year end,  the  Company  entered  into an  agreement  to sell
$250,000 common stock in February 2006 and another $1 million of common stock in
4  equal  tranches  over  the  next 8  months  thereafter,  subject  to  certain
conditions.  On and around May 5, 2006, the Company  announced that the Investor
has not invested into the second  tranche of USD250,000 as provided in the Stock
Purchase  Agreement  due to the  decrease  in the share  price.  The Company has
entered  into  negotiations  with the  Investor to adjust the terms in the Stock
Purchase  Agreement  on the  remaining 4 tranches to reflect the current  market
conditions and environment.  The discussion with the Investor is still on going.
Management  intends to continue to raise additional  financing  through debt and
equity  financing or other means and interests that it deems  necessary,  with a
view to implement our business plan and build a revenue base. We plan to use the
proceeds of such  financings to provide  working  capital to our  operations and
increase our capital expenditure for marketing and working with our co-operative
partners. There can be no assurances that sufficient financing will be available
on terms  acceptable  to us or at all.  Our  forecast  for the  period for which
financial  resources will be needed to support our operations involves risks and
uncertainties and actual results could fail as a result of a number of factors.

Specifically,  we hope to  accomplish  the steps listed  below to implement  our
business  plan.  We estimate  that we will require  approximately  $2,000,000 to
commence  operations  as  envisioned  below during the next twelve  months.  The
figures and steps outlined below are estimates only, and our actual progress and
cost may vary from  these  estimates  and is  subject  to our  ability to obtain
adequate  funding.  Such  additional  capital  may be raised  through  public or
private equity financing,  borrowings,  or other sources,  such as contributions
from our officers and directors.  If we are unable to obtain funds  necessary to
implement our business plan, we may revise or scale back our business plan.

Over the  course of the next two years,  we propose to build up our  advertising
presences  to over 5  regional  offices  in China.  We have  opened an office in
Zhuhai and we expect to open 2 more  offices  within  the next few months  after
finding suitable locations.  Over the next two years, we also propose to acquire
strategic  partners that have  existing  operations in cities or regions to grow
our business by acquisition  and through  cooperation  agreements and otherwise,
subject to available funding. Additional support staff may be hired as necessity
and resources dictate within the next twelve months.

We are not currently conducting any research and development  activities,  other
than the continual development of our website in both English and Chinese. We do
not anticipate  conducting such activities in the near future. In the event that
we expand our business scope,  then we may need to hire additional  employees or
independent contractors as well as purchase or lease additional equipment.

<PAGE>

RESULTS OF OPERATIONS.

FOR THE THREE MONTH  PERIODS  ENDED  MARCH 31, 2006  COMPARED TO THE THREE MONTH
PERIODS ENDED MARCH 31, 2005.

REVENUES.

We have not realized any revenues for the period from October 1, 2002,  our date
of  formation,  through  the period  ended March 31,  2006.  We hope to generate
revenues   when  we  begin  to  receive   contracts   from  clients  or  through
acquisitions. Depending upon the availability of operating capital, we intend to
begin operations within 6 months.  Our officers and directors have not committed
to make any capital  contributions  to our  operations  other than what has been
announced as to our intended acquisitions and co-operations.

OPERATING EXPENSES.

For the three month period ended March 31, 2006,  our total  operating  expenses
were $143,578, all of which were selling,  general and administrative  expenses.
We also had  $2,260  in  interest  expenses,  so that our net loss for the three
month period ended March 31, 2006 was  $145,838.  This is in  comparison  to the
same period ended March 31, 2005,  where we had $31,602 in selling,  general and
administrative expenses and $1,395 in interest expenses, making our net loss for
that period $32,997.

For the period from our inception on October 1, 2002 through March 31, 2006, our
total operating expenses were $468,207,  all of which were selling,  general and
administrative  expenses.  We also had $ 16,145 in interest expense, so that our
net loss for the period from inception to March 31, 2006 was $484,352.

We anticipate  that our  operating  expenses will continue to increase in future
periods as we undertake to implement our business plan.

LIQUIDITY AND CAPITAL RESOURCES

As at March 31, 2006, the Company had cash and cash equivalents totaling $93,381
and other  current  assets of  $18,445.  The total  assets of the  Company  were
$261,291  as of March 31,  2006.  We believe  that our  available  cash and cash
equivalents are not sufficient to pay our day-to-day expenditures.  However, our
officers and directors have committed to pay our day-to-day  expenses so that we
are able to continue  operations until we are able to obtain additional  funding
through other sources at levels to implement our business  plan. As of March 31,
2006, we had current  liabilities of $176,673 which were  represented by $41,733
in  accruals,  $48,800  in short  term debt to  stockholders,  $48,094  in other
payables,  and $38,046 due to related  parties.  We expect to continue to have a
working capital  deficit  (current  assets minus current  liabilities)  while we
continue  devoting all of our efforts and resources to establishing our business
through implementation of our business plan.

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

Evaluation  of  disclosure  controls and  procedures.  We maintain  controls and
procedures  designed to ensure that information  required to be disclosed in the
reports  that we file or submit  under the  Securities  Exchange  Act of 1934 is
recorded,  processed,  summarized and reported within the time periods specified
in the rules and forms of the  Securities  and Exchange  Commission.  Based upon
their evaluation of those controls and procedures performed as of March 31, 2006
and June 30,  2006,  our chief  executive  officer and the  principal  financial
officer concluded that our disclosure controls and procedures were adequate. And
effective.

Internal control over financial reporting. Until the first fiscal year ending on
or after July 15,  2007,  the Company is not required to provide a report on our
internal control over financial reporting or to provide an attestation report of
our  accountant  on  our  assessment  of our  internal  control  over  financial
reporting.  However, no changes in our internal control over financial reporting
occurred  during the fiscal  quarter  ended March 31, 2006 that have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. CHANGES IN SECURITIES.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS..

      3.1   Articles of Incorporation*

      3.2   Bylaws*

      31    Rule 15d-14(b)  Certifications  of Chief Executive Officer and Chief
            Financial Officer of the Company

      32    Section  906  Certification  by Chief  Executive  Officer  and Chief
            Financial Officer

*  Incorporated  by reference to the same  exhibit  numbers in the  registration
statement on Form SB-2 filed on September 26, 2002.

<PAGE>

                                   SIGNATURES

      In accordance  with the  requirements  of the  Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                           China Media Group Corporation


July 18, 2006              By: /s/ Con Unerkov
                               --------------------------
                           Con Unerkov
                           President, CEO, CFO, Director