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 1934For
    the quarterly period ended June 30, 2016[   ]
    TRANSITION
    REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor
    the transition period from [          ] to [          ]  -------------------------------------------------------------------- Commission
File Number: 000-50431  MEDIAN GROUP INC.  MEDIAN
GROUP INC. --------------------------------------------------------------------- (Exact
name of small business issuer as specified in its charter)  Texas
    7310
    32-0034926-----------------------
    ------------------------
    ----------------------(State or other jurisdiction
    of incorporation or organization)
    (Primary Standard
    Industrial Classification Code Number)
    (I.R.S. Employer
    Identification No.)  Lot
                           17-01, Level 17, Tower 2, Bank Rakyat Twin Tower, No.33 Jalan Rakyat
        50470,
        Kuala Lumpur, Malaysia
    --------------------------------------------------------------------------
    ----------------(Address of Company's
    principal executive offices)
    (Zip Code)  Tel:
+603 2716 4195    Fax: +603 2716 4194 ------------------------------------------------- (Company's
Telephone Number, Including Area Code)  (Former
Name, Former Address and Former Fiscal Year if Changed Since Last Report) Indicate
    by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
    Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports),
    and (2) has been subject to such filing requirements for the past 90 days. Yes
[ x ]     No [    ] Indicate
    by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
    Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
    the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
[ x ] No [ ] Indicate
    by check whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
    company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting
    company" in Rule 12b-2 of the Exchange Act. (check one) Large
Accelerated Filer [  ]  Accelerated Filer[  ]   Non-Accelerated Filer [ ]   Smaller Reporting
Company  [ x ]  SEC 1296 (03-10)
    Potential persons who
    are to respond to the collection of information contained in this form are not required to respond unless the form displays
    a currently valid OMB control number.  Indicate
    by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
[   ]     No[ x ] The
    number of common equity shares outstanding as of July 15, 2016 was 11,307,232,960 shares of Common Stock, no par value.     FORWARD-LOOKING STATEMENTSThis quarterly report
    contains forward-looking statements as that term is defined in thePrivate Securities Litigation Reform Act of 1995.
    These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking
    statements by terminology such as "may", "will", "should", "expects", "plans",
    "anticipates", "believes", "estimates", "predicts", "potential" or "continue"
    or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and
    unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors” that
    may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different
    from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.Although we believe
    that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
    of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United
    States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.Our financial statements
    are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
    In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States Dollars.As used in this
    quarterly report, the terms "we", "us", "our", "MGI", and "the Company"
    mean Median Group Inc. and its subsidiaries unless otherwise indicated.   -
1 -    PART
    I  Item 1.
    Condensed Consolidated
    Financial Statements     Median
Group Inc. Condensed
Consolidated Financial Statements (Unaudited) (Expressed
In United States Dollars)   Condensed
Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015 (Audited)  Condensed
Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015  Condensed
Consolidated Statements of Comprehensive Loss for the three months and six months ended June 30, 2016 and 2015  Condensed
Consolidated Statement of Stockholders’ Equity for the six months ended 30 June 2016  Condensed
Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015  Notes
to Condensed Consolidated Financial Statements    F-1    MEDIAN
        GROUP INC
        CONDENSED
        CONSOLIDATED BALANCE SHEETSAS
    OF JUNE 30, 2016 AND DECEMBER 31, 2015  June
                           30
        2016
    
    December
                           31
        2015Notes
    
    (Unaudited)
    
    (Audited)US$
    
    US$ASSETSCurrent assets:Cash and cash equivalents
    
    
    4,878
    
    77,164Accounts receivables
    
    
    -
    
    6,970Prepayments and deposits
    
    
    95,715
    
    102,025Amount due from a related party
    
    
    236,049
    
    146,835336,642
    
    332,994Non-current assets:Fixed assets
    
    
    196,736
    
    1,211196,736
    
    1,211Total assets
    
    
    533,378
    
    334,205LIABILITIES AND
    STOCKHOLDERS' DEFICITSCurrent liabilities:Accounts payable
    
    
    -
    
    6,273Other payables and accruals
    7
    
    1,072,442
    
    827,384Amounts due to related parties
    8
    
    675,253
    
    448,421Total current liabilities
    
    
    1,747,695
    
    1,282,078Long-term debts:Long term loan
    9
    
    2,000,000
    
    2,000,000Total non-current liabilities
    
    
    2,000,000
    
    2,000,000Total liabilities
    
    
    3,747,695
    
    3,282,078Commitments and contingencies
    12Stockholders'
    equity:Common
    stock, no par value, 85,000,000,000 shares authorized, 
    11,307,232,960 (2015: 11,307,232,960) shares issued and outstanding
    4
    
    2,775,230
    
    2,775,230Accumulated deficits
    
    
    (6,041,521)
    
    (5,842,785)Accumulated other comprehensive income
    
    
    (1,240)
    
    2,331Total Median Group
    Inc. stockholders' deficits
    
    
    (3,267,531)
    
    (3,065,224)Non-controlling interest
    
    
    53,214
    
    117,351Total stockholders’ deficits
    
    
    (3,214,317)
    
    (2,947,873)Total
    liabilities and stockholders’ deficits
    
    
    533,378
    
    334,205  The
accompanying notes are an integral part of these condensed consolidated financial statements   F-2    MEDIAN
    GROUP INCCONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONSFOR
    THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2016 AND 2015(UNAUDITED)  Three
                    Months Ended
        June
        30
    
    Six
                    Months Ended
        June
        302016
    
    2015
    
    2016
    
    2015Note
    
    US$
    
    US$
    
    US$
    
    US$Net Revenue
    
    
    12,479
    
    -
    
    33,376
    
    -Cost of revenue
    
    
    (11,231)
    
    -
    
    (24,849)
    
    -Gross profit
    
    
    1,248
    
    -
    
    8,527
    
    -Operating expenses:Administration
    expenses
    
    
    (57,335)
    
    (9,787)
    
    (198,383)
    
    (16,942)Selling and distribution
    expenses
    
    
    -
    
    -
    
    -
    
    -Total operating
    expenses
    
    
    (57,335)
    
    (9,787)
    
    (198,383)
    
    (16,942)Operating loss
    from continuing operations
    
    
    (56,087)
    
    (9,787)
    
    (189,856)
    
    (16,942)Other income
    / (expenses)Other
    income
    
    
    53
    
    -
    
    518
    
    -Finance
    charges
    
    
    (77)
    
    -
    
    (157)
    
    -Interest
    expenses
    
    
    (40,000)
    
    (40,000)
    
    (80,000)
    
    (80,000)Loss from continuing
    operations
    
    
    (96,111)
    
    (49,787)
    
    (269,495)
    
    (96,942)Discontinued
    operations, net of tax
    6
    
    -
    
    (891,273)
    
    -
    
    (2,184,933)Net
    loss
    
    
    (96,111)
    
    (941,060)
    
    (269,495)
    
    (2,281,875)Less:
    Net loss attributable to non-controlling interests
    
    
    (44,624)
    
    (464,933)
    
    (70,759)
    
    (941,060)Net
    loss attributable to Median Group Inc.
    
    
    (51,487)
    
    (476,127)
    
    (198,736)
    
    (1,340,815)Net loss per
    share attributable to Median Group Inc. Shareholders – Basic and dilutedContinuing
    operations
    
    
    (0.00)
    
    (0.00)
    
    (0.00)
    
    (0.00)Discontinued
    operations
    
    
    (0.00)
    
    (0.00)
    
    (0.00)
    
    (0.00)(0.00)
    
    (0.00)
    
    (0.00)
    
    (0.00)Basic
    and diluted weighted average number of common shares *
    
    
    11,307,232,960
    
    11,307,232,960
    
    11,307,232,960
    
    11,307,232,960  *
    Weighted
    average number of shares used to compute basic and diluted loss per share for the three months and six months ended June 30,
    2016 and 2015 are the same since the effect of dilutive securities are anti-dilutive.  The
accompanying notes are an integral part of these condensed consolidated financial statements.   F-3    MEDIAN
    GROUP INCCONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONSFOR
    THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2016 AND 2015(UNAUDITED)   Three
                                         Months Ended
        June
        30
    
    Six
                    Months Ended
        June
        302016
    
    2015
    
    2016
    
    2015Note
    
    US$
    
    US$
    
    US$
    
    US$Net
    loss
    
    
    (96,111)
    
    (941,060)
    
    (269,495)
    
    (2,281,875)Other comprehensive
    (loss) / income, net of taxForeign
    currency translation (loss) / income
    
    
    (3,488)
    
    143,791
    
    3,051
    
    412,049Total comprehensive
    loss
    
    
    (99,599)
    
    (797,269)
    
    (266,444)
    
    (1,869,826)Less:
    Net loss attributable to non-controlling interests
    
    
    (44,624)
    
    (327,988)
    
    (70,759)
    
    (804,055)Less:
    Other comprehensive (loss) income attributable to non-controlling interests – foreign currency translation loss
    
    
    (3,585)
    
    52,641
    
    6,622
    
    150,389Total
    comprehensive loss attributable to Median Group Inc.
    
    
    (51,390)
    
    (521,922)
    
    (202,307)
    
    (1,216,160)  The
accompanying notes are an integral part of these condensed consolidated financial statements.   F-4    MEDIAN
    GROUP INCCONDENSED
    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYFOR
        THE SIX MONTHS ENDED JUNE 30, 2016(UNAUDITED)  Number
    of Shares
    
    Common
    Stock Amount
    
    Accumulated
    Other Comprehensive Income
    
    Accumulated
    Deficits
    
    Non-controlling
    Interest
    
    Total
    Stockholders’ EquityUS$
    
    US$
    
    US$
    
    US$
    
    US$Balance at January 1, 2016 (Audited)
    
    11,307,232,960
    
    2,775,230
    
    2,331
    
    (5,842,785)
    
    117,351
    
    (2,947,873)Other
    comprehensive (loss) / income  - foreign currency translation gain
    
    -
    
    -
    
    (3,571)
    
    -
    
    6,622
    
    3,051Net loss for the period
    
    -
    
    -
    
    -
    
    (198,736)
    
    (70,759)
    
    (269,495)Balance at June 30, 2016
    
    11,307,232,960
    
    2,775,230
    
    (1,240)
    
    (6,041,521)
    
    53,214
    
    (3,214,317)  The
accompanying notes are an integral part of these condensed consolidated financial statements.   F-5    MEDIAN
                            GROUP INC
        (Formerly
        China Media Group Corporation)CONSOLIDATED
    STATEMENTS OF CASH FLOWSFOR
    THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015(UNAUDITED)  Six
                    Months Ended
        June
        302016
    
    2015US$
    
    US$Cash flows from
    operating activities:Net loss
    
    
    (269,495)
    
    (2,281,875)Adjusted for non cash items:Depreciation
    
    
    1,573
    
    -(267,922)
    
    (2,281,875)Changes in asset and liabilities(Decrease) increase in
    assetsAccounts receivables
    
    
    6,970
    
    -Prepayments and deposits
    
    
    6,310
    
    3,988Amount due from a
    related party
    
    
    (89,214)
    
    -Increase (decrease) in
    liabilities:Asset of operations
    held for sale – net liabilities
    
    
    -
    
    1,776,270Accounts payable
    
    
    (6,273)
    
    -Other payables and accruals
    
    
    245,058
    
    9,568Net cash used in
    operating activities
    
    
    (105,071)
    
    (492,049)Cash flows used
    in investing activitiesPurchase of fixed assets
    
    
    (197,098)
    
    -Net cash used in
    investing activities
    
    
    (197,098)
    
    -Cash flows from
    financing activities :Amounts due to
    related parties
    
    
    226,832
    
    80,000Net cash from financing
    activities
    
    
    226,832
    
    80,000Effect of exchange rate in comprehensive income
    
    
    3,051
    
    412,049Net decrease in cash and cash equivalents
    
    
    (72,286)
    
    -Cash and cash equivalents - net, beginning
    
    
    77,164
    
    -Cash and cash equivalents - net, ending
    
    
    4,878
    
    -Supplemental disclosure of cash flow information:Interests paid
    
    
    -
    
    -Income tax paid
    
    
    -
    
    -  The
accompanying notes are an integral part of these condensed consolidated financial statements.   F-6    MEDIAN GROUP INCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  NOTE
    1
    ORGANIZATION  Median
    Group Inc. (formerly known as Clixster Mobile Group Inc. with effect from April 3, 2014 and prior to that date known as China
    Media Group Corporation) (the "Company") is a Texas corporation, incorporated on October 1, 2002.  In
    January 2006, the Company established a wholly owned subsidiary Ren Ren Media Group Limited, a company incorporated in Hong
    Kong, as its operating company in Hong Kong. In March 2007, the Company acquired all the outstanding shares of Good World
    Investments Limited, a British Virgin Islands corporation that holds 50% of Beijing Ren Ren Health Culture Promotion Limited,
    a company incorporated in China in the advertising and media business in China.  In
    May 2009, the Group established a 50/50 joint venture company, ATC Marketing Limited, which is to be in the business of marketing
    and distributing of convergent multimedia communication and internet devices.  In
    June 2012, the Company acquired 100% equity interests of A-Team Resources Sdn. Bhd. (“A-Team”), a distributor
    of electronics and light appliances, at a consideration price of $2,011,607 by the issuance of 558,779,837 shares, at a price
    of $0.0036 per share.  The
    Group is engaged in the distribution of electronics and light appliances and the marketing and distribution of convergent
    devices and the consultancy of resources management.  During the period, the Group derived its revenue from telecom
    services.  On
January 15, 2014, the Company sold its subsidiaries namely Ren Ren Media Group Limited, A-Team Resources Sdn Bhd, Good World Investments
Limited and Beijing Ren Ren Health Culture Promotion Limited (the “Disposed Subsidiaries”) containing its light appliances
distribution business and advertising business in China.  On
    January 31, 2014, the Group closed the transaction to acquire 63.2% of Clixster Mobile Sdn. Bhd. (“CMSB”), a company
    incorporated in Malaysia.  On July 28, 2015,
    the Company disposed of its 63.2% of CMSB to refocus the business of the Group to sell prepaid telecom cards rather than operating
    a mobile network virtual operator (“MNVO”) operation, with a gain of approximately $5 million. Also, on December
    11, 2015 the Company acquired shares in Naim Indah Mobile Communication Limited (“NIMC”), a company engaged in
    providing mobile communication services through MVNO platform. NIMC has an exclusive agreement with MyAngkasa Holdings Sdn.
    Bhd. for the provision of telecom services to Angkasa members. Further details can be found in Note 12 of the financial statements
    enclosed herein this report. The Company intends to focus on post-paid customers in working with Angkasa.  NOTE
    2
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS  Basis
    of Presentation  The
                    accompanying condensed consolidated financial statements have been prepared in accordance with accounting
                    principles generally accepted in the United States of America and the rules of the U.S. Securities and Exchange
                    Commission, and should be read in conjunction with the audited financial statements and notes thereto for
                    the year ended December 31, 2015. As permitted under the rules of the SEC for interim reporting, they do not
                    include all information and footnotes required by accounting principles generally accepted in the United States
                    of America for complete financial statements. However, except as disclosed herein, there has been no material
                    change in the information disclosed in the notes to the financial statements for the year ended December 31,
                    2015 included in the Company Form 10-K filed with the Securities and Exchange Commission.
        
        In
        the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation
        of financial position and results of operations for the interim period presented have been included. Operating results
        for the interim period are not necessary indicative of the results that may be expected for the respective full year.   F-7    MEDIAN GROUP INCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  NOTE
    2
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (Continued)  Principles
    of Consolidation  The
    condensed consolidated financial statements for the period ended June 30, 2016 include the financial statements of the Company
    and its wholly owned subsidiary Alpha Sunray Sdn. Bhd., its 50.001% equity interest subsidiary Naim Indah Mobile Communications
    Sdn. Bhd. (“NIMC”). In the prior year the Company disposed its subsidiary companies namely its 63.2%
    equity interest subsidiary Clixster Mobile Sdn. Bhd. and its 50% subsidiary ATC Marketing Limited (collectively the “Disposed
    Companies”). Accordingly the operating results of the Disposed Companies are disclosed as Discontinued Operations -
    Net of Tax in the condensed statement of income for all period presented. In addition, the assets and liabilities
    of these Disposed Companies are reported as Assets of Operations Held for Sale and Liabilities of Operations Held for Sale,
    as appropriate, in the condensed consolidated balance sheet.  The
    results of subsidiaries acquired or sold during the period are consolidated from their effective dates of acquisition or through
    their effective dates of disposition, respectively.  All
    significant inter-company transactions and balances have been eliminated on consolidation.  Use
    of Estimates  The
    preparation of condensed 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 condensed consolidated financial statements and the reported amounts
    of revenues and expenses during the reporting period. Actual results could differ from those estimates.  Net
    Loss Per Share  Basic
    earnings per share were computed by dividing net loss by the weighted average number of shares of common stock outstanding
    during the year. Diluted loss per common share for the period ended June 30, 2016 and 2015 respectively, are not presented
    as it would be anti-dilutive.  Fair
    Value Measurements and DisclosuresASC 820 "Fair
    Value Measurements and Disclosures" codified SFAS No. 107, "Disclosures about Fair Value of Financial Instruments".
    ASC 820 applies to all entities, transactions, and instruments that require or permit fair value measurements, with specific
    exceptions and qualifications. The Company is required to 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 their respective 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.  Impairment
    of long-lived assets  In
    accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived
    assets such as plant and equipment held and used by the Company are reviewed for impairment whenever events or changes in
    circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and
    used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected
    to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by
    the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge
    for the year/period presented.   F-8    MEDIAN GROUP INCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  NOTE
    2
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (Continued)  Revenue  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 when persuasive evidence
    of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably
    assured. The recognition of revenues involves certain management judgments. The amount and timing of our revenues could be
    materially different for any period if management made different judgments or utilized different estimates.  Revenue
    is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.  Prepaid
    telecom revenues are collected by its distributors and/or resellers through the sale of “Clixster” prepaid or
    reload cards, which are sold in a form of SIM/reload cards to its final customers through its distributors and/or resellers.
    The sale of Sim, prepaid or reload cards is recognized as revenue when the products are delivered to its distributors and/or
    resellers, based upon their request. Prepaid cards will expire two years after the date of card production if they have never
    been activated. The proceeds from the expired cards are recognized as revenue upon expiration of cards.  Cost
    of revenue  Cost of revenue
    consists primarily of cost of SIM and prepaid/reload cards, telecommunication services and traffic charges which are directly
    attributable to the delivery of telecom service upon the activation of prepaid and/or reload cards.  Comprehensive
    Income  ASC Topic 220, “Comprehensive
    Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances.
    Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive
    income, as presented in the accompanying statements of stockholders’ equity consists of changes in unrealized gains
    and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense
    or benefit.  Segment
    Reporting  ASC
    Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis
    consistent with the Company’s internal organization structure as well as information about geographical areas, business
    segments and major customers in financial statements. The Company operates in one reportable operating segment in Malaysia
    during the period ended June 30, 2016.  Related
    Parties  Parties,
    which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly,
    to control the other party or exercise significant influence over the other party in making financial and operating decisions.
    Companies are also considered to be related if they are subject to common control or common significant influence.   F-9    MEDIAN GROUP INCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  NOTE
    2
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (Continued)  Income
    Taxes  The
    Company accounts for income taxes under ASC 740 “Income Taxes”. Under the asset and liability method of ASC 740,
    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 ASC 740, 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.  ASC
    740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial
    statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially
    be recognized in the financial statements when it is more likely than not the position will be sustained upon examination
    by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit
    that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge
    of the position and relevant facts.  (a)
    Current
    TaxCurrent
        tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
        The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting
        date.
        
        Current
        taxes are recognized in the statement of income except to the extent that the tax relates to items recognized outside
        the statement of income, either in other income or directly in equity.  (b)
    Deferred
    TaxDeferred
        tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
        statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax
        credit carry-forwards. 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.
        
        The
        effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
        the enactment date. The Company records a valuation allowance for deferred tax assets if, based upon the available evidence,
        it is more likely than not that some or all of the deferred tax assets will not be realized.  Foreign
    Currency Translation  The
        accounts of the Company's Hong Kong and Malaysia subsidiaries are maintained in Hong Kong dollars (HK) and Malaysia Ringgit
        (RM), respectively. Such financial statements are translated into U.S. Dollars (USD) in accordance with ASC 830 “Foreign
        Currency Translation” which codified Statement of Financial Accounts Standards ("SFAS") No. 52, "Foreign
        Currency Translation," with the respective currency 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 June 30, 2016, the comprehensive loss was $1,240.  Recently
    Issued Accounting Pronouncements  The
Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact to its financial
position, results of operations or cash flows.  ReclassificationsCertain
        comparative amounts have been reclassified to conform to the current period’s presentation.   F-10    MEDIAN
                            GROUP INCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  NOTE
    3
    UNCERTAINTY
    OF ABILITY TO CONTINUE AS A GOING CONCERN  The Company's condensed
    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 June 30,
    2016, the Company has incurred an accumulated deficits totaling $6,041,521 and its current liabilities exceed its current
    assets by $1,411,053. 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 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.  NOTE
    4
    STOCKHOLDERS’
    EQUITY  Common
    StockAs
    of June 30, 2016, the Company had a total of 11,307,232,960 shares of its common stock issued and outstanding.  NOTE
    5
    STOCK
    OPTIONS  The Company adopted
    ASC 718 “Compensation – Stock Compensation” and requires companies to measure and recognize the cost of
    employee services received in exchange for an award of equity instruments based on the grant-date fair value.  2007
    Stock Incentive Plan  On February 19,
    2007, the Company adopted the 2007 Stock Incentive Plan (the "2007 Plan") allowing for the awarding of options to
    acquire shares of common stock. This plan provides for the grant of incentive stock options to key employees, directors and
    consultants. Options issued under this plan will expire over a maximum term of ten years from the date of grant.  On
    March 8, 2007, the Company registered 38,400,000 shares underlying stock options under the 2007 Stock Incentive Plan with
    the SEC pursuant to a registration statement on Form S-8.  During
    the year 2007 to 2015, the Company had issued a total of 6,522,309 shares to its staff and consultants for their service provided.  As
    at June 30, 2016 and December 31, 2015, there were i) no outstanding stock options and ii) 31,877,691 shares available to
    be issued under the 2007 Stock Incentive Plan.  F-11   MEDIAN
                            GROUP INCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  NOTE
    6
    DISCONTINUED
    OPERATIONS HELD FOR SALE  In
    the prior year, the Company sold its subsidiaries namely its 63.2% subsidiary Clixster Mobile Sdn. Bhd. on July 28, 2015 and
    its 50% subsidiary ATC Marketing Limited on August 3, 2015 (the “Disposed Subsidiaries”) containing its MVNO business
    and electronics trading company to a third party buyer. The buyer paid $8,500 and the assuming of debts withour recourse in
    the Disposed Subsidiaries which resulted in a gain of $5,091,189 to the Company. As a result of the sale, the historical activities
    and balances of these operations are reported as discontinued operations held for sale in the accompanying condensed consolidated
    financial statements for all periods presented.  The
following table provides the components of discontinued operations – net of tax  Three
                                         Months Ended
        June
        30
    
    Six
                    Months Ended
        June
        302016
    
    2015
    
    2016
    
    2015US$
    
    US$
    
    US$
    
    US$Net Revenue
    
    
    -
    
    5,741
    
    -
    
    645,121Less: sales discount
    
    
    -
    
    -
    
    -
    
    (65,670)Cost of revenue
    
    
    -
    
    (523,282)
    
    -
    
    (1,084,346)Gross loss
    
    
    -
    
    (517,541)
    
    -
    
    (504,895)Administrative
    expenses
    
    
    -
    
    (223,245)
    
    -
    
    (960,050)Selling and distribution
    expenses
    
    
    -
    
    -
    
    -
    
    -Loss from operations
    
    
    -
    
    (740,786)
    
    -
    
    (1,464,945)Other income
    / (expenses)Foreign
    exchange gain
    
    
    -
    
    (140,854)
    
    -
    
    (610,431)Other
    income
    
    
    -
    
    80,367
    
    -
    
    70,443Interest expenses
    
    
    -
    
    (90,000)
    
    -
    
    (180,000)Net
    loss from discontinued operation before taxation
    
    
    -
    
    (891,273)
    
    -
    
    (2,184,933)Taxation
    
    
    -
    
    -
    
    -
    
    -Loss from discontinued
    operation
    
    
    -
    
    (891,273)
    
    -
    
    (2,184,933)  The
net cash flows of our discontinued operations for each of the categories of operating, investing and financing activities are
not significant for any periods presented.  NOTE
    7
    OTHER
    PAYABLES AND ACCRUALS  Other
    payables and accruals consist of the following:  June
                           30
        2016
    
    December
                           31
        2015US$
    
    US$Potential tax penalty liability
    
    410,000
    
    410,000Other payables and accruals
    
    662,442
    
    417,3841,072,442
    
    827,384  NOTE
    8
    AMOUNTS
    DUE TO RELATED PARTIES  June
                           30
        2016
    
    December
                           31
        2015US$
    
    US$Amounts due to related parties:- Trade
    
    -
    
    -- Non-trade
    
    675,253
    
    448,421675,253
    
    448,421  The
    amounts due to related parties are unsecured, non-interest bearing and repayable on demand. Imputed interest on these amounts
    is considered insignificant.   F-12   MEDIAN GROUP INCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  NOTE
    9
    LONG
    TERM LOAN  June
                                         30
        2016
    
    December
    31
 2015US$
    
    US$Long
    term loan
    
    2,000,000
    
    2,000,000  This
    long term loan is due to a former shareholder of the Company. This loan is unsecured and repayable on November 25, 2017, and
    bears interest of 8% per annum. The accrued interest for the six months ended June 30, 2016 was $80,000 (2015: 80,000).  NOTE
    10
    RELATED
    PARTY TRANSACTIONS  For
    the six months period ended June 30, 2016, the Company no remuneration (2015: $20,439) to its directors and its officers remuneration
    for their services provided to the Company.  For
    the six months period ended June 30, 2016 the Company did not make any sales (2015: $202,576) telecom SIM/reload cards through
    two distributors that are owned and controlled by the directors of the Company. The terms of trade with these distributors
    are similar to the other third-party distributors of the Company.  In
    the prior year, a Group company has $8,000,000 promissory notes from a company that is beneficially owned by directors of
    the Company. The promissory note bears interest at a rate of 4.5% per annum, and $4,000,000 is payable in November 2018 and
    the remaining $4,000,000 is payable in February 2019. During the six months ended June 30, 2015 the Group company recorded
    $180,000 in interests expenses relating to these promissory notes. On July 28, 2015, this Group company was disposed together
    with these promissory notes, and the Group was no longer liable for these promissory notes as a result.  NOTE
    11
    INCOME
    TAXES  No
                                         provision was made for income tax for the six months ended June 30, 2016 and 2015, since
                                         the Company and its subsidiaries had significant net operating loss. In the six months
                                         ended June 30, 2016 and 2015, the Company and its subsidiaries incurred net operating
                                         losses for tax purposes of approximately $269,495 and $142,156, respectively. Total net
                                         operating losses carry forward as at June 30, 2016 and 2015, (i) for Federal and State
                                         purpose were $11,810,918 and $11,573,707, respectively and (ii) for its entities outside
                                         of the United States $281,728 and $80,515. The net operating loss carry-forwards may
                                         be used to reduce taxable income through the year 2025. The availability of the Company's
                                         net operating loss carry-forwards are subject to limitation if there is a 50% or more
                                         change in the ownership of the Company's stock.
        
        There
        was no significant difference between reportable income tax and statutory income tax. The gross deferred tax asset balance
        as at June 30, 2016 and December 31, 2015 was approximately $5,116,740 and $5,019,034, respectively. A full valuation
        allowance has been established against the deferred tax assets, as the utilization of the loss carry-forwards cannot reasonably
        be assured.
        
        A
        reconciliation between the income tax computed at the Hong Kong and PRC China statutory rate and the Group's provision
        for income tax is as follows:  2016
    
    2015Malaysia statutory rate
    
    25%
    
    25%Tax allowance
    
    -
    
    -Valuation allowance – Loss carryforward
    under Malaysia rate
    
    (25%)
    
    (25%)Provision for income tax
    
    -
    
    -   F-13    MEDIAN GROUP INCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  NOTE
    12
    COMMITMENTS
    AND CONTINGENCIES  The
Company’s commitments and contingencies are set out below as follows:-  (a)
    As
                           announced in a Form 8K on December 16, 2015 on December 11, 2015 the Company acquired and a 51% interests
                           in Naim Indah Mobile Communication Sdn. Bhd. (“NIMC”), a company engaged in providing mobile
                           communication services through MVNO platform. NIMC has a registered capital of RM2,000,001 (or about
                           US$480,000) of which the Company is required to pay RM1,000,001 (or about US$240,000) for its 51% interests.
                           Our director Ahmad Shukri Abdul Ghani is a 30% shareholder of NIMC.
        
        Our
        subsidiary Naim Indah Mobile Communication Sdn. Bhd. (“NIMC”) has an exclusive business partnership agreement
        (“Exclusive Agreement”) with MyAngkasa Holdings Sdn. Bhd. (“MyAngkasa”), a wholly owned company
        of the National Cooperative Malaysia Bhd and known as Angkatan Koperasi Kebangsaan Malaysia Berhad (“Angkasa”).
        The Exclusive Agreement has a fix term of 5 years ending in August 2020 and subject to renewal by mutual consent. Pursuant
        to this agreement, MyAngkasa agrees to use NIMC’s services under the trade name of “Median Mobile” products
        to co-operatives and members of the co-operatives under Angkasa and to exclusively appoint NIMC as the official mobile
        telecommunication services based on MVNA platform to Angkasa members. MyAngkasa agrees to undertake to deliver certain
        number of subscribers for pre/post-paid services (“Targeted Subscribers”) for each year. In return, NIMC agrees
        to a profit share scheme whereby MyAngkasa will receive RM100,000 (or about US$24,000) for the first financial year of
        the contract, and for each financial year thereafter the higher of RM500,000 (or about US$120,000) and a set percentage
        of NIMC’s net annual profit after tax, less any unapplied accumulative losses brought forward from previous years.
        If the Targeted Subscribers are not achieved for any each then the set percentage to be applied will be the pro-rate of
        the actual subscribers to the Targeted Subscribers for that year.  NOTE
    13
    SUBSEQUENT
    EVENTS  The
    Group has evaluated all subsequent events through the date these consolidated financial statements were issued, and determined
    that, there were no subsequent events or transactions that require recognition or disclosures in the financial statements.   F-14    Item
    2.
    Management's
    Discussion and Analysis of 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.  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-Q for the period ended
    June 30, 2016.   -
2 -    Overview  DESCRIPTION
    OF BUSINESS  OUR
BACKGROUND. The Company was incorporated in Texas on October 1, 2002 and in 2005 changed its business focus to advertising and
media in the emerging China market. Under the then 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.  Our
    mission then was to become one of China's 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 3 strategic business units being "Advertising", "Telecommunications
    and Mobile Computing", and "Products and Services". However due to limited financial resources we were not
    able to implement our business plans in the China media sector.  In
    June 2012, the Group acquired A-Team Resources Sdn. Bhd. a company that distributes light appliances products in South East
    Asia and Middle East to strengthen our Products and Services Business Unit.  In January 2014 the Company disposed the
    loss making light appliances and advertising operation to streamline the operation and to focus on its new acquisition on
    telecom services business unit.  On
    January 31, 2014 the Company acquired 63.2% in Clixster Mobile Sdn Bhd (“CMSB”), a mobile virtual network operator
    (“MVNO”) in order to expand our telecommunication business unit with a focus on provision of mobile telecom service
    through a MVNO platform initially in Malaysia and then to other regions.  The
    operation in CMSB incurred significant losses in 2014 and in 2015. The Group determined to re-focus the operation in the higher
    margin post-paid rather than pre-paid telecom services. As a result, on July 28, 2015, the Group disposed of its investment
    in CMSB to refocus its MVNO business from pre-paid to post-paid telecom services and a digital service provider.  In
    September, 2015, New China Electronics Limited, a company wholly owned by our director, Mr. Ching Chiat Kwong, acquired a
    total of 7,130,134,431 shares representing about 63.06% interests in the Company to become the controlling shareholder of
    the Company. On January 8, 2016, New China then transferred 350,000,000 shares to each of Andrew Hwan Lee and Ahmad Shukri
    Bin Abdul Ghani, both directors of the Company.  New China then held 6,430,134,431 shares representing 56.87% in
    the Company.  On
    September 27, 2015 the Board approved the change of company name from Clixster Mobile Group Inc. to Median Group Inc. and
    the name change was effected on October 7, 2015.  In
    December 2015, the Company acquired 51% interests in Naim Indah Mobile Communications Sdn Bhd (“NIMC”). NIMC is
    a newly established MVNO holding all the necessary licenses to operate as an MNVO. Currently, we are in advance discussion
    with a Malaysian telecom operator to roll out our MVNO services. Due to certain unexpected delays, it is now planned that
    the roll out will commence in the second half of 2016.  At
    the date of this report, the Group will mainly concentrate on its Telecommunications and Mobile Business Unit. The Group will
    terminate and streamline its adverting business unit and product services unit until a viable business opportunity is available.
    The revenue generated from the telecom services during this quarter is $33,376.  OUR
    BUSINESS REVIEW AND FUTURE STRATEGY. The Group has 3 business units namely “Advertising”, “Products and
    Services” and “Telecommunication and Mobile Computing”. The management has determined to only focus our
    business in the Telecommunications and Mobile Computing business unit going forward, and have the Advertising and Products
    and Services business units remain inactive until viable business opportunities are presented.   -
3 -    Products
    & Services Overview  Telecommunications
    Unit.  In
    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. We have seen
    over the years the importance of advertising through social media using telecommunication services.  In
    the fiscal year 2015, the Group restructured its business to focus on mobile digital business and becoming a digital service
    provider. In December 2015, the Group acquired Naim Indah Mobile Communication Sdn Bhd which has an exclusive business partnership
    agreement (“Exclusive Agreement”) with MyAngkasa Holdings Sdn. Bhd. (“MyAngkasa”), a wholly owned
    company of the National Cooperative Malaysia Bhd and known as Angkatan Koperasi Kebangsaan Malaysia Berhad (“Angkasa”).
    MyAngkasa is the business development and sales/marketing entity of Angkasa which is the representative of 12,000 cooperatives
    with 7.4 million active members in Malaysia. MyAngkasa owns and operates a network of payment terminals that offer services
    and products to subscribers and customers for the purchase of prepaid top-ups, postpaid ticketing, online transaction services,
    registration, loyalty point programs and bill payment collections via internet banking, mobile banking, mobile payment and
    electronic data capture (EDC) terminals. Under this contract, both parties agree to implement the brand “MyAngkasa”
    mobile telecommunications program based on NIMC’s Mobile Virtual Network Aggregator (MVNA) platform that includes the
    provision of mobile telecommunication services to co-operative and members of the co-operatives under Angkasa as registered
    Pre/Post-Paid subscribers of NIMC services. MHSB will undertake to market and sale to its members for NIMC’s post-paid
    mobile phone services.  The Group views this as a strategic anchor customer that will provide the subscriber base
    to roll out its telecom services, focusing in post-paid customer.  We
    shall focus on the business of providing mobile digital service under the MVNA platform across South East Asian countries.
    NIMC is poised to be one of the first MVNA that specifically catered for these markets, operating as a digital service provider
    (DSP). A digital service provider applies the principles of Internet service delivery, meaning its delivery architecture is
    integrated, seamless, intelligent, automated, simple and in real time.  Towards
    Becoming A Digital Service Provider  The
    decision to become a DSP rests solely on providing the needs of a new generation of consumers. There has been a great shift
    in consumers’ behaviors. The way purchases are made, the types of media consumed, the way information are obtained and
    the way trust and relationships are built. These have created new rules of consumer engagement where mobile platform is highly
    utilized, allowing consumers to communicate, transact and gain almost instantaneous feedback and response. E-commerce now
    is evolving into M-Commerce (mobile-commerce) and into S-Commerce (social-commerce) allowing customers to instantly transact
    and share.  We
    must seize the opportunity to build our business model around this market segment through our offerings with three main differentiators:  (i)
                            An advanced set of products and services that will disrupt the market landscape;
        
        (ii)
        A customer engagement model that is currently not offered by others; and
        
        (iii)
        A technology superiority and scalability that will support future growth.  The
    first challenge to become a digital service provider involves a change in the mindset and culture; we need to view ourselves
    not as a communication service provider but as a genuine digital competitor. We need to shift away from serving as a channel
    and toward creating a platform, and the way for us to capitalize on the opportunities in the digital services domain and its
    associated revenue is to build our business as a digital service provider. Our journey towards becoming a DSP has progressed
    well over the recent months where we are building a solid eco-system that will enable us to offer attractive and disruptive
    services to the market.   -
4 -    Key
    Business Focus: White label MVNOs  NIMC
    white label MVNO program allows corporations and organizations to offer more than just prepaid and post-paid mobile services,
    including voice, data, SMS and mobile broadband at a minimum upfront set-up cost. With the white-label program, NIMC
    is helping companies to grow their additional revenue and profits in their segment by expanding their reach and exposure.  NIMC
    builds, operates and manages mobile digital services and enables corporations to give access to their own resellers to a full
    platform for activation, billing and subscriber lifecycle management, customer care, and management support without spending
    anything on software development. Businesses can now compete on a more even playing field by offering a virtual 24×7
    online retail store with full service customer care.  NIMC helps minimize operating costs by implementing strategic web
    based marketing initiatives, utilizing automated processes such as ordering, payment and collection, and inventory management,
    plus expands MVNO reach up to nationwide market opportunities through e-commerce.  NIMC’s
    first white label customer is expected to be the National Co-operatives Organization (Angkasa) targeting the co-operative
    sectors. NIMC is currently negotiating with at least 4 other corporations as potential clients under the white label program.
    We know that success in the wireless business depends on a strong, agile and flexible platform that integrates new and innovative
    solutions. The solutions that count are those that allow the white label MVNOs to position them in such a way that the customer
    receives a seamless white label experience.  Our
    Mission Critical System  The
    current traditional billing, Next Generation Intelligent Network (NGIN) and Business Support System (BSS) running today have
    limited capabilities in serving today’s consumers’ demand. Most operators (MNOs and MVNOs) struggle to fulfil
    the demand of current consumers and find it very hard to cater for future business trend and unpredictable cost for the future
    changes. This is simply because the current back-end billing and BSS were not designed for 4G and beyond.  The
    system is required to provide a real-time unified charging across all services and devices, and payment methods with differentiated
    service offerings with a quick time-to-market advantage to allow NIMC to quickly capitalize and execute on market opportunities.
    Our BSS platform combines payment methods, with ‘on demand’ payments for our services and recurring subscription
    models for others.  *
    Online
    charging system (OCS) is the central system that governs all subscribers’ charging and rating. It is a system
    that allows an operator to charge their customers, in real time, based on event or session service usage.*
    Policy
    & Charging Rules Function (PCRF), a software component designated in real-time to determine policy rules that
    accesses subscriber databases and other specialized functions, such as a charging system PCRF supports the creation
    of rules and then automatically making policy decisions for each subscriber active on the network.*
    Business
    Support Systems (BSS) are the components that we use to run its business operations towards customers.
    Together with operations support systems (OSS), these are used to support various end-to-end telecommunication services.
    BSS and OSS have their own data and service responsibilities.*
    Enterprise
    Resource Planning (ERP) is a system that handles all essential business functions such as accounting, HR, sales,
    marketing, service, warehousing, and more on cloud. The cloud-based system provides a complete visibility and better control
    for us to run our end-to-end business processes professionally.  We
    are now at the final stage of negotiating the purchase of these systems from the respective solution providers. We expect
    to complete the deployment of these robust systems by the end of Q3.  Access
    Agreement with a Host Operator  We
    have submitted an official application request for network access to a host mobile network operator (MNO) in middle February.
    Since then, we have gone through several rounds of negotiations for both technical and commercial elements. All the technical
    matters have been given a preliminary clearance for the next round of detailed scoping and implementation. As for the commercial
    negotiation, we are currently negotiating on the wholesale rates with the MNO. The MNO has given its commitment and assurance
    that agreement shall be concluded within 120 days from the date of submission. This is due to the involvement of many parties
    within the organization, ranging from technical, legal, financial and board of directors. With this in mind, we anticipate
    that the agreement will be signed in May 2016.  Moving
    Forward  Moving
    forward, we will continue to strive in executing our roadmap for growth which encompasses five key areas namely, strengthening
    our talents and resources, expanding our product range, widening our geographical reach, improving customers’ journey
    and experience and enhancing our internal process. The positive results from these areas would create a stable platform for
    the Group to spread its wings regionally and globally to unveil the vast potential of the digital services market segment.
    Talks and negotiations are ongoing with several mobile network enablers and operators in the South East Asian region. This
    would promulgate further the Group’s vision and commitment in becoming a regional mobile service operator with an assortment
    of deliverables that would satisfy the ravishing appetite of the customers. Being in a competitive industry where customers’
    satisfaction is uncompromising, we are continuously ensuring that customers’ experience would be the fundamental element
    in all facets of our operation.  Technology
    is the staple food of today’s consumers, which is ever changing, we will be investing our resources into R&D, talent
    enhancement, product innovation, and technology adoption in our delivery processes. This will enable us to be more efficient
    in providing an unmatched customers’ experience, which will translate into a faster and higher subscribers’ acquisition.
    We will continue to jointly work closely with mobile enablers to penetrate new markets and opportunities this year and beyond.   -
5 -    Industry
                            Overview and Competition  Telecommunication
    Market  During
    the first half of 2015, growth in the information and communications subsector remained robust at 9.5% (January - June 2014:
    9.8%) led by strong demand for mobile internet, especially data and computer services. As at end-June 2015, cellular phone
    subscriptions grew marginally by 0.7% to 44.2 million to reach a penetration rate of 144.8% (end-June 2014: 35; 43.9 million;
    145.8%) with the prepaid segment dominating 81% of total subscriptions. The marginal growth was due to a marked shift in consumer
    preference to Over-the-Top communication channels and social media. As a result, there was a sharp decline in voice and SMS
    usage.1  The
    take-up rate of mobile broadband services has further accelerated partly driven by the “Smart Device with Internet Package”
    product under the Universal Service Provision (USP) programme. The broadband segment stood at 27.9 million subscriptions as
    at end-June 2015 with mobile broadband accounting for the largest share at about 85% of the total broadband subscriptions.
    In addition, the Ministry of Communications and Multimedia had announced earlier this year that basic broadband package prices
    would be reduced in line with the aspiration of transforming Malaysia into a digital nation.1  According
    to Mr. Ajay Sunder, Vice President of Telecoms, Frost & Sullivan Asia Pacific, overall mobile subscriber penetration is
    expected to remain stable. However, churns rates will increase because of intensified competition. The Malaysian mobile services
    market observed very intense competition. As mobile subscriber growth stagnates, operators get desperate to gain subscription
    market share to drive up their service revenues. MNOs are targeting newer customer segments through innovative pricing plans
    that integrate voice, data and digital services. Voice revenues were negatively impacted by free calls offered to compensate
    the increased burden from GST, particularly in the prepaid segment. Non-voice revenue is expected to contribute just under
    50% of total service revenues. Digital Media services such as E-Commerce will drive the next generation non-data service revenues
    for Malaysian telcos.  All
    operators saw significant increase in their data revenue; however, overall non-voice revenues were negatively impacted because
    of sharply declining SMS revenues. "SMS revenue was negatively impacted by the adoption of OTT messenger Apps such as
    WhatsApp and WeChat. In order to promote data adoption, operators rolled-out data bundles with devices and also offered free
    basic data that offered unlimited access to key instant messaging apps. These further sliced out SMS revenues," said
    Mr. Sunder.  "The
Malaysian E-Commerce market is slowly but steadily gaining strong momentum. With strong adoption of smartphones and tablets as
well as mobile internet and broadband, it is going to be over USD6 billion business in next couple of years," said Mr. Sunder.
        The
        development of mobile payment ecosystems and growth in mobile-commerce (m-commerce) urge many E-Commerce companies to
        launch mobile applications and mobile websites. 2  The
    telecommunication industry is expected to continue its growth trajectory at the same pace going forward despite the penetration
    of OTT applications that has been causing disruption to the traditional telecommunication business model with service providers
    seeing a downtrend of users’ minutes of use (MOU) for voice call. In contrast, increased usage of OTT applications has
    also indirectly heightened service provider’s profit in the mobile internet section as it spurs mobile data usage. Apps
    are the core of mobile devices’ functionality judging from the steady upward trend both in apps revenue and downloads
    which indicates a higher demand for mobile internet. Industry vendors such as Ericsson noted that apps reviews and curiosity
    to try out a new app are the main factors that drive users to download apps, especially apps that enable communication.  Data
    consumption per individual in Malaysia averaged 819MB per month in 2014 and is expected to hit 2GB in 2018 according to Ericsson’s
    Mobility Report. This is expected to be driven by the growing consumption of video content especially from YouTube and Facebook
    in particular. In line with this is Cisco’s Visual Networking Index which states video content as one of the fastest
    growing segment of mobile data which takes up 55% of global mobile data traffic in 2014.  In
    view of all the above-mentioned prospects and expansion indicators, the telecommunication industry is looking ahead with various
    ICT and data driven opportunities where new services will emerge to fulfil the digital lifestyle that inevitably forms a significant
    part of the future.  1
                            Malaysia Economic Report 2015/2016
        2
        Digital Media Services Will Drive Next Generation Non-Data Service Revenues for Malaysia Telcos – Frost and Sullivan
        December 8, 2015.  Read
    more: http://www.theborneopost.com/2015/03/16/malaysias-telco-sector-still-likely-to-see-challenges-in-the-medium-term-analysts/#ixzz3n5gZbILzThe   -
6 -    Telecommunication
    Market  Mobile
    connections in Malaysia has long surpassed the 100% mark and was reported to attain 142% 1 as at January 2016; putting
    her as one of the countries in Asia Pacific with penetration rates above 100%. In a statistical report conducted by We Are
    Social, Hong Kong, Vietnam and Singapore attained a mobile connection rate of 178%, 152% and 145% respectively compared to
    their national populations. Prepaid connections still dominated postpaid with 77% and 23% respectively.  Mobile
    broadband connections compared to the total population of Malaysia was 93% as at January 2016 behind Macau, Singapore, Hong
    Kong and Thailand which registered 308%, 143%, 128% and 119% respectively. With a total population of 30.54 million, Malaysia’s
    active internet users stood at 20.62 million, a penetration rate of 68% and mobile connections of 43.43 million (i.e. 142%)
    and active mobile social users of 16 million (a penetration rate of 52%). 1 1Digital
in 2016 – We Are Social Singapore  Mobile
    Virtual Network Operator Market  The
    explosive growth of wireless is one of the most striking aspects of the telecom industry since the 1990s. Demand for low-cost
    and high-value cellular service has been driving the mobile industry towards price wars. As the industry continue to mature,
    Mobile Network Operators (MNO’s) recognize that future growth depends on the pursuit of new markets beyond the conventional
    method of direct acquisition of new subscribers. The growth driven by bundled service offerings with slashed rates is only
    a short-term remedy. A new strategic model through alliances with Mobile Virtual Network Operator (MVNO) offered a far sighted
    solution. The MVNO model is seen as both, a solution as well as an opportunity for MNOs to pursue new markets that present
    sustainable growth and retention.  MVNO’s
    typically do not own a network but lease the network of a service provider that does have a network. An MVNO business consists
    of managing two key relationships; Mobile Network Operator (MNO) and the end-users. MVNO provides mobile services without
    owning spectrum and relies on the MNO network infrastructure. Notably, this business arrangement allows smaller service providers
    to be focused on specific aspects of the mobile business by offering specialized services and enriching the industry service
    offerings through optimization usage of the network infrastructure.  MVNOs
    provide lower operational costs for mobile operators through billing, sales, customer service, marketing, increase revenue
    through new applications, value added services and attractive rates. As such, the opportunity for mobile operators to take
    advantage of MVNOs generally outweighs the competitive threat.  Type
    of MVNO’s  Discount
    Provides
    very low call rates to market segments for example, the foreign workers marketLifestyle
    Focuses on specific
    niche market demographics for example on the high income executives with specific interestsAdvertising-funded
    Earns advertising
    revenue in order to provide free voice, SMS and data to its subscribersEthnic
    Provides services
    to certain ethnic groups in the country. For e.g. XOX caters to the Chinese community in Malaysia, other MVNOs like Lycamobile,
    Lebara, iCard Mobile, Globalcell Mobile and Dialog Vizz who target ethnic communities by providing inexpensive calls to their
    home countryData
    Focuses
    on selling data subscriptions to end-users. Amazon in US and Dell in Japan are Data MVNOs. Merchantrade in Malaysia is a Data
    MVNO.  Examples
of other MVNO’s in Malaysia  Merchantrade
    A
    strong presence in the foreign workers’ in the Malaysia on Celcom networkXOX
    Focus to serve the
    Chinese community offering services riding on Maxis networkRedtone
    Serving the small
    and medium-sized enterprises market segment. A spin-off of Redtone International Bhd riding on MaxisTune Talk
    A lifestyle service
    offering as sister companies Tune Hotels and Tune Money. Operates on Celcom’s networkSmart Pinoy
    A service zooming
    into over 700,000 Filipino migrant workers in Malaysia, a joint venture between Celcom and Philippines Long Distance Telecom
    (PLDT)Tron
    Offering a yearlong
    validity for Tron user community numerous incentives. Rides on DiGi networkMyEvolution
    Malaysia’s
    first Machine-to-Machine (M2M) MVNO service on DiGi network\Tesco
    Affinity program
    via Clubcard (Tesco loyalty card) on Maxis networkSpeakOut
    Targeting students,
    youth, business travelers, tourists, migrant workers and telco-blacklisted individualsBuzz Me
    A prepaid mobile
    services operating on U Mobile targeting the urban young marketFRiENDi
    A joint venture
    between Virgin Mobile Middle East & Africa and Kumpulan Perangsang SelangorAltel
    A
    MVNO under Puncak Semangat, within the Al-Bukhary group, in collaboration with CELCOM. No clear direction or target market.   -
7 -    Plan
                            of operations
        
        OUR
        PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS.
        
        We
        hope to generate additional revenues in the next twelve 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 $4,878 in our operation held for sale as of June 30, 2016; a decrease of about 94% from
    the previous period end of December 31, 2015. 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, 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.  Financing
                            and funding  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 implementing our business plan and building 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 as set out in this report to implement our business plan in respect of developing and integrating
    the MVNO business. The success of our plans 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.  We
    are not currently conducting any research and development activities, other than the continual development of our website.
    We do not anticipate conducting any other research and development 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 and open new office locations.   -
8 -    Results
    of operation.  FOR
    THE THREE MONTHS AND SIX MONTHS PERIOD ENDED JUNE 30, 2016 COMPARED TO THE THREE MONTHS AND SIX MONTHS PERIOD ENDED JUNE 30,
    2015  REVENUES.
        
        For
        the three months period ended June 30, 2016, the Group realized $12,479 in revenue, $11,231 in cost of revenue and no
        sales discount, achieving $1,248 in gross profit from its continuing operations. For the three months ended June 30,2016
        the Group did not realize any revenue, costs of revenue and sales discount and no gross profit from its operations held
        for sale (Note 6).
        
        For
        the three months period ended June 30, 2015, the Group did not realize any revenue, costs of revenue and sales discount
        and no gross profit from its continuing operations. For the three months period ended June 30, 2015, the Group realized
        $5,741 in revenue, $523,282 in cost of revenue and no sales discount, achieving $517,541 in gross loss from its operations
        held for sale (Note 6).
        
        For
        the six months period ended June 30, 2016, the Group realized $33,376 in revenue, $24,849 in cost of revenue and no sales
        discount, achieving $8,527 in gross profit from its continuing operations. For the six months ended June 30,2016 the Group
        did not realize any revenue, costs of revenue and sales discount and no gross profit from its operations held for sale
        (Note 6).
        
        For
        the six months period ended June 30, 2015, the Group did not did not realize any revenue, costs of revenue and sales discount
        and no gross profit from its continuing operations. For the six months period ended June 30, 2015, the Group realized
        $645,121 in revenue, $1,084,346 in cost of revenue and $65,670 in sales discount, achieving $504,895 in gross loss from
        its operations held for sale. (Note 6).  OPERATING
                            EXPENSES.
        
        For
        the three months period ended June 30, 2016, from our continuing operations, we had $1,248 in gross profit and our total
        operating expenses were $57,335, all of which were selling, general and administrative expenses. We also had $53 in other
        income, $77 in finance charges and $40,000 in interest expenses, so that the net loss to our shareholders from continuing
        operations for the three months period ended June 30, 2016 was $96,111. This was in comparison in the three months period
        ended June 30 2015, we had no gross profits and out total operating expenses were $9,787 which were all general and administrative
        expenses. We also had $40,000 in interest expenses so that our net loss to our shareholders from continuing operations
        for the three months period ended June 30, 2015 was $49,787.
        
        We
        had no operation held for sale for the three months period ended June 30, 2016. As a result for the three months period
        ended June 30, 2016 we had a loss of $96,111 to our shareholders before non- controlled interests. This was in comparison
        for the three months period ended June 30, 2015, from our operations held for sale, we had gross loss of $517,541 and
        our total operating costs was $223,245 which were general and administrative expenses. We also had $140,854 in currency
        exchange loss, $80,367 in other income and $90,000 in interest expenses so that our net loss from our operations held
        for sale was $891,273. In total, for the three months ended June 30, 2015, the loss attributable to our shareholders before
        non-controlled interests was $941,060.
        
        For
        the six months period ended June 30, 2016, from our continuing operations, we had $8,527 in gross profit and our total
        operating expenses were $198,383, all of which were selling, general and administrative expenses. We also had $518 in
        other income, $157 in finance charges and $80,000 in interest expenses, so that the net loss to our shareholders from
        continuing operations for the six months period ended June 30, 2016 was $269,495. This was in comparison in the six months
        period ended June 30 2015, we had no gross profits and out total operating expenses were $16,942 which were all general
        and administrative expenses. We also had $80,000 in interest expenses so that our net loss to our shareholders from continuing
        operations for the six months period ended June 30, 2015 was $96,942.
        
        We
had no operation held for sale for the six months period ended June 30, 2016. As a result for the six months period ended June
30, 2016 we had a loss of $269,495 to our shareholders before non- controlled interests. This was in comparison for the six months
period ended June 30, 2015, from our operations held for sale, we had gross loss of $504,895 and our total operating costs was
$960,050 which were general and administrative expenses. We also had $610,431 in currency exchange loss, $70,443 in other income
and $180,000 in interest expenses so that our net loss from our operations held for sale was $2,184,933. In total, for the six
months ended June 30, 2015, the loss attributable to our shareholders before non-controlled interests was $2,281,875.  Liquidity
    and Capital Resources  As
                            at June 30, 2016, the Company had cash and cash equivalents totaling $4,878 and the other current
                            assets consisted of $95,715 in prepayments and deposits, $236,049 in due from a related party and
                            $196,736 in fixed assets. Therefore our total assets was $533,378 as of June 30, 2016. We also had
                            current liabilities of $1,747,695 which were represented by $1,072,442 in other payables and accruals
                            and $675,253 in amounts due to related parties. We also We also had $2,000,000 in long-term shareholders
                            loan as of June 30, 2016, making our total liabilities $3,747,695.
        At
        present the Company does not have sufficient cash resources to provide for all general corporate operations in the foreseeable
        future. The Company will be required to raise additional capital in order to continue and expand its operations in fiscal
        2016.   -
9 -    Going
    Concern  The
    Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction
    of liabilities in the normal course of business. The Company has experienced significant losses from operations in recent
    periods. For the six months ended June 30, 2016 the Company incurred net losses of $269,495 and has accumulated losses of
    $6,041,521 as at June 30, 2016. The Company's ability to continue as a going concern must be considered in light of the problems,
    expenses and complications frequently encountered in developing markets and the competitive environment in which the Company
    operates. The Company is pursuing financing for its operations seeking additional investment in the Group. In addition, the
    Company is seeking to expand its revenue base in its consulting business and in developing the MVNO business in Malaysia.
    Failure to secure such financing, to raise additional equity capital and to expand its revenue based may result in the Company
    depleting its available funds and not being able to pay its obligations. These financial statements do not include any adjustments
    to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification
    of liabilities that may result from the possible inability of the Company to continue as a going concern.  Off
    Balance Sheet Arrangements  As
    of June 30, 2016, there were no off balance sheet arrangements. The Company has no off balance sheet obligations nor guarantees
    and has not historically used special purpose entities for any transactions.   Item
    3.
    Quantitative
    and Qualitative Disclosure About Market Risk.  Quantitative
    and Qualitative Disclosures about Market Risk:  The
    Company is exposed to various market risks, including changes in interest rates. Market risk is the potential loss arising
    from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. The Company does
    not enter into derivatives or other financial instruments for trading or speculative purposes. The Company also has not entered
    into financial instruments to manage and reduce the impact of changes in interest rates and foreign currency exchange rates,
    although we may enter into such transactions in the future.   Item
    4.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures:  Our
    disclosure controls and procedures are designed to ensure that information required to be disclosed in 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 United States Securities and Exchange Commission. Our principal executive and financial
    officer have reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities
    Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form
    10-Q and have concluded that the disclosure controls and procedures were not effective to ensure that material information
    relating to the Company is recorded, processed, summarized, and reported in a timely manner as the Company did not have proper
    staffing of accounting personnel to prepare the accounts in timely manner. However, this deficiency has since been rectified
    as we have now staffed 6 accountants in our accounting department to ensure that our financial reporting will be prepared
    and presented timely. Except for the staffing of the accounting department noted above, there were no significant changes
    in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they
    were evaluated by our principal executive and financial officers.  Changes
    in Internal Controls over Financial Reporting:  There
    have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by
    this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over
    financial reporting.   -
10 -    PART
    II - OTHER INFORMATION   Item
    1.
    Legal
    Proceedings  None.   Item
    2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  None.   Item
    3.
    Defaults
    Upon Senior Securities  None.   Item
    4.
    Submissions
    of Matters to a Vote of Security Holders  None.   Item
    5.
    Other
    Information  None.   -
11 -    Item
    6.
    Exhibits   Exhibit
    No.
    Description
    of Exhibit2.1
    Shareholders’
    Agreement between Good World Investments Limited, Advance Tech Communications Sdn. Bhd. And ATC Marketing Limited(7)2.2
    Sale
    and Purchase Agreement entered by Good World Investments Limited to acquire 5% equity interest in Advance Tech Communications
    Sdn. Bhd. (8)2.3
    Sale
    and Purchase Agreement between Good World Investments Limited and ECE Technologies Sdn. Bhd.(9)2.4
    Sale
    and Purchase Agreement between the Company and Samata Ventures Sdn Bhd and Clixster Sdn Bhd.(10)2.5
    Sale
    and Purchase Agreement between the Company and KR Global Ventures Sdn Bhd.(11)2.6
    Sale
    and Purchase Agreement between the Company and Mohamad Puzi Bin Khalid, and the brand licensing agreement between the Company
    and Mohamad Puzi Bin Khalid(12)3.1
    Articles
    of Incorporation (1)3.1.1
    Certificate
    of Amendment to Articles of Incorporation (2)3.1.2
    Certificate
    of Amendment to Articles of Incorporation, as amended.(3)3.1.3
    Certificate
    of Amendment to Articles of Incorporation, as amended.(4)3.1.4
    Certificate
    of Amendment to Articles of Incorporation, as amended.(5)3.2
    Bylaws
    (1)10.1
    2007
    Stock Incentive Plan(4)31.1*
    Certification
    of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    Certification
    of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
    Certification
    of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    Certification
    of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  1.
    Incorporated by reference
    to our Registration Statement on Form SB-2 as filed with the SEC on April 15, 2003.2.
    Incorporated by reference
    to our Current Report on Form 8-K as filed with the SEC on February 3, 2005.3.
    Incorporated by reference
    to our Registration Statement on Form SB-2 as filed with the SEC on September 26, 2005.4.
    Incorporated by reference
    to our Registration Statement on Form S8 as filed with the SEC on March 8, 2007.5.
    Incorporated by reference
    to our Current Report on Form 8-K as filed with the SEC on April 7, 2014.6.
    Incorporated by reference
    to our Current Report on Form 8-K as filed with the SEC on October 12, 2015.7.
    Incorporated by reference
    to our Current Report on Form 8-K as filed with the SEC on May 26, 2009.8.
    Incorporated by reference
    to our Current Report on Form 8-K as filed with the SEC on February 22, 2011.9.
    Incorporated by reference
    to our Current Report on Form 8-K as filed with the SEC on March 16, 2012.10.
    Incorporated by reference
    to our Current Report on Form 8-K as filed with the SEC on February 6, 2014.11.
    Incorporated by reference
    to our Current Report on Form 8-K as filed with the SEC on January 16, 2014.12
    Incorporated by reference
    to our Current Report on Form 8-K as filed with the SEC on December 16, 2015  * Filed
    herewith.   -
12 -    SIGNATURESPursuant
    to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 34, the registrant has duly caused this report
    to be signed on its behalf by the undersigned, thereunto duly authorized.    Median Group Inca Texas corporation/s/  Andrew Hwan Lee---------------------------------------Andrew Hwan LeeChief
        Executive Officer/s/ Mohd Suhaimi bin Rozali---------------------------------------Mohd Suhaimi bin RozaliChief
        Financial Officer   In
    accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and
    in the capacities and on the dates indicated.  By:
    /s/Dato
    Haji Abdul Fattah Abdullah
    August 19, 2016-----------------------------------------------------Dato Haji Abdul Fattah AbdullahIts:
    Director   By:
    /s/Andrew
    Hwan Lee
    August 19, 2016-----------------------------------------------------Andrew Hwan LeeIts:
    President, Chief Executive Officer, Director   By:
    /s/Ahmad
    Shukri Abdul Ghani
    August 19, 2016-----------------------------------------------------Ahmad Shukri Abdul GhaniIts:
    Director   By:
    /s/ Ching
    Chiat Kwong
    August 19, 2016-----------------------------------------------------Ching Chiat KwongIts:
    Director   By:
    /s/Mohd.
    Suhaimi bin Rozali
    August 19, 2016-----------------------------------------------------Mohd Suhaimi bin RozaliIts:
    Chief Financial Officer, Company Secretary,
    Treasurer   -
13 -