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 September 30, 2017[   ]
    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. --------------------------------------------------------------------- (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.)  Unit
                           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 2714 2020   Fax: +603 2714 2121 --------------------------------------------------------------------- (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 December 15, 2017 was 11,593,899,627 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.  Median
Group Inc. Condensed
Consolidated Financial Statements (Unaudited) (Expressed
In United States Dollars)   Condensed
Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 (Audited)  Condensed
Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016  Condensed
Consolidated Statements of Comprehensive Loss for the three months and nine months ended September 30, 2017 and 2016  Condensed
Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2017  Condensed
Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016  Notes
to Condensed Consolidated Financial Statements      F-1     MEDIAN
        GROUP INC
        CONDENSED
        CONSOLIDATED BALANCE SHEETSAS
    OF SEPTEMBER 30, 2017 AND DECEMBER 31, 2016  September
                           30
        2017
    
    December
                           31
        2016Notes
    
    (Unaudited)
    
    (Audited)US$
    
    US$ASSETSCurrent assets:Cash and cash equivalents
    
    
    24,286
    
    797,230Accounts receivables
    
    
    32,307
    
    -Prepayments and deposits
    
    
    153,180
    
    113,981Amounts due from related parties
    8
    
    1,075,359
    
    2,229Total current assets
    
    
    1,285,132
    
    913,440Non-current assets:Intangible assets - goodwill
    
    
    541,307
    
    -Property and equipment
    4
    
    42,433
    
    -583,740
    
    -Total assets
    
    
    1,868,872
    
    913,440LIABILITIES AND
    STOCKHOLDERS' DEFICITSCurrent liabilities:Accounts payable
    
    
    63,397
    
    -Other payables and accruals
    7
    
    750,041
    
    651,880Amounts due to related parties
    8
    
    973,665
    
    806,812Total current liabilities
    
    
    1,787,103
    
    1,458,692Long-term debts:Shareholder loan
    9
    
    2,000,000
    
    2,000,000Total non-current liabilities
    
    
    2,000,000
    
    2,000,000Total liabilities
    
    
    3,787,103
    
    3,458,692Commitments and contingencies
    12Stockholders'
    equity:Common stock, no
    par value, 85,000,000,000 shares authorized, 11,593,899,627   (2016: 11,427,232,960) shares issued and outstanding
    5
    
    4,728,563
    
    4,095,230Accumulated deficits
    
    
    (6,655,780)
    
    (6,519,665)Accumulated other comprehensive income
    
    
    (108,748)
    
    (120,817)Total Median Group
    Inc. stockholders' deficits
    
    
    (2,035,965)
    
    (2,545,252)Non-controlling interest
    
    
    117,734
    
    -Total stockholders’ deficits
    
    
    (1,918,231)
    
    (2,545,252)Total
    liabilities and stockholders’ deficits
    
    
    1,868,872
    
    913,440   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 NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016(UNAUDITED)  Three
                    Months Ended
        September
        30
    
    Nine
                    Months Ended
        September
        302017
    
    2016
    
    2017
    
    2016US$
    
    US$
    
    US$
    
    US$Net Revenue
    
    
    23,479
    
    7,350
    
    358,534
    
    40,726Cost of revenue
    
    
    (63,287)
    
    (6,615)
    
    (240,460)
    
    (31,464)Gross (loss)
    profit
    
    
    (39,808)
    
    735
    
    118,074
    
    9,262Operating expenses:Administration
    expenses
    
    
    (94,448)
    
    (158,691)
    
    (187,563)
    
    (357,074)Selling and distribution
    expenses
    
    
    -
    
    -
    
    -
    
    -Total operating
    expenses
    
    
    (94,448)
    
    (158,691)
    
    (187,563)
    
    (357,074)Operating loss
    from operations
    
    
    (134,256)
    
    (157,956)
    
    (69,489)
    
    (347,812)Other income
    (expenses)Other
    income
    
    
    28,776
    
    223
    
    79,615
    
    741Finance
    charges
    
    
    (34)
    
    (35)
    
    (114)
    
    (192)Interest
    expenses
    
    
    (40,000)
    
    (40,000)
    
    (120,000)
    
    (120,000)Loss before taxation
    
    
    (145,514)
    
    (197,768)
    
    (109,988)
    
    (467,263)Recovery of tax
    
    
    -
    
    -
    
    19
    
    -Net
    loss
    
    
    (145,514)
    
    (197,768)
    
    (109,969)
    
    (467,263)Less:
    net (loss) income attributable to non-controlling interests
    
    
    (47,209)
    
    (44,825)
    
    26,146
    
    (115,584)Net
    loss attributable to Median Group Inc.
    
    
    (98,305)
    
    (152,943)
    
    (136,115)
    
    (351,679)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 *
    
    
    11,593,899,627
    
    11,307,232,960
    
    11,493,167,026
    
    11,307,232,960   *
    Weighted
    average number of shares used to compute basic and diluted loss per share for the three months and nine months ended September
    30, 2017 and 2016 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 NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016(UNAUDITED)   Three
                                         Months Ended
        September
        30
    
    Nine
                                         Months Ended
        September
        302017
    
    2016
    
    2017
    
    2016Note
    
    US$
    
    US$
    
    US$
    
    US$Net
    loss
    
    
    (145,514)
    
    (197,768)
    
    (109,969)
    
    (467,263)Other comprehensive
    income, net of taxForeign
    currency translation gain
    
    
    13,364
    
    56
    
    15,239
    
    3,107Total comprehensive
    loss
    
    
    (132,150)
    
    (197,712)
    
    (94,730)
    
    (464,156)Less:
    net (loss) income attributable to non-controlling interests
    
    
    (47,209)
    
    (44,825)
    
    26,146
    
    (115,584)Less:
    other comprehensive income attributable to non-controlling interests - foreign currency translation income
    
    
    2,004
    
    33
    
    3,170
    
    6,655Total
    comprehensive loss attributable to Median Group Inc.
    
    
    (86,945)
    
    (152,920)
    
    (124,046)
    
    (355,227)   The
accompanying notes are an integral part of these condensed consolidated financial statements.   F-4     MEDIAN
    GROUP INCCONDENSED
    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYFOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2017(UNAUDITED)   Number
    of Shares
    
    Common
    Stock Amount
    
    Accumulated
    Other Comprehensive (Loss) Income
    
    Accumulated
    Deficits
    
    Non-controlling
    Interest
    
    Total
    Stockholders' (Deficits) EquityUS$
    
    US$
    
    US$
    
    US$
    
    US$Balance at January 1, 2017 (Audited)
    
    11,427,232,960
    
    4,095,230
    
    (120,817)
    
    (6,519,665)
    
    -
    
    (2,545,252)Issue of shares
    
    166,666,667
    
    633,333
    
    -
    
    -
    
    88,418
    
    721,751Other comprehensive income - foreign currency
    translation gain
    
    -
    
    -
    
    12,069
    
    -
    
    3,170
    
    15,239Net income (loss) for the period
    
    -
    
    -
    
    -
    
    (136,115)
    
    26,146
    
    (109,969)Balance at September 30, 2017
    
    11,593,899,627
    
    4,728,563
    
    (108,748)
    
    (6,655,780)
    
    117,734
    
    (1,918,231)  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 NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016(UNAUDITED)   Nine
                    Months Ended
        September
        302017
    
    2016US$
    
    US$Cash flows from
    operating activities:Net (loss)
    
    
    (109,969)
    
    (467,263)Adjusted for non cash items:Depreciation
    
    
    2,960
    
    3,651(107,009)
    
    (463,612)Changes in asset and liabilities(Increase)/decrease in assetsAccounts receivables
    
    
    (30,558)
    
    6,970Prepayments and deposits
    
    
    164,825
    
    9,409Amount due from a related
    party
    
    
    (901,731)
    
    (81,296)Increase/(decrease) in liabilities:Accounts payable
    
    
    61,251
    
    20,689Other payables and accruals
    
    
    (228,913)
    
    248,422Net cash used in
    operating activities
    
    
    (1,042,135)
    
    (259,418)Cash flows used
    in investing activitiesPurchase of fixed assets
    
    
    -
    
    (193,628)Net cash used in
    investing activities
    
    
    -
    
    (193,628)Cash flows from
    financing activities :Cash acquired
    on acquisition of subsidiary
    
    
    87,099
    
    -Amounts due to related
    parties
    
    
    166,853
    
    376,851Net cash from financing
    activities
    
    
    253,952
    
    376,851Effect of exchange rate in comprehensive income
    
    
    15,239
    
    3,107Net decrease in cash and cash equivalents
    
    
    (772,944)
    
    (73,088)Cash and cash equivalents - net, beginning
    
    
    797,230
    
    77,164Cash and cash equivalents - net, ending
    
    
    24,286
    
    4,076Supplemental disclosure of cash flow information:Interests paid
    
    
    -
    
    -Income tax paid
    
    
    -
    
    -Supplemental disclosure of non-cash investing
    and financing activities:Issuance of shares for the acquisition of subsidiary
    
    
    633,333
    
    -  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. (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.  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 in exchange of 10,193,609,664 shares of common stock of the Company. CMSB is a mobile virtual network
provider and principally engaged in providing cellular and mobile broadband services in Malaysia. CMSB was treated as the acquirer
for accounting purpose since the original stockholders of CMSB owned a majority (85%) of the shares of the Company’s common
stock immediately following the completion of the transaction. CMSB was the legal acquiree but deemed to be the accounting acquirer.
The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements
prior to the acquisition are those of the accounting acquirer (CMSB). Historical stockholders’ equity of the acquirer prior
to the merger are retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. Operations
prior to the merger are those of the acquirer. After completion of the transaction, the Company’s consolidated financial
statements include the assets and liabilities, the operations and cash flow of the Company and its subsidiaries.  During
the year, on July 28, 2015, the Company disposed of its 63.2% of CMSB to refocus the business of the Group to sell post-paid rather
than prepaid telecom services for the mobile network virtual operator (“MNVO”) operation, with a gain of approximately
$5 million.  As
announced in a Form 8-K on December 16, 2015 on December 11, 2015 the Company acquired 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. NIMC has an exclusive agreement with MyAngkasa Holdings Sdn. Bhd. (“MyAngkasa”) for the provision
of telecom services to members of the National Cooperative Malaysia Bhd and known as Angkatan Koperasi Kebangsaan Malaysia Berhad
(“Angkasa”). Further details can be found in Note 13 of the financial statements enclosed herein this report. The
Company intends to focus on post-paid customers in working with Angkasa. Our director Ahmad Shukri Abdul Ghani is a 30% shareholder
of NIMC. MyAngkasa is a shareholder of the Company holding 50 million shares or about 0.44% of the issued share capital of the
Company.  In
October 2016, the Company raised $1,320,000 from independent third parties by issuing 120,000,000 shares at $0.011 per share.
This fund raised was used for working capital.  On
December 2, 2016, the Company disposed its 51% interest in NIMC for a fair market value of RM1,000,001 or about US$224,574 to
a company owned by directors of the Company, and realized a gain of $194,947. On or about the same date, our subsidiary company,
Median Digital Sdn. Bhd (formerly Grid Mobile Sdn. Bhd.) (“MDSB”) entered into a Master Distribution Agreement with
NIMC whereby NIMC would appoint MDSB to be its preferred distributor of its mobile products and services in Malaysia for two years.
Under this Master Distribution Agreement, MDSB would need to pay a refundable deposits of RM3,000,000 or about $668,747 to NIMC
and MDSB would not procure, engage or appoint any other company that offers the same services as NIMC.  On
June 15, 2017 the Company acquired 51% equity interest in GNS Technology (M) Sdn. Bhd. (“GNS Malaysia”) by the issuance
of 166,666,667 new shares in the Company. GNS is engaged in the provision of network design, construction and maintenance services
for fibre optics backbone and Fiber-to-the-Home (FTTH”) broadband services. Pursuant to the acquisition agreement, the Vendors
are entitled to an additional consideration of US$1,500,000 provided that GNS Malaysia accumulated audited profits record at least
US$3,000,000 for the 5 year period from December 31, 2017 to December 31, 2022. The additional consideration shall be paid by
the issuance of new shares in the Company at a price equal to the higher of (i) US$0.006 per share and (ii) the 20 days average
closing share price immediately prior to the parties agreeing on the accumulated audited profits stated above.  The
principal activities of GNS Malaysia are provision of network design, construction and maintenance services for fiber optics backbone
and Fiber-to-the-Home (FTTH) broadband services. Currently GNS Malaysia is currently engaged in the provisioning of the design
and construction of network monitoring center in Malaysia. The goodwill arising on the acquisition of GNS Malaysia is $541,307.
The management believes that based on the business plans and the forecasted results of the GNS Malaysia that the goodwill will
not need to provide for any diminution in value. On
acquisition, GNS had $45,393 in fixed assets of, $1,749 in trade receivables, $87,099 in cash, $204,024 in prepayments and deposits
and $171,399 in amounts due from related party for a total assets of $509,664; GNS also had $2,129 in trade payables and $327,091
in advance revenue for a total liabilities of $329,220 and a net assets of $180,444.   NOTE
    2
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS  Basis
    of PresentationThe
                    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, 2016. 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,
                    2016 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 September 30, 2017 include the financial statements of the
    Company and its wholly owned subsidiaries Alpha Sunray Sdn. Bhd and Median Digital Sdn. Bhd (formerly Grid Mobile Sdn. Bhd.)
    and also include 51% equity interest subsidiary GNS Technology (M) Sdn. Bhd. from the date of acquisition on June 15, 2017.  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 September 30, 2017 and 2016 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.  Property
    and EquipmentProperty
        and equipment is stated at costs. Depreciation are computed using the straight-line method over the estimated economic
        useful lives as follows: Office equipment
    and computers
	5 yearsMotor
        vehicle
	5 years Expenditure
        for maintenance and repairs is expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference.  Intangible
Assets  The
Company evaluates intangible assets for impairment, at least on an annual basis and whenever events or changes in circumstances
indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets,
other long-lived assets and, goodwill is measured by comparing their net book value to the related projected undiscounted cash
flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market
trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset
is considered impaired, and a second test is performed to measure the amount of impairment loss  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 our branded 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.  Network
    design services income is recognized as revenue when the services has been substantially provided..  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 September 30, 2017.  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 TranslationThe
        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 September 30, 2017, the comprehensive loss was $108,748.  Recently
    Issued Accounting PronouncementsThe
        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 September 30, 2017, the Company has incurred an accumulated deficits totaling $6,655,780 and its current liabilities
    exceed its current assets by $501,971. 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
    PROPERTY
    AND EQUIPMENT, NET  Property
    and equipment is summarized as following:  September
                           30
        2017
    
    December
                           31
        2016US$
    
    US$CostFurniture, fixtures
    and equipment
    
    23,043
    
    -Motor vehicle
    
    25,392
    
    -48,435
    
    -Accumulated depreciation
    
    (6,002)
    
    -Balance at end of period
    
    42,433
    
    -  NOTE
    5
    STOCKHOLDERS’
    EQUITY  Common
    StockOn
                                         October 17, 2016, the Company issued 120,000,000 shares of the Company to 3 independent
                                         parties at a price of $0.011 per share to raise a total cash proceed of approximately
                                         $1,320,000. The proceeds for this placement shall be used for working capital of the
                                         Company.
        
        On
        June 15, 2017 the Company issued 166,666,667 shares at the then market price of $0.0038 per share for a total share consideration
        of 633,333 to satisfy the consideration for acquiring 51% equity interest in GNS Technology (M) Sdn. Bhd.As
    of September 30, 2017, the Company had a total of 11,593,899,627 shares of its common stock issued and outstanding.  NOTE
    6
    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 PlanOn
    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 years 2007 to 2013, the Company had issued a total of 6,522,309 shares to its staff and consultants for their service
    provided.  During
    the years from 2014 to September 30, 2017, the Company did not issue any share options under the 2007 Plan.  As
                            at September 30, 2017 and December 31, 2016, there were i) no outstanding stock options and ii) 31,877,691
                            shares available to be issued under the 2007 Plan.
        
        In
        October 2017, the 2007 Stock Incentive Plan expired together with all the then shares available for issue.   F-11     MEDIAN GROUP INCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   NOTE
    7
    OTHER
    PAYABLES AND ACCRUALS  Other
    payables and accruals consist of the following:  September
                           30
        2017
    
    December
                           31
        2016US$
    
    US$Potential tax penalty liability
    
    410,000
    
    410,000Other payables and accruals
    
    340,041
    
    241,880750,041
    
    651,880  NOTE
    8
    AMOUNTS
    DUE FROM (TO) RELATED PARTIES  September
        30
        2017
    
    December
                    31
        2016US$
    
    US$Amounts due from
    related parties:- Trade
    
    -
    
    -- Non-trade
    
    1,075,359
    
    2,2291,075,359
    
    2,229Amounts due to related
    parties:- Trade
    
    -
    
    -- Non-trade
    
    (973,665)
    
    (806,812)(973,665)
    
    (806,812) The
                                    non-trade receivables due from related parties which the two of our directors have interests,
                                    is non-secured, non-interest bearing and repayable on demand. The funds were advanced to the
                                    related parties in respect of paying a deposits under the Master Distribution Agreement (Note
                                    10(3)).
        
        The
        non-trade receivable amount due from a related party, a director of the Company, is unsecured, non-interest bearing and
        repayable on demand.
        
        The
        amounts due to related parties are unsecured, non-interest bearing and repayable on demand. Imputed interest on these
        amounts is considered insignificant.   NOTE
    9
    SHAREHOLDER
    LOANSeptember
                                    30
        2017
    
    December
    31 2016US$
    
    US$Shareholder
    loan
    
    2,000,000
    
    2,000,000This
    long term shareholder loan is due to a shareholder of the Company. This loan is unsecured and repayable on November 25, 2018,
    and bears interest of 8% per annum. The accrued interest for the nine months ended September 30, 2017 was $120,000 (2016:
    $120,000).   NOTE
    10
    RELATED
    PARTY TRANSACTIONS  1.
    For
                           the nine months period ended September 30, 2017, the Company paid no remuneration (2016: NIL) to its
                           directors and its officers for their services provided to the Company.2.
    During
                           the period a Group subsidiary provided consulting services amount to USD23,479 to a company owned and
                           controlled by our directors.3.
    In
                           early December 2016, the Company entered into a Master Distribution Agreement with a company beneficially
                           owned by two of our directors. Pursuant to the agreement, the Company would pay a refundable deposit
                           of RM3 million or about US$677,000 to be the preferred distributor of telecom products and services
                           (including access to the MVNO platform) in the territory of Malaysia for a period of two years. The
                           Company may receive certain rebates if it achieves sales of over RM10 million (about US$2,257,000)
                           for each anniversary year, and such rebates shall vary by products and services to be agreed by the
                           parties.   F-12     MEDIAN GROUP INCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   NOTE
    11
    INCOME
    TAXES  No
                                         provision was made for income tax for the nine months ended September 30, 2017 and 2016,
                                         since the Company and its subsidiaries had significant net operating loss. In the nine
                                         months ended September 30, 2017 and 2016, the Company and its subsidiaries incurred net
                                         losses for tax purposes of approximately $109,969 and $467,263, respectively. Total net
                                         operating losses carry forward as at September 30, 2017 and 2016, (i) for Federal and
                                         State purpose were $12,261,959 and $11,859,918, respectively and (ii) for its entities
                                         outside of the United States $49,679 and $387,185. 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 September 30, 2017 and December 31, 2016 was approximately $5,061,841 and $5,170,610 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 Malaysia statutory rate and the Group's provision for income tax
        is as follows:  2017
    
    2016Malaysia statutory rate
    
    24%
    
    25%Tax allowance
    
    -
    
    -Valuation allowance - Loss carryforward under
    Malaysia rate
    
    (24%)
    
    (25%)Provision for income tax
    
    -
    
    -   NOTE
    12
    COMMITMENTS
    AND CONTINGENCIES  The
    Company’s commitments and contingencies are set out below as follows:-  1.The
                                         Company has operating lease of its corporate office in Malaysia for 3 years ending April
                                         1, 2019. The annual lease is RM406,998 (approximately US$90,720).  2.Pursuant
                                         to the acquisition of 51% equity interest in GNS Technology (M) Sdn. Bhd. (“GNS
                                         Malaysia”), the Company shall pay the vendors an additional consideration of US$1,500,000
                                         provided that GNS Malaysia accumulated audited profits record at least US$3,000,000 for
                                         the 5 year period from December 31, 2017 to December 31, 2022. The additional consideration
                                         shall be paid by the issuance of new shares in the Company at a price equal to the higher
                                         of (i) US$0.006 per share and (ii) the 20 days average closing share price immediately
                                         prior to the parties agreeing on the accumulated audited profits stated above.   NOTE
    13
    SUBSEQUENT
    EVENTS  The
                            Company evaluated subsequent events through the date the financial statements were issued and filed
                            with this Form 10-Q. There were no subsequent events that required recognition or disclosure.   F-13     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
    September 30, 2017.   -
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 2016. 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. Previously we were in discussion with a
    Malaysia Telecom operator on rolling out our MVNO services. However, these discussions have been terminated during the period,
    and we are now exploring other operating structures for our telecom and digital services.  On
June 15, 2017 the Company acquired 51% equity interest in GNS Technology (M) Sdn. Bhd. (“GNS Malaysia”) by the issuance
of 166,666,667 new shares in the Company. GNS is engaged in the provision of network design, construction and maintenance services
for fibre optics backbone and Fiber-to-the-Home (FTTH”) broadband services. Pursuant to the acquisition agreement, the Vendors
are entitled to an additional consideration of US$1,500,000 provided that GNS Malaysia accumulated audited profits record at least
US$3,000,000 for the 5 year period from December 31, 2017 to December 31, 2022. The additional consideration shall be paid by
the issuance of new shares in the Company at a price equal to the higher of (i) US$0.006 per share and (ii) the 20 days average
closing share price immediately prior to the parties agreeing on the accumulated audited profits stated above.  At
    the date of this report, the Group will mainly concentrate on its Telecommunications and Mobile Business Unit and the network
    design and construction business. The Group will terminate and streamline its adverting business unit and product services
    unit until a viable business opportunity is available. During this three months period ended September 30, 2017, the revenue
    generated from the newly acquired network design, construction and maintenance service for broadband services was $23,479.
    The revenue generated from the telecom services and the newly acquired network design, construction and maintenance service
    for broadband services during the nine months period ended September 30, 2017 was $6,120 and $352,414, respectively.  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 -     2017
                            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
                            December 2016, we signed a Master Distribution Agreement with our then 51% subsidiary, Naim Indah
                            Mobile Communications Sdn. Bhd. (“NIMC”) for us to sell telecom services on NIMC’s
                            MVNO telecom platform. As a result of the Master Distribution Agreement, we determined to concentrate
                            on the provision of services rather than the running of the MVNO Platform ourselves, and in December
                            2016 we sold NIMC to a company owned by two of our directors. In the first 3 quarters of 2017, we
                            derived $6,120 in telecom services and no revenue in the last quarter just then ended. Given the competitive
                            telecom services market, we have scaled back our telecom services division until we can identify a
                            niche market we can compete in. In the meantime, our newly acquired network design, construction and
                            maintenance service recorded a revenue of $23,479 for this quarter ended September 30, 2017 and a
                            total of $352,414 since the acquisition on June 15, 2017. We will continue to pursue the sale of telecom
                            services and concentrate on postpaid customers, where the margins are higher, through our partner
                            networks.
        
        A
        more thorough discussion on becoming a digital service provider and infrastructure provider are discussed below.  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 past 3 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: Digital Service Provider  While
MVNO remains as its business focus, the Company would now focus on developing its Next Generation Intelligent Network (NGIN) and
Business Support System (BSS) as a platform to support White Label MVNO businesses. This platform is aimed to provide a leading-edge
telecommunication services as part of our Digital Services eco-system alongside the financial technology (“fintech”)
solutions vis-a-vis an integrated mobile payment equipped with virtual account and digital wallet connected to membership, debit,
prepaid and/or credit cards.  Our
    Mission Critical System  The
NGIN and BSS systems are 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 some 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. The SAP B1 system provides a complete visibility and better control help us 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 provider. We expect to
    complete the deployment of these systems by the end of Q2.  Infrastructure
Provider  The
principal activities of GNS are provision of network design, construction and maintenance services for fiber optics backbone and
Fiber-to-the-Home (FTTH) broadband services. The
telecommunications industry comprised of many types of companies at different levels within the industry, all making products
and/or providing a service to supply local and long distance telephone service, internet service, and new technologies (including
VoIP, CATV, HDTV, and security) to the end users (residential, business, and institutional). A
large portion of the telecommunications industry is comprised of equipment manufacturers (switch, router, and network component
companies) producing products that make and/or route connections from point-to-point via a central office location. Whether these
products are used in networks supporting wired or wireless applications, the ultimate goal for equipment manufacturers is to produce
an efficient, cost effective, and reliable product to support network service providers. Solution
providers is another level of the telecommunications industry which is large in size. In this segment, companies source, develop,
and implement the network infrastructure that ‘service providers’ will use to supply communication connections to
the end users. As a segue between component manufacturers and service providers, solutions providers greatly influence network
structures, protocols, and the successful implementation of emerging technologies. The
other large segment of the telecommunications industry is service providers. This market is focused on providing communications,
in one form or other, to the end users. For most people, this segment is viewed as the face of the industry, delivering the final
product/service that the equipment manufacturers and solutions providers support. The most common applications for this segment
are premises networks, LAN (local area networks), WAN (wide area networks), and wireless networks. GNS’s
offerings are that of connectivity at multiple levels of the telecommunications industry ranging from standard cable assemblies
and loopbacks for the equipment manufacturing segment to optical drop cables to support service provider networks.  -
5 -     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.   Industry
Overview and Competition Telecommunication
Market  Asia
                            Pacific
        
        Asia
        Pacific has been the biggest contributor to global subscriber growth in recent years and still has considerable room for
        growth over the rest of the decade. As of the end of 2016, there were 2.7 billion unique subscribers in Asia Pacific,
        accounting for two thirds of the region’s population. More than half the world’s mobile subscribers live in
        Asia Pacific - mostly in China and India.
        
        Over
        the last few years there has been a dramatic shift towards higher speed mobile technology in Asia Pacific. In 2016, mobile
        broadband (3G and above) became the dominant technology, accounting for just over half of total connections across the
        region, up from 20% in 2012. 2016 was also the year 4G connections overtook 3G connections.
        
        Other
        previously ‘laggard’ 4G markets such as Malaysia, Indonesia, Myanmar, the Philippines and India are now beginning
        to see an accelerating migration to 4G, driven by ongoing network investment by mobile operators, increased competition,
        falling device prices and growing consumer appetite for higher speed mobile. Overall in the region, 4G will account for
        48% of total connections by 2020.
        
        As
        smartphone adoption continues to rise in the region (just over half of total connections were smartphones at the end of
        2016) and as more users come online, an increasing range of mobile services are being consumed, including video, social
        media, e-commerce and financial services.1
        
        For
        the period ending January 2018 within the South East Asia nations, mobile connections as against the country’s population
        was led by Indonesia with a penetration rate of 157% followed by Vietnam (153%), Singapore (150%), Thailand (135%) and
        Malaysia (133%). On the other hand, mobile broadband penetration was highest in Singapore (150%) and followed by Thailand
        (134%), Malaysia (107%) Indonesia (84%) and Philippines (65%) with the worldwide average at 63%.3
        
        On
        mobile social media penetration, Singapore was ahead with 75% with Malaysia and Thailand closing in at 69%, 67% respectively.
        They were followed by Philippines (59%), Vietnam (52%) and Indonesia (45%) with the worldwide average at 39%.
        
        Meanwhile,
        Thailand led the mobile banking penetration rate with 56% followed by Singapore and Malaysia (47% each), Vietnam (30%),
        Philippines (28%) and Indonesia (27%)
        
        The
        active M-commerce countries were Thailand with a penetration rate of 52%, Malaysia (40%), Singapore (39%), Vietnam (33%)
        and Indonesia (31%).4
        
        Malaysia
        
        The
        information and communication subsector continued to record a strong growth of 8.7% during the first six months of 2016
        (January - June 2015: 9.4%). The communication segment remained as the major contributor to growth, sustaining its pace
        at 10.1% (January - June 2015: 10.1%) following new and expansion of internet-based applications as well as enhanced data
        plans. This was supported by growing number of information and communications technology (ICT) devices as well as continuous
        initiatives to enhance network coverage and communication access. Growth of the subsector was partly driven by infrastructure
        expansion to cater for the rising demand for reliable and high-speed internet, including 4G Long Term Evolution (LTE)
        network and fiber optic.2  In
                            the third quarter of 2017 (3Q2017), mobile-cellular penetration rate was at 131.8% (2Q2017: 133.7%)
                            with 34.1 million (2Q2017: 33.4 million) mobile broadband subscriptions. There were 32.4 million (2Q2017:
                            33.0 million) prepaid subscriptions and 10.0 million (2Q2017: 9.8 million) postpaid subscriptions.5  1 The Mobile Economy Asia Pacific 2017 - GSMA
        2 Bank Negara Malaysia Annual Report 2016
        3 Digital in 2018 : Global Overview - we are social & Hootsuite
        4 Digital in 2018 : Southeast Asia - we are social & Hootsuite
        5 Malaysian Communications and Multimedia Commission - Communications and Multimedia : Facts and Figures 3Q
        2017   -
6 -     Fibre
Internet in Malaysia  Fiber
internet represents a faster broadband than practically any other type of broadband in Malaysia. “Faster” means that
more data transfers per second than other types of broadband services. Essentially, fibre optic technology converts electrical
signals that carry data into light, which are transferred via hair-thin glass cables. Fiber also supports simultaneous access
to internet, voice and television connections.  Fibre-optics
is a fairly recent development worldwide and particularly in Malaysia. It is available to limited areas because of the infrastructure
required. In Malaysia, it is typically known as Fibre to the Home (FTTH), and it is replacing ADSL in urban centres, bringing
with it a shift to 24-month package contracts typical of a UK or US internet provider.  Fiber
internet services in Malaysia typically provide speeds ranging from 5 Mbps to 100 Mbps. Companies offering FTTH include Time dotCom,
Telekom Malaysia’s UniFi and Maxis among others. The fibre options are typically much faster than the ADSL and Wireless
Broadband options. However, fibre broadband in Malaysia is still not as fast as some fibre broadband options in the United States,
like Google Fibre, which offers up to 1 Gbps.  In
the third quarter of 2017 (3Q2017), household broadband penetration rate is 84.5% (2Q2017:83.7%) with 2.5 million fixed broadband
subscriptions. 1  1
Malaysian Communications and Multimedia Commission - Communications and Multimedia : Facts and Figures 3Q 2017   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.We
    have cash and cash equivalents of $24,286 as of September 30, 2017; a decrease of about 97% from the previous period end of
    December 31, 2016. In the opinion of management, the current 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
    digital service provider and infrastructure provider. 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.   -
7 -     Results
    of operation.  FOR
    THE THREE MONTHS AND NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2017 COMPARED TO THE THREE MONTHS AND NINE MONTHS PERIOD ENDED
    SEPTEMBER 30, 2016  REVENUES.
        
        For
        the three months period ended September 30, 2017, the Group realized $23,479 in revenue, $63,287 in cost of revenue, achieving
        $39,808 in gross loss from its operations. For the three months ended September 30, 2016 the Group realized $7,350 in
        revenue, $6,615 in cost of revenue, achieving $735 in gross profit from its operations. The Company derived revenue of
        $23,479 from network design services for the three months ended September 30, 2017 as compared to $7,350 in telecom services
        for the three months ended September 30, 2016.
        
        For
        the nine months period ended September 30, 2017, the Group realized $358,534 in revenue, $240,460 in cost of revenue,
        achieving $118,074 in gross profit from its operations. For the nine months ended September 30, 2016 the Group realized
        $40,726 in revenue, $31,464 in cost of revenue, achieving $9,262 in gross profit from its operations. The Company derived
        revenue of $6,120 from telecom services and $352,414 from network design services for the nine months ended September
        30, 2017 as compared to $40,726 in telecom services for the nine months ended September 30, 2016.  OPERATING
                            EXPENSES.
        
        For
        the three months period ended September 30, 2017, we had $39,808 in gross loss and our total operating expenses were $94,448,
        all of which were selling, general and administrative expenses. We also had $28,776 in other income, $34 in finance charges,
        and $40,000 in interest expenses so that the net loss to our shareholders from our operations for the three months period
        ended September 30, 2017 was $145,514. This was in comparison in the three months period ended September 30 2016, we had
        $735 in gross profit and our total operating expenses were $158,691 all of which were selling, general and administrative
        expenses. We also had $223 in other income, $35 in finance charges, and $40,000 in interest expenses, so that the net
        loss to our shareholders from our operations for the three months period ended September 30, 2016 was $197,768.
        
        For
        the nine months period ended September 30, 2017, we had $118,074 in gross profit and our total operating expenses were
        $187,563, all of which were selling, general and administrative expenses. We also had $79,615 in other income, $114 in
        finance charges, $120,000 in interest expenses and $19 in recovery of taxation, so that the net loss to our shareholders
        from our operations for the nine months period ended September 30, 2017 was $109,969. This was in comparison in the nine
        months period ended September 30 2016, we had $9,262 in gross profit and our total operating expenses were $357,074, all
        of which were selling, general and administrative expenses. We also had $741 in other income, $192 in finance charges,
        and $120,000 in interest expenses, so that the net loss to our shareholders from our operations for the nine months period
        ended September 30, 2016 was $467,263.  Liquidity
    and Capital Resources  As
                            at September 30, 2017, the Company had cash and cash equivalents totaling $24,286 and the other current
                            assets consisted of $32,307 in accounts receivables, $153,180 in prepayments and deposits, $1,075,359
                            in due from related parties, $541,307 in goodwill and $42,433 in property and equipment. Therefore
                            our total assets was $1,868,872 as of September 30, 2017. We also had current liabilities of $1,787,103
                            which were represented by $63,397 in accounts payables, $750,041 in other payables and accruals and
                            $973,665 in amounts due to related parties. We also had $2,000,000 in long-term shareholder loan as
                            of September 30, 2017, making our total liabilities $3,787,103.
        
        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
        2017.   -
8 -     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 nine months ended September 30, 2017 the Company incurred net loss of $109,969 and has accumulated losses
    of $6,655,780 as at September 30, 2017. 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, the developing the digital services
    business and the newly acquired network design and maintenance services for fiber optics backbone and Fiber-to-the-Home broadband
    services. 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 September 30, 2017, 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.   -
9 -     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.      -
10 -     Item
    6.
    Exhibits   Exhibit
    No.
    Description
    of Exhibit2.1
    Sale and Purchase Agreement between GNS Technology
    Co. Ltd, Kim Chul Woo, GNS Technology (M) Sdn. Bhd. and Median Group Inc.(7)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.(5)3.1.4
    Certificate
    of Amendment to Articles of Incorporation, as amended.(6)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 June 5, 2017.  * Filed
    herewith.         -
11 -     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
    March
                           23, 2018-----------------------------------------------------Dato Haji Abdul Fattah AbdullahIts:
    Director   By:
    /s/Andrew
    Hwan Lee
    March
                           23, 2018-----------------------------------------------------Andrew Hwan LeeIts:
    President, Chief Executive Officer, Director   By:
    /s/Ahmad
    Shukri Abdul Ghani
    March
                           23, 2018-----------------------------------------------------Ahmad Shukri Abdul GhaniIts:
    Director   By:
    /s/Mohd.
    Suhaimi bin Rozali
    March
                           23, 2018-----------------------------------------------------Mohd Suhaimi bin RozaliIts:
    Chief Financial Officer, Company Secretary,
    Treasurer    -
12 -