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 March
    31, 2014[  ]
    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. (Formerly
Clixster Mobile 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.)  Level
                           7, Tower 7, Avenue 5, The Horizon Bangsar South, No.8 Jalan Kerinchi,
        59200,
        Kuala Lumpur, Malaysia
    --------------------------------------------------------------------------
    ----------------------------(Address of Company's principal executive
    offices)
    (Zip Code)  Tel:
+603 2242 3995    Fax: +603 2242 4317 --------------------------------------------------------------------- (Company's
Telephone Number, Including Area Code)  CLIXSTER
MOBILE GROUP INC. No.
18-2, Jalan Sri Hartamas 8, Taman Sri Hartamas 50480
Kuala Lumpur, Malaysia  CHINA
MEDIA GROUP CORPORATION No.
55 Jalan Snuker 13/28, Tadisma Business Park, Section
13, 40100 Shah Alam, Selangor Malaysia (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, 2015 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", "CHMD", and "the Company" mean Median Group Inc.
    (formerly known as Clixster Mobile Group Inc. with effect from April 3, 2014 and prior to that date China Media Group Corporation)
    and its subsidiaries unless otherwise indicated.    -
1 -    PART I  Item 1.
    Condensed Consolidated Financial Statements    Median
Group Inc.  (Formerly
Clixster Mobile Group Inc.) (Formerly
China Media Group Corporation) Condensed
Consolidated Financial Statements (Unaudited) (Expressed
In United States Dollars)   Condensed
Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013 (Audited)Condensed Consolidated Statements
    of Operations for the three months ended March 31, 2014 and 2013Condensed Consolidated Statements
    of Comprehensive Loss for the three months ended March 31, 2014 and 2013Condensed Consolidated Statement
    of Stockholders’ Equity for the three months ended March 31, 2014Condensed Consolidated Statements
    of Cash Flows for the three months ended March 31, 2014 and 2013Notes to Condensed Consolidated
    Financial Statements   F-1    MEDIAN
    GROUP INC(Formerly Clixster
    Mobile Group Inc.)(Formerly China Media
    Group Corporation)CONDENSED CONSOLIDATED
    BALANCE SHEETSAS OF MARCH 31, 2014
    AND DECEMBER 31, 2013  March
                                         31
        2014
    
    December
                                         31
        2013Notes
    
    (Unaudited)
    
    (Restated)US$
    
    US$ASSETSCurrent assets:Assets of operations
    held for sale
    6
    
    9,402,286
    
    9,834,0509,402,286
    
    9,834,050Total current
    assets
    
    
    9,402,286
    
    9,834,050LIABILITIES
    AND STOCKHOLDERS' DEFICITSCurrent liabilities:Other payables
    and accruals
    7
    
    515,500
    
    924,243Amounts due to
    related parties
    8
    
    26,667
    
    -Liabilities of
    operations held for sale
    6
    
    11,249,353
    
    11,542,902Total current
    liabilities
    
    
    11,791,520
    
    12,467,145Long-term
    debts:Shareholder loan
    9
    
    2,000,000
    
    2,000,000Total non-current
    liabilities
    
    
    2,000,000
    
    2,000,000Total liabilities
    
    
    13,791,520
    
    14,467,145Commitments and
    contingencies
    12Stockholders'
    deficits:Common
    stock, no par value, 85,000,000,000 shares authorized, 11,307,232,960 (2013: 1,113,623,296) shares issued and
    outstanding
    4
    
    2,775,230
    
    2,775,230Accumulated deficits
    
    
    (6,695,150)
    
    (7,153,255)Accumulated other
    comprehensive income
    
    
    138,530
    
    238,554Total Median
    Group Inc. stockholders' deficits
    
    
    (3,781,390)
    
    (4,139,471)Non-controlling
    interest
    
    
    (607,844)
    
    (493,624)Total stockholders’
    deficits
    
    
    (4,389,234)
    
    (4,633,095)Total
    liabilities and stockholders’ deficits
    
    
    9,402,286
    
    9,834,050  The
accompanying notes are an integral part of these condensed consolidated financial statements   F-2    MEDIAN
    GROUP INC(Formerly Clixster Mobile Group Inc.)(Formerly China Media Group Corporation)CONDENSED CONSOLIDATED STATEMENTS
    OF OPERATIONSFOR THE THREE MONTHS ENDED MARCH
    31, 2014 AND 2013(UNAUDITED)  Three
                    Months Ended
        31
        March2014
    
    2013Notes
    
    US$
    
    US$(Restated)Net revenue
    
    
    -
    
    -Cost of revenue
    
    
    -
    
    -Gross profit
    
    
    -
    
    -Operating expenses:Administration expenses
    
    
    (7,798)
    
    (14,929)Selling and distribution expenses
    
    
    -
    
    -Total operating expenses
    
    
    (7,798)
    
    (14,929)Operating loss  from continuing
    operations
    
    
    (7,798)
    
    (14,929)Other income / (expenses)Other income
    
    
    400,050
    
    -Gain on disposal of
    subsidiaries
    
    
    420,362
    
    -Interest expenses
    
    
    (26,667)
    
    (40,777)Gain/(Loss) from continuing operations
    
    
    785,947
    
    (55,706)Discontinued operations, net of
    tax
    6
    
    (518,737)
    
    (392,339)Net income/(loss)
    
    
    267,210
    
    (448,045)Less: Net loss attributable
    to non-controlling interests
    
    
    (190,895)
    
    (116,840)Net income/(loss) attributable to
    Median Group Inc.
    
    
    458,105
    
    (331,205)Net
    loss per share attributable to Median Group Inc. shareholders - Basic and dilutedContinuing operations
    
    
    (0.00)
    
    (0.00)Discontinued operations
    
    
    (0.00)
    
    (0.00)(0.00)
    
    (0.00)Basic and diluted weighted average
    number of common shares *
    
    
    7,796,100,742
    
    1,113,623,296   *
    Weighted average number
    of shares used to compute basic and diluted loss per share for the three months ended March 31, 2014 and 2013 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 INC(Formerly Clixster Mobile Group Inc.)(Formerly China Media Group Corporation)CONDENSED CONSOLIDATED STATEMENTS
    OF COMPREHENSIVE LOSSFOR THE THREE MONTHS ENDED MARCH
    31, 2014 AND 2013(UNAUDITED)  Three
                    Months Ended
        31
        March2014
    
    2013Notes
    
    US$
    
    US$(Restated)Net income/(loss)
    
    
    267,210
    
    (448,045)Other comprehensive income, net
    of taxForeign currency translation
    (loss)/gain
    
    
    (25,593)
    
    11,362Release of exchange
    reserve arising from disposal of subsidiaries
    
    
    (82,615)
    
    -Total comprehensive income/(loss)
    
    
    159,002
    
    (436,683)Less: Net  loss
    attributable     to non-controlling interests
    
    
    (190,895
    )
    (116,840)Less:
    Other comprehensive income attributable to non-controlling interests - foreign currency translation (loss)/gain
    
    
    (8,184)
    
    67Total comprehensive income/(loss)
    attributable     to Median Group Inc.
    
    
    358,081
    
    (319,910)   The
accompanying notes are an integral part of these condensed consolidated financial statements.  F-4    MEDIAN GROUP INC(Formerly Clixster Mobile Group Inc.)(Formerly China Media Group Corporation)CONDENSED CONSOLIDATED STATEMENT
    OF STOCKHOLDERS' EQUITYFOR
        THE THREE MONTHS ENDED MARCH 31, 2014(UNAUDITED)  Number
    of Shares
    
    Common
                                         Stock
        Amount
    
    Accumulated
    Other Comprehensive Income/ (Loss)
    
    Accumulated
    Deficits
    
    Non-controlling
    Interest
    
    Total Stockholders' EquityUS$
    
    US$
    
    US$
    
    US$
    
    US$Balance
    at January 1, 2014 (Restated)
    11,307,232,960
    
    2,775,230
    
    238,554
    
    (7,153,255)
    
    (493,624)
    
    (4,633,095)Other
    comprehensive income:Foreign
    currency translation loss
    -
    
    -
    
    (17,409)
    
    -
    
    (8,184)
    
    (25,593)Release
    of exchange reserves arising from disposal of subsidiaries
    -
    
    -
    
    (82,615)
    
    -
    
    84,859
    
    2,244-
    
    -
    
    (100,024)
    
    -
    
    76,675
    
    (23,349)Net
     income/(loss) for the period
    -
    
    -
    
    -
    
    458,105
    
    (190,895)
    
    267,210Total
    comprehensive income for the period
    -
    
    -
    
    (100,024)
    
    458,105
    
    (114,220)
    
    243,861Balance
    at March 31, 2014
    11,307,232,960
    
    2,775,230
    
    138,530
    
    (6,695,150)
    
    (607,844)
    
    (4,389,234)   The
accompanying notes are an integral part of these condensed consolidated financial statements.   F-5    MEDIAN
GROUP INC(Formerly Clixster Mobile Group Inc.)(Formerly China Media Group Corporation)CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE THREE MONTHS ENDED MARCH
    31, 2014 AND 2013(UNAUDITED)  Three
                    Months Ended
        March
        312014
    
    2013US$
    
    US$(Restated)Cash flows from operating activities:Net income/(loss)
    
    
    267,210
    
    (448,045)Changes in asset and liabilitiesIncrease (decrease) in
    liabilities:Asset of operations held for sale –
    net liabilities
    
    
    138,215
    
    396,309Other payables and accruals
    
    
    (408,743)
    
    40,374Amounts due to related parties
    
    
    26,667
    
    -Net cash generated from (used in) operating activities
    
    
    23,349
    
    (11,362)Cash flows from investing activities
    
    
    -
    
    -Cash flows from financing activities :
    
    
    -
    
    -Effect of exchange rate in comprehensive income
    
    
    (23,349)
    
    11,362Net increase in cash and cash equivalents
    
    
    -
    
    -Cash and cash equivalents - net, beginning
    
    
    -
    
    -Cash and cash equivalents - net, ending
    
    
    -
    
    -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 INC
        (Formerly
        Clixster Mobile Group Inc.)
        (Formerly
        China Media Group Corporation)NOTES 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 consultancy services and in the
    distribution of electronic products.  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 by the issuance of 10,193,609,664 in the Company at a price of
                            at a price of $0.025 per share. 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.Subsequent
        to the period end, 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.
        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 13 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,
                                         2013. 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, 2013 included in the Company
                                         Form 10-K filed with the Securities and Exchange Commission.
        
        At
        the date of this report, the Company has filed Form 8-K to effect a reverse merger between the Company and CMSB at January
        31, 2014. The Company’s consolidated financial statements include the assets and liabilities, the operations and
        cash flows of CMSB before the transaction and the Company and its subsidiaries after the transaction.
        
        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 INC
        (Formerly
        Clixster Mobile Group Inc.)
        (Formerly
        China Media Group Corporation)NOTES 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 March 31, 2014 include the financial statements of the Company and its wholly owned
    subsidiary Qultec Sdn. Bhd. (formerly known as CMG Resources Sdn. Bhd.), its 50% equity interest subsidiary ATC Marketing
    Limited (“ATC”) and its 63.2% equity interest subsidiary Clixster Mobile Sdn. Bhd. (“CMSB”). The Company
    consolidated the 50% subsidiary ATC during the period as it controls the board of director of this ATC.  Subsequent
    to the period of this report, in July and August 2015, the Company disposed its subsidiary companies namely its 63.2% subsidiary
    in CMSB and its 50% subsidiary ATC (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 operation 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  Income (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 March 31, 2014 and 2013, 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 INC
        (Formerly
        Clixster Mobile Group Inc.)
        (Formerly
        China Media Group Corporation)NOTES 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 March 31, 2014.  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 INC
        (Formerly
        Clixster Mobile Group Inc.)
        (Formerly
        China Media Group Corporation)NOTES 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 March 31, 2014, the comprehensive income was $159,002.  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 INC
        (Formerly
        Clixster Mobile Group Inc.)
        (Formerly
        China Media Group Corporation)NOTES 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 March 31, 2014, the Company has incurred an accumulated deficits totaling $6,695,150 and its current liabilities exceed
    its current assets by $2,389,234. 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 StockOn
                                         January 31, 2014, the Company issued 10,193,609,664 shares of its common stock in consideration
                                         for the acquisition of 63.2% equity interests in Clixster Mobile Sdn Bhd (Note 1).As
    of March 31, 2014, 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
    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 year 2007 to 2013, the Company had issued a total of 6,522,309 shares to its staff and consultants for their service provided.  As
                                         at March 31, 2014 and December 31, 2013, 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 INC
        (Formerly
        Clixster Mobile Group Inc.)
        (Formerly
        China Media Group Corporation)NOTES TO CONDENSED
    CONSOLIDATED FINANCIAL STATEMENTS  NOTE
    6
    DISCONTINUED
    OPERATIONS HELD FOR SALE  Subsequent
    to the period end, 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 (Note 13). 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 March 312014
    
    2013US$
    
    US$Net revenue
    
    
    910,277
    
    227,964Less: sales discount
    
    
    (114,463)
    
    (3,036)Cost of revenue
    
    
    (652,126)
    
    (196,607)Gross profit
    
    
    143,688
    
    28,321Administrative expenses
    
    
    (647,218)
    
    (411,573)Selling and distribution expenses
    
    
    -
    
    -Loss from operations
    
    
    (503,530)
    
    (383,252)Other income / (expenses)Foreign exchange gain / (loss)
    
    
    50,199
    
    (371)Bank charges
    
    
    -
    
    (1,305)Other income
    
    
    9,594
    
    2,942Interest income
    
    
    -
    
    (5,331)Interest expenses
    
    
    (75,000)
    
    (5,022)Loss from discontinued operations before taxation
    
    
    (518,737)
    
    (392,339)Taxation
    
    
    -
    
    -Loss from discontinued operations
    
    
    (518,737)
    
    (392,339)  The following table provides the components of assets and liabilities of operations held for sale:   March 31
        2014
    
    December 31
        2013US$
    
    US$Current assets:Cash and cash equivalents
    
    
    4,469,983
    
    3,001,991Trade receivables
    
    
    447,751
    
    986,768Prepayments, deposit and other receivables
    
    
    214,493
    
    2,976,955Due from related parties
    
    
    3,961,311
    
    2,461,997Inventories
    
    
    57,965
    
    76,188Property and equipment, net
    
    
    248,067
    
    330,151Intangible assets
    
    
    2,716
    
    -Assets of operations held for sale
    
    
    9,402,286
    
    9,834,050Bank overdraft
    
    
    -
    
    41,358Trade payables
    
    
    2,973,097
    
    735,245Other payables and accruals
    
    
    105,801
    
    5,468,113Due to related parties
    
    
    170,455
    
    670,409Short term debt
    
    
    -
    
    271,590Trade finance payables
    
    
    -
    
    79,816Taxation payables
    
    
    -
    
    115,554Obligations under finance lease
    
    
    -
    
    86,757Term loans – non-current
    
    
    8,000,000
    
    4,074,060Liabilities of operations held for sale
    
    
    11,249,353
    
    11,542,902   The net cash flows of our discontinued
operations for each of the categories of operating, investing and financing activities are not significant for any period presented.    F-12    MEDIAN
                                         GROUP INC
        (Formerly
        Clixster Mobile Group Inc.)
        (Formerly
        China Media Group Corporation)NOTES TO CONDENSED
    CONSOLIDATED FINANCIAL STATEMENTS  NOTE
    7
    OTHER
    PAYABLES AND ACCRUALS  Other
    payables and accruals consist of the following:  March
                                         31
        2014
    
    December
                                         31
        2013US$
    
    US$Potential tax
    penalty liability
    
    360,000
    
    360,000Other payables
    and accruals
    
    155,500
    
    564,243515,500
    
    924,243  NOTE
    8
    AMOUNTS
    DUE TO RELATED PARTIES  March
                                         31
        2014
    
    December
                                         31
        2013US$
    
    US$Amounts due to
    related parties:- Trade
    
    -
    
    -- Non-trade
    
    26,667
    
    -26,667
    
    -  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
    LOAN  March
                                         31
        2014
    
    December
    31 2013US$
    
    US$Shareholder loan
    
    2,000,000
    
    2,000,000  This
    long term shareholder loan is due to Central High Limited, a major shareholder of the Company. This loan is unsecured and
    repayable on November 25, 2015, and bears interest of 8% per annum. The accrued interest for the three months ended March
    31, 2014 was $26,667.  NOTE
    10
    RELATED
    PARTY TRANSACTIONS  For
    the three months period ended March 31, 2014, the Company paid $56,419 (2013: Nil) to its directors and its officers remuneration
    for their services provided to the Company.  For
    the three months period ended March 31, 2014 the Company sold $373,677 (2013: Nil) 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.  For
    the three months period ended March 31, 2014 the Company purchased $591,501 (2013: Nil) of telecom services from a related
    company. The terms of trade was negotiated at arms-length.  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 three  months ended March 31, 2014 the Group company recorded $65,847 (2013: Nil) in
    interests     expenses relating to these promissory notes.  F-13    MEDIAN
                                         GROUP INC
        (Formerly
        Clixster Mobile Group Inc.)
        (Formerly
        China Media Group Corporation)NOTES TO CONDENSED
    CONSOLIDATED FINANCIAL STATEMENTS  NOTE 11
    INCOME TAXES  No
                                         provision was made for income tax for the three months ended March 31, 2014 and 2013,
                                         since the Company and its subsidiaries had significant net operating loss. In the three
                                         months ended March 31, 2014 and 2013, the Company and its subsidiaries incurred net operating
                                         losses for tax purposes of approximately $14,240 and $35,508, respectively. Total net
                                         operating losses carry forward as at March 31, 2014 and 2013, (i) for Federal and State
                                         purpose were $11,296,825 and $11,326,573 respectively and (ii) for its entities outside
                                         of the United States $2,298 and nil respectively. 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 March 31, 2014 and December 31, 2013 was approximately $4,831,845 and $4,841,445, 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:   2014
    
    2013Malaysia statutory
    rate
    
    25%
    
    25%Valuation allowance
    - Malaysia rate
    
    (25%)
    
    (25%)Provision for
    income tax
    
    -
    
    -  NOTE
    12
    COMMITMENTS
    AND CONTINGENCIES  (a)
    The
    Company leases office premises for its operations in Malaysia under operating leases. As of March 31, 2014 the future minimum
    rental payments under non-cancelable operating leases in the next 12 months are $70,975.   F-14    MEDIAN
                                         GROUP INC
        (Formerly
        Clixster Mobile Group Inc.)
        (Formerly
        China Media Group Corporation)NOTES TO CONDENSED
    CONSOLIDATED FINANCIAL STATEMENTS  NOTE
    13
    SUBSEQUENT
    EVENTS  The
    Group has evaluated all subsequent events through the date these consolidated financial statements were issued, and determined
    that, other than as disclosed below, there were no subsequent events or transactions that require recognition or disclosures
    in the financial statements.  (a)
    On
    August 3, 2015 the Company sold its 50% interests in ATC Marketing Limited (“ATC”) for a nominal cash consideration
    and it resulted in a nominal loss on disposal of this subsidiary company.  (b)
    As
    announced in a Form 8K on December 16, 2015 the Company finalized in a series of transactions the disposal of the rights to
    the Clixster brand name in the sale of its 63.2% subsidiary in Clixster Mobile Sdn Bhd (“CMSB”) to Zainal Abidin
    bin Zohdi (“Purchaser”) for a total cash consideration of $8,500 and the assumption of certain debts pursuant
    to a sale and purchase agreement (“SP Agreement”) and entered into a two year licensing agreement for the Clixster
    brand form the Purchaser for the China market for a fee of US$5,000 to be paid at the commencement of the second year of the
    licensing agreement. The company and the Clixster brand sold were engaged in the distribution of prepaid mobile services under
    the MVNO platform.  (c)
    As
                                         announced in a Form 8K on December 16, 2015 on December 11, 2015 the Company agreed to
                                         acquire and hold 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 Abudl Ghani is a 30% shareholder of NIMC.
        
        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”).
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.
        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 USD120,000) 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.
        
        MyAngkasa
        is a shareholder of the Company holding 50 million shares or about 0.44% of the issued share capital of the Company.  (d)
    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.    F-15    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 March 31, 2014.   -
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.  As
    announced in a Form 8K filed on October 29, 2013, the Company and Samata Ventures Sdn Bhd (“Samata”) and Clixster
    Sdn Bhd (“CSB”) (jointly referred to as the “Vendors”) entered into a conditional Sales and Purchase
    Agreement (“SP Agreement”) for the Company to acquire 63.2% equity interests in Clixster Mobile Sdn Bhd (“CMSB”)
    from the Vendors.  On
    January 31, 2014 following the fulfillment of all the conditions set forth in and otherwise in accordance with the terms of
    the SP Agreement, this merger transaction was consummated and CMSB became a subsidiary of the Company.  As a result
    of the closing of the SP Agreement, we will now focus our business plans to pursue the mobile virtual network operator (“MVNO”)
    business and 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.  Upon
    the closing of the SP Agreement, the Company issued to Samata and CSB 5,760,898,203 shares and 4,432,711,461 shares in the
    Company, respectively, for a total issuance of 10,193,609,664 shares in the Company, representing approximately 90.15% in
    the issued share capital of the Company.  On
    January 31, 2014 Samata transferred 4,301,422,970 to CSB and 1,459,475,233 shares to the newly appointed directors of the
    Company. After the above transfers, Samata did not hold any shares in the Company and CSB held a total of 8,734,134,431 shares,
    representing approximately 77.24% in the Company, becoming the new controlling shareholder of the Company. On the same date
    following the completion of the SP Agreement, the changes to the board of directors were announced in the Form 8K filed on
    February 6, 2014. On June 17, 2014 CSB transferred 550,000,000 shares to one of the Company’s partners and on October
    1, 2014 CSB transferred 2,000,000,000 shares to a director of the Company. After these two transfers, CSB held 6,184,134,431
    shares representing approximately 54.69% in the Company.  On
    January 15, 2014 the Group disposed of its loss making light appliances and advertising operation. The management believes
    that this transaction affords the Company the opportunity to streamline its trading operation and focus on its Products and
    Services Business Unit.  On
    July 28, 2015, the Group disposed of its investment in Clixster Mobile Sdn. Bhd. to refocus its MVNO business from pre-paid
    to post-paid telecom services.  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 from CSB and all the other directors’
    shares 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.  In
                                         December 2015, the Company acquired 51% interests in Naim Indah Mobile Communications
                                         Sdn Bhd (“NIMC”). NIMC has entered into an exclusive partnership agreement
                                         with MyAngkasa Holdings Sdn Bhd (“MHSB”) for the implementation of the “MyAngkasa”
                                         mobile program. Under the agreement, 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, .
        
        In
        March 2016, the Company is in advance discussion with a Malaysian telecom operator to roll out these services to the MyAngkasa
        customers. It is planned that the roll out commencing in July 2016.  At
    the date of this report, the Group will focus on its Telecommunications and Mobile Business Unit, and its Products and Services
    Business Unit. The Group will terminate its adverting business until a viable advertising business opportunity is available.   -
3 -    2014
                            Products & Services Overview
        
        We
        have established 3 business units namely “Advertising”, “Product Services” and “Telecommunication
        and Mobile”. A brief review and description of these three business units' strategies and operations are described
        below.  Advertising Unit  On
    March 13, 2007, the Company acquired 100% of the issued and outstanding shares of Good World Investments Limited, which owns
    50% of the registered capital of Beijing Ren Ren Health Culture Promotion Limited ("BRR"). BRR is working with the
    Chinese Government on a benevolent project named "Great Wall of China Project" to advertise and promote health education
    and health awareness in China. We believe BRR provides a strategic advertising platform for us to launch our advertising operations
    in China as it can advertise in hospitals and districts in China. However the capital requirement to activate this project
    on the national and provincial level will require us to raise at least US$2 million which was difficult given the financial
    situation of the Group.  Therefore in 2012, we had determined to defocus from the BRR program and to focus on other
    advertising activities going forward. During the period, the Company did not derive any advertising income from the BRR project.  In
    2014, the Group divested from its investment in BRR and the Group will suspend the advertising business unit until other advertising
    opportunities that are synergistic to the Groups business. During the year, the Group did not derive any revenue from this
    business unit.  Products
    Services Units  We have commenced a Products
    Services Unit to build brands recognition and to take advantage of our contacts networks, distribution channel and trading
    partners. We intended to leverage on our advertising platform to develop our own brands name for select products. This will
    uniquely position our Product Services for brand awareness as well as develop a long term business unit that will serve both
    consumers and industries markets. We had a distribution of electronics and light electronics in 2012 but we ran into difficulties
    and the market conditions changed such that the Company recorded a loss in 2012. In view of our focus on Telecommunications
    we determined to divest of our investment in Ateam in 2014. Accordingly the sales and operational results were disclosed as
    Operations held for sale in the Company’s condensed consolidated balance sheet and income statement. During this quarter,
    the Group did not derive any revenue from this business unit.  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. The business
    of selling advertising and services through telecommunications media and devices is growing and the Group intends to enter
    into this business sector. No revenue has been generated from advertising through telecommunications media and devices during
    this reporting period.  Advertising
    through mobile devices is becoming more prominent to reach the mobile society of today. The goal of the Telecommunications
    and Mobile Computing Unit is to provide the Company with entry into the new sector of advertising through telecommunication
    media and devices. Our strategy on gaining access in telecommunication media is through cooperation with existing networks
    or establishes select networks. However our longer term strategy is to partner with network operators to provide extensive
    network access for our advertising media. We had secured the distribution rights for M.A.G.I.C. Convergent Device for the
    territory of China and Hong Kong, and we are still waiting for the delivery of its commercial products in 2013. However, in
    2014 we divested from this product and instead we determined to focus on other telecommunication products and services. In
    October 2013, we entered into a conditional agreement to acquire Clixster Mobile Sdn. Bhd. a Mobile Virtual Network Operator
    (“MVNO”) operation in Malaysia. This transaction closed on January 31, 2014. Going forward, we will focus on developing
    the MVNO business and building a brand in Malaysia and then throughout the region. During the three months ended March 31,
    2014, the Group derived $910,277 in telecom services revenue from this business unit.    -
4 -    Industry
Overview and Competition  Telecommunication
    Market  During
    the first half of 2014, the Malaysia telecommunication subsector increased by 10% (January - June 2013: 9.4%) with the continued
    increase in the number of cellular phone subscribers as well as higher use of data services. Cellular phone subscriptions
    grew 2.8% to 43.8 million to reach a penetration rate of 145.5% as at end-June 2014 (end-June 2013: 9.1%; 42.6 million; 143.4%),
    with the prepaid segment dominating 82% of total subscriptions. Growth was spurred by increased take-up of affordable smartphones
    and attractive packages offered by service providers. In addition, higher use of data services was supported by increased
    third-generation (3G) subscriptions which recorded 18 million in 2013 (2012: 14.5 million).2  The
    broadband segment grew 3.1% to 6.4 million subscriptions with a household penetration rate of 67.2% as at end-June 2014 (end-June
    2013: 6.9%; 6.2 million; 66.8%). Growth was largely driven by promotional activities and awareness programmes as well as improved
    network coverage due to offerings of bundled services with attractive pricing plans and improved network coverage. The National
    Broadband Initiative (“NBI”) which was introduced in March 2010 to increase household broadband penetration, addresses
    the provision of infrastructure and facilities through the implementation of High-Speed Broadband (“HSBB”) and
    Broadband to General Population (“BBGP”). Through public-private partnership, the Government has implemented the
    HSBB project in areas covering inner Klang Valley, Iskandar Malaysia and selected industrial areas. At the same time, under
    the BBGP initiative, broadband projects will be implemented across the country through various technologies such as Asymmetric
    Digital Subscriber line (“ADSL”), Hybrid Fibre Coax (“HFC”), High-Speed Downlink Packet Access (“HSDPA”)
    and Worldwide Interoperability for Microwave Access (“WiMax”). 2  In
    Malaysia, the major mobile network operators (MNOs) are Maxis, Celcom and DiGi. According to RHB Research Institute Sdn Bhd
    (“RHB Research”), despite the mixed showing in their fourth quarter 2014 reporting, the Big Three will still face
    challenges. This is especially in terms of effectively monetizing data in the medium term while traditional revenues will
    continue to suffer from structural pressure. The research house noted that the industry posted a slight contraction in service
    revenue of 1.1% in 2014, mainly due to the continued erosion in SMS and voice revenues and telco-specific issues. That said,
    RHB Research noted that mobile internet revenue sustained its double-digit growth trajectory, up 24.9% for the year. Unsurprisingly,
    it further noted that the traditional SMS and voice revenues continued on their declining trend this quarter, contracting
    by 27.9% and 5.4% y-o-y respectively in 4Q14. The research house expects the pressure on legacy revenues to continue in 2015,
    as the industry’s smartphone penetration, currently in the mid-40s, is expected to trend higher on the back of a wider
    array of affordable smartphones available in the market and the telcos dishing out more data bundled packages to spur data
    demand. That said, the research house noted the operators are ramping up efforts to better monetise data alongside investments
    to improve the quality of networks and additional LTE sites.  1
                            Malaysia Economic Report 2014/2015
        2
        Malaysia’s telco sector still likely to see challenges in the medium term - The Borneo Post Online 16/3/15  Subscriber
Market  Mobile
    connections in Malaysia has long surpassed the 100% mark and was reported to attain 137% 1 as at March 2015; putting
    her as one of the countries in Asia Pacific with penetration rates above 100%. In a statistical report conducted by We Are
    Social involving 30 countries in the Asia Pacific region, Macau, Hong Kong, Singapore and Thailand attained a mobile subscription
    rate of 269%, 175%, 152% and 150% respectively compared to their national populations.  By
                            2015, the Malaysian market is expected to reach a mobile subscriber base of over 50 million (as at
                            2013: 42.6 million1). Although growth is expected to slow down as the market approaches saturation
                            but it is still expected to register a CAGR of 6.0% from 2011-2015. Riding on increasing demand for
                            internet access, 3G subscriptions reached 14.5 million with an annual growth of 41.0% in 2012 and
                            are expected to cross 18.4 million by December 2013. Broadband internet has also been expanding strongly
                            in recent years and as at first quarter of 2014, reached a 67% household penetration with more than
                            half of households having some form of broadband access.1 Also from the report by We Are Social,
                            the mobile broadband penetration rate in March 2015 of Macau, Hong Kong, Thailand and Singapore were
                            at 264%, 122%, 112% and 106% respectively whilst Malaysia achieved 78%.1 The Malaysian Communications
                            and Multimedia Commission reported a rate of 72.2% for the first half of 2015. 2Greater
        affordability of mobile services, development of platforms and mobile enabled services including mobile payments, information
        services and educational tools) and entry of non-traditional players into the ecosystem including technology companies
        and content provider are key indicators to the potential future growth opportunities of the market.  1
                            Digital, Social and Mobile in APAC 2015 – We Are Social Singapore
        2
        MCMC - Pocket Book of Statistics, Q2 2015    -
5 -    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.   -
6 -    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 agreements, as described more fully under "Overview" above.  We have cash
    and cash equivalents of $4,469,983 as of March 31, 2014 in our discontinued operation; an increase of 50% from the previous
    period end of December 31, 2013. 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.  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.   -
7 -    Results of operation.  FOR THE THREE MONTHS PERIOD
    ENDED MARCH 31, 2014 COMPARED TO THE THREE MONTHS PERIOD ENDED MARCH 31, 2013  REVENUES.
        
        For
        the three months period ended March 31, 2014, the Group did not derive any revenue, cost of revenue and therefore had
        no gross profit from its continuing operations. For the three months period ended March 31, 2014, the Group realized revenue
        of $910,277, a cost of revenue of $652,126 and sales discount of $114,463, achieving a gross profit of $143,688 from its
        operations held for sale (Note 6).
        
        For
        the three months period ended March 31, 2013, the Group did not derive any revenue, cost of revenue and therefore had
        no gross profit from its continuing operations. For the three months period ended March 31, 2013, the Group realized revenue
        of $227,964, cost of revenue of $196,607 and sales discount of $3,036, achieving a gross profit of $28,321 from its operations
        held for sale (Note 6).  OPERATING
                            EXPENSES.
        
        For
        the three month period ended March 31, 2014, from our continuing operation, we had no gross profit and our total operating
        expenses were $7,798, all of which were selling, general and administrative expenses. We also had $26,667 in interest
        expenses, $400,050 in other income on write-off of liabilities, and $420,362 gain from the disposal of our subsidiaries
        in January 2014 so that we had a net  loss of $785,947 from our continuing operations for the period. This was in comparison
        in the three months period ended March 31, 2013 where we had no gross profit and $14,929 in selling, general and administrative
        expenses and $40,777 in interests expenses so that we had incurred a total loss of $55,706 to our shareholders from continuing
        operations.
        
        For
        the three month period ended March 31, 2014, from our operation held for sale, our gross profit was $143,688 and our total
        operating expenses were $647,218 all of which all were selling, general and administrative expenses. We also had $50,199
        in foreign currency exchange gain, $9,594 in other income and $75,000 in interest expenses so that our net loss to our
        shareholders from operation held for sale for the three months period ended March 31, 2014 was $518,737 (Note 6). This
        was in comparison in the three months period ended March 31, 2013 where our gross  profit was $28,321 and our total
        operating         expenses were $411,573 all of which were selling, general and administrative expenses. We also had $371 in
        foreign currency         exchange loss, $1,305 in bank charges, $2,942 in other income, $5,331 in other income write back,
        and $5,022 in interest         expenses so that the net loss to our shareholders from operation held for sale for the three
        months period ended March         31, 2014 was $392,339 (Note 6).
        
        Overall,
        for the three month period ended March 31, 2014, we had profit of $785,947 from our continuing operation and a loss of
        $518,737 from our operations held for sales so that we had a net profit of $267,210 to our shareholders for the period.
        In comparison for the three months period ended March 31, 2013, we had a loss of $55,706 from our continuing operation
        and a loss of $392,339 from our operations held for sales so that we had a total loss of $448,045 to our shareholders
        for the period.  Liquidity and Capital
    Resources  As
                            at March 31, 2014, the Company had no cash other than the $4,469,983 in the operation held for sale
                            and the only current assets held by the Company was the assets of operation held for sale of $9,402,286. The total assets of the Company were $9,402,286 as of March
                            31, 2014. We also had current liabilities of $11,791,520 which were represented by $515,500 in other
                            payables and accruals, $26,667 due to related parties and $11,249,353 in liabilities of operation
                            held for sale. We also had $2,000,000 in long-term shareholders loan as at March 31, 2014, making
                            our total liabilities $13,791,520.
        
        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
        2014.  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, except for the current three months period ended March 31, 2014 where the Company recorded modest profit of $267,210,
    and has accumulated losses of $6,695,150 as at March 31, 2014. 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 develop its revenue base in its consulting business and in developing
    and integrating its refocused MVNO business in Malaysia. Failure to secure such financing, to raise additional equity capital
    and to expand and develop 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 March 31, 2014, 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.   -
8 -    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 ProceedsAs announced in the Form 8K on February 5, 2014, the Company issued
    10,193,609,664 shares to acquire 63.2% equity interests in Clixster Mobile Sdn Bhd on January 31, 2014.   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
    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.   -
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, 2016-----------------------------------------------------Dato Haji Abdul Fattah AbdullahIts:
    Director   By:
    /s/Andrew Hwan Lee
    March 23, 2016-----------------------------------------------------Andrew Hwan LeeIts:
    President, Chief Executive Officer, Director   By:
    /s/Ahmad Shukri Abdul
    Ghani
    March 23, 2016-----------------------------------------------------Ahmad Shukri Abdul GhaniIts:
    Director   By:
    /s/ Ching Chiat Kwong
    March 23, 2016-----------------------------------------------------Ching Chiat KwongIts:
    Director   By:
    /s/Mohd. Suhaimi bin Rozali
    March 23, 2016-----------------------------------------------------Mohd Suhaimi bin RozaliIts:
    Chief Financial Officer, Company Secretary, Treasurer    -
12 -