---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

****FORM 10-K****

**[X]**    ANNUALLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT of
1934

For the fiscal year ended April 30, 2010

OR

**[
]**     TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIESEXCHANGE ACT of 1934

For the transition period _____________
from_____________

Commission File Number000-52760

K'S MEDIA(Exact name of
Registrant as specified in its charter)

|Nevada                                           | None                             
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or |                                  
|organization)                                    | (IRS Employer Identification No.)

Rm.1909,Tower A, The Spaces International
Center.No.8,Dongdaqiao Road, ChaoYang District, Beijing 100020,P.R
China(Address of Principal Executive Offices) (Zip Code)

86-10-5921-2200(Registrant's telephone number,
including area code)

Securities registered pursuant to Section 12(b) of the Act:
None.

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.00001 per share.

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. 
Yes [ ] No [ X
]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act: 
Yes [ ] No [ X ]

---

Indicate by check mark whether the registrant (1) has filed all
reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the 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 if disclosure of delinquent filers
pursuant to Item 405 of Regulations S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Indicate by check mark 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 smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large Accelerated filer [ ] | Accelerated filer [ ]        
|--------------------------- | -----------------------------
|Non-accelerated filer [ ]   | Smaller Reporting Company [ ]

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). 
Yes [ ] No [ X ]

The aggregate market value of the voting stock held by
non-affiliates of the registrant computed by reference to the closing sale price
on July 17, 2009 was approximately $98 million, and as of the end of the
registrant's most recently completed second fiscal quarter was approximately $98
million.

The number of shares of the registrant common stock issued and
outstanding as of August 12, 2010 was 33,466, 167 and 22,966,167
respectively.

---

TABLE OF CONTENTS

|         |                                                                                                                                    | Page
|-------- | ---------------------------------------------------------------------------------------------------------------------------------- | ----
|         | PART I                                                                                                                             |     
|Item 1.  | Business.                                                                                                                          | 2   
|Item 1A. | Risk Factors.                                                                                                                      | 7   
|Item 1B. | Unresolved Staff Comments.                                                                                                         | 19  
|Item 2.  | Properties.                                                                                                                        | 19  
|Item 3.  | Legal Proceedings.                                                                                                                 | 19  
|Item 4.  | Submission of Matters to a Vote of
    Security Holders.                                                                           | 19  
|         |                                                                                                                                    |     
|         |                                                                                                                                    |     
|         | PART II                                                                                                                            |     
|Item 5.  | Market Price for the Registrant's
      Common Equity, Related Stockholders Matters and
    Issuer Purchases of Equity Securities. | 20  
|Item 6.  | Selected Financial Data.                                                                                                           | 21  
|Item 7.  | Management's Discussion and Analysis
    of Financial Condition and Results of Operation.                                          | 21  
|Item 7A. | Quantitative and Qualitative Disclosures About Market
    Risk.                                                                    | 28  
|Item 8.  | Financial Statements and
    Supplementary Data.                                                                                   | 29  
|Item 9.  | Changes in and Disagreements With
      Accountants on Accounting and Financial
    Disclosure.                                    | 30  
|Item 9A. | Controls and Procedures.                                                                                                           | 30  
|Item 9B. | Other Information.                                                                                                                 | 31  
|         |                                                                                                                                    |     
|         | PART III                                                                                                                           |     
|Item 10. | Directors and Executive Officers,
    Promoters and Control Persons.                                                               | 31  
|Item 11. | Executive Compensation.                                                                                                            | 33  
|Item 12. | Security Ownership of Certain
    Beneficial Owners and Management.                                                                | 35  
|Item 13. | Certain Relationships and Related
    Transactions, and Director Independence.                                                     | 36  
|Item 14. | Principal Accounting Fees and
    Services.                                                                                        | 36  
|         |                                                                                                                                    |     
|         | PART IV                                                                                                                            |     
|Item 15. | Exhibits and Financial Statement
    Schedules.                                                                                    | 36  

1

---

PART I

ITEM 1. BUSINESS

Background and Business of the Company

Ks Media engages in media and
advertising throughout China, targeting consumers by placing premium brand
advertising in "KTV" clubs for consumer products clients. KTV clubs are
entertainment establishments that rent private rooms containing karaoke singing
equipment, and are popular throughout Asia. In this report, the terms "we,"
"us," "our," "Company" and "K's Media" mean K's Media and its subsidiaries.

We were incorporated under the
name "Kinglake Resources, Inc." in the State of Nevada on April 14, 2006. Prior
to a reverse merger transaction effected on January 18, 2008, we had nominal
assets and explored for mining properties in North America. In September 2007,
following a review of an aeromagnetic survey of our mineral target and our
belief the property included no material anomalies, our management began to
pursue the acquisition of another enterprise.

We entered into a Share Exchange
Agreement on December 23, 2007 with Orient Come Holdings Limited, a company
organized under the laws of the British Virgin Islands, or Orient Come, and
Beijing K's Media Advertising Ltd. Co., a limited liability company organized
under the laws of the People's Republic of China, or the Chinese Advertisement
Company. Pursuant to the terms of the Share Exchange Agreement, the shareholders
of Orient Come transferred to us all Orient Come shares in exchange for the
issuance of 13,000,000 shares of our common stock, which transaction we refer to
as the share exchange. As a result of the share exchange, Orient Come became our
wholly-owned subsidiary and the shareholders of Orient Come acquired in the
aggregate approximately 62% of our then issued and outstanding stock. Also as
part of the share exchange, 10,500,000 shares of our common stock were issued
and delivered to an escrow agent. A portion of these shares may be released each
year to the shareholders of the Chinese Advertisement Company, depending on the
satisfaction by the Chinese Advertisement Company of certain sales objectives.
In February 2008 we changed our name to "K's Media.

Under the terms of the Escrow
Agreement executed in connection with the share exchange, a total of 7,875,000,
or 75%, of the escrowed shares are being held pending the Chinese Advertisement
Company's achievement of certain sales objectives by the year end of the Chinese
Advertisement Company. According to the Amendment No.4 of the Escrow Agreement,
within 30 days from filing the Companys 2009 Form 10-K, a maximum of 2,625,000
escrowed shares will be released upon achievement of at least $1,900,000 in
signed sales for the period ended April 30, 2009. If less than $1,900,000 but at
least $1,059,000 in signed sales is achieved, the number of escrowed shares to
be released will be 2,625,000 shares multiplied by the ratio of actual signed
sales over $1,900,000. If signed sales are less than $1,059,000, no escrowed
shares will be released. In the second year, a maximum of 2,625,000 escrowed
shares will be released upon achievement of at least $14,380,000 in signed
sales. If less than $14,380,000 but at least $7,990,000 in signed sales is
achieved, the number of escrowed shares to be released will be equal to
2,625,000 shares multiplied by the ratio of actual signed sales over
$14,380,000. If signed sales are less than $7,990,000, no escrowed shares will
be released. In addition, if no escrowed shares were released in the first year
because signed sales were less than $1,059,000, some of these shares may be
released in the second year if at least $14,380,000 in signed sales is achieved
in the second year. In that event, the number of escrowed shares from the first
year to be released will be equal to 2,625,000 shares multiplied by the ratio of
actual signed sales over $1,900,000. In the third year, a maximum of 2,625,000
escrowed shares will be released upon achievement of at least $33,230,000 in
signed sales. If less than $33,230,000 but at least $18,460,000 in signed sales
is achieved, the number of escrowed shares to be released will be equal to
2,625,000 shares multiplied by the ratio of actual signed sales over
$33,230,000. If signed sales are less than $18,460,000, no escrow shares will be
released. Subsequent to the third year release, all escrowed shares not released
will be returned to the Company.

The remaining 2,625,000 (25%),
escrowed shares are issuable to an affiliate of Shine MultiMedia Co., Ltd., or
Shine, a provider of services to the Company, and are being held pending the
Companys entering into advertising agreements with KTV clubs as facilitated by
the affiliate. In the first year, 1,575,000 (60%) of the 2,625,000 escrowed
shares held for this purpose will be released if the affiliate has signed up
more than 600 KTV clubs during the year under advertising agreements with the
Company. If between 300 and 600 KTV clubs have signed advertising agreements
with the Company the number of shares released will be reduced on a pro rata
basis. If less than 300 KTV clubs have signed advertising agreements with the
Company, then 1,575,000 (60%) of the escrowed shares will be released to the
Company, and the affiliate will no longer be entitled to the shares. This
condition has been changed according to Amendment No.3 of the Escrow Agreement
due to the change of the overall economic environment during the second half of
2008, and under the new agreement, 1,575,000 has been released to the affiliate
of Shine in July 2009.

2

---

In the second year, 525,000 (20% each year) of the
escrowed shares will be released if the affiliate has signed up more than 600
KTV clubs during the respective year under advertising agreements with the
Company. If between 300 and 600 KTV clubs have signed advertising agreements
during the year the number of shares to be released will be reduced on a pro
rata basis. If less than 300 KTV clubs have signed advertising agreements with
the Company during each of those years, then 525,000 (20% per year) of the
escrowed shares will be returned to the Company, and the affiliate will no
longer be entitled to the shares.

We do not have a direct material
equity interest in the Chinese Advertisement Company. In order to meet ownership
requirements under Chinese law, which restricts foreign companies with less than
three years of operating history in the advertising industry from operating in
the advertising industry in China, we and Orient Come executed a series of
exclusive contractual agreements with the Chinese Advertisement Company and its
shareholders. These contractual agreements are designed to provide us with
significant rights over the Chinese Advertisement Companys business operations,
policies, and management. These agreements include a Business Cooperation
Agreement, an Equity Pledge Agreement, and an Option Agreement, each dated as of
December 23, 2007, and we refer to those agreements by those names in this
Annual Report on Form 10-K.

Under the Business Cooperation
Agreement, Orient Come agreed to provide consulting services to the Chinese
Advertisement Company in return for a fee. The fee entitles Orient Come to 80%
of the Chinese Advertisement Companys revenues after deduction of direct
operating costs, expenses, and taxes. The term of the Business Cooperation
Agreement is 20 years, but the agreement may be terminated earlier if (i) Orient
Come or the Chinese Advertisement Company becomes bankrupt, subject to
proceedings or arrangements for liquidation or dissolution, ceases to carry on
business, or becomes unable to pay debts as they become due; or (ii) the
business license or any other license or approval material for the business
operations of the Chinese Advertisement Company is terminated, canceled, or
revoked.

The Equity Pledge Agreement is
intended to secure payment of the fee under the Business Cooperation Agreement.
Under the Equity Pledge Agreement the shareholders of the Chinese Advertisement
Company pledged to Orient Come all of their equity interest in the Chinese
Advertisement Company as security for the payment of the fee. Among other
things, if the Chinese Advertisement Company (i) fails to pay the fee; (ii)
becomes incapable of paying its debts; or (iii) breaches one of the many
negative covenants in the agreement (discussed below) Orient Come is entitled to
certain remedies. Specifically, Orient Come may demand payment of the fee from
the Chinese Advertisement Companys shareholders or Orient Come may transfer the
equity interest of the Chinese Advertisement Companys shareholders to itself and vote, control, sell, or dispose of those shares. The
Equity Pledge Agreement remains in effect until the Business Cooperation
Agreement is fully satisfied.

Under the Option Agreement, the
shareholders of the Chinese Advertisement Company irrevocably granted Orient
Come an option to purchase all equity interests owned by those shareholders at
any time for $100 (unless Chinese law requires appraisal of equity interests or
stipulates other restrictions on the purchase price of equity). The term of the
Option Agreement is 20 years, but it may be terminated earlier if (i) Orient
Come or the Chinese Advertisement Company becomes bankrupt, subject to
proceedings or arrangements for liquidation or dissolution, ceases to carry to
carry on business, or becomes unable to pay debts as they become due; or (ii)
the business license or any other license or approval material for the business
operations of the Chinese Advertisement Company is terminated, canceled, or
revoked.

Each of the agreements discussed
above contain negative covenants that are designed to provide the Company with
certain rights. Among other things, these covenants collectively require the
Chinese Advertisement Company or its shareholders to obtain the written consent
of Orient Come before (i) selling, transferring, or encumbering business assets
and income; (ii) providing guarantees or incurring extraordinary debt; (iii)
entering into material agreements; (iv) making loans, providing credit, or
making investments; (v) entering into mergers, consolidations, or a sale of
assets transaction; (vi) winding up, liquidating, or dissolving; (vii) issuing,
purchasing, or redeeming equity or debt securities; (viii) paying dividends or
other distributions to shareholders; (ix) making capital expenditures; (x)
amending the articles of association; or (xi) transferring or assigning equity
interests. Under these agreements the Company also obtained the right to
stipulate those persons to be appointed as members of the board of the Chinese
Advertisement Company.

At such time as current
restrictions under People's Republic Of China (PRC) law on foreign ownership of
Chinese companies engaging in the advertising industry in China are lifted, or
we acquire a non-Chinese advertisement company that has over three years of
operating experience in the advertising industry, which we refer to as a
qualified advertising subsidiary, Orient Come may exercise its option to
purchase the equity interests in the Chinese Advertisement Company and transfer
the ownership to the qualified advertising subsidiary.

On February 22, 2008, Orient Come
assigned all of its right, title, and interest in and to the Business
Cooperation Agreement to Beijing K's Media Broadcasting Ltd. Co., or Ks Media
Broadcasting, a company organized under the laws of the Peoples Republic of China and a wholly owned subsidiary of the Company
in order to implement the Agreement more efficiently.

3

---

Our current corporate structure is set
forth below:



As a result of the share exchange
and our relationship with the Chinese Advertisement Company, we engage in media
and advertising activities throughout China.

Industry and Market Overview

Business Overview

We are an emerging media company
that targets mid to high-income consumers in China by placing premium brand
advertising in "KTV" clubs on behalf of consumer products clients. KTV clubs are
popular entertainment establishments in Asia that rent private rooms containing
karaoke singing equipment, typically to groups of friends and business
colleagues. We believe that attempts to reach mid to high-income consumers
through traditional advertising channels with powerful and visually appealing
presentations can be costly and inefficient, and we believe that advertising on
selected KTV screens offers a way to effectively target a captive audience of
influential top earners.

The Chinese Advertisement
Company, a party to the Business Cooperation Agreement and the entity that
operates the KTV advertising business subject to our contractual control, was
incorporated in China in October, 2007. Under our direction, the Chinese
Advertisement Company targets consumer products companies in the cosmetics,
beverage, automobile, and other consumer goods sectors, and seeks to enter into
advertising agreements with those companies. The Chinese Advertisement Company
seeks to sign advertisement placement agreements with top KTV chains in Beijing,
Shanghai, Guangzhou, Shenzhen, Hangzhou, and other major Chinese cities. Upon
execution of advertisement placement agreements, the Chinese Advertisement
Company will then promote its clients brands at the KTV clubs via advertising
and promotional events.

According to its 2009 report,
China Advertising Industry Forecast Report, 2007-2009, issued by Research in
China, the Chinese advertising market is expected to grow at a rate of up to 19%
per year.

Services

Under our direction, the Chinese
Advertisement Company will provide advertisements to its target audience at KTV
clubs. Through its proprietary software, the Chinese Advertisement Company can
offer a sustainable, highly efficient, and measurable media system to its
advertiser clients. The Chinese Advertisement Company reaches the target
audience by (a) presenting commercials on KTV screens, and (b) staging
promotional activities at KTV clubs. In the near term, companies and brands
advertised will be primarily from the consumer goods segment, including
companies in the beverage, automobile, cosmetic, and automobile sector.

4

---

The Chinese Advertisement Company
develops advertising videos, generally 15 to 30 seconds each. There is numerous
times at which the Chinese Advertisement Company may effectively place the
advertisements, including early in a session when KTV attendees are preparing
for their event, between songs and performances, and before the end of their
event. With our informal, internal research indicating those KTV sessions
typically lasting one hour or more, there is ample opportunity to display the
advertisements to high-income consumers who lead busy lifestyles and are not
otherwise easily presented with other channels of advertising.

The Chinese Advertisement Company
has also undertaken promotional activities in lobbies and common areas of KTV
clubs. This includes product sampling of cosmetics and beverages, displays or
raffling of luxury items like jewelry and automobiles, and distribution of
posters and leaflets.

Market

China's advertising market is one
of the largest and fastest-growing in the world. Zenith Optimedia forecasts
strong sustained growth, with a projected CAGR of 18.1% from 2005 to 2009, which
would result in $20.6 billion of advertising expenditures in China per year.

The growth of Chinas advertising
industry is driven by a number of factors, including rapid and sustained
economic growth in China, growth in consumer spending, and relatively low
historical levels of advertising spending in China per capita and as a
percentage of Chinas gross domestic product. According to Research in Motion,
advertising was higher on cosmetics/bath products than on any other segment,
while ad spending on growing fastest on beverages, at 55%.

As reported by CTR Market
Research Co., Ltd., the market share of traditional media in China, such as
newspaper, radio, and television, is decreasing as advertisers seek new
advertising vehicles that can segment and reach desired advertisers. We believe
that advertising in KTV clubs is an innovative and unique approach.

Marketing Strategy

Our marketing strategy involves
two primary components: (a) signing companies with premium brands as advertiser
clients; and (b) signing contracts with selected KTV clubs as advertising
distribution outlets.

Our business model offers
advertisers an alternative media channel with significant coverage of
high-income consumers. As selling points to these potential advertisers, we
focus on our reach into KTV clubs, the novelty of KTV clubs as a non-traditional
form of advertising, the demographics of customers of the KTV clubs selected by
us, the receptive conditions in KTV clubs to advertising effectiveness, our
proprietary software that enables reliable ad tracking, and a low
cost-per-thousand rate compared to other forms of advertising.

Advertisers can be approached by
our in-house advertising sales team as well as through advertisement agents. We
have recruited senior professionals from international advertising companies, as
well as sales representatives from top new media companies. Main club targets
initially will be large flagship KTV clubs in Beijing, Shanghai, Guangzhou and
Shenzhen and expanded to other large cities in the future.

We select KTV clubs that are
frequented by persons with relatively high income with active lifestyles.
Especially attractive are KTV clubs that appeal to the top 5% of China's
population based on income, with annual incomes of $70,000 or greater. We target
KTV clubs that cater primarily to this demographic of customer.

According to data from China's
National Statistics Bureau, surveys of KTV managers and data from a KTV song
ordering system, in 2007 in the 10 largest cities of China, there were 1,665
mid-high end KTV clubs with a total of approximately 60,000 rooms. Based on the
same surveys, the average spending per room was approximately $660 per day.

A critical component of our
marketing and distribution to KTV clubs is our partnership with Shine. Shine is
one of Chinas largest KTV VOD, or video on demand, system distributors with
karaoke systems in over 3,000 KTV clubs and more than 100,000 KTV rooms in
China. Shine has bundled the Chinese Advertisement Companys proprietary
Customer Relationship Management (CRM) software with its VOD system and pursue
advertising agreements with the KTV clubs on our behalf. We have entered into a
10 year exclusive service cooperation agreement whereby Shine will arrange
exclusive agency contracts between us and KTV clubs. Shine has also installed
and maintained advertisement equipment at the KTV clubs during the term of the service cooperation agreement.

5

---

We
have supplemented Shine's marketing efforts with our own team of KTV agents that
is responsible for signing up KTV clubs, renewing contracts, and providing other
follow-up services such as media channel maintenance and ad placements. Shine
receives a fee from us for each contract executed and a monthly maintenance fee
for services provided by Shine over the term of each contract.

Competition

We face significant competition
in the Chinese advertising industry. We compete for advertising clients
primarily on the basis of network size and coverage, location, price, the
quality of our programs, the range of services that we offer, and brand
recognition. We compete for overall advertising spending with other alternative
advertising media companies, such as Internet, street furniture, billboard and
public transport advertising companies, and with traditional advertising media,
such as newspapers, television, magazines, and radio. We also compete for
advertising dollars spent in the advertising industry. We may also face
competition from new entrants into advertising spaces in the future, including
competitors that seek to advertise in the KTV market.

Intellectual Property

We have developed a proprietary
advertising management system, which we refer to as CRM, which provides
automated advertisement publishing, automated broadcast monitoring, and
automated collection of statistical data. We have not filed for any intellectual
property protection for our CRM and do not currently intend to do so in the
foreseeable future.

Regulation

We carry on our business in an
industry that is subject to significant regulation under the laws of China. Our
ability to generate revenues from advertising sales depends largely upon our
ability to provide a large network of KTV screens that show our programs in KTV
clubs. This, in turn, requires that we obtain advertising license rights
contracts. Advertising licensing rights contracts have a term of five years and
can be renewed upon termination, subject to certain conditions. There can be no
assurance we will be able to retain our advertising licensing rights contracts
for our KTV screens or programs on exclusive or satisfactory terms, or at all.
If we fail to retain our advertising licensing rights contracts or enter into
new advertising licensing rights contracts, our business and operations could be
materially and adversely affected.

On May 22, 2006, the State
Administration for Industry and Commerce, or the SAIC, amended the Provisions on
the Registration Administration of Outdoor Advertisements, or the new outdoor
advertisement provisions. Pursuant to the new outdoor advertisement provisions,
outdoor advertisements must be registered in accordance with the local SAIC by
advertising distributors. However, certain terms are not defined under the new
outdoor advertisement provisions or other Chinese laws and regulations. To
ensure our KTV advertising operations comply with applicable Chinese laws and
regulations, we are in the process of making inquiries with the local SAICs in
the cities in which we intend to operate with respect to the application for an
advertising registration certificate. We intend to register with the relevant
SAICs if we are required to do so, but we can provide no assurance that we will
obtain the registration certificate in compliance with the new outdoor
advertisement provisions, or at all. If the requisite registration is not
obtained, the relevant local SAICs may require us to forfeit our advertising
income or may impose administrative fines on us. They may also require us to
discontinue advertisements at KTV clubs where the requisite advertising
registration is not obtained, which may result in a breach of one or more of our
agreements with our advertising clients and materially and adversely affect our
business and results of operations.

Chinas advertising laws and
regulations require advertisers, advertising operators, and advertising
distributors, including businesses such as ours, to ensure that the content of
the advertisements they prepare or distribute are fair and accurate and are in
full compliance with applicable law. Violation of these laws or regulations may
result in penalties, including fines, confiscation of advertising fees, orders
to cease dissemination of the advertisements, and orders to publish an
advertisement correcting the misleading information. In circumstances involving
serious violations, the Chinese government may revoke a violators license for
advertising business operations.

As an advertising service
provider, we are obligated under Chinese laws and regulations to monitor the
advertising content shown on our network for compliance with applicable law. In
general, the advertisements shown on our network have previously been broadcast
over public television networks and have been subjected to review and
verification by issuing networks. Nonetheless, we are required to independently
review and verify these advertisements for content compliance before displaying
the advertisements. In addition, if a special government review is required for
certain product advertisements before they are shown to the public, we are obligated to confirm that such review has been performed and
approval has been obtained.

6

---

In addition, for advertising content related to
certain types of products and services, such as food products, alcohol,
cosmetics, pharmaceuticals, and medical procedures, we are required to confirm
that the advertisers have obtained requisite government approvals, including the
advertising clients operating qualifications, proof of quality inspection of
the advertised products, government pre-approval of the contents of the
advertisement, and filing with the local authorities.

Properties and Facilities

We maintain our executive offices
at Rm.1909, Tower A, The Spaces International Center.No.8,Dongdaqiao Road,
ChaoYang District, Beijing, China. We lease the premises for approximately
$10,000 per month through April 30, 2010. We share the premises at no cost since
May 1, 2010.

Employees

We currently employ about 7
persons, all of which are part-time employees. None of our employees are parties
to collective bargaining agreements.

Our Corporate Information

We are a Nevada corporation. Our
principal executive offices are located at Rm.1909, Tower A, The Spaces
International Center.No.8, Dongdaqiao Road, ChaoYang District, Beijing, China.
Our telephone number is: 86-10-5921-2200, and our website address is
www.mediaks.cn. The information on the Companys website is not part of this
annual report on Form 10-K or any other report that we file with, or furnish to,
the Securities and Exchange Commission.

Unless otherwise indicated, all
dollar amounts set forth in this Annual Report on Form 10-K are in United States
Dollars.

ITEM 1A. RISK FACTORS.

Risks Related to Our Business

In addition to other information
in this Form 10-K, the following risk factors should be considered carefully in
evaluating the Companys business. Our business, financial condition, and
results of operations could be materially and adversely affected by any of these
risks. Additional risks and uncertainties, including risks and uncertainties not
presently known to the Company, or that the Company currently deems immaterial,
may also impair our business and results of operations.

We are an early stage company, we have a history of
operating losses and we expect to continue to realize significant net losses for
the foreseeable future.

We are an early stage company. We
have recorded a net loss in each reporting period since our inception, and
cannot anticipate with certainty what our earnings will be in any future period.
However, we expect to continue to incur net losses as we develop and deploy our
network in new and existing markets, expand our services, and pursue our
business strategy. In addition, at this stage of our development we are subject
to the following risks:

- our results of operations may fluctuate significantly, which may adversely
  affect the value of an investment in our common stock;
- we may be unable to develop and deploy our network, expand our services,
  meet the objectives we have established for our business strategy or grow our
  business profitably, if at all;
- because of our limited operating history, it may be difficult to predict
  accurately our key operating and performance metrics utilized in budgeting and
  operational decisions; and
- our network and related technologies may fail or the quality and number of
  services we are able to provide may decline if our network fails to perform to
  our expectations.

If we are unable to execute our
business strategy and grow our business, either as a result of the risks
identified in this section or for any other reason, our business, prospects,
financial condition, and results of operations will be materially and adversely
affected.

7

---

We have no operating history to provide you with an
adequate basis to judge our future prospects and results of
operations.

We have no operating history to
  provide a meaningful basis for you to evaluate our business and financial
  performance. It is also difficult to evaluate the viability of our KTV media
  network and other advertising media dedicated to the KTV market because we do
  not have sufficient experience to address the risks frequently encountered by
  early stage companies using new forms of advertising media and entering new and
  rapidly evolving markets. Certain members of our senior management team have
  worked together for only a relatively short period of time and it may be
  difficult for you to evaluate their effectiveness, on an individual or
  collective basis, and ability to address future challenges to our business.

Given our limited operating history,
we may not be able to:

- preserve our position in the KTV media market in China;
- manage our relationships with KTV clubs to obtain advertising licensing
  rights contracts to operate KTV media in KTV clubs on acceptable terms or at
  all;
- retain and acquire advertising clients;
- manage our relationships with third-party non-advertising content
  providers;
- secure access to a sufficient amount of low-cost KTV screens from KTV club
  owners;
- manage our expanding operations, including the integration of any future
  acquisitions;
- increase and diversify our revenue sources by successfully expanding into
  other advertising media platforms;
- respond to competitive market conditions;
- maintain adequate control of our expenses; or

- attract, train, motivate, and retain qualified personnel.

If we are unsuccessful in
addressing any one or more of these risks, our business may be materially and
adversely affected.

If advertisers or the viewing public do not accept, or
lose interest in our KTV media network, we may be unable to generate sufficient
cash flow from our operating activities and our prospects and results of
operations could be negatively affected.

The market for KTV media networks
in China is relatively new and its potential is uncertain. We compete for
advertising spending with many forms of more established advertising media, such
as television, print media, and the Internet. Our success depends on the
acceptance of our KTV media network by advertising clients and agencies and
their continuing and increased interest in this medium as a component of their
advertising strategies. Our success also depends on the viewing public
continuing to be receptive towards our media network. Advertisers may elect not
to use our services if they believe that consumers are not receptive to our
network or that our network does not provide sufficient value as an effective
advertising medium. Likewise, if consumers find some element of our network to
be disruptive or intrusive, KTV club owners may decide not to allow us to place
our programs on KTV screens and advertisers may view our network as a less
attractive advertising medium compared to other alternatives. In that event,
advertisers may determine to cancel current contracts or reduce their spending
on our network and KTV advertising.

KTV advertising is a relatively
new concept in China and in the advertising industry generally. If we are not
able to adequately track audience responses to our programs, we will not be able
to provide sufficient feedback and data to existing and potential advertising
clients to help us generate demand and determine pricing. Without improved
market research, advertising clients may reduce their use of KTV advertising and
instead turn to more traditional forms of advertising that have more established
and proven methods of tracking effectiveness.

If a substantial number of
advertisers lose interest in advertising on our media network for these or other
reasons or become unwilling to purchase advertising time slots on our network,
we will be unable to generate sufficient revenues and cash flow to operate our
business, and our revenues, prospects, and results of operations could be
negatively affected.

8

---

We derive substantially all of our revenues from the
provision of KTV advertising services. If there is a downturn in the KTV
advertising industry, we may not be able to diversify our revenue sources and
our ability to generate revenues and our results of operations could be
materially and adversely affected.

Substantially all of our
historical revenues and expected future revenues have been and will be generated
from the provision of KTV advertising services, in particular through the
display of advertisements on KTV screens located in KTV clubs. We do not have
any current plans to expand outside this sector and enter into more advertising
segments to diversify our revenue sources. As a result, if there were a downturn
in the KTV advertising industry for any reason, we may not be able to rapidly or
efficiently diversify our revenue sources and our ability to generate revenues
and our results of operations could be materially and adversely affected.

Our ability to conduct our operations is contingent upon
our obtaining and continuing in effect advertising licensing rights
contract.

Our ability to generate revenues
from advertising sales depends largely upon our ability to provide a large
network of KTV screens that show our programs in KTV clubs. This, in turn,
requires that we obtain advertising licensing rights contracts to operate in KTV
clubs. If we are unable to obtain advertising licensing rights or carry out our
operations in accordance with the terms of advertising licensing rights
contracts, we may be unable to expand our network coverage and our costs may
increase significantly in the future.

Our advertising licensing rights
contracts have terms of five years and can be renewed upon the expiration of the
term, subject to certain conditions. There is no assurance we will be able to
retain our advertising licensing rights contracts for our KTV screens or
programs on exclusive or satisfactory terms, or at all at the expiration date.
If we fail to retain our advertising licensing rights contracts, advertisers may
find advertising on our network unattractive and may not wish to purchase
advertising time slots on our network, which would cause our revenues to decline
and our business and prospects to significantly deteriorate in the future.

A substantial majority of our revenues is concentrated on
mid to high-end KTV clubs in major cities in China. If a material number of
these KTV clubs experiences a material business disruption, we would likely
incur substantial losses of revenues.

A substantial majority of our KTV
advertising revenues is concentrated on mid to high-end KTV clubs in major
cities in China. A material business disruption, major construction or
renovation, or a natural disaster affecting many of these KTV clubs in our
network could result in a substantial decrease in our revenues and results of
operations.

If we are unable to attract advertisers to purchase
advertising time on our network, we will be unable to maintain or increase our
advertising fees, which could negatively affect our ability to grow our
profits.

The fees we charge advertising
clients and agencies for time slots on our network depend on the size and
quality of our network and the demand by advertisers for advertising time on our
network. We believe advertisers choose to advertise on our network in part based
on the size of our network, the desirability of the locations where we have
placed our KTV screens, and the attractiveness of our network content. If we
fail to maintain or increase the number of our displays, solidify our brand
name, and reputation as a quality KTV media provider, advertisers may be
unwilling to purchase time on our network or to pay the levels of advertising
fees we require to operate.

When our advertising network of KTV screens reaches
saturation in the mid-high end KTV clubs in major cities, we may be unable to
offer additional time slots to satisfy all of our advertisers needs, which
could hamper our ability to generate higher levels of revenues and profitability
over time.

When our network of KTV screens
reaches saturation in any particular KTV club, we may be unable to offer
additional advertising time slots to satisfy all of our advertisers needs. We
might need to increase our advertising rates for advertising in such KTV clubs
in order to increase our revenues. However, advertisers may be unwilling to
accept rate increases, which could adversely affect our ability to generate
higher levels of revenues over time.

If advertising registration certificates are not obtained
for our KTV advertising operations where such registration certificates are
deemed to be required, we may be subject to administrative sanctions, including
the discontinuation of our advertisements at KTV clubs where the required
advertising registration is not obtained.

9

---

On May 22, 2006, the State
Administration for Industry and Commerce, or the SAIC, amended the Provisions on
the Registration Administration of Outdoor Advertisements, or the new outdoor
advertisement provisions. Pursuant to the new outdoor advertisement provisions,
outdoor advertisements must be registered in accordance with the local SAIC by
advertising distributors. However, certain terms are not defined under the new
outdoor advertisement provisions or other Chinese laws and regulations. To
ensure that our KTV advertising operations comply with the applicable Chinese
laws and regulations, we are in the process of making inquiries with the local
SAICs in the cities in which we intend to operate with respect to the
application for an advertising registration certificate.

We intend to register with the
relevant SAICs if we are required to do so, but we can provide no assurance that
we will obtain the registration certificate in compliance with the new outdoor
advertisement provisions, or at all. If we do not obtain the requisite
registration, the relevant local SAICs may require us to forfeit our advertising
income or may impose administrative fines on us. They may also require us to
discontinue advertisements at KTV clubs where the requisite advertising
registration is not obtained, which may result in a breach of one or more of our
agreements with our advertising clients and materially and adversely affect our
business and results of operations.

Because we rely on third-party agencies to help source
advertising clients, our failure to retain key third-party agencies or attract
additional agencies on favorable terms could materially and adversely affect our
revenue growth.

We will engage third-party
agencies to help source advertising clients from time to time. We do not have
long-term or exclusive agreements with these agencies and cannot assure you that
we will maintain favorable relationships with them. If we fail to retain key
third-party agencies or attract additional agencies, we may not be able to
retain existing advertising clients or attract new advertisers or advertising
agency clients and our business and results of operations could be materially
adversely affected. Furthermore, the fees that we paid to these third-party
agencies constituted a significant portion of our net. It is important therefore
for us to maintain favorable commercial terms with these third-party
agencies.

If we are unable to adapt to changing advertising trends
and the technology needs of advertisers and consumers, we will not be able to
compete effectively and we willbe unable to increase or maintain our revenues, which may
materially and adversely affect our business prospects and revenues.

The market for KTV advertising
requires us to continuously identify new advertising trends and the
technological needs of both advertisers and consumers, which may require us to
develop new formats, features, and enhancements for our advertising network.

We must be able to quickly and
cost-effectively expand into additional advertising media and platforms beyond
KTV screens if advertisers find these other media and platforms to be more
attractive and cost-effective. In addition, as the advertising industry is
highly competitive and fragmented with many advertising agencies exiting and
emerging, we must closely monitor the trends in the advertising agency
community. We must maintain strong relationships with leading advertising
agencies to make certain that we are reaching the leading advertisers and are
responsive to the needs of both the advertising agencies and the
advertisers.

At present, we play
advertisements in our KTV clubs on KTV screens owned or leased by third parties.
In the future, we may use other technologies to implement our advertising
program. We may be required to incur development and acquisition costs in order
to keep pace with new technology needs but we may not have the financial
resources necessary to fund and implement future technological innovations or to
replace obsolete technology. Furthermore, we may fail to respond to these
changing technology needs. For example, if the use of VOD system changed, and we
fail to implement such changes on our network or fail to do so in a timely
manner, our competitors or future entrants into the market who take advantage of
such initiatives could gain a competitive advantage over us.

If we cannot succeed in defining,
developing, and introducing new formats, features, and technologies on a timely
and cost-effective basis, advertising demand for our advertising network may
decrease and we may not be able to compete effectively or attract advertising
clients, which would have a material and adverse effect on our business
prospects and revenues.

10

---

We face significant competition in the Chinese
advertising industry, and if we do not compete successfully against new and
existing competitors, we may lose our market share, and our profitability may be
adversely affected.

We face significant competition
  in the Chinese advertising industry. We compete for advertising clients
  primarily on the basis of network size and coverage, location, price, the
  quality of our programs, the range of services that we offer, and brand
  recognition. We compete for overall advertising spending with other alternative
  advertising media companies, such as the Internet, street furniture, billboard,
  and public transport advertising companies, and with traditional advertising
  media, such as newspapers, television, magazines, and radio. We also compete for
  advertising dollars spent in the advertising industry. We may also face
  competition from new entrants into advertising in the future.

The affects of significant
competition could reduce our operating margins and profitability and result in a
loss of market share. Some of our existing and potential competitors may have
competitive advantages, such as significantly greater brand recognition,
financial, marketing, or other resources, and may be able to mimic and adopt our
business model. In addition, several of our competitors have significantly
larger advertising networks than we do, which gives them an ability to reach a
larger number of overall potential consumers and which make them less
susceptible to downturns in particular sectors, such as KTV networks. Moreover,
significant competition will provide advertisers with a wider range of media and
advertising service alternatives, which could reduce our revenues, gross
margins, and profits. We can provide no assurance that we will be able to
successfully compete against new or existing competitors.

Our results of operations are subject to fluctuations in
the demand for entertaining in KTV clubs, which is affected by, among other
things, general economic conditions, and a decrease in the demand for
entertaining in KTV clubs may make it difficult for us to sell our advertising
time slots.

Our results of operations are
directly linked to the success of the KTV night club industry. Demand for
entertaining in KTV clubs is susceptible to downturns in the economy. In
addition, among other things, factors that reduce the demand for group
functions, such as health epidemics, could lead to a reduction in the growth of
the KTV entertainment industry in China. In the event of an economic downturn,
overall KTV consumers would likely to decrease.

Our clients may reduce the money
they spend to advertise on our network for a number of reasons, including:

- a general decline in economic conditions;

- a general decline in the number of consumers in KTV clubs;
- a decline in economic conditions in the particular cities where our network
  are located;
- a decision to shift advertising expenditures to other available advertising
  media; and
- a decline in advertising spending in general.

A decrease in demand for
advertising media in general, and for our advertising services in particular,
would materially and adversely affect our ability to generate revenues from our
advertising services, and our financial condition and results of operations may
be materially and adversely affected.

If we fail to manage our growth effectively, we may not
be able to take advantage of market opportunities, execute our expansion
strategies or meet the demands of our advertising clients.

We must continue to expand our
operations to meet the demands of advertisers for larger and more diverse
network coverage. To accommodate our growth, we anticipate that we will need to
implement a variety of new and upgraded operational and financial systems,
procedures and controls, including the improvement of our accounting and other
internal management systems, all of which require substantial management
efforts.

We also will need to continue to
expand, train, manage, and motivate our workforce as well as manage our
relationships with KTV clubs and third-party advertising agencies. We will
likely need to add sales and marketing offices and personnel to service
relationships with new KTV clubs that we will aim to add as part of our network.
As we add new KTV screens and other media platforms, we incur greater costs and
expenses to maintain our equipment.

All of these endeavors will
require substantial managerial efforts and skill, as well as the incurrence of
additional expenditures. We can provide no assurance we will be able to manage our growth effectively, and we may not
be able to take advantage of market opportunities, execute our expansion
strategies, or meet the demands of our advertising clients.

11

---

Future acquisitions may have an adverse effect on our
ability to manage our business.

We may acquire businesses,
technologies, services, or products which are complementary to our core KTV
media network business. Future acquisitions may expose us to potential risks,
including risks associated with:

- the integration of new operations, services and personnel;
- unforeseen or hidden liabilities;
- the diversion of resources from our existing business and technology;
- our potential inability to generate sufficient revenue to offset new costs;
- the expenses of acquisitions; or
- the potential loss of or harm to relationships with both employees and
  advertising clients resulting from our integration of new businesses.

Any of the potential risks listed
above could have a material and adverse effect on our ability to manage our
business, our revenues, and our ability to generate net income.

We may need to sell additional
debt or equity securities to make such acquisitions. Raising of additional debt
by us, if required, would result in increased debt service obligations and could
result in additional operating and financing covenants, or liens on our assets
that might restrict our operations. The sale of additional equity securities
would result in dilution to our shareholders.

Our business depends substantially on the continuing
efforts of our senior executives, and our business may be severely disrupted if
we lose their services.

Our future success depends
significantly upon the services of our senior executives and other key
employees. We rely on their industry expertise, their experience in our business
operations and sales and marketing, and their working relationships with our
employees, our other major shareholders, our advertising clients, KTV clubs, and
relevant government authorities. If one or more of our senior executives were
unable or unwilling to continue in their present positions, we may be unable to
replace them easily or at all. If any of our senior executives joins a
competitor or forms a competing company, we may lose clients, suppliers, key
professionals, and employees.

Our internal controls over financial reporting and our
controls and procedures may in the future be inadequate.

Effective internal controls are
necessary for us to provide reliable financial reports and effectively prevent
fraud. We maintain a system of internal control over financial reporting, which
is defined as a process designed by, or under the supervision of, our principal
executive officer and principal financial officer, or persons performing similar
functions, and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.

As a public reporting company, we
will have significant additional requirements for enhanced financial reporting
and internal controls. We will be required to document and test our internal
control procedures in order to satisfy the requirements of the Sarbanes-Oxley
Act of 2002, which requires annual management assessments of the effectiveness
of our internal controls. The process of designing and implementing effective
internal controls is a continuous effort that requires us to anticipate and
react to changes in our business and the economic and regulatory environments
and to expend significant resources to maintain a system of internal controls
that is adequate to satisfy our reporting obligations as a public company.

We cannot assure you we will not,
in the future, identify areas requiring improvement in our internal control over
financial reporting. We cannot assure you that the measures we will take to
remediate any areas in need of improvement will be successful or that we will
implement and maintain adequate controls over our financial processes and reporting in the future as we continue
our growth. If we are unable to establish appropriate internal financial
reporting controls and procedures, it could cause us to fail to meet our
reporting obligations, result in the restatement of our financial statements,
harm our operating results, subject us to regulatory scrutiny and sanction,
cause investors to lose confidence in our reported financial information and
have a negative effect on the market price for shares of our common stock.

12

---

We may need additional capital, which, if obtained, could
result in dilution or significant debt service obligations. We may not be able
to obtain additional capital on commercially reasonable terms, which could
adversely affect our liquidity and financial position.

We may require additional cash
resources due to changed business conditions or other future developments. If
our current sources are insufficient to satisfy our cash requirements, we may
seek to sell additional equity or debt securities or obtain a credit facility.
The sale of convertible debt securities or additional equity securities could
result in additional dilution to our shareholders. The incurrence of
indebtedness would result in increased debt service obligations and could result
in operating and financing covenants that would restrict our operations and
liquidity.

In addition, our ability to
obtain additional capital on acceptable terms is subject to uncertainties,
including:

- investors perception of, and demand for, securities of alternative
  advertising media companies;
- conditions of the U.S. and other capital markets in which we may seek to
  raise funds;
- our future results of operations, financial condition and cash flows;
- Chinas governmental regulation of foreign investment in advertising
  services companies in China;
- economic, political and other conditions in China; and

- Chinas governmental policies relating to foreign currency borrowings.

We cannot assure you financing
will be available in amounts or on terms acceptable to us, if at all. Any
failure to raise additional funds on favorable terms could have a material
adverse effect on our liquidity and financial condition.

To raise additional capital, we
may issue additional equity securities in public or private offerings,
potentially at a price lower than the market price of our common stock at the
time of such issuance. We will likely seek significant additional equity or debt
financing, in the short-term and the long-term, and, as a result, may incur
significant interest expense. We also may decide to sell additional debt or
equity securities in our domestic or international subsidiaries, which may
dilute our ownership interest in or reduce or eliminate our income, if any, from
those entities. The recent turmoil in the economy, and the world-wide financial
markets in particular, may make it more difficult for us to obtain necessary
additional capital or financing on acceptable terms.

We may be subject to, and may
expend significant resources in defending against, government actions and civil
suits based on the content we provide through our KTV media network.

Civil claims may be filed against
us for fraud, defamation, subversion, negligence, copyright or trademark
infringement or other violations due to the nature and content of the
information displayed on our network. If consumers find the content displayed on
our network to be offensive, KTV clubs may seek to hold us responsible for any
consumer claims or may terminate their relationships with us. Offensive and
objectionable content and legal standards for defamation and fraud in China are
less defined than in other more developed countries and we may not be able to
properly screen out unlawful content.

In addition, if the security of
our content management system is breached and unauthorized images, text or audio
sounds are displayed on our network, viewers or the Chinese government may find
these images, text or audio sounds to be offensive, which may subject us to
civil liability or government censure despite our efforts to ensure the security
of our content management system. Any such event may also damage our reputation.
If our advertising viewers do not believe our content is reliable or accurate,
our business model may become less appealing to viewers in China and our
advertising clients may be less willing to place advertisements on our
network.

13

---

We may be subject to intellectual property infringement
claims, which may force us to incur substantial legal expenses and, if
determined adversely against us, may materially disrupt our
business.

There is no assurance our
displays, proprietary software, or other aspects of our business do not or will
not infringe upon patents, copyrights, or other intellectual property rights
held by third parties. Although we are not aware of any such claims, we may
become subject to legal proceedings and claims from time to time relating to the
intellectual property of others in the ordinary course of our business. If we
are found to have violated the intellectual property rights of others, we may be
enjoined from using such intellectual property, and we may incur licensing fees
or be forced to develop alternatives. In addition, we may incur substantial
expenses and diversion of management time in defending against these third-party
infringement claims, regardless of their merit. Successful infringement or
licensing claims against us may result in substantial monetary liabilities,
which may materially and adversely disrupt our business.

We do not have any business liability, disruption, or
litigation insurance, and any business disruption or litigation we experience
might result in our incurring substantial costs and the diversion of our limited
resources.

The insurance industry in China
is still at an early stage of development. Insurance companies in China offer
limited business insurance products and do not, to our knowledge, offer business
liability insurance. While business disruption insurance is available to a
limited extent in China, we have determined that the risks of disruption, cost
of such insurance, and the difficulties associated with acquiring such insurance
on commercially reasonable terms make it impractical for us to have such
insurance. As a result, except for fire insurance, we do not have any business
liability, disruption or litigation insurance coverage for our operations in
China. Any business disruption or litigation may result in our incurring
substantial costs and the diversion of resources.

Risks Related to Regulation of Our Business and Our
Structure

Compliance with Chinas advertising laws and regulations
may be difficult and could be costly, and failure to comply could subject us to
government sanctions.

Chinas advertising laws and
regulations require advertisers, advertising operators, and advertising
distributors, including businesses such as ours, to ensure the content of the
advertisements they prepare or distribute are fair and accurate and are in
compliance with applicable law. Violation of these laws or regulations may
result in penalties, including fines, confiscation of advertising fees, orders
to cease dissemination of the advertisements, and orders to publish an
advertisement correcting the misleading information. In circumstances involving
serious violations, the Chinese government may revoke a violators license for
advertising operations.

As an advertising service
provider, we are obligated under Chinas laws and regulations to monitor the
advertising content shown on our network for compliance with applicable law. In
general, advertisements shown on our network have been broadcast over public
television networks and were subjected to review and verification of such
networks. We are still required to independently review and verify these
advertisements for content compliance before displaying the advertisements. In
addition, if a special government review is required for certain product
advertisements before they are shown to the public, we are obligated to confirm
that such review has been performed and approval has been obtained. In addition,
for advertising content related to certain types of products and services, such
as food products, alcohol, cosmetics, pharmaceuticals and medical procedures, we
are required to confirm that the advertisers have obtained requisite government
approvals including the advertising clients operating qualifications, proof of
quality inspection of the advertised products, government pre-approval of the
contents of the advertisement, and filing with the local authorities.

We endeavor to comply with such
requirements, including by requesting relevant documents from the advertisers.
However, we can provide no assurance each advertisement that an advertiser or
advertising agency client provides us and which we include in our network
programs is in compliance with relevant advertising laws and regulations or that
the supporting documentation and government approvals provided to us by our
advertising clients in connection with certain advertising content are complete.
Although we employ qualified advertising inspectors who are trained to review
advertising content for compliance with relevant laws and regulations, the
content standards in China are less certain and less clear than in those in more
developed countries such as the U.S. and we can provide no assurance that we
will be able to properly review the content to comply with the standards imposed
on us.

14

---

If the Chinese government finds that the agreements that
establish the structure for operating our China business do not comply with
Chinese governmental restrictions on foreign investment in the advertising
industry and in the operating of non-advertising content, we could be subject to
severe penalties.

Substantially all of our
operations are conducted through our contractual arrangements with the Chinese
Advertisement Company. Though Chinas regulations currently permit 100% foreign
ownership of companies that provide advertising services, any foreign entities
that invest in the advertising services industry are required to have at least
three years of direct operations in the advertising industry outside of China.
In addition, Chinese regulations currently prohibit foreign investment in the
production and operation of any non-advertising content. We do not currently
directly operate an advertising business outside of China and thus cannot
qualify under Chinas regulations until three years after we commence any such
operations outside of China or until we acquire a company that has directly
operated an advertising business outside of China for the required period of
time. Accordingly, we and our subsidiary, Orient Come, are currently ineligible
to apply for the required licenses for providing advertising services in
China.

The Chinese Advertisement Company
is owned by Yong Lu and James Wei, both of whom are Chinese citizens. James Wei
is a director of the Company. The Chinese Advertisement Company is the company
through which we provide advertising services in China. It directly operates our
advertising network, enters into advertising licensing rights contracts, and
sells advertising time slots to our clients. We expect to continue to depend on
the Chinese Advertisement Company to operate our advertising business. We have
entered into the Business Cooperation Agreement with the Chinese Advertisement
Company pursuant to which we, through Orient Come, provide technical support and
consulting services to that entity. In addition, we have entered into agreements
with the Chinese Advertisement Company and its shareholders, which provide us
with the substantial ability to control the Chinese Advertisement Company. For a
description of these contractual arrangements, see Business - Background and
Business of the Company.

The shareholders of the Chinese
Advertisement Company pledged their equity interests in the Chinese
Advertisement Company to Orient Come. This pledge was created by recording the
pledge on Orient Comes register of shareholders in accordance with the PRC
Security Law, and is currently effective. According to the PRC Property Rights
Law, however, the effectiveness of such pledge will depend on whether the pledge
is registered with the relevant administration for industry and commerce. Orient
Come will register such pledge when the administration for industry and commerce
implements registration procedures in accordance with the PRC Property Rights
Law in the future. Although we believe Orient Come will be able to register the
pledge, we cannot assure you that will be the case, and if Orient

If we, Orient Come, or the
Chinese Advertisement Company are found to be in violation of any existing or
future Chinese laws or regulations or fail to obtain or maintain any of the
required permits or approvals, the relevant Chinese regulatory authorities,
including the SAIC, which regulates advertising companies, and the State
Administration of Radio, Film or Television, or the SARFT, would have broad
discretion in dealing with such violations, including:

- revoking the business and operating licenses of our Chinese subsidiaries
  and affiliates;
- discontinuing or restricting our Chinese subsidiaries and affiliates
  operations;
- imposing conditions or requirements with which we or our Chinese
  subsidiaries and affiliates may not be able to comply;
- requiring us or our Chinese subsidiaries and affiliates to restructure the
  relevant ownership structure or operations; or
- restricting or prohibiting our use of the proceeds of this offering to
  finance our business and operations in China.

The imposition of any of these
penalties would result in a material and adverse effect on our ability to
conduct our business.

We rely on contractual arrangements with the Chinese
Advertisement Company and shareholders of the Chinese Advertisement Company for
a substantial portion of our China operations, which may not be as effective as
direct ownership in providing operational control.

We rely on contractual
arrangements with the Chinese Advertisement Company and shareholders of the
Chinese Advertisement Company to operate our advertising business. For a description of these contractual
arrangements, see Business - Background and Business of the Company.

15

---

These
contractual arrangements may not be as effective as direct ownership in
providing us with control over our variable interest entity. Under the current
contractual arrangements, if the Chinese Advertisement Company or its
shareholders fail to perform their respective obligations under these
contractual arrangements, we may have to incur substantial costs and resources
to enforce such arrangements, and rely on legal remedies under Chinese laws,
including seeking specific performance or injunctive relief, and claiming
damages, and we can provide no assurance as to the effectiveness of these
remedies, if available.

Many of these contractual
arrangements are governed by Chinese law and provide for the resolution of
disputes through either arbitration or litigation in China. Accordingly, these
contracts would be interpreted in accordance with Chinese law and any disputes
would be resolved in accordance with Chinese legal procedures. The legal
environment in China is not as developed as in other jurisdictions, such as the
United States. As a result, uncertainties in the Chinese legal system could
limit our ability to enforce these contractual arrangements, which may make it
difficult to exert effective control over the Chinese Advertisement Company, and
our ability to conduct our business may be materially and adversely
affected.

Contractual arrangements we have entered into among our
subsidiaries and the Chinese Advertisement Company may be subject to scrutiny by
Chinese tax authorities and a finding that we owe additional taxes or are
ineligible for our preferential tax treatment, or both, could substantially
increase our taxes owed, and reduce our net income and the value of your
investment.

Under Chinese law, arrangements
and transactions among related parties may be audited or challenged by Chinas
tax authorities. If any of the transactions we entered into with Orient Come or
the Chinese Advertisement Company are found not to be on an arms-length basis,
or to result in an unreasonable reduction in tax under Chinese law, Chinese tax
authorities have the authority to assess penalties.

Certain of the agreements pursuant to which we operate
our business, and which are necessary to such operation, are subject to
termination in certain events.

The term of the Business
Cooperation Agreement and Option Agreement is 20 years; provided, however, the
agreements may be terminated earlier if (i) Orient Come or the Chinese
Advertisement Company becomes bankrupt, subject to proceedings or arrangements for liquidation or dissolution,
ceases to carry on business, or becomes unable to pay debts as they become due;
or (ii) the business license or any other license or approval material for the
business operations of the Chinese Advertisement Company is terminated,
canceled, or revoked. If our Business Cooperation Agreement or Option Agreement
is terminated, we would lose substantial control over the Chinese Advertisement
Company, in which case our ability to operate our business would be
substantially impaired, except to the extent we are able to enter into new
contractual arrangements with the Chinese Advertisement Company or other third
parties to provide services on our and our subsidiarys behalf.

Risks Related to Doing Business in China

Adverse changes in the political and economic policies of
the Chinese government could have a material adverse effect on the overall
economic growth of China, which could reduce the demand for our services and
have a material adverse effect on our competitive position.

Substantially all of our assets
are located in China and substantially all of our revenues will be derived from
our operations in China. Accordingly, our business, financial condition, results
of operations, and prospects are affected significantly by economic, political,
and legal developments in China. The Chinese economy differs from the economies
of many developed countries in many respects, including:

- the amount of government involvement;
- the level of development;
- the growth rate;
- the control of foreign exchange; and
- the allocation of resources.

16

---

While the Chinese economy has
experienced significant growth in the past 25 years, growth has been uneven both
geographically and among various sectors of the economy. The Chinese government has implemented various
measures to encourage economic growth and guide the allocation of resources.
Some of these measures may benefit the overall Chinese economy, but may also
have a negative effect on us. We cannot predict the future direction of
political or economic reforms or the effects such measures may have on our
business, financial position or results of operations. Any adverse change in the
political or economic conditions in China, including changes in the policies of
the Chinese government or in laws and regulations in China, could have a
material adverse effect on the overall economic growth of China and in the KTV
advertising industry. Such developments could have a material adverse effect on
our business, lead to reduction in demand for our services and materially and
adversely affect our competitive position.

Uncertainties with respect to the Chinese legal system
could limit the legal protections available to us or result in substantial costs
and the diversion of resources and management attention.

We conduct our business primarily
through the Chinese Advertisement Company, which is subject to Chinese laws and
regulations applicable to foreign investment in China and, in particular, laws
applicable to wholly-foreign owned companies. The Chinese legal system is based
on written statutes. Prior court decisions may be cited for reference but have
limited precedential value. Since 1979, Chinese legislation and regulations have
significantly enhanced the protections afforded to various forms of foreign
investments in China. However, since these laws and regulations are relatively
new and the Chinese legal system continues to rapidly evolve, the
interpretations of many laws, regulations and rules are not always uniform and
enforcement of these laws, regulations and rules involve uncertainties, which
may limit the legal protections available to us. In addition, any litigation in
China may be protracted and result in substantial costs and the diversion of
resources and management attention.

Fluctuations in exchange rates may have a material
adverse effect on your investment.

The value of the RMB against the
U.S. dollar and other currencies may fluctuate and is affected by, among other
things, changes in Chinas political and economic conditions. The conversion of
RMB into foreign currencies, including U.S. dollars, has been based on rates set
by the Peoples Bank of China. Our reporting and functional currency is the U.S.
dollar. However, substantially all of the revenues and expenses of our
consolidated operating subsidiaries and affiliate entities are denominated in
RMB. Substantially all of our sales contracts will be denominated in RMB and
substantially all of our costs and expenses is denominated in RMB.

Fluctuations in exchange rates, primarily those involving the
U.S. dollar, may affect our balance sheet and earnings per share in U.S.
dollars. In addition, appreciation or depreciation in the value of the RMB
relative to the U.S. dollar would affect our financial results reported in U.S.
dollar terms without giving effect to any underlying change in our business or
results of operations. Fluctuations in the exchange rate will also affect the
relative value of any dividend we issue after this offering, which will be
exchanged into U.S. dollars.

Very limited hedging transactions
are available in China to reduce our exposure to exchange rate fluctuations. To
date, we have not entered into any hedging transactions in an effort to reduce
our exposure to foreign currency exchange risk. While we may decide to enter
into hedging transactions in the future, the availability and effectiveness of
these hedges may be limited so that we may not be able to successfully hedge our
exposure at all. In addition, our currency exchange losses may be magnified by
Chinas exchange control regulations that restrict our ability to convert RMB
into foreign currency. As a result, fluctuations in exchange rates may have a
material adverse effect on your investment.

Foreign exchange transactions by
our subsidiary and the Chinese Advertisement Company are subject to significant
foreign exchange controls and require the approval of, or registration with,
Chinese governmental authorities. In particular, if we or other foreign lenders
make foreign currency loans to our subsidiaries or the Chinese Advertisement
Company, these loans must be registered in China, and if we finance them by
means of additional capital contributions, these capital contributions must be
approved or registered by certain Chinese government authorities. These
limitations could affect the ability of these entities to obtain foreign
exchange through debt or equity financing, and could affect our business and
financial condition.

Recent Chinese regulations relating to the establishment
of offshore special purpose companies by Chinese residents and registration
requirements for employee stock ownership plans or share option plans may
subject our Chinese resident beneficial owners or the plan participants to
personal liability, limit our ability to inject capital into our Chinese
subsidiaries, limit our subsidiaries ability to increase their registered
capital or distribute profits to us, or may otherwise adversely affect
us.

17

---

State Administration of Foreign
Exchange (SAFE) recently promulgated regulations that require Chinese
residents and Chinese corporate entities to register with local branches of SAFE
in connection with their direct or indirect offshore investment activities. These regulations apply to our
shareholders who are Chinese residents and may apply to any offshore
acquisitions that we make in the future.

Under the SAFE regulations,
Chinese residents who make, or have previously made, direct or indirect
investments in offshore companies, will be required to register those
investments. In addition, any Chinese resident who is a direct or indirect
shareholder of an offshore company is required to file or update the
registration with the local branch of SAFE, with respect to that offshore
company, any material change involving its round-trip investment, capital
variation, such as an increase or decrease in capital, transfer or swap of
shares, merger, division, long-term equity or debt investment, or creation of
any security interest. Moreover, the Chinese subsidiaries of that offshore
company are required to urge the Chinese resident shareholders to update their
SAFE registration with the local branch of SAFE when such updates are required
under applicable SAFE regulations. If any Chinese shareholder fails to make the
required SAFE registration or file or update the registration, the Chinese
subsidiaries of that offshore parent company may be prohibited from distributing
their profits and the proceeds from any reduction in capital, share transfer, or
liquidation, to their offshore parent company, and the offshore parent company
may also be prohibited from injecting additional capital into their Chinese
subsidiaries. Moreover, failure to comply with the various SAFE registration
requirements described above could result in liability under Chinese laws for
evasion of applicable foreign exchange restrictions.

We can provide no assurance that
all of our shareholders who are Chinese residents will make or obtain any
applicable registrations or approvals required by these SAFE regulations. The
failure or inability of our Chinese resident shareholders to comply with the
registration procedures set forth therein may subject us to fines and legal
sanctions, restrict our cross-border investment activities, or limit our Chinese
subsidiaries ability to distribute dividends or obtain
foreign-exchange-dominated loans to us.

As it is uncertain how the SAFE
regulations will be interpreted or implemented, we cannot predict how these
regulations will affect our business operations or future strategy. For example,
we may be subject to more stringent review and approval process with respect to
our foreign exchange activities, such as remittance of dividends and
foreign-currency-denominated borrowings, which may adversely affect our results
of operations and financial condition. In addition, if we decide to acquire a
Chinese domestic company, we cannot assure you that we or the owners of such
company, as the case may be, will be able to obtain the necessary approvals or
complete the necessary filings and registrations required by the SAFE regulations. This may restrict our ability to implement our
acquisition strategy and could adversely affect our business and prospects.

We will conduct a substantial
portion of our operations in China. A majority of our directors and officers
reside outside the United States and a substantial portion of their assets are
located outside of the United States. As a result, it may be difficult or
impossible for you to bring an action against us or against these individuals in
China in the event that you believe that your rights have been infringed under
the securities laws or otherwise. Even if you are successful in bringing an
action of this kind, the laws of China may render you unable to enforce a
judgment against our assets or the assets of our directors and officers. As a
result, our shareholders may have more difficulty in protecting their interests
through actions against us, our management, our directors or our major
shareholders than would shareholders of a corporation incorporated in a
jurisdiction in the United States.

The Chinese government exerts substantial influence over
the manner in which we must conduct our business activities.

China only recently has permitted
provincial and local economic autonomy and private economic activities, and, as
a result, we are dependent on our relationship with the local government in the
province in which we operate our business. Chinese government has exercised and
continues to exercise substantial control over virtually every sector of the
Chinese economy through regulation and state ownership. Our ability to operate
in China may be harmed by changes in its laws and regulations, including those
relating to taxation, environmental regulations, land use rights, property and
other matters. The central or local governments of these jurisdictions may
impose new, stricter regulations or interpretations of existing regulations that
would require additional expenditures and efforts on our part to ensure our
compliance with such regulations or interpretations. Accordingly, government
actions in the future, including any decision not to continue to support recent
economic reforms and to return to a more centrally planned economy or regional
or local variations in the implementation of economic policies, could have a
significant effect on economic conditions in China or particular regions
thereof, and could require us to divest ourselves of any interest we then hold
in Chinese properties.

18

---

We may have difficulty establishing adequate management,
legal and financial controls in the People's Republic of China.

China has historically had fewer
  or less developed management and financial reporting concepts and practices, as
  well as modern banking, computer, and other control systems. As a result, we may
  experience difficulty in hiring and retaining a sufficient number of qualified
  employees in China. As a result, we may experience difficulty in establishing
  management, legal, and financial controls, collecting financial data and
  preparing financial statements, books of account, and corporate records and
  instituting business practices that meet business standards such as those in the
  United States.

Risks Related to the Common Stock

There may not be sufficient liquidity in the market for
our securities in order for investors to sell their securities.

There is currently only a very
limited public market for our common stock, which is listed on the
Over-the-Counter Bulletin Board, and there can be no assurance that a trading
market will develop further or be maintained in the future. Trading volumes in
our common stock have historically been very low, and the trading price of our
common stock highly volatile, which has contributed to a lack of liquidity in
our common stock.

The market price of our common stock may be
volatile.

The market price of our common
stock has been and will likely continue to be highly volatile. Some of the
factors that may materially affect the market price of our common stock are
beyond our control, such as changes in financial estimates by industry and
securities analysts and conditions or trends in the industry in which we
operate. These factors may materially adversely affect the market price of our
common stock, regardless of our performance. In addition, the public stock
markets have experienced extreme price and trading volume volatility. This
volatility has significantly affected the market prices of securities of many
companies for reasons frequently unrelated to the operating performance of the
specific companies. These broad market fluctuations may adversely affect the
market price of our common stock. We expect the price of our common stock will
be subject to continued volatility. In addition, in the past, following periods
of volatility in the trading price of a companys securities, securities class
action litigation or shareholder derivative suits have often been instituted
against those companies. Such litigation, if instituted against us, could result
in substantial costs and divert our managements attention and resources.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. DESCRIPTION OF PROPERTY

We maintain our executive offices
at Rm.1909, Tower A, The Spaces International Center.No.8, Dongdaqiao Road,
ChaoYang District, Beijing, China where we lease a total of 10,000 square feet
of office space. We lease the premises from a Director. We do not own any real
property. We believe that our current facilities have sufficient capacity to
meet the projected needs of our business for the next twelve months.

ITEM 3. LEGAL PROCEEDINGS

We are not presently a party to
any material litigation. From time to time, we may be involved in disputes and
litigation relating to claims arising out of our operations in the ordinary
course of business. Further, we are periodically subject to government audits
and inspections.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

During the fourth fiscal quarter
of fiscal year 2010, there were no matters submitted to a vote of our
stockholders.



19

---

PART II

ITEM 5. MARKET PRICE FOR THE REGISTRANTS COMMON EQUITY,
  RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Prices of Common Stock

Our common stock is traded on the
Over-the-Counter Bulletin Board under the trading symbol KVME.OB. The
following table sets forth high and low bid prices of the common stock for
fiscal years ended April 30, 2010 and 2009:

|                               |   | Bid Price (U.S. $) | 
|------------------------------ | - | ------------------ | 
|**Fiscal 2010**                |   | High               | 
|                               |   |                    | 
|Quarter Ended April 30, 2010   |   | 1.05               | 
|Quarter Ended January 31, 2010 |   | 1.05               | 
|Quarter Ended October 31, 2009 |   | 1.05               | 
|Quarter Ended July 31, 2009    | $ | 5.70               | 
|Fiscal 2009                    |   |                    | 
|Quarter Ended April 30, 2009   | $ | 5.70               | 
|Quarter Ended January 31, 2009 | $ | 5.70               | 
|Quarter Ended October 31, 2008 |   | 5.70               | 
|Quarter Ended July 31, 2008    |   | 5.70               | 

The last reported bid price of
our common stock on the Over-the-Counter Bulletin Board on August 1, 2010 was
$1.05. Quotations, if made, represent only prices between dealers and do not
include retail markups, markdowns or commissions and accordingly, may not
represent actual transactions. Because of the rules and regulations governing
the trading of small issuers' securities, the Company's securities are presently
classified as "Penny Stock," a classification which places significant
restrictions upon broker-dealers desiring to make a market in these securities.
It has been difficult for management to obtain the interest of broker-dealers in
our securities and it is anticipated that these difficulties will continue until
the Company is able to obtain a listing on a national securities exchange, if at
all. The existence of market quotations should not be considered evidence of an
"established public trading market." The public trading market is presently
limited as to the number of market markers in the Company stock.

Our shares have historically been
considered penny stock covered by section 15(g) of the Securities Exchange Act
of 1934, as amended, or the Exchange Act, and Rules 15g-1 through 15g-6, and
15g-9 promulgated under the Exchange Act. They impose additional sales practice
requirements on broker-dealers who sell our securities to persons other than
certain types of investors. Before a broker-dealer can sell a penny stock, SEC
rules require the firm to first approve the customer for the transaction and
receive from the customer a written agreement to the transaction. The firm must
furnish the customer a document describing the risks of investing in penny
stocks. The firm must tell the customer the current market quotation, if any,
for the penny stock and the compensation the firm and its broker will receive
for the trade. Finally, the firm must send monthly account statements showing
the market value of each penny stock held in the customers account. The
application of the penny stock rules may affect the ability to purchase or
resell shares of our commons stock.

As of August 4, 2010, the Company
had approximately 384 holders of record of our common stock. As many of our
shares of common stock are held by brokers and other institutions on behalf of
shareholders, we are unable to estimate the total number of beneficial holders
of our common stock represented by these record holders.

Dividend Policy

Our policy has been to retain
cash to fund future growth. Accordingly, we have not paid dividends and do not
anticipate declaring dividends on our common stock in the foreseeable
future.

Equity Compensation Plan Information

The following table sets forth certain information pertaining
to our equity compensation plans.

20

---

|Plan Category | Number of securities | Weighted-average  | Number of securities   
|------------- | -------------------- | ----------------- | -----------------------
|              | to be issued upon    | exercise price of | remaining available for
|              | exercise of          | outstanding       | future issuance under  
|              | outstanding options, | options, warrants | equity compensation    
|              | warrants and rights  | and rights        | plans (excluding       
|              |                      |                   | securities reflected in
|              |                      |                   | column
      (a))      

|Equity compensation plans approved by security holders                | None | None | None
|--------------------------------------------------------------------- | ---- | ---- | ----
|Equity      compensation plans not       approved by security holders | None | None | None
|Total                                                                 | None | None | None

Recent Sales of Unregistered Securities

All information regarding the sale of any unregistered
securities in fiscal year 2010 has been previously disclosed in the Companys
Form 10-Q and Form 8-K filings.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

The following discussion and
analysis summarizes the significant factors affecting our consolidated results
of operations, financial condition and liquidity position for the years ended
April 30, 2010 and 2009 and should be read in conjunction with our consolidated
financial statements and related notes included elsewhere in this filing. The
following discussion and analysis contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to these differences include those discussed below and
elsewhere in this annual report on Form 10-K, particularly in the section
entitled Risk Factors.

Forward-Looking Statements

Statements and information
included in this Annual Report on Form 10-K by K's Media ("Company," "we," "us,"
or "our") that are not purely historical are forward-looking statements within the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements in
this Annual Report on Form 10-K represent our beliefs, projections and
predictions about future events. These statements are necessarily subjective and
involve known and unknown risks, uncertainties and other important factors that
could cause our actual results, performance or achievements, or industry
results, to differ materially from any future results, performance or
achievement described in or implied by such statements. Actual results may
differ materially from the expected results described in our forward-looking
statements, including with respect to the correct measurement and identification
of factors affecting our business or the extent of their likely impact, the
accuracy and completeness of publicly available information relating to the
factors upon which our business strategy is based or the success of our
business.

When used in this report, the
words "believe," "expect," "anticipate," "intend," "estimate," "evaluate,"
"opinion," "may," "could," "future," "potential," "probable," "if," "will," and
similar expressions generally identify forward-looking statements.

Company Overview

We were incorporated under the
name Kinglake Resources, Inc. in the State of Nevada on April 14, 2006. Prior
to a share exchange transaction effected on January 18, 2008, we were a public
shell company with nominal assets and engaged in the business of exploration
of mining properties in North America. In September 2007, following a review of
an aeromagnetic survey of our mineral properties and our belief the properties
included no material anomalies, our management began to pursue the acquisition
of another enterprise.

Following the share exchange
effected in January 2008, we became an emerging media company that targets high
end consumers in China by placing premium brand advertising in "KTV" clubs on
behalf of consumer products clients. KTV clubs are popular entertainment
establishments in Asia that rent private rooms containing karaoke singing
equipment, typically to groups of friends and business colleagues. We believe
that attempts to reach high-end consumers through traditional advertising
channels with powerful and visually appealing presentations can be costly and
inefficient, and we believe that advertising on selected KTV screens offers a
way to effectively target a captive audience of influential top earners.

21

---

The Chinese Advertisement
Company, our contractual affiliate and the entity that operates the KTV
advertising business, was incorporated in China in October, 2007. Under our
direction, the Chinese Advertisement Company intends to sign advertising
agreements with companies in the cosmetics, beverage, automobile, and other
consumer goods sectors. The Chinese Advertisement Company also intends to sign
advertisement placement agreements with top KTV chains in Beijing, Shanghai,
Guangzhou, Shenzhen, Hangzhou, and other major Chinese cities. The Chinese
Advertisement Company will then promote its clients brands at the KTV clubs via
advertising and promotional events.

Recent Developments

Since the inception of our
operation in September, 2008, we have signed up about 300 KTV clubs across the
country. While we were building our KTV media networks in China, our market
group started getting advertising clients. The market for KTV media networks in
China is relatively new; we compete for advertising spending with many forms of
more established advertising media, such as television, print media, and the
Internet.

During year 2009, we encountered
global economic downturn, overall KTV consumers decreased. Our advertising
clients also reduce the money they spend to advertise on our network for a
number of reasons, including:

- a general decline in economic conditions;
- a general decline in the number of consumers in KTV clubs;
- a decision to shift advertising expenditures to more established
  advertising media rather than new forms of advertising media; and
- a decline in advertising spending in general.

Ks Media s ability to generate
revenues from our advertising services, and our financial condition and results
of operations had been materially and adversely affected.

Ks Media is a startup company.
We need additional capital to support the operation, especially during the 2009
economic downturn. Unfortunately, we didnt obtain additional capital on
commercially reasonable terms due to the worsened conditions of U.S. and other
capital markets in which we seek to raise funds.

Substantially all of our assets
are located in China and substantially all of our revenues will be derived from
our operations in China. A substantial majority of our revenues is concentrated
on mid to high-end KTV clubs in major cities in China, such as Beijing,
Shanghai, Guangzhou and Shenzhen. Since 2010, Chinese Ministry of Public
Security decided to take action against "pornography, gambling and drugs". So
far, this action has been started throughout China, affected at least 26 mid to
large cities such as Beijing, Shanghai, Guangzhou and Shenzhen. Many mid to
high-end KTV clubs had experienced a material business disruption; therefore, we
had incurred substantial losses of revenues.

In February 2010, most of our
senior executives have left the Company. Since our business depends
substantially on the continuing efforts of our senior executives, their
departure has caused severely disruption to our business.

Critical Accounting Policies

We prepare our financial
statements in accordance with generally accepted accounting principles in the
United States. In doing so, we have to make estimates and assumptions that
affect our reported amount of assets, liabilities, revenues and expenses, as
well as related disclosure of contingent assets and liabilities. In some cases,
changes in the accounting estimates are reasonably likely to occur from period
to period. Accordingly, actual results could differ materially from our
estimates. To the extent that there are material differences between these
estimates and actual results, our financial condition or results of operations
will be affected. We base our estimates on historical data and trends and other
assumptions that we believe are reasonable under the circumstances, and we
evaluate these estimates on an ongoing basis.

Use of Estimates.The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period.
Actual results could differ from those estimates. We do not believe that there
are any critical or significant accounting estimates included in the condensed
consolidated financial statements.

22

---

Revenue Recognition.We
follow the guidance of the Securities and Exchange Commissions Staff Accounting
Bulletin 104 for revenue recognition. In general, we record revenue when persuasive evidence of an arrangement
exists, services have been rendered or product delivery has occurred, the sales
price to the customer is fixed or determinable, and collectibility is reasonably
assured. The following policies reflect specific criteria for the various
revenues streams of the Company: our revenues from the sale of products and
services are recorded when the goods are shipped, or services have been
performed, title passes, and collectibility is reasonably assured.

Sales revenue represents the
invoiced value of goods, net of a value-added tax (VAT). All of the Companys
products that are sold in China are subject to a Chinese value-added tax at a
rate of 17% of the gross sales price. This VAT may be offset by VAT paid by the
Company on raw materials and other materials included in the cost of producing
their finished product.

Foreign Currency Translation.Our functional currency is the Chinese Renminbi (RMB). Our financial
statements are translated to United Stated dollars using year-end exchange rates
as to assets and liabilities and average exchange rates as to revenues and
expenses. Capital accounts are translated at their historical exchange rates
when the capital transaction occurred. Net gains and losses resulting from
foreign exchange translations are included in the statements of operations and
stockholders' equity as other comprehensive income.

This quotation of the exchange
rates does not imply free convertibility of RMB to other foreign currencies. All
foreign exchange transactions continue to take place either through the Peoples
Bank of China or other banks authorized to buy and sell foreign currencies at
the exchange rate quoted by the Peoples Bank of China.

On July 21, 2005, the central
government of China allowed the RMB to fluctuate, ending its decade old
valuation peg to the U.S. dollar. The new RMB rate reflects approximately a 2%
increase in value against the U.S. dollar. Historically, the Chinese government
has benchmarked the RMB exchange ratio against the U.S. dollar, thereby
mitigating the associated foreign currency exchange rate fluctuation risk. We do
not believe that its foreign currency exchange rate fluctuation risk is
significant, especially if the Chinese government continues to benchmark the RMB
against the U.S. dollar.

Recent Accounting Pronouncements

(i) Disclosure about Derivative Instruments and Hedging
Activities

In March 2008, the FASB issued SFAS 161, Disclosure about
Derivative Instruments and Hedging Activities, an amendment of SFAS No.133.
This statement requires that objectives for using derivative instruments be
disclosed in terms of underlying risk and accounting designation. The Company is
required to adopt SFAS 161 on January 1, 2009. The Company is currently
evaluating the potential impact of SFAS 161 on the Companys consolidated
financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133. This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entitys derivative
instruments and hedging activities and their effects on the entitys financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, Accounting for Derivative
Instruments and Hedging Activities as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject to SFAS 161 must provide
more robust qualitative disclosures and expanded quantitative disclosures. SFAS
161 is effective prospectively for financial statements issued for fiscal years
and interim periods beginning after November 15, 2008, with early application
permitted. We are currently evaluating the disclosure implications of this
statement. The adoption of this statement is not expected to have a material
effect on the Company's financial statements.

(ii) Determination of the Useful Life of Intangible Assets

In April 2008, the FASB issued FSP FAS 142-3, Determination of
the Useful Life of Intangible Assets, which amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of intangible assets under SFAS 142 Goodwill and Other Intangible
Assets. The intent of this FSP is to improve the consistency between the useful
life of a recognized intangible asset under SFAS 142 and the period of the
expected cash flows used to measure the fair value of the asset under SFAS 141
(revised 2007) Business Combinations and other U.S. generally accepted
accounting principles. The Company is currently evaluating the potential impact
of FSP FAS 142-3 on its consolidated financial statements.

(iii) Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement)

In May 2008, the FASB issued FSP APB 14-1, Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement). The FSP clarifies the accounting for
convertible debt instruments that may be settled in cash (including partial cash
settlement) upon conversion. The FSP requires issuers to account separately for the liability and
equity components of certain convertible debt instruments in a manner that
reflects the issuer's nonconvertible debt (unsecured debt) borrowing rate when
interest cost is recognized.

23

---

The FSP requires bifurcation of a component of the
debt, classification of that component in equity and the accretion of the
resulting discount on the debt to be recognized as part of interest expense in
our consolidated statement of operations. The FSP requires retrospective
application to the terms of instruments as they existed for all periods
presented. The FSP is effective for us as of January 1, 2009 and early adoption
is not permitted. The Company is currently evaluating the potential impact of
FSP APB 14-1 upon its consolidated financial statements.

(iv) The Hierarchy of Generally Accepted Accounting
Principles

In May 2008, the FASB issued SFAS 162, "The Hierarchy of
Generally Accepted Accounting Principles". SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements. SFAS 162 is effective 60 days following the
SEC's approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles". The implementation of this standard will not
have a material impact on the Company's consolidated financial position and
results of operations.

(v) Determining Whether an Instrument (or an Embedded Feature)
Is Indexed to an Entity's Own Stock

In June 2008, the FASB ratified EITF 07-5, "Determining Whether
an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock".
EITF 07-5 provides that an entity should use a two step approach to evaluate
whether an equity-linked financial instrument (or embedded feature) is indexed
to its own stock, including evaluating the instrument's contingent exercise and
settlement provisions. It also clarifies on the impact of foreign currency
denominated strike prices and market-based employee stock option valuation
instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning
after December 15, 2008. The Company is currently assessing the impact of EITF
07-5 on its consolidated financial position and results of operations.

(vi) Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities

In June 2008, the FASB issued FSP EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities. The FSP addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting
and, therefore, need to be included in the earnings allocation in computing
earnings per share under the two-class method. The FSP affects entities that accrue dividends on share-based
payment awards during the awards service period when the dividends do not need
to be returned if the employees forfeit the award. This FSP is effective for
fiscal years beginning after December 15, 2008. The Company is currently
assessing the impact of FSP EITF 03-6-1 on its consolidated financial position
and results of operations.

(vii) Issuers Accounting for Liabilities Measured at Fair
Value with a Third-Party Credit Enhancement

In September 2008, the FASB issued EITF 08-5 Issuers
Accounting for Liabilities Measured at Fair Value with a Third-Party Credit
Enhancement. This FSP determines an issuers unit of accounting for a liability
issued with an inseparable third-party credit enhancement when it is measured or
disclosed at fair value on a recurring basis. FSP EITF 08-5 is effective on a
prospective basis in the first reporting period beginning on or after December
15, 2008. The Company is currently assessing the impact of FSP EITF 08-5 on its
consolidated financial position and results of operations.

(viii) Disclosures about Credit Derivatives and Certain
Guarantees: An Amendment of SFAS 133 and FIN 45; and Clarification of the
Effective Date of SFAS 161

In September 2008, the FASB issued FSP FAS 133-1, Disclosures
about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement
No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date
of FASB Statement No. 161. This FSP amends SFAS 133, Accounting for Derivative
Instruments and Hedging Activities, to require disclosures by sellers of credit
derivatives, including credit derivatives embedded in a hybrid instrument. The
FSP also amends SFAS 45, Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others, to require
and additional disclosure about the current status of the payment/performance
risk of a guarantee. Finally, this FSP clarifies the Boards intent about the
effective date of SFAS 161, Disclosures about Derivative Instruments and
Hedging Activities. FSP FAS 133-1 is effective for fiscal years ending after
November 15, 2008. The Company is currently assessing the impact of FSP FAS
133-1 on its consolidated financial position and results of operations.

(ix) Determining the Fair Value of a Financial Asset When the
Market for That Asset is Not Active

In October 2008, the FASB issued FSP FAS 157-3, Determining
the Fair Value of a Financial Asset When the Market for That Asset is Not
Active. This FSP clarifies the application of SFAS 157, Fair Value
Measurements, in a market that is not active. The FSP also provides examples
for determining the fair value of a financial asset when the market for that
financial asset is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial
statements have not been issued. The impact of adoption was not material to the
Companys consolidated financial condition or results of operations.

24

---

(x) Accounting for Defensive Intangible Assets

In November 2008, the FASB issued EITF 08-7, Accounting for
Defensive Intangible Assets. EITF 08-7 clarifies how to account for defensive
intangible assets subsequent to initial measurement. EITF 08-7 applies to all
defensive intangible assets except for intangible assets that are used in
research and development activities. EITF 08-7 is effective for intangible
assets acquired on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. The Company is currently assessing the
impact of EITF 08-7 on its consolidated financial position and results of
operations.

(xi) Equity Method Investment Accounting Considerations

In November 2008, the FASB issued EITF 08-6 Equity Method
Investment Accounting Considerations. EITF 08-6 clarifies accounting for
certain transactions and impairment considerations involving the equity method.
Transactions and impairment dealt with are initial measurement, decrease in
investment value, and change in level of ownership or degree of influence. EITF
08-6 is effective on a prospective basis for fiscal years beginning on or after
December 15, 2008. The Company is currently assessing the impact of EITF 08-6 on
its consolidated financial position and results of operations.

(xii) Accounting for an Instrument (or an Embedded Feature)
with a Settlement Amount That is Based on the Stock of an Entitys Consolidated
Subsidiary

In November 2008, the FASB issued FSP EITF 08-8, Accounting
for an Instrument (or an Embedded Feature) with a Settlement Amount That is
Based on the Stock of an Entitys Consolidated Subsidiary. EITF 08-8 clarifies
whether a financial instrument for which the payoff to the counterparty is
based, in whole or in part, on the stock of an entitys consolidated subsidiary
is indexed to the reporting entitys own stock. EITF 08-8 also clarifies whether
or not stock should be precluded from qualifying for the scope exception of SFAS
133, Accounting for Derivative Instruments and Hedging Activities, or from
being within the scope of EITF 00-19, Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Companys Own Stock. EITF
08-8 is effective for fiscal years beginning on or after December 15, 2008, and
interim periods within those fiscal years. The Company is currently assessing
the impact of EITF 08-8 on its consolidated financial position and results of
operations.

(xiii) Disclosures by Public Entities (Enterprises) about
Transfers of Financial Assets and Interests in Variable Interest Entities

In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)
-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities. This FSP amends SFAS 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities, to require public entities to provide additional disclosures
about transfers of financials assets. FSP FAS 140-4 also amends FIN 46(R)-8,
Consolidation of Variable Interest Entities, to require public enterprises,
including sponsors that have a variable interest entity, to provide additional
disclosures about their involvement with a variable interest entity. FSP FAS
140-4 also requires certain additional disclosures, in regards to variable
interest entities, to provide greater transparency to financial statement users.
FSP FAS 140-4 is effective for the first reporting period (interim or annual)
ending after December 15, 2008, with early application encouraged. The adoption
of this statement is not expected to have a material effect on the Company's
financial statements.

(xiv) Recognition of Interest Income and Impairment on
Purchased Beneficial Interests and Beneficial Interests that Continue to be Held
by a Transferor in Securitized Financial Assets

In January 2009, The FASB released FASB Staff Position (FSP)
No. EITF 99-20-1, Amendments to the Impairment Guidance of EITF Issue No.
99-20. The guidance, which modifies Emerging Issues Task Force (EITF) Issue No.
99-20, Recognition of Interest Income and Impairment on Purchased Beneficial
Interests and Beneficial Interests That Continue to Be Held by a Transferor in
Securitized Financial Assets, is effective for interim and annual reporting
periods ending after December 15, 2008, and should be applied prospectively, the
FASB said. Application to a prior reporting period is not permitted.

The amendment allows for the use of other-than-temporary
impairment assessments established in SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities, for securities that had previously
been subject to the impairment assessment under EITF Issue No. 99-20. SFAS No.
115 allows a reporting entity to assess an impaired security that is classified
as either available-for-sale or held-to-maturity debt in order to determine
whether the impairment should be recognized as other-than-temporary and
recognized in earnings.

SFAS No. 115 gives management more discretion than EITF Issue
No. 99-20, in deciding whether the loss is permanent. EITF Issue No. 99-20
required the use of market prices to assess the impairments of debt securities
that are beneficial interests in some securitized financial transactions. Under
the amended guidance, management can base the value it reports in the financial statements on
its judgment of its ability to collect all the contracted amounts due.

25

---

The Company does not currently believe that adopting this FSP
will have a material impact on the Companys financial statements.

(xv) Interim Disclosures About Fair Value of Financial
Instruments

In April 2009, the FASB issued FASB Staff Position No. FAS
107-1 and APB 28-1 ("FSP FAS 107-1 and APB 28-1"), "Interim Disclosures about
Fair Value of Financial Instruments". The FSP amends SFAS 107, "Disclosure about
Fair Value of Financial Instruments, and Accounting Principles Board Opinion
No. 28, "Interim Financial Reporting", to require disclosures about fair value
of financial instruments for interim reporting periods of publicly traded
companies as well as in annual financial statements. The Company is required to
adopt FSP FAS 107-1 and APB 28-1 in the quarter ended July 31, 2009. The Company
does not currently believe that adopting this FSP will have a material impact on
the Companys financial statements.

(xvi) Recognition and Presentation of Other-Than-Temporary
Impairments

In April 2009, the FASB issued FASB Staff Position No. FSP FAS
115-2 and FAS 124-2 ("FSP FAS 115-2 and FAS 124-2"), "Recognition and
Presentation of Other-Than-Temporary Impairments". The FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. This FSP does not amend existing recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The Company is required to adopt FSP FAS 115-2 and FAS 124-2 in the
quarter ended July 31, 2009. The Company does not currently believe that
adopting this FSP will have a material impact on the Companys financial
statements.

In April 2009, the FASB issued FASB Staff Position No. FAS
157-4 ("FSP FAS 157-4"), "Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly". The FSP provides additional guidance for
estimating fair value in accordance with FASB Statement No. 157, "Fair Value
Measurements", when the volume and level of activity for the asset or liability
have significantly decreased. This FSP also includes guidance on identifying
circumstances that indicate a transaction is not orderly. The Company is
required to adopt FSP FAS 157-4 in the quarter ended July 31, 2009. The Company
does not currently believe that adopting this FSP will have a material impact on
the Companys financial statements.

(xvii) Accounting for Assets Acquired and Liabilities Assumed
in a Business Combination that Arise from Contingencies

In April 2009, the FASB issued Staff Position SFAS No. 141(R)-1
(SFAS 141(R)-1), Accounting for Assets Acquired and Liabilities Assumed in a
Business Combination That Arise from Contingencies which amends and clarifies
FASB Statement No. 141 (revised 2007), Business Combinations, to address
application issues on initial and subsequent recognition and measurement arising
from contingencies in a business combination. SFAS 141(R)-1 is effective for
assets or liabilities arising from contingencies in business combinations
beginning with the first annual period on or after December 15, 2008. The
adoption of SFAS 141(R)-1 did not have an impact on the Companys consolidated
financial statements.

(xviii) Subsequent Events

In May 2009, the FASB issued FASB No. 165, Subsequent Events
(SFAS 165). SFAS 165 establishes general standards of accounting for
disclosing events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. It requires the disclosure
of the date through which an entity has evaluated subsequent events and the
basis for selecting that date, that is, whether that date represents the date
the financial statements were issued or were available to be issued. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
The adoption of the standard will not have a material impact on the Company.

(xix) Accounting for Transfers of Financial Assets

In June 2009, the FASB issued FASB No. 166, Accounting for
Transfers of Financial Assets - an amendment of FASB Statement No. 140 (SFAS
166). SFAS 166 requires additional disclosures about the transfer and
derecognition of financial assets and eliminates the concept of qualifying
special-purpose entities under SFAS 140. SFAS 166 is effective for fiscal years
beginning after November 15, 2009. The adoption of the standard will not have a
material impact on the Company.

(xx) Consolidation of Variable Interest Entities

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB
Interpretation No. 46(R) (SFAS 167). SFAS 167 amends certain requirements of
FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable
Interest Entities, to improve financial reporting by enterprises involved with
variable interest entities and to provide more relevant and reliable information
to users of financial statements. This Statement is effective as of the
beginning of each reporting entitys first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual reporting periods thereafter. Earlier
application is prohibited. The Company is currently assessing the impact of the
adoption of SFAS 167 on the Companys financial condition, results of operations and cash flows.

26

---

(xxi) The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles

In June 2009, the FASB issued Financial Accounting Standard No.
168, The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles  a replacement of FASB Statement No. 162 (FAS
168). In addition in June 2009, the FASB issued Accounting Standards Update No.
2009-01, Topic 205  Generally Accepted Accounting Principles - amendments
based on Statement of Financial Accounting Standards No. 168  The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles (ASU 2009-1). Both FAS 168 and ASU 2009-1 recognize the
FASB Accounting Standards Codification as the source of authoritative U.S.
generally accepted accounting principles to be utilized by nongovernmental
entities. FAS 168 and ASU 2009-1 are effective for interim and annual periods
ending after September 15, 2009. The adoption of this pronouncement is not
expected to have a material effect on the Companys financial statements.

All new accounting pronouncements issued but not yet effective
have been deemed to not be applicable, hence the adoption of these new standards
is not expected to have a material impact on the consolidated financial
statements.

Results of Operations - Comparison of Year Ended April 30,
2010 and Year Ended April 30, 2009.

Revenue.Net sales for the
year ended April 30, 2009 were $1,296,570 while our net sales for the period
ended April 30, 2008 were zero. We started sales activities from the second half
of 2008, therefore, there was no revenue generated for the period ended April
30, 2008. Sales are primarily generated from distributions made from the Chinese
Advertisement Company pursuant to our Business Cooperation Agreement. The
majority of this revenue came from advertising clients who played their
commercials on the screens in KTV lounges in China.

Cost of goods and services.Cost of goods sold for the period ended April 30, 2009 was $2,118,414 while
our cost of goods sold for the period ended April 30, 2008 was zero. The
increase was due to starting of sales in 2008. There was no revenue for the
period ended April 30, 2008, therefore no cost of goods and services occurred.
Costs primarily include costs associated with rent and royalty fee for KTV
lounges and equipment installation in KTV lounges in China.

Selling, general, and
administrative expense. Selling, general and administrative expense
primarily includes: salaries and benefits, travel expenses, and third-party
professional service fees. Selling, general, and administrative expense was
$3,599,782 for the year ended April 30, 2009 compared to $325,855 for the year
ended April 30, 2008, an increase of $3,273,927. This increase was mainly due to
the expansion of our business. More sales activities caused increase in payroll,
marketing and traveling expenses. We expect our selling, general, and
administrative expenses will keep the same over the course of the year. If our
revenue keeps increasing as we continue our efforts to expand our network, we
expect our selling, general, and administrative expenses will increase
accordingly. This increase will primarily be related to marketing expenses
necessary to support our growth and our efforts to build brand awareness through
advertising and promotional activities, and our network expansion.

Interest income.We
recognized $ 30,751 of interest income for fiscal 2009 compared to $9,070 for
fiscal 2008, an increase primarily due to the higher balances of short-term and
long-term investments held during fiscal 2009.

Net loss.As a result of
the above, our net loss is $4,414,829 in fiscal 2009 compared to $389,133 in
fiscal 2008.

Liquidity and Capital Resources

As of April 30, 2009, we had an
aggregate of cash, cash equivalents, of $1,102,634 compared to $1,152,852 as of
April 30, 2008. We received $4,593,836 net proceeds from an offering of our
common stock and warrants affected on July 17, 2008.

Accounts receivable is $580,440
compared to zero for the year ended April 30, 2008. The increase is due to the
fact that we started our sales activities in the second half of 2008, there were
no sales activities in the 2008 fiscal year.

Prepaid expenses and other
receivables is $652,085 for the year ended April 30, 2009 as compared to $91,033
for the year ended April 30, 2008, an increase of $561,052. Majority of the
prepaid expenses were money advanced to Company staffs and officers for the
expenses to be incurred for the Company. Please refer to note 3 of the
Consolidated Financial Statements for details.

27

---

During the year ended April 30, 2009,
the Company accrued $33,315 (2008: $24,549) in consulting fees to a related party of the Companys
President and CEO. As of April 30, 2009, the Company owes $3,942 (2008: $56,373)
to this related party for services rendered. Please refer to Note 7 to the
Consolidated Financial Statement for details about the related party
transaction.

Inventory was $107,066 for the
year ended April 30, 2009 as compared to zero for the year ended April 30, 2008.
This is due to the fact that the Company started its sales activities in the
fiscal year of 2008. Majority inventory came from the barter transaction.

Depreciation and amortization
expense was $8,185 for the year ended April 30, 2009 compared to $54 for the
year ended April 30, 2008. The majority of our equipment are computers and
servers were purchased in 2009 when we started our sales and expanded our
business.

Accounts payable and accrued
liabilities was $355,463 for the year ended April 30, 2009 as compared to
$98,226 for the year ended April 30, 2008, an increase of $257,237. Please refer
to Note 4 of the Consolidated Financial Statements for details.

Unearned revenue was $226,602 for
the year ended April 30, 2009 as compared to zero for the year ended April 30,
2008. This is due to the fact that the Company started its sales activities by
the second half of 2008. There was no revenue for the year ended April 30, 2008.
Unearned revenue is recorded for the services that been signed and not yet been
provided, hence the revenue has been amortized over the period that the service
provide.

Operating Activities

Net cash used in operating
activities was $4,195,093 in fiscal 2009 compared to $314,537 used in the same
period of fiscal 2008, an increase of $3,880,556. The cash used in operations
including employee compensation, professional fees, facilities and advertising
expense. The increase was mainly due to the expansion of our KTV advertising
business and network, as well as a significant expense in the number of markets
served.

Investing Activities

During fiscal 2009, net cash used in
investing activities was $47,728, as compared to $6,793 net cash used in investing
activities for fiscal 2008. The increase of net cash flow used in investing
activities was mainly due to the purchase of fixed assets after the Company
started its sales activities and expansion of its business.

Financing Activities

Net cash provided by financing
activities was $4,166,224 for fiscal 2009 compared to net cash provided by
financing activities of $1,457,624 fiscal 2008. During fiscal 2009, our
financing activities consisted primarily of cash proceeds received from the
issuance of our equity securities stock to an accredited investor for $5
million.

We do not believe inflation had a
significant negative impact on our results of operations during 2009.

Off Balance Sheet Arrangements

We do not have any obligations
that meet the definition of an off-balance-sheet arrangement that have or are
reasonably likely to have a material effect on our financial statements, which
has not been consolidated

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not applicable.



28



---

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TOCONSOLIDATEDFINANCIALSTATEMENTS

|Consolidated Balance Sheets as of April 30, 2009 and
    2010                                                                                  | F-1
|---------------------------------------------------------------------------------------------------------------------------------------------- | ---
|Consolidated Statements of Operations for
      the period from inception (June 18, 2007) to April 30, 2009 and Year
    Ending April 2010.    | F-2
|Consolidated Statement of Stockholders' Equity for the
    period from inception (June 18, 2007) to April 30, 2010                             | F-3
|Consolidated Statements of Cash Flows for
      the period from inception (June 18, 2007) to April 30, 2009 and Year
    Ending April 30, 2010 | F-4
|Notes to Financial Statements                                                                                                                  | F-5



29

---

|K's Media                                    
|---------------------------------------------
|(Previously known as Kinglake Resources Inc.)
|Consolidated Balance Sheets                  
|April 30, 2010 and 2009                      

|(Expressed in
      U.S. Dollars)                                                                                                                                                                                                                           |   | 2010       |   |   | 2009       |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                                                                                                                                                                                                            |   |            |   |   |            |  
|ASSETS                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|Current assets                                                                                                                                                                                                                                              |   |            |   |   |            |  
|Cash                                                                                                                                                                                                                                                        | $ | 19,147     |   | $ | 1,102,634  |  
|Accounts receivable,
      net of allowance for doubtful accounts 
                  of
      $2,519,456 and $ 250,772, respectively                                                                                                                        |   | 731,695    |   |   | 580,440    |  
|Prepaid expenses
      and other receivables                                                                                                                                                                                                                |   | 20,050     |   |   | 652,085    |  
|Inventory                                                                                                                                                                                                                                                   |   | 31,730     |   |   | 107,066    |  
|Amount due from related party                                                                                                                                                                                                                               |   | -          |   |   | 249,232    |  
|                                                                                                                                                                                                                                                            |   |            |   |   |            |  
|Total current assets                                                                                                                                                                                                                                        |   | 802,622    |   |   | 2,691,457  |  
|                                                                                                                                                                                                                                                            |   |            |   |   |            |  
|Equipment, net                                                                                                                                                                                                                                              |   | 46,946     |   |   | 55,235     |  
|                                                                                                                                                                                                                                                            |   |            |   |   |            |  
|Total assets                                                                                                                                                                                                                                                | $ | 849,568    |   | $ | 2,746,692  |  
|                                                                                                                                                                                                                                                            |   |            |   |   |            |  
|LIABILITIES                                                                                                                                                                                                                                                 |   |            |   |   |            |  
|Current liabilities                                                                                                                                                                                                                                         |   |            |   |   |            |  
|Accounts payable
      and accrued liabilities                                                                                                                                                                                                              | $ | 1,399,630  |   | $ | 355,463    |  
|Amount due to related parties                                                                                                                                                                                                                               |   | 24,520     |   |   | 8,086      |  
|Unearned revenue                                                                                                                                                                                                                                            |   | 92,397     |   |   | 226,602    |  
|                                                                                                                                                                                                                                                            |   |            |   |   |            |  
|Total liabilities                                                                                                                                                                                                                                           |   | 1,516,547  |   |   | 590,151    |  
|                                                                                                                                                                                                                                                            |   |            |   |   |            |  
|                                                                                                                                                                                                                                                            |   |            |   |   |            |  
|STOCKHOLDERS' EQUITY                                                                                                                                                                                                                                        |   |            |   |   |            |  
|                                                                                                                                                                                                                                                            |   |            |   |   |            |  
|Stockholders' Equity                                                                                                                                                                                                                                        |   |            |   |   |            |  
|Preferred stock, $0.00001 par value; 
                  
      authorized 100,000,000 shares, 
                  
      issued and outstanding 0 and 0 shares, respectively                                                                                 |   | -          |   |   | -          |  
|Common stock, $0.00001
      par value; 
                  
      authorized 100,000,000 shares, 
                  
      32,945,547 and 33,466,167 shares issued and 
                  
      26,645,547 and 22,916,167 shares outstanding, respectively |   | 329        |   |   | 335        |  
|Additional
      paid-in capital                                                                                                                                                                                                                            |   | 7,947,695  |   |   | 7,027,844  |  
|Deferred consulting services                                                                                                                                                                                                                                |   | -          |   |   | (116,250   | )
|Accumulated
      other comprehensive loss                                                                                                                                                                                                                  |   | 43,229     |   |   | 48,574     |  
|Accumulated deficit                                                                                                                                                                                                                                         |   | (8,658,232 | ) |   | (4,803,962 | )
|                                                                                                                                                                                                                                                            |   |            |   |   |            |  
|Total
      stockholders' equity                                                                                                                                                                                                                            |   | (666,979   | ) |   | 2,156,541  |  
|                                                                                                                                                                                                                                                            |   |            |   |   |            |  
|Total
      liabilities and stockholders' equity                                                                                                                                                                                                            | $ | 849,568    |   | $ | 2,746,692  |  

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

F-1

---

|K's Media                                                         
|------------------------------------------------------------------
|(Previously known as Kinglake Resources Inc.)                     
|Consolidated Statements of Operations and
      Comprehensive Loss
|For the years ended April 30, 2010 and 2009                       

|                                                                                                                              |   | Year ended |   |   | Year ended |  
|----------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                                                                              |   | April 30,  |   |   | April 30,  |  
|(Expressed in
      U.S. Dollars)                                                                                             |   | 2010       |   |   | 2009       |  
|                                                                                                                              |   |            |   |   |            |  
|Advertising revenues at contracted amounts                                                                                    | $ | 3,545,508  |   | $ | 1,296,570  |  
|Rental and
      broadcasting fees due entertainment clubs                                                                    |   | (1,877,803 | ) |   | (2,118,414 | )
|Gross profit (loss)                                                                                                           |   | 1,667,705  |   |   | (821,844   | )
|Selling, general and administrative expenses:                                                                                 |   |            |   |   |            |  
|Selling expenses                                                                                                              |   | 676,562    |   |   | 516,656    |  
|General and administrative (including
      stock-based 
           compensation of
      $1,036,095, and $nil, respectively) |   | 2,580,370  |   |   | 3,083,126  |  
|Provision for doubtful accounts                                                                                               |   | 2,268,459  |   |   | -          |  
|Total                                                                                                                         |   | 5,525,391  |   |   | 3,599,782  |  
|                                                                                                                              |   |            |   |   |            |  
|Loss from operations                                                                                                          |   | (3,857,686 | ) |   | (4,421,626 | )
|                                                                                                                              |   |            |   |   |            |  
|Other income and expenses                                                                                                     |   |            |   |   |            |  
|Interest income                                                                                                               |   | 3,809      |   |   | 30,751     |  
|Foreign exchange gain (loss)                                                                                                  |   | 1,583      |   |   | (19,760    | )
|Interest and bank
      charges                                                                                               |   | (1,976     | ) |   | (4,194     | )
|Other income and expenses (net)                                                                                               |   | 3,416      |   |   | 6,797      |  
|                                                                                                                              |   |            |   |   |            |  
|Net Loss                                                                                                                      |   | (3,854,270 | ) |   | (4,414,829 | )
|                                                                                                                              |   |            |   |   |            |  
|Other Comprehensive Income (Loss)                                                                                             |   | (5,345     | ) |   | 32,016     |  
|                                                                                                                              |   |            |   |   |            |  
|Comprehensive Loss                                                                                                            | $ | (3,859,615 | ) | $ | (4,382,813 | )
|                                                                                                                              |   |            |   |   |            |  
|                                                                                                                              |   |            |   |   |            |  
|Net loss per share                                                                                                            |   |            |   |   |            |  
|Basic and diluted                                                                                                             | $ | (0.15      | ) | $ | (0.19      | )
|                                                                                                                              |   |            |   |   |            |  
|Number of common shares used to compute loss per share                                                                        |   |            |   |   |            |  
|Basic and diluted                                                                                                             |   | 25,718,142 |   |   | 22,664,843 |  

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

F-2

---

|K's Media                                                         
|------------------------------------------------------------------
|(Previously known as Kinglake Resources Inc.)                     
|Consolidated Statements of Stockholders' Equity
      (Deficiency)
|For the years ended April 30, 2010 and 2009                       

|                                                                                                 |  |              |   |   |            |   |   |                 |  |   |             |   |   |               |   |   | Accumulated   |   |   |            |  
|------------------------------------------------------------------------------------------------ |  | ------------ | - | - | ---------- | - | - | --------------- |  | - | ----------- | - | - | ------------- | - | - | ------------- | - | - | ---------- | -
|                                                                                                 |  |              |   |   |            |   |   |                 |  |   | Deferred    |   |   |               |   |   | other         |   |   | Total      |  
|                                                                                                 |  | Common Stock |   |   | Additional |   |   | Consulting      |  |   | Accumulated |   |   | comprehensive |   |   | Stockholders' |  
|(Expressed in
      U.S. Dollars)                                                                |  | Shares       |   |   | Amount     |   |   | paid-in capital |  |   | Services    |   |   | Deficit       |   |   | income        |   |   | Equity     |  
|                                                                                                 |  |              |   |   |            |   |   |                 |  |   |             |   |   |               |   |   |               |   |   |            |  
|Balance, April 30, 2008                                                                          |  | 31,637,000   |   | $ | 317        |   | $ | 1,507,776       |  | $ | (217,263    | ) | $ | (389,133      | ) | $ | 16,558        |   | $ | 918,255    |  
|Common stock issued in private placement 
               in July 2008 (at
      $3.00 per share) |  | 1,666,667    |   |   | 16         |   |   | 3,700,449       |  |   | -           |   |   | -             |   |   | -             |   |   | 3,700,465  |  
|Issuance of
      warrants in private placement 
               in July 2008                     |  | -            |   |   | -          |   |   | 893,371         |  |   | -           |   |   | -             |   |   | -             |   |   | 893,371    |  
|Issuance of common shares as employee
      benefits                                             |  | 112,500      |   |   | 1          |   |   | 641,249         |  |   | -           |   |   | -             |   |   | -             |   |   | 641,250    |  
|Issuance of shares for
      services rendered                                                   |  | 50,000       |   |   | 1          |   |   | 284,999         |  |   | (285,000    | ) |   | -             |   |   | -             |   |   | -          |  
|Amortization of deferred consulting
      services                                               |  | -            |   |   | -          |   |   | -               |  |   | 386,013     |   |   | -             |   |   | -             |   |   | 386,013    |  
|Foreign translation
      adjustment                                                             |  | -            |   |   | -          |   |   | -               |  |   | -           |   |   | -             |   |   | 32,016        |   |   | 32,016     |  
|Net loss for the year ended April 30, 2009                                                       |  | -            |   |   | -          |   |   | -               |  |   | -           |   |   | (4,414,829    | ) |   | -             |   |   | (4,414,829 | )
|                                                                                                 |  |              |   |   |            |   |   |                 |  |   |             |   |   |               |   |   |               |   |   |            |  
|Balance, April 30, 2009                                                                          |  | 33,466,167   |   | $ | 335        |   | $ | 7,027,844       |  | $ | (116,250    | ) | $ | (4,803,962    | ) | $ | 48,574        |   | $ | 2,156,541  |  
|Release and
      cancellation of Escrow Shares (Note 1)                                         |  | (520,620     | ) |   | (6         | ) |   | 919,851         |  |   | -           |   |   | -             |   |   | -             |   |   | 919,845    |  
|Amortization of deferred consulting
      services                                               |  | -            |   |   | -          |   |   | -               |  |   | 116,250     |   |   | -             |   |   | -             |   |   | 116,250    |  
|Foreign translation
      adjustment                                                             |  | -            |   |   | -          |   |   | -               |  |   | -           |   |   | -             |   |   | (5,345        | ) |   | (5,345     | )
|Net loss for the year ended April 30, 2010                                                       |  | -            |   |   | -          |   |   | -               |  |   | -           |   |   | (3,854,270    | ) |   | -             |   |   | (3,854,270 | )
|                                                                                                 |  |              |   |   |            |   |   |                 |  |   |             |   |   |               |   |   |               |   |   |            |  
|Balance, April
      30, 2010                                                                    |  | 32,945,547   |   | $ | 329        |   | $ | 7,947,695       |  | $ | -           |   | $ | (8,658,232    | ) | $ | 43,229        |   | $ | (666,979   | )

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

F-3

---

|K's Media                                    
|---------------------------------------------
|(Previously known as Kinglake Resources Inc.)
|Consolidated Statements of Cash Flows        
|For the years ended April 30, 2010 and 2009  

|                                                                                  |   |              |   |   |              |   |   | Period frm      |  
|--------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | --------------- | -
|                                                                                  |   | For the year |   |   | For the year |   |   | inception (June |  
|                                                                                  |   | ended April  |   |   | ended April  |   |   | 18, 2007) to    |  
|                                                                                  |   | 30,          |   |   | 30,          |   |   | April 30,       |  
|(Expressed in
      U.S. Dollars)                                                 |   | 2010         |   |   | 2009         |   |   | 2010            |  
|                                                                                  |   |              |   |   |              |   |   |                 |  
|Cash flows used in operating
      activities                                     |   |              |   |   |              |   |   |                 |  
|Net loss                                                                          | $ | (3,854,270   | ) | $ | (4,414,829   | ) | $ | (8,658,232      | )
|Adjustments to
      reconcile net loss to net cash used in operating activities: |   |              |   |   |              |   |   |                 |  
|Depreciation expense                                                              |   | 13,164       |   |   | 8,086        |   |   | 21,304          |  
|Non-cash
      employee benefits                                                  |   | -            |   |   | 641,250      |   |   | 641,250         |  
|Provision for doubtful accounts                                                   |   | 2,268,459    |   |   | -            |   |   | 2,268,459       |  
|Stock-based
      compensation                                                    |   | 1,036,095    |   |   | 386,013      |   |   | 1,479,296       |  
|Non-cash G&A expenses                                                             |   | 904,468      |   |   | -            |   |   | 904,468         |  
|Changes in
      operating assets and liabilities:                                |   |              |   |   |              |   |   |                 |  
|Accounts receivable                                                               |   | (2,420,251   | ) |   | (577,439     | ) |   | (2,997,690      | )
|Prepaid expenses and other receivable                                             |   | (22,295      | ) |   | (557,052     | ) |   | (635,186        | )
|Inventory                                                                         |   | 75,199       |   |   | (106,513     | ) |   | (31,314         | )
|Accounts payable and accrued liabilities                                          |   | 1,044,093    |   |   | 254,579      |   |   | 1,315,492       |  
|Amount due from related party                                                     |   | 2,197        |   |   | (2,188       | ) |   | 9               |  
|Amount due to related parties                                                     |   | 16,424       |   |   | (52,431      | ) |   | 20,366          |  
|Unearned revenue                                                                  |   | (133,925     | ) |   | 225,431      |   |   | 91,506          |  
|Net cash used in operating activities                                             |   | (1,070,642   | ) |   | (4,195,093   | ) |   | (5,580,272      | )
|                                                                                  |   |              |   |   |              |   |   |                 |  
|Cash flows used in investing
      activities                                     |   |              |   |   |              |   |   |                 |  
|Purchase of fixed assets                                                          |   | (4,935       | ) |   | (47,728      | ) |   | (59,456         | )
|Net cash used in investing activities                                             |   | (4,935       | ) |   | (47,728      | ) |   | (59,456         | )
|                                                                                  |   |              |   |   |              |   |   |                 |  
|Cash flows provided by (used in)
      financing activities                       |   |              |   |   |              |   |   |                 |  
|Issuance of common stock and
      warrants                                       |   | -            |   |   | 4,593,836    |   |   | 5,881,086       |  
|Advance to
      related parties                                                  |   | (4,298       | ) |   | (3,790,023   | ) |   | (3,794,321      | )
|Loans from related parties                                                        |   |              |   |   |              |   |   | 170374          |  
|Repayment from related parties                                                    |   | -            |   |   | 3,362,411    |   |   | 3,362,411       |  
|Net cash
      provided by (used in) financing activities                         |   | (4,298       | ) |   | 4,166,224    |   |   | 5,619,550       |  
|                                                                                  |   |              |   |   |              |   |   |                 |  
|Effect of foreign
      exchange rate changes                                     |   | (3,612       | ) |   | 26,379       |   |   | 39,325          |  
|                                                                                  |   |              |   |   |              |   |   |                 |  
|Increase (decrease) in cash                                                       |   | (1,083,487   | ) |   | (50,218      | ) |   | 19,147          |  
|                                                                                  |   |              |   |   |              |   |   |                 |  
|Cash, beginning
      of period                                                   |   | 1,102,634    |   |   | 1,152,852    |   |   | -               |  
|Cash, end of period                                                               | $ | 19,147       |   | $ | 1,102,634    |   | $ | 19,147          |  
|                                                                                  |   |              |   |   |              |   |   |                 |  
|                                                                                  |   |              |   |   |              |   |   |                 |  
|Supplemental disclosure of cash flow information:                                 |   |              |   |   |              |   |   |                 |  
|Interest paid                                                                     | $ | -            |   | $ | -            |   |   |                 |  
|Income tax paid                                                                   | $ | -            |   | $ | -            |   |   |                 |  
|                                                                                  |   |              |   |   |              |   |   |                 |  
|Non-cash investing and financing activities:                                      |   |              |   |   |              |   |   |                 |  
|Common stock
      issued for employee benefits                                   | $ | -            |   | $ | 641,250      |   |   |                 |  
|Common stock issued for service rendered                                          | $ | -            |   | $ | 285,000      |   |   |                 |  

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

F-4

---

|K's MEDIA                                    
|---------------------------------------------
|(Previously known as Kinglake Resources Inc.)
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   
|April 30, 2010                               

Note 1. Nature of Operations and Going Concern

Nature of Operations

Ks Media (the "Company") was incorporated in the State of
  Nevada on April 14, 2006 under the name Kinglake Resources Inc., which was
  changed to Ks Media on March 11, 2008. In April 2006, the Company acquired a
  mining claim in the Province of British Columbia. The mining claim expired April
  18, 2007. During the year ended April 30, 2010, the Company ceased to be a
  development stage enterprise as it commenced its planned principal
  operations.

On January 18, 2008, the Company completed a Share Exchange
  Agreement (the "Share Exchange Agreement") dated December 23, 2007 with Orient
  Come Holdings Limited, a company organized under the laws of British Virgin
  Islands ("Orient Come") and Beijing K's Media Advertising Ltd. Co. ("K's
  Media"), a limited liability company organized under the laws of the People's
  Republic of China ("China"). Pursuant to the terms of the Share Exchange
  Agreement, the shareholders of Orient Come (the "Orient Come Shareholders")
  transferred to the Company all of the Orient Come shares in exchange for the
  issuance of 13,000,000 shares of the Company's common stock (the "Acquisition").
  As a result of the Acquisition, Orient Come became the Company's wholly-owned
  subsidiary and the Orient Come Shareholders and/or their designated third
  parties acquired in the aggregate approximately 62% of the Companys issued and
  outstanding stock. In connection with the Share Exchange Agreement, the Company
  issued 2,000,000 shares of its common stock as a finder's fee to a third
  party.

Concurrent with the Share Exchange Agreement, the Company
  entered into a series of agreements with K's Media and the shareholders of K's
  Media (see Note 1(a) to (d) for details). Included among these agreements is a
  Business Cooperation Agreement. Under this agreement the Company effectively
  controls K's Media. As a result of the Business Cooperation Agreement, Ks Media
  is deemed to be a subsidiary of the Company under Accounting Standard
  Codification (ASC) Topic 810, Consolidation.

On February 22, 2008, Orient Come assigned its rights and
  obligations under the Business Cooperation Agreement to K's Media Broadcasting
  Cultural Co. Ltd. ("K's Media Broadcasting") (see Note 1(b) for details). K's
  Media Broadcasting, a company organized under the laws of China, is a wholly
  owned subsidiary of the Company.

As a result of the Share Exchange Agreement, the Company is
  involved in the advertising business that targets high end consumers in China by
  placing premium brand advertising in "entertainment" clubs on behalf of top-tier
  consumer products clients. Entertainment clubs are popular entertainment
  establishments in Asia that rent private rooms containing karaoke singing
  equipment, typically to groups of friends and business colleagues.

The Share Exchange Agreement has been considered a reverse
  acquisition as Orient Come effectively assumed control of the Company. The
  Company (the legal acquirer of Orient Come) in substance is the accounting
  acquiree and Orient Come (the legal acquiree of the Company) is the accounting
  acquirer. The consolidated financial statements presented are those of Orient
  Come, the accounting acquirer, at historical cost, from June 18, 2007 to January
  18, 2008, and combined with the Company thereafter. Orient Come commenced
  operations on June 18, 2007.

At December 23, 2007, the president of the Company was the
  brother of a significant stockholder of Orient Come and Ks Media.

The following agreements were entered into concurrent with the
  Share Exchange Agreement:

F-5

---

(a) Escrow Agreement

The Company entered into an Escrow Agreement (Escrow
  Agreement) with K's Media and shareholders of K's Media effective December 23,
  2007. Pursuant to the Escrow Agreement, 10,500,000 Escrow Shares of Company
  common stock were deposited and held in an escrow account with an escrow agent.
  The Escrow Agreement, as amended January 31, 2008, September 4, 2008, June 4,
  2009, August 4, 2009, and September 7, 2009, provides for the release and
  delivery to Ks Media stockholders and designees of up to 10,500,000 Escrow
  Shares of Company common stock based on the achievement of certain Performance
  Thresholds and the cancellation of the remaining shares, as follows:

|                                                                                                    |  | Escrow      |  |   |             |  |   | Minimum     | 
|--------------------------------------------------------------------------------------------------- |  | ----------- |  | - | ----------- |  | - | ----------- | 
|                                                                                                    |  | Shares      |  |   | Performance |  |   | Performance | 
|                                                                                                    |  | Deliverable |  |   | Threshold   |  |   | Threshold   | 
|                                                                                                    |  |             |  |   |             |  |   |             | 
|K's Media Signed Sales:                                                                             |  |             |  |   |             |  |   |             | 
|16 months ended April 30, 2009                                                                      |  | 2,625,000   |  | $ | 1,900,000   |  | $ | 1,059,395   | 
|Year ended April 30, 2010                                                                           |  | 2,625,000   |  | $ | 14,380,000  |  | $ | 7,990,224   | 
|Year ended April 30, 2011                                                                           |  | 2,625,000   |  | $ | 33,230,000  |  | $ | 18,464,803  | 
|                                                                                                    |  |             |  |   |             |  |   |             | 
|Number of Agreements with entertainment clubs initiated by K' Media stockholders
    and designees: |  |             |  |   |             |  |   |             | 
|16 months ended April 30, 2009                                                                      |  | 1,575,000   |  |   | 600         |  |   | 300         | 
|Year ended April 30, 2010                                                                           |  | 525,000     |  |   | 300         |  |   | 300         | 
|Year ended April 30, 2011                                                                           |  | 525,000     |  |   | 300         |  |   | 300         | 
|                                                                                                    |  |             |  |   |             |  |   |             | 
|Total                                                                                               |  | 10,500,000  |  |   |             |  |   |             | 

Under the Escrow Agreement, as amended, if the applicable
  Performance Threshold is met, the respective parties are to be delivered the
  Escrow Shares deliverable. If the Minimum Performance Threshold is not met, the
  applicable Escrow Shares are to be returned to the Company and cancelled. If the
  Minimum Performance Threshold is met but the Performance Threshold is not met,
  then a proportionate number of the 10,500,000 Escrow Shares (actual results
  divided by the Performance Threshold) are to be delivered to the respective
  parties and the remainder is to be returned to the Company and cancelled.

Effective July 31, 2009, the Company authorized the release of
  a total of 3,679,380 Escrow Shares and cancellation of a total of 520,620 Escrow
  shares in connection with the achievement of performance thresholds relating to
  the 16 months ended April 30, 2010. After such release and cancellation, there
  are 6,300,000 Escrow shares remaining.

(b) Business Cooperation Agreement

Pursuant to the provisions of the Business Cooperation
  Agreement, which has a term of 20 years, K's Media retained the services of
  Orient Come in relation to the current and proposed operations of K's Media's
  business in China ("Orient Come's Services"). Under the Business Cooperation
  Agreement, K's Media will remit a quarterly consulting fee, equal to 80% of its
  quarterly revenues after deduction of direct operating costs, expenses and taxes
  in consideration of Orient Come's services.

On February 22, 2008, Orient Come assigned its rights and
  obligations under the Business Cooperation Agreement to K's Media Broadcasting
  Cultural Co. Ltd. ("K's Media Broadcasting") pursuant to an Assignment Agreement
  dated February 22, 2008 (the "Assignment Agreement"). Under the Assignment
  Agreement, Orient Come assigned all of its right, title and interest in and to
  the Business Cooperation Agreement and Ks Media Broadcasting agreed to assume all of Orient Come's obligations under the Business
  Cooperation Agreement. K's Media Broadcasting, a company organized under the
  laws of China, is a wholly owned subsidiary of the Company.

F-6

---

(c) Option Agreement

Under an Option Agreement entered into by and among Orient
  Come, shareholders of K's Media and K's Media effective as of December 23, 2007,
  the shareholders of Ks Media, irrevocably granted to Orient Come or its
  designated party an exclusive option to purchase, to the extent permitted by
  China law, a portion or all of their respective equity interests in Ks Media
  for a purchase price of $100. Orient Come or its designated party has the sole
  discretion to decide when to exercise the option, whether in part or in full.
  The agreement has a term of 20 years.

(d) Equity Pledge Agreement

Under an Equity Pledge Agreement entered into by and among
  Orient Come, K's Media and shareholders of K's Media dated December 23, 2007,
  the shareholders of K's Media pledged, all of their equity interests in K's
  Media to guarantee the performance of K's Media in its obligations under the
  Business Cooperation Agreement. If K's Media or any of its shareholders breaches
  his/her respective contractual obligations under this agreement, or upon the
  occurrence of one of the events regarded as an event of default under each such
  agreement, Orient Come, as pledgee, will be entitled to certain rights,
  including the right to dispose of the pledged equity interests. The shareholders
  of K's Media agree not to dispose of the pledged equity interests or take any
  actions that would prejudice Orient Come's interest, and to notify the Company
  of any events or upon receipt of any notices which may affect Orient Come's
  interest in the pledge. The term of the Pledges shall last until all obligations
  under the Exclusive Business Cooperation Agreement have been satisfied by Ks
  Media.

Going Concern

The Company has incurred net operating losses since inception.
  The Company faces all the risks common to companies that are relatively new,
  including under capitalization and uncertainty of funding sources, high initial
  expenditure levels, uncertain revenue streams, and difficulties in managing
  growth. At April 30, 2010, the Company has accumulated losses of $8,658,232
  since inception. The Company's recurring losses raise substantial doubt about
  its ability to continue as a going concern. The Company's consolidated financial
  statements do not reflect any adjustments that might result from the outcome of
  this uncertainty. The Company expects to incur losses from its business
  operations and will require additional funding during the year ended April 30,
  2010. The future of the Company hereafter will depend in large part on the
  Company's ability to successfully raise capital from external sources to pay for
  planned expenditures and to fund operations.

Management believes that its current and future plans will
  enable it to continue as a going concern. The Company's ability to achieve these
  objectives cannot be determined at this time. These financial statements do not
  give effect to any adjustments which would be necessary should the Company be
  unable to continue as a going concern and therefore be required to realize its
  assets and discharge its liabilities in other than the normal course of business
  and at amounts different from those reflected in the accompanying financial
  statements.

Note 2. Statement of Information Furnished

The accompanying unaudited interim consolidated financial
  statements have been prepared in accordance with Form 10-Q instructions and in
  the opinion of management contain all adjustments (which are of a normal
  recurring nature) necessary to present fairly the financial position as of April
  30, 2010, and the results of operations and cash flows for the three and nine
  months ended April 30, 2010 and 2009. These results have been determined on the
  basis of generally accepted accounting principles and practices in the United
  States and applied consistently with those used in the preparation of the
  Company's 2009 Annual Report on Form 10-K. Operating results for the year ended
  April 30, 2010.

These consolidated financial statements include the accounts of
  K's Media (Registrant, formerly known as Kinglake Resources Inc.), Oriental Come
  Holdings Limited (100% owned subsidiary), Beijing K's Media Broadcasting Ltd.
  Co. (100% owned subsidiary) and Beijing K's Media Advertising Ltd. Co., which is
  deemed to be a Variable Interest Entity of the Company through contractual relationship. This
  consolidation is required by ASC Topic, Consolidation.

F-7

---

Note 3. Changes in Accounting Policies

The Company adopted the following accounting policies
  during the period:

(i) Disclosures about Derivative Instruments and Hedging
  Activities

On May 1, 2009, the Company adopted ASC Topic 815-10, Derivatives and Hedging. This statement is intended to improve
  transparency in financial reporting by requiring enhanced disclosures of an
  entitys derivative instruments and hedging activities and their effects on the
  entitys financial position, financial performance, and cash flows. ASC Topic
  815-10 applies to all derivative instruments within its scope as well as related
  hedged items, bifurcated derivatives, and non-derivative instruments that are
  designated and qualify as hedging instruments. Entities with instruments subject
  to ASC Topic 815-10 must provide more robust qualitative disclosures and
  expanded quantitative disclosures. The adoption of this statement did not have
  any material effect on the Company's consolidated financial statements.

(ii) Determination of the Useful Life of Intangible Assets

On May 1, 2009, the Company adopted the amendment to ASC No.
  350 issued by FASB entitled Determination of the Useful Life of Intangible
    Assets, which amends the factors that should be considered in developing
  renewal or extension assumptions used to determine the useful life of a
  recognized intangible asset. The amendment did not have a material impact on the
  Companys financial statements.

(iii) Accounting for Convertible Debt Instruments That May Be
  Settled in Cash upon Conversion (Including Partial Cash Settlement)

On May 1, 2009, the Company adopted ASC Topic 470-20, Debt
  - Debt with Conversion and Other Options. ASC Topic 470-20 clarifies the
  accounting for convertible debt instruments that may be settled in cash
  (including partial cash settlement) upon conversion. ASC Topic 470-20 requires
  issuers to account separately for the liability and equity components of certain
  convertible debt instruments in a manner that reflects the issuer's
  nonconvertible debt (unsecured debt) borrowing rate when interest cost is
  recognized. ASC Topic 470-20 requires bifurcation of a component of the debt,
  classification of that component in equity and the accretion of the resulting
  discount on the debt to be recognized as part of interest expense in our
  consolidated statement of operations. ASC Topic 470-20 requires retrospective
  application to the terms of instruments as they existed for all periods
  presented. The adoption of ASC Topic 470-20 did not have any material effect on
  the Company's consolidated financial statements.

(iv) Determining Whether an Instrument (or an Embedded Feature)
  Is Indexed to an Entity's Own Stock

On May 1, 2009, the Company adopted ASC Topic 815-40, Derivatives and Hedging  Contracts in Entitys Own Equity. ASC Topic
  815-40 provides that an entity should use a two step approach to evaluate
  whether an equity-linked financial instrument (or embedded feature) is indexed
  to its own stock, including evaluating the instrument's contingent exercise and
  settlement provisions. It also clarifies on the impact of foreign currency
  denominated strike prices and market-based employee stock option valuation
  instruments on the evaluation. Adoption of ASC Topic 815-40 did not have any
  material effect on the Companys consolidated financial position and results of
  operations.

(v) Determining Whether Instruments Granted in Share-Based
  Payment Transactions Are Participating Securities

On May 1, 2009, the Company adopted ASC Topic 260, Earnings
  Per Share. Under this standard, unvested share-based payment awards that
  contain rights to receive non-forfeitable dividends (whether paid or unpaid) are
  participating securities, and should be included in the two-class method of
  computing EPS. The adoption of ASC Topic 260 did not have a material impact on
  the Companys financial statements.

F-8

---

(vi) Issuers accounting for Liabilities Measured at Fair Value
  with a Third-Party Credit Enhancement

On May 1, 2009, the Company adopted ASC Topic 820, Fair
  Value Measurements and Disclosures. ASC Topic 820 determines an issuers
  unit of accounting for a liability issued with an inseparable third-party credit
  enhancement when it is measured or disclosed at fair value on a recurring basis.
  Adoption of ASC Topic 820 did not have any material effect on the Companys
  consolidated financial position and results of operations.

(vii) Disclosures about Credit Derivatives and Certain
  Guarantees

On May 1, 2009, the Company adopted ASC Topic 815-10-65, Derivatives and Hedging  Overall  Transition and Open Effective Date
  Information. ASC Topic 815-10-65 requires disclosures by sellers of credit
  derivatives, including credit derivatives embedded in a hybrid instrument. ASC
  Topic 815-10-65 also amends ASC Topic 952, Franchisors, to require
  additional disclosure about the current status of the payment/performance risk
  of a guarantee. Finally, ASC Topic 815-10-65 clarifies the Boards intent about
  the effective date of ASC Topic 815, Derivatives and Hedging. Adoption
  of ASC Topic 815-10-65 did not have any material effect on the Companys
  consolidated financial position and results of operations.

(viii) Equity Method Investment Accounting Considerations

On May 1, 2009, the Company adopted ASC Topic 323, Investments - Equity Method and Joint Ventures. ASC Topic 323 clarifies
  accounting for certain transactions and impairment considerations involving the
  equity method. Transactions and impairment dealt with are initial measurement,
  decrease in investment value, and change in level of ownership or degree of
  influence. Adoption of ASC Topic 323 did not have any material effect on the
  Companys consolidated financial position and results of operations.

(ix) Accounting for Defensive Intangible Assets

On May 1, 2009, the Company adopted ASC Topic 350-30-35, Intangibles - Goodwill and Others - General Intangibles Other Than Goodwill
   Subsequent Measurement. ASC Topic 350-30-35 clarifies how to account for
  defensive intangible assets subsequent to initial measurement. ASC Topic
  350-30-35 applies to all defensive intangible assets except for intangible
  assets that are used in research and development activities. Adoption of ASC
  Topic 350-30-35 did not have any material effect on the Companys consolidated
  financial position and results of operations.

(x) Accounting for an Instrument (or an Embedded Feature) with
  a Settlement Amount that is based on the Stock of an Entitys Consolidated
  Subsidiary

On May 1, 2009, the Company adopted ASC Topic 815-40, Derivatives and Hedging - Contracts in Entitys Own Equity. ASC Topic
  815-40 clarifies whether a financial instrument for which the payoff to the
  counterparty is based, in whole or in part, on the stock of an entitys
  consolidated subsidiary is indexed to the reporting entitys own stock. Adoption
  of ASC Topic 815-40 did not have any material effect on the Companys
  consolidated financial position and results of operations.

(xi) Disclosures by Public Entities (Enterprises) about
  Transfers of Financial Assets and Interests in Variable Interest Entities

On May 1, 2009, the Company adopted ASC Topic 860, Transfers and Servicing. ASC Topic 860 requires public entities to
  provide additional disclosures about transfers of financial assets. ASC Topic
  860 also requires public enterprises, including sponsors that have a variable
  interest entity, to provide additional disclosures about their involvement with
  a variable interest entity. ASC Topic 860 also requires certain additional
  disclosures, in regards to variable interest entities, to provide greater
  transparency to financial statement users. Adoption of ASC Topic 860 did not
  have any material effect on the Companys consolidated financial position and
  results of operations.

(xii) Recognition of Interest Income and Impairment on
  Purchased Beneficial Interests and Beneficial Interests that Continue to be Held
  by a Transferor in Securitized Financial Assets

On May 1, 2009, The FASB released ASC Topic 325-40, Investments - Other - Beneficial Interests in Securitized Financial
  Assets. ASC Topic 325-40 allows for the use of other-than-temporary
  impairment assessments established in ASC Topic 320, Investments  Debt and Equity
    Securities, for securities that had previously been subject to the
  impairment assessment under ASC Topic 325-40. ASC Topic 320 allows a reporting
  entity to assess an impaired security that is classified as either
  available-for-sale or held-to-maturity debt in order to determine whether the
  impairment should be recognized as other-than-temporary and recognized in
  earnings.

F-9

---

Under ASC Topic 325-40, management can base the value it
  reports in the financial statements on its judgment of its ability to collect
  all the contracted amounts due.

Adoption of ASC Topic 325-40 did not have any material effect
  on the Companys consolidated financial position and results of operations.

(xiii) Interim Disclosures about Fair Value of Financial
  Instruments

On May 1, 2009, the Company adopted ASC Topic 825,
  Financial Instruments, which extend the annual financial statement
  disclosure requirements for financial instruments to interim reporting periods
  of publicly traded companies. The adoption of ASC Topic 825 did not have a
  material impact on the Companys consolidated financial statements.

(xiv) Recognition and Presentation of Other-Than-Temporary
  Impairments

On July 1, 2009, the Company adopted ASC Topic 320, Investment - Debt and Equity Securities, which amends the
  other-than-temporary impairment guidance for debt securities to make the
  guidance more operational and to improve the presentation and disclosure of
  other-than-temporary impairments in the financial statements. The guidance
  requires that an entity evaluate for and record an other-than-temporary
  impairment even when it concludes that it does not intend to sell an impaired
  security and does not believe it likely that it will be required to sell the
  security before recovery of the amortized cost basis. Once an entity has
  determined that an other-than-temporary impairment has occurred, it is required
  to record the credit loss component of the difference between the securities
  amortized cost basis and the estimated fair value in earnings, whereas the
  remaining difference is to be recognized as a component of other comprehensive
  income and amortized over the remaining life of the security. The adoption of
  this guidance did not have a material impact on our consolidated financial
  position or results of operations.

(xv) Determining Fair Value When the Volume and Level of
  Activity for the Asset or Liability Have Significantly Decreased and Identifying
  Transactions That Are Not Orderly

On July 1, 2009, the Company adopted ASC Topic 820, Fair
  Value Measurement and Disclosures, for estimating fair value when the
  volume and level of activity related to the asset or liability has significantly
  decreased. This also includes guidance on identifying circumstances that
  indicate a transaction is not orderly and emphasizes that even if there has been
  a significant decrease in the volume and level of activity for the asset or
  liability and regardless of the valuation technique(s) used, the objective of a
  fair value measurement remains the same. The adoption of this standard did not
  have a material impact on our consolidated financial position or results of
  operations.

(xvi) Accounting for Assets Acquired and Liabilities Assumed in
  a Business Combination that Arise from Contingencies

On January 1, 2009, the Company adopted ASC Topic 805, Business Combinations,to address application issues on initial and
  subsequent recognition and measurement arising from contingencies in a business
  combination. The adoption of ASC Topic 805 did not have an impact on the
  Companys consolidated financial statements.

(xvii) Subsequent Events

On July 1, 2009, the Company adopted ASC Topic 855, Subsequent Events, was amended and defines subsequent events as
  transactions that occur after the balance sheet date but before financial
  statements are issued or are available to be issued. The amendment defines two
  types of subsequent events: (i) events or transactions that provide additional
  evidence about conditions that existed at the date of the balance sheet,
  including the estimates inherent in the process of preparing financial
  statements (that is, recognized subsequent events); and (ii) events that provide
  evidence about conditions that did not exist at the date of the balance sheet
  but arose after that date (that is, non-recognized subsequent events).

F-10

---

In addition, the amendment
  requires an entity to disclose the date through which subsequent events have
  been evaluated, as well as whether that date is the date the financial
  statements were issued or the date the financial statements were available to be
  issued. The adoption of the amendment did not have any effect on our financial
  position, results of operations or cash flows.

In February 2010, the FASB issued ASU 2010-09, Subsequent
  Events (Topic 855): Amendments to Certain Recognition and Disclosure
  Requirements.This amendment removes the requirement for an SEC filer to
  disclose a date through which subsequent events have been evaluated in both
  issued and revised financial statements. Revised financial statements include
  financial statements revised as a result of either correction of an error or
  retrospective application of U.S. GAAP. The amendment in the ASU was effective
  for the Company upon issuance (February 24, 2010). The adoption of ASU 2010-09
  had no effect on our consolidated financial statements.

(xviii) The FASB Accounting Standards Codification and the
  Hierarchy of Generally Accepted Accounting Principles

On August 1, 2009, the Company adopted the FASB Accounting
  Standards Codification(the FASB ASC) as the single source of
  authoritative non-governmental U.S. GAAP. The FASB ASC did not change current
  U.S. GAAP, but simplified user access to all authoritative U.S. GAAP by
  organizing all the authoritative literature related to a particular topic in one
  place. All existing accounting standard documents were superseded and all other
  accounting literature not included in the FASB ASC is now considered
  non-authoritative. The adoption of the FASB ASC did not have an impact on the
  Companys consolidated financial statements.

(xix) Measuring Liabilities at Fair Value

On September 1, 2009, the Company adopted ASU No. 2009-05, Measuring Liabilities at Fair Value, or ASU 2009-05, which amends ASC
  820 to provide clarification of a circumstances in which a quoted price in an
  active market for an identical liability is not available. A reporting entity is
  required to measure fair value using one or more of the following methods: 1) a
  valuation technique that uses a) the quoted price of the identical liability
  when traded as an asset or b) quoted prices for similar liabilities (or similar
  liabilities when traded as assets) and/or 2) a valuation technique that is
  consistent with the principles of ASC 820. ASU 2009-05 also clarifies that when
  estimating the fair value of a liability, a reporting entity is not required to
  adjust to include inputs relating to the existence of transfer restrictions on
  that liability. The adoption of this ASU did not have an impact on the Companys
  consolidated financial statements.

(xx) Fair Value Measurements and Disclosure

On November 1, 2009, the Company adopted ASU No. 2009-12, Fair Value Measurements and Disclosure,or ASU 2009-12, which provides
  additional guidance on using the net asset value per share, provided by an
  investee, when estimating the fair value of an alternate investment that does
  not have a readily determinable fair value and enhances the disclosures
  concerning these investments. The adoption of this ASU did not have a material
  impact on the Companys consolidated financial statements.

Under generally accepted accounting principles, we are required
  1) to measure certain assets and liabilities at fair value or 2) to disclose the
  fair value of certain assets and liabilities recorded at cost. Pursuant to these
  fair value measurement and disclosure requirements, fair value is defined as the
  price that would be received upon sale of an asset or paid upon transfer of a
  liability in an orderly transaction between market participants at the
  measurement date and in the principal or most advantageous market for that asset
  or liability. The fair value is calculated based on assumptions that market
  participants would use in pricing the asset or liability, not on assumptions
  specific to the entity. In addition, the fair value of liabilities includes
  consideration of non-performance risk, including our own credit risk. Each fair
  value measurement is reported in one of the following three levels:

- Level 1 - valuation inputs are based upon unadjusted quoted prices for
    identical instruments traded in active markets.

F-11

---

- Level 2 - valuation inputs are based upon quoted prices for similar
      instruments in active markets, quoted prices for identical or similar
      instruments in markets that are not active, and model-based valuation
      techniques for which all significant assumptions are observable in the market
      or can be corroborated by observable market data for substantially the full
      term of the assets or liabilities.
- Level 3 - valuation inputs are unobservable and typically reflect
      managements estimates of assumptions that market participants would use in
      pricing the asset or liability. The fair values are therefore determined using
      model-based techniques that include option pricing models, discounted cash
      flow models and similar techniques.

At April 30, 2010 and 2009, the fair values of cash and cash
  equivalents, accounts receivables and accounts payable approximated their
  carrying values due to the short-term nature of these instruments.

(xxi) Transfers and Servicing

On December 1, 2009, the Company adopted ASC Topic 860, Transfers and Servicing. ASC Topic 860 was amended to improve the
  relevance, representational faithfulness and comparability of the information
  that a reporting entity provides in its financial reports about a transfer of
  financial assets; the effects of a transfer on its financial position, financial
  performance, and cash flows; and a transferors continuing involvement in
  transferred financial assets. The adoption of ASC Topic 860 did not have a
  material impact on the Companys consolidated financial statements.

Recent Accounting Pronouncements

(i) Consolidation of Variable Interest Entities

In June 2009, the FASB issued an amendment to ASC Topic 810,
  entitled Consolidation of Variable Interest Entities, which changes how
  a company determines when an entity that is insufficiently capitalized or is not
  controlled through voting (or similar rights) should be consolidated. The
  determination of whether a company is required to consolidate an entity is based
  on, among other things, an entitys purpose and design and a companys ability
  to direct the activities of the entity that most significantly impact the
  entitys economic performance. This amendment requires ongoing reassessments of
  whether an enterprise is the primary beneficiary of a variable interest entity
  and will require a company to provide additional disclosures about its
  involvement with variable interest entities, any significant changes in risk
  exposure due to that involvement and how its involvement with a variable
  interest entity affects the companys financial statements. This amendment will
  be effective at the start of the Companys fiscal year beginning May 1, 2010.
  The Company is currently evaluating the impact, if any, that the adoption of
  this amendment will have on its financial statements.

(ii) Revenue Recognition: Multiple Deliverable Revenue
  Arrangements and Certain Revenue Arrangements That Include Software Elements

In October 2009, FASB issued ASU No. 2009-13, Revenue
  Recognition(Topic 605): Multiple Deliverable Revenue Arrangements(a Consensus of the FASB EITF). ASU No. 2009-13 modifies ASC 605-25, Revenue Recognition - Multiple-Element Arrangements(formerly EITF
  00-21). ASU No. 2009-13 requires an entity to allocate the revenue at the
  inception of an arrangement to all of its deliverables based on their relative
  selling prices. This guidance eliminates the residual method of allocation of
  revenue in multiple deliverable arrangements and requires the allocation of
  revenue based on the relative-selling-price method. The determination of the
  selling price for each deliverable requires the use of a hierarchy designed to
  maximize the use of available objective evidence, including, VSOE, third party
  evidence of selling price (TPE), or estimated selling price (ESP).

In October 2009, FASB issued Accounting Standards Update (ASU)
  No. 2009-14, Topic 985: Certain Revenue Arrangements That Include Software
    Elements. ASU No. 2009-14 modifies ASC 985-605, Software Revenue,
  such that the following products would be considered non-software deliverables
  and therefore excluded from the scope of ASC 985-605:

F-12

---

- Tangible products that contain software elements and non-software elements
      that function together to deliver the tangible products essential
      functionality.
- Undelivered elements that are essential to the above described tangible
      products functionality.

ASU No. 2009-13 and ASU No. 2009-14 must be adopted no later
  than the beginning of the Companys fiscal year 2011 and early adoption is
  allowed and may be adopted either under the prospective method, whereby the
  guidance will apply to all revenue arrangements entered into or materially
  modified after the effective date, or under the retrospective application,
  whereby the guidance will apply to all revenue arrangements for all periods
  presented. An entity may elect to adopt ASU No. 2009-13 and ASU No. 2009-14 in a
  period other than their first reporting period of a fiscal year under the
  prospective method but must adjust the revenue of prior reported periods such
  that all new revenue arrangements entered into, or materially modified, during
  the fiscal year of adoption are accounted for under this guidance.

The adoption of ASU No. 2009-13 and ASU No. 2009-14 will allow
  the separation of deliverables under more arrangements which may result in less
  revenue deferral. For such arrangements, the application of the relative-selling
  price method of allocating the revenue of an arrangement and the elimination of
  the residual method of allocation may result in a different reallocation of
  revenue from product revenue, which is recognized upon delivery, to support
  revenue, which is recognized ratably over the support period.

The Company is currently evaluating the impact of these
  pronouncements on its financial position and results of operations.

Note 4. Earnings (Loss) Per Share

Basic earnings or loss per share is based on the weighted
  average number of common shares outstanding. Diluted earnings or loss per share
  is based on the weighted average number of common shares outstanding and
  dilutive common stock equivalents. The computation of earnings (loss) per share
  is net earnings (loss) available to common stockholders (numerator) divided by
  the weighted average number of common shares outstanding (denominator) during
  the periods presented. All earnings or loss per share amounts in the financial
  statements are basic earnings or loss per share, as defined by ASC Topic 260,
  Earnings per Share. Diluted loss per share does not differ from basic loss per
  share for all periods presented. Convertible securities that could potentially
  dilute basic earnings per share in the future are not included in the
  computation of diluted loss per share because to do so would be anti-dilutive.
  All per share and per share information are adjusted retroactively to reflect
  stock splits and changes in par value, when applicable.

|                                                                                          |   | The year ended April 30, |  
|----------------------------------------------------------------------------------------- | - | ------------------------ | -
|                                                                                          |   | 2010                     |  
|Numerator  net income (loss) available to 
                common
      stockholders     | $ | (3,854,270               | )
|Denominator  weighted average number of 
                common shares
      outstanding |   | 25,718,142               |  
|Basic and diluted loss per common share                                                   | $ | (0.15                    | )

F-13

---

Note 5. Prepaid Expenses and Other Receivables

As of April 30, 2010 and 2009, prepaid expenses and other
  receivables consist of the following:

|                                            |   | The year ended April 30, | 
|------------------------------------------- | - | ------------------------ | 
|                                            |   | 2010                     | 
|Prepaid trade expenses                      | $ | -                        | 
|Prepaid consultants and corporate expenses  |   | 20,050                   | 
|Money advanced to office and staff for exp. |   | 653,630                  | 
|                                            | $ | 673,680                  | 

Note 6. Equipment

Equipment as of April 30, 2010 and 2009 is summarized as
  follows:

|                               |   | The year ended April 30, |  
|------------------------------ | - | ------------------------ | -
|                               |   | 2010                     |  
|Computer equipment             | $ | 58,624                   |  
|Office equipment               |   | 9,659                    |  
|                               |   | 68,283                   |  
|Less: accumulated depreciation |   | (18,031                  | )
|                               | $ | 50,252                   |  

The depreciation expense incurred during the three-month and
  nine-month periods ended April 30, 2010 and 2009 were $3,311 and $9,852 ,
  respectively.

Note 7. Accounts Payable and Accrued Liabilities

As of April 30, 2010 and 2009, accounts payable and accrued
  liabilities consist of the following:

|                 |   | The year ended April 30, | 
|---------------- | - | ------------------------ | 
|                 |   | 2010                     | 
|Accounts payable | $ | 1,369,381                | 
|                 |   |                          | 
|Other payables   |   | 30,249                   | 
|                 | $ | 1,399,630                | 

Note 8. Capital Stock

(a) Preferred Stock

The Company is authorized to issue up to 100,000,000 shares of
  Preferred Stock with a par value of $0.00001 per share under terms and
  conditions as set forth in its Articles of Incorporation. At April 30, 2010, the
  Company did not have any outstanding preferred stock.

F-14

---

(b) Common Stock

The Company is authorized to issue up to 100,000,000 shares of
  Common Stock with a par value of $0.00001 per share under terms and conditions
  as set forth in its Articles of Incorporation.

On July 17, 2008, the Company completed the sale of 1,666,667
  units of its securities (the "Units"), with each Unit consisting of (a) one
  share of the Company's Common Stock, par value $0.00001 per share (the "Common
  Stock"), (b) a warrant to purchase one share of Common Stock at a purchase price
  of $6.00 per share of Common Stock (the "Group A Warrant"), and (c) a warrant to
  purchase one share of Common Stock at a purchase price of $9.00 per share of
  Common Stock (the "Group B Warrant"), for a purchase price of $3.00 per Unit.
  The aggregate proceeds from the sale of the Units, prior to expenses incurred in
  connection with the offer and sale of the Units, was $5,000,000. The Company
  sold the Units to a single investor pursuant to applicable exemptions from
  registration under the Securities Act of 1933, as amended. The total cost for
  the $5,000,000 private placement was $406,164, resulting in net proceeds of
  $4,593,836. The proceeds from the issuance of the units were allocated between
  the warrants and the common shares on the basis of relative fair values. The
  fair value of the warrants of $893,371 was calculated using the Black-Scholes
  model using the following assumptions: Volatility of 14.25%, expected term of 5
  years, risk free interest rate of 3.35% .

The Group A Warrant has an exercise price of $6.00 per share
  and is exercisable for a five-year period commencing on July 17, 2008, to
  purchase 1,666,667 shares of Common Stock in the aggregate. The Group A Warrant
  is subject to proportional adjustment for stock splits, stock dividends,
  recapitalizations, reclassifications, and similar corporate events. The Group A
  Warrant may not be exercised on a cashless basis.

The Company may redeem the Group A Warrant at its option at a
  price of $0.05 per share if the closing bid price of the Company's Common Stock
  exceeds $8.00 per share for a period of 20 consecutive trading days, provided
  that the Company's redemption right will not be in effect during any period
  during which the Company does not have in place an effective registration
  statement under the Securities Act of 1933, as amended (the "Securities Act"),
  registering the shares of Common Stock issuable upon exercise of the Group A
  Warrant.

The Group B Warrant is exercisable to purchase 1,666,667 shares
  of Common Stock. The terms of the Group B Warrant are identical to the Group A
  Warrant, except that the exercise price is $9.00 per share of Common Stock, and
  the price per share of Common Stock initiating the Company's repurchase rights
  is $12.00 per share.

The Units, including the shares of Common Stock and Group A
  Warrant and Group B Warrant included therein, were issued without registration
  under the Securities Act in reliance upon the exemption from registration set
  forth in Rule 506 of Regulation D ("Regulation D"), promulgated pursuant to
  Section 4(2) of the Securities Act, Regulation S promulgated under the
  Securities Act, and Section 4(6) of the Securities Act. The Company based such
  reliance upon representations made by the purchaser of the Units to the Company
  regarding such purchaser's investment intent, sophistication, and status as an
  "accredited investor," as defined in Regulation D, and on the investor's
  representations as to its residency and the offshore purchase of the Units,
  among other things. The Units, including the shares of Common Stock and Group A
  Warrant and Group B Warrant included therein, and the shares of Common Stock
  issuable upon exercise of the Group A Warrant and Group B Warrant, may not be
  offered or sold in the United States absent registration pursuant to the
  Securities Act or an applicable exemption from the registration requirements of
  the Securities Act. The share certificates for the Common Stock and the Group A
  Warrant and Group B Warrant bear restrictive legends permitting the transfer of
  the securities only in compliance with applicable securities laws.

On October 8, 2008, the Company issued 112,500 shares of Common
  Stock at a fair market value of $641,250 to employees, and the amount was
  recorded as compensation expense.

In November 2008, the Company entered into a financing and
  investor relations agreement for eight months. Under this agreement the Company
  issued 900,000 shares of Common Stock valued at market totaling $5,130,000 and
  $25,000 in cash. The agreement was cancelled in February 2009 and 850,000 shares
  issued were returned for cancellation. The net consideration of $310,000
  ($25,000 cash and $285,000 market value of 50,000 shares of common stock) was
  expensed $193,750 in the year ended April 30, 2009 and $116,250 in the year
  ended April 30, 2009.

F-15

---

Effective July 31, 2009, the Company authorized the release of
  a total of 3,679,380 Escrow Shares and cancellation of a total of 520,620 Escrow
  Shares in connection with the achievement of performance thresholds relating to
  the 16 months ended April 30, 2009 (see Note 1). The Company reflected the
  $919,845 estimated fair value of the 3,679,380 released Escrow Shares as general
  and administrative expenses in the accompanying consolidated statement of
  operations for the year ended April 30, 2009 and increased additional paid-in
  capital by the same amount.

Note 9. Related Party Balances/Transactions

During the year ended April 30, 2010 and 2009, the Company
  accrued $24,520 and $8,086 in consulting fees to a related party of the
  Companys President and CEO, respectively.

For the purpose of currency conversion, the Company sends
  foreign currency to an agent in China which is a related party to the Company,
  and then receives Renminbi back from the agent right after the conversion. The
  shareholder of the agent is the father of the Companys CFO and one of its
  shareholders. During the nine-month period ended April 30, 2010, the Company
  sent $168,734 to the agent, and the agent returned $164,722 to the Company. As
  of filing date of this Form 10-K, the remaining balance of $251,044 (April 30,
  2009: $247,032) has not yet been returned to the Company.

Note 10. Concentrations and Credit Risk

The Company operates principally in China and grants credit to
  its customers in this geographic region. Although China is economically stable,
  it is always possible that unanticipated events in foreign countries could
  disrupt the Companys operations.

For the year ended April 30, 2010 net revenues of $3,545,508
  included $36,800 from barter transactions. For year ended April 30, 2010, one
  customer accounted for 72% of net revenues.

Note 11. Statutory Reserves

Pursuant to Chinese regulations and laws, Ks Media and Ks
  Media Broadcasting are required to make appropriations to the reserve funds and
  staff welfare fund, based on after tax net income determined in accordance with
  generally accepted accounting principles of the Peoples Republic of China
  (China GAAP). Appropriations to the reserve funds should be at least 10% of
  the after tax net income determined in accordance with China GAAP until the
  reserve is equal to 50% of the respective entitys registered capital. The
  reserve funds are established for covering corporate obligations in the event of
  business liquidation. Any additional appropriations to the reserve funds over
  the 10% requirement are made at the discretion of the Board of Directors. The
  reserve funds and staff welfare funds are recorded as part of the retained
  earnings but are not available for distribution to the owners of the Company
  other than in liquidation. Appropriations to the staff welfare fund are at a
  percentage, as determined by the Board of Directors, of the after tax net income
  determined in accordance with China GAAP. The staff welfare fund is established
  for the purpose of providing employee facilities and other collective benefits
  to the employees. The appropriations are made on an annual basis.

Due to the entities losses, no appropriations have been made
  to the reserve funds and staff welfare fund.

F-16

---

Note 12. Commitments

The Company has entered into agreements with various Karaoke
  (KTV) and night clubs for rental of space in karaoke rooms and broadcasting
  fees for advertisements. As of April 30, 2010, future rental and fee commitments
  are payable as follows:

|Year ended April 30, |   |           | 
|-------------------- | - | --------- | 
|2010                 | $ | 462,085   | 
|2011                 |   | 1,827,905 | 
|2012                 |   | 1,484,293 | 
|2013                 |   | 1,389,298 | 
|2014                 |   | 306,317   | 
|                     | $ | 5,469,898 | 

F-17

---

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

On February 18, 2009, we engaged
Goldman Parks Kurland Mohidin LLP, an independent registered firm of Certified
Public Accountants, as our principal independent accountant with the approval of
our board of directors. On July 2010, we engaged Michael T. Studer, C.P.A.,
P.C., an independent registered firm of Certified Public Accountants with the
approval of our board of directors. Our termination of our relationship with
Goldman Parks Kurland Mohidin LLP and our engagement of Michael T. Studer,
C.P.A., P.C. was not the result of any disagreement on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with
the participation of the Company's management, including the Companys Chief
Executive Officer and Chief Financial Officer, the Company has evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures pursuant to applicable rules under the Exchange Act as of April 30,
2010. Based on that evaluation, the Companys Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures
are effective.

Internal Control Over Financial Reporting

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Exchange Act Rule 13a-15(f). The Companys internal
control over financial reporting is a process designed to provide reasonable
assurance to our management and board of directors regarding the reliability of
financial reporting and the preparation of the financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America.

Our internal control over
financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America, and that receipts
and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Companys assets that could have a
material effect on the financial statements.

Because of its inherent
limitations, internal controls over financial reporting may not prevent or
detect misstatements. All internal control systems, no matter how well designed,
have inherent limitations, including the possibility of human error and the
circumvention of overriding controls. Accordingly, even effective internal
control over financial reporting can provide only reasonable assurance with
respect to financial statement preparation. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.

30

---

Our management assessed the
effectiveness of our internal control over financial reporting as of April 30,
2009. In making this assessment, it used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Based on our assessment, we believe that, as
of April 30, 2010, the Companys internal control over financial reporting was
effective based on those criteria.

This annual report does not
include an attestation report of our registered public accounting firm regarding
internal control over financial reporting. Managements report was not subject
to attestation by our registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit us to provide only
managements report in this annual report.

Changes in Internal Controls

There were no changes in the
Companys internal control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered
by this report that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including our
Chief Executive Officer and Chief Financial Officer, does not expect that our
disclosure controls and internal controls will prevent all errors and all fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of a simple
error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management or board override of the
control.

The design of any system of
controls also is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions; over time,
controls may become inadequate because of changes in conditions, or the degree
of compliance with the policies or procedures may deteriorate. Because of the
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and not be detected.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.

Officers and Directors

Each of our directors serves
until his or her successor is elected and qualified. Each of our officers is
elected by the board of directors to a term of one (1) year and serves until his
or her successor is duly elected and qualified, or until he or she is removed
from office.

The name, age and position of our officers and director is set
forth below:

|Name         | Age | Position                                  
|------------ | --- | ------------------------------------------
|Jake Wei     | 41  | Chief Financial Officer and
      Director
|James Wei    | 37  | Chief Executive Officer and Director      
|Bernard Chan | 45  | Independent Director                      
|Jie Wang     | 54  | Independent Director                      
|Peng Jin     | 34  | Independent Director                      
|Qing Ren     | 30  | Independent Director                      
|Leslie Lou   | 61  | Independent Director                      



31

---

The persons named above have held
their offices/positions since our inception.

On March 15, 2010, Ke Wang
resigned from his positions as Chairman and a director of K's Media, a Nevada
corporation (the "Registrant"). To fill the vacancies created by his
resignation, on the same date, the board of directors of the Registrant (the
"Board") appointed James Wei as the Chairman, effective immediately, to serve at
the discretion of the Board, until his successor(s) are duly appointed and
qualified.

The business experience of each
of the directors for at least the past five years includes the following:

Jake Wei.Mr. Wei has an extensive background in the management of information
technology and media companies located in China. From 1992 through 1997, Mr. Wei
was the President of Beijing Xinhai Technology Development Corp. From 2002 to
2006, Mr. Wei served as president of Beijing Quicknet Technology Development
Corp., a mobile service provider. Since 2006, Mr. Wei has served as the
President of Greater China Media and Entertainment Corp., a media and
entertainment company in China. In his role as president, he oversaw a team of
over 200 employees, supervising sales/distribution channels, marketing plans and
initiatives, product and application development, customer service and system
operations. Mr. Wei has a Bachelors of Science degree in Computer Science from
Beijing University of Technology in 1991. Jake Wei is the brother of James
Wei.

James Wei.Mr. Wei has served as director and president of China YOUTV Corp., an
international company located in Beijing, China since March 2007. Since 2005 Mr.
Wei has served as CEO and chairman of the board of directors of HuaJu NetMedia,
an Internet company that provides online video viewing services, located in
Beijing, China. Mr. Wei served as Vice President for Beijing XinHai Technology
Development Corp., one of the first Internet Service Providers in China, from
2000 to 2004. James Wei is the brother of Jake Wei.

Bernard Chan.Mr.
Chan has over 18 years of experience in the areas of financial advisory, direct
private investments and corporate finance. Between 2003 and 2007, he was the
chief financial officer for US companies, Asia Payment Systems, Inc. and China
World Trade Corporate, which was listed on OTC Bulletin Board, where he oversaw
M&A and financial projects. He also served as Managing Partner of a Hong
Kong corporate finance providing advisory of U.S. listing and capital raising. Prior to that, Mr. Chan was a member of senior
management for several listed companies in Hong Kong and one of the largest
private landowner in Hawaii, focusing on direct investments and assets
management. He is also a Registered Investment Advisor. Mr. Chan earned his
Master of Business Administration Degree in International Management and
Investment Finance, Master of Science Degree in Applied Econometrics, and
Bachelor of Business Administration Degree in Investment Finance, all from the
University of Hawaii.

Jie Wang. Mr. Wang has
been working as Partner and Managing Director of Hi-Gold Consultants Limited
since 2001. Hi-Gold is a consulting firm located in Hong Kong. He currently also
serves as Independent Director of a Shanghai listed public company and as
Director in two other private companies in China. Positions previously held by
Mr. Wang include Managing Director of Beijing based Orient Century Securities
Investment Consultation, Senior Advisor to the Chairman and CEO of Guangxi
Yuchai Machinery Company Ltd and China Yuchai International (a NYSE listed
company), Deputy Director of Fund Management Department of Stock Exchange
Executive Council (SEEC, Beijing), and Trader in Forex Funding Department of
CITIC Industrial Bank. Wang Jie graduated from Concordia University in Montreal,
Canada with a MBA degree and from the Peoples University of China in Beijing of
China with BA economics. He also studied in the programs and received
certificates of Chinese Securities Course for Independent Directors at the
Securities Association of China/School of Economics and Management, Tsinghua
University in Beijing, and the Canadian Securities Course at the Canadian
Securities Institute in Toronto of Canada.

Peng Jin.Mr. Jin is the
founder and CEO of Shanghai Dingbiao Internet Technology Co., Ltd. He also found
Shanghai Sihan Culture Communication Co., Ltd. in 2006. The Company was sold to
a third party in 2007. Previous positions of Mr. Jin included Vice President of
Shanda Corporation, and Deputy Director of Shanda Family Strategy. Mr. Jin
earned his PhD from School of International Relations and Public Affairs, Fudan
University in Shanghai, China.

Qing Ren. Mr. Ren, is
currently the Vice Chairman of China Enterprises National Energy Group, a
position he has held since 2007. He served as director of KaiRong National
Trading Ltd. and Vice President of Hong Kong MingHua Electronic Ltd. Mr. Ren
graduated from University of British Columbia with BA in economics.

Leslie Lou. Mr. Lou has
over 30 years of experience in business operation and management. Since 2002, he
has been consultant director for Group Fame International Limited (GFI) and GFI
Korea, which is in the Chartered Private aircraft business in Asia. Prior to
joining GFI, he was Operations Manager for TSI Manufacturing LLC (HK) Limited,
Managing Director of Advanced Technology Production Limited (ATP)- Hong Kong,
Operations Manager for Esprit Systems (Hong Kong) Limited and Hazeltine Corporation. Mr. Lou has
earned a MBA in Marketing from New York University, New York.

32

---

Committees of the Board of Directors

On Nov. 24, 2008, Mr. Bernard
Chan, Mr. Jie Wang, Mr. Peng Jin, Mr. Qing Ren and Mr. Leslie Lou have been
appointed as independent directors of the Board of Directors of K's Media (the
"Company") for a term commencing on Nov. 24, 2008, and expiring at the Company's
next Annual Meeting of Stockholders.

The Company has established an
Audit Committee, a Compensation Committee, and a Nominating and Corporate
Governance Committee.

The Audit Committee composed of
three independent directors: Mr. Bernard Chan, Mr. Jie Wang and Mr. Qing Ren;
the Compensation Committee composed of two independent directors: Mr. Bernard
Chan and Mr. Jie Wang, and the Nominating and Corporate Governance Committee
composed of three independent directors: Mr. Bernard Chan, Mr. Jie Wang and Mr.
Qing Ren.

Code of Ethics

We adopted a code of ethics that
applies to all of our employees, including our principal executive officer,
principal financial officer, and principal accounting officer, and the members
of our board of directors. We expect all of our officers, directors, and
employees to act in accordance with the highest standards of personal and
professional integrity in all aspects of their activities, to comply with all
applicable laws, rules, and regulations, to deter wrongdoing, and abide by the
policies and procedures we have adopted. Any waiver of the code of ethics for
any director or executive officer may be made only by our board of directors. If
we make any substantive amendments to the code of ethics or grant any waiver
from a provision of the code of ethics to any executive officer or director, we
will promptly file a current report on Form 8-K disclosing the amendment or
waiver or disclose the nature of the amendment or waiver on our website, or
both.

A copy of our code of ethics is
filed as an exhibit to this Annual Report on Form 10-K.

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a) of the Exchange Act
requires the Companys directors and executive officers, and persons who own
more than 10% of a registered class of the Companys equity securities to file
with the SEC initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of the Company. Based on information
available to us during fiscal year 2010, we believe that all applicable Section
16(a) filing requirements were met.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth
the compensation paid to our Chief Executive Officer and those executive
officers that earned in excess of $100,000 during fiscal years ended April 30,
2010 and 2009 (collectively, the Named Executive Officers):

SUMMARY COMPENSATION TABLE

|Name and Principal
      Position |  | Year      |  |   | Salary($) |  |  | **Bonus**($) |  |  | Stock**Awards**($) |  |  | **Option****Awards**($) |  |  | Non-Equity **Incentive Plan****Compensation** ($) |  |  | Non-Qualified Deferred
      **Compensation** Earnings ($) |  |   | All Other Compensation($) |  |   | **Total** ($) | 
|--------------------------------- |  | --------- |  | - | --------- |  |  | ------------ |  |  | ------------------ |  |  | ----------------------- |  |  | ------------------------------------------------- |  |  | ---------------------------------------------------------- |  | - | ------------------------- |  | - | ------------- | 
|                                  |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|Yan                               |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|Zhuang                            |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|prior                             |  | 2008/2009 |  |   | -0-       |  |  | -0-          |  |  | -0-                |  |  | -0-                     |  |  | -0-                                               |  |  | -0-                                                        |  | $ | -0-                       |  | $ | - 0-          | 
|President                         |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|and CEO                           |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|(1)                               |  | 2009/2010 |  |   | -0-       |  |  | -0-          |  |  | -0-                |  |  | -0-                     |  |  | -0-                                               |  |  | -0-                                                        |  | $ | -0-                       |  | $ | -0-           | 
|                                  |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|Andy                              |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|Pang                              |  | 2008/2009 |  | $ | 85,784    |  |  | -0-          |  |  | -0-                |  |  | -0-                     |  |  | -0-                                               |  |  | -0-                                                        |  | $ | -0-                       |  | $ | - 0-          | 
|prior                             |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|President                         |  | 2009/2010 |  | $ |           |  |  | -0-          |  |  | -0-                |  |  | -0-                     |  |  | -0-                                               |  |  | -0-                                                        |  | $ | -0-                       |  | $ | - 0-          | 
|and CEO                           |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|(2)                               |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|                                  |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|James                             |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|Wei                               |  | 2008/2009 |  |   | -0-       |  |  | -0-          |  |  | -0-                |  |  | -0-                     |  |  | -0-                                               |  |  | -0-                                                        |  | $ | -0-                       |  | $ | -0-           | 
|Current                           |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|President                         |  | 2009/2010 |  |   | -0-       |  |  | -0-          |  |  | -0-                |  |  | -0-                     |  |  | -0-                                               |  |  | -0-                                                        |  | $ | -0-                       |  | $ | -0-           | 
|And                               |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|CEO                               |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|                                  |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|Jake Wei                          |  | 2008/2009 |  |   | -0-       |  |  | -0-          |  |  | -0-                |  |  | -0-                     |  |  | -0-                                               |  |  | -0-                                                        |  | $ | -0-                       |  | $ | -0-           | 
|CFO                               |  |           |  |   |           |  |  |              |  |  |                    |  |  |                         |  |  |                                                   |  |  |                                                            |  |   |                           |  |   |               | 
|                                  |  | 2009/2010 |  |   | -0-       |  |  | -0-          |  |  | -0-                |  |  | -0-                     |  |  | -0-                                               |  |  | -0-                                                        |  | $ | -0-                       |  | $ | -0-           | 

33

---

| | (1) | Mr. Zhuang resigned as our President/Chief Executive
      Officer effective as of May 7, 2009.                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                 
| | (2) | Mr. Pang was appointed as our President/Chief Executive
      Officer effective as of May 7, 2009 and resigned as our President/Chief
      Executive Officer as of Feb.1, 2010.

STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED APRIL 30,
2010

The following table sets forth
information as at April 30, 2009 relating to options that have been granted to
the Named Executive Officer:

|OUTSTANDING EQUITY AWARDS AT FISCAL
      YEAR-END
|--------------------------------------------------
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|Name                                              
|                                                  
|Yan Zhuang                                        
|prior President/CEO                               
|                                                  
|Andy Pang prior                                   
|President/CEO                                     
|                                                  
|James Wei                                         
|President/CEO                                     
|                                                  
|Xin Wei                                           
|CFO                                               

The following table sets forth
information relating to compensation paid to our directors during fiscal year
ended April 30, 2010:

DIRECTOR COMPENSATION TABLE

|Name | Fees Earned or
      Paid in Cash | StockAwards($) | **Option** **Awards**($) | Non-Equity Incentive Plan
      **Compensation**($) | Change in Pension Value and
      Nonqualified Deferred **Compensation**Earnings | All Other
      **Compensation** ($) | Total ($)
|---- | --------------------------------- | -------------- | ------------------------ | --------------------------------------------------- | -------------------------------------------------------------------------------- | ------------------------------------ | ---------

|               | ($) |     |     |     | ($) |     |    
|-------------- | --- | --- | --- | --- | --- | --- | ---
|Ke Wang (1)    | -0- | -0- | -0- | -0- | -0- | -0- | -0-
|Xin Wei        | -0- | -0- | -0- | -0- | -0- | -0- | -0-
|Yan Zhuang (2) | -0- | -0- | -0- | -0- | -0- | -0- | -0-
|Kun Wei        | -0- | -0- | -0- | -0- | -0- | -0- | -0-
|Bernard Chan   | -0- | -0- | -0- | -0- | -0- | -0- | -0-
|Qing Ren       |     |     |     |     |     |     |    
|Peng Jin       | -0- | -0- | -0- | -0- | -0- | -0- | -0-
|Jie Wang       | -0- | -0- | -0- | -0- | -0- | -0- | -0-
|Leslie Lou     | -0- | -0- | -0- | -0- | -0- | -0- | -0-

|(1) | Mr. Ke Wang resigned as our President/Chief Executive
      Officer effective as of March 15, 2010.
|--- | ---------------------------------------------------------------------------------------------------
|    |                                                                                                    
|(2) | Mr. Zhuang resigned as our President/Chief Executive
      Officer effective as of May 7, 2009.    

On April 2, 2009, we filed Ks
Media 2009 Stock Incentive Plan. This information is incorporated by reference
into this Annual Report on Form 10-K.

EMPLOYMENT AND CONSULTING AGREEMENTS

As of the date of this Annual
Report, we have entered into employment agreement with Mr. Andy Pang for a term
of 39 months effective October 1, 2008. This agreement has been terminated as of
Feb.1, 2010. We have not entered into any contractual agreements with our other
executive officers or directors.

Indemnification of Officers and Directors

Under our Bylaws, we are
permitted to indemnify any person who was or is a party or is threatened to be
made a party to any proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of the Company, or is or was serving at our request as a director,
officer, employee, or agent of another entity or organization, against expenses
and damages actually and reasonably incurred in connection with such action,
suit, or proceeding. This indemnification is available only if the person
seeking indemnification acted in good faith and in a manner reasonably believed
to be in or not opposed to our best interests, and with respect to any criminal
action or proceeding, the person had no reasonable cause to believe his or her
conduct was unlawful. Similarly, we must indemnify such persons in connection
with any action or suit brought by or in the right of the Company to procure a
judgment in the Companys favor, provided that no indemnification may be made
for any claim to which the person is determined to be liable for gross
negligence or willful misconduct in the performance of his or her duties to the
Company, unless a court determines the person should be entitled to
indemnification. The indemnification provisions in our Bylaws are not meant to
be exclusive of rights our directors and officers may have to indemnification under applicable law, including under the
corporate laws of the state of Nevada, our state of incorporation.

34

---

Our Bylaws also provide that we
may purchase and maintain insurance on behalf of any persons who are or were a
director, officer, employee, or agent, or was serving at our request in such
capacity, against any liability arising in connection with such position,
whether or not we have the power to indemnify that person. We do not currently
maintain any such policies, but we may purchase them in the future.

Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling us under the foregoing provisions, we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The following table sets forth
certain information regarding beneficial ownership of our common stock as of the
date of this report by (i) each person (or group of affiliated persons) who is
known by us to own more than five percent (5%) of the outstanding shares of our
common stock, (ii) each director, executive officer and director nominee, and
(iii) all of our directors, executive officers and director nominees as a group.
As of August 1, 2010, we had 33,466,167 shares of common stock outstanding,
which excludes 89,250,000 shares of our common stock held pursuant to the Escrow
Agreement and subject to issuance. Unless otherwise provided below, addresses
for each shareholder is Rm.1909,Tower A, The Spaces International
Center.No.8,Dongdaqiao Road, Chaoyang District, Beijing, China. Beneficial
ownership is determined in accordance with SEC rules and generally includes
voting or investment power with respect to securities. The information below
excludes 89,250,000 shares held in escrow subject to the Escrow Agreement
executed in connection with the January 2008 share exchange, described under
Business - Background and Business of the Company above.

|                                                                  |  |                    |  |  | Percentage of         | 
|----------------------------------------------------------------- |  | ------------------ |  |  | --------------------- | 
|Name and Address of                                               |  | Number of Shares   |  |  | Outstanding Shares of | 
|Beneficial Owner                                                  |  | Beneficially Owned |  |  | Common Stock          | 
|Executive
Officers and
    Directors:                             |  |                    |  |  |                       | 
|Ke Wang(1)                                                        |  | 2,400,000          |  |  | 11.4%                 | 
|Jake Wei                                                          |  | -0-                |  |  | -0-%                  | 
|James Wei                                                         |  | 1,500,000          |  |  | 7.1%                  | 
|Yan Zhuang                                                        |  | -0-                |  |  | -0-%                  | 
|5% Stockholders:                                                  |  |                    |  |  |                       | 
|Team Step Investment Limited(2)                                   |  | 1,800,000          |  |  | 8.5%                  | 
|Chance Smart Holdings Limited(3)                                  |  | 1,700,000          |  |  | 8.1%                  | 
|Progress Mind Holdings Limited(4)                                 |  | 2,100,000          |  |  | 10%                   | 
|Market Group Limited(5)                                           |  | 1,700,000          |  |  | 8.1%                  | 
|High Grow Development Group Limited(6)                            |  | 1,800,000          |  |  | 8.5%                  | 
|Sino Return Holdings Limited(7)                                   |  | 2,000,000          |  |  | 9.5%                  | 
|Ample Sun Development(8)                                          |  | 1,500,000          |  |  | 7.1%                  | 
|Pride Dragon Group Limited(9)                                     |  | 1,500,000          |  |  | 7.1%                  | 
|                                                                  |  |                    |  |  |                       | 
|All directors and
      executive officers as a group (4 persons) |  | 3,900,000          |  |  | 18.5%                 | 

|(1) | Includes 900,000 shares of common stock held by Protégé
      Capital Limited, Room 810, Tower C2, Oriental Plaza, 1 East Chang An
      Avenue, Beijing China. Ke Wang is the majority shareholder of Protégé
      Capital Limited.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Address is 5A-56, No. 21 Lane, WuYi Garden, TongZhou,
      Beijing, China.                                                                                                                                                          
|(3) | The address of such stockholder is Room A506, Tian Yuan
      Apartment, Jian Gong Xi Li, Xuan Wu District, Beijing, P.R.
  China.                                                                                                   
|(4) | The address of such stockholder is Room F, 1stFloor, Building No. 4, Xi Meng Peng Yuan, No. 2 Bei Jia Di Road,
      Feng Tai District, Beijing, China.                                                                              
|(5) | The address of such stockholder is Blk B, 251 Des Veoux
      Road West, Sai Ying Pun, Hong Kong.                                                                                                                                    
|(6) | The address of such stockholder is Room 2302, 23/F,
      Carnival Commercial Building, 18 Java Road, North Point, Hong
  Kong.                                                                                                      
|(7) | The address of such stockholder is Room 1610, 16/F
      Wellborne Commercial Center, 8 Java Road, North Point, Hong
Kong.                                                                                                           
|(8) | The address of such stockholder is Flt B, 19/F TungHip
      Commercial Building, 244-252 Des Voeux Road, Central, Hong Kong.                                                                                                        
|(9) | The address of such stockholder is 3-3-502 PuAnli,
      FengTai, Beijing, China.                                                                                                                                                    

35

---

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Ke Wang and James Wei were
  shareholders of Orient Come, our wholly-owned subsidiary, prior to the closing
  of the January 2008 share exchange transaction, and in their capacity of
  shareholders of Orient Come received no share of our common stock pursuant to
  the share exchange. Ke Wang and James Wei currently serve as directors and
  officers of Orient Come. James Wei is also a shareholder and officer of the
  Chinese Advertisement Company.

QingYa Wang may receive up to
2,625,000 shares of the Company's Common Stock under the Escrow Agreement
executed in connection with the share exchange transaction. QingYa Wang is the
founder, vice general manager and financial controller of Shine MultiMedia Co.,
Ltd. A critical component of our marketing and distribution to KTV clubs is our
partnership with Shine under the Service Agreement. Ms. Wang has over 20 years
extensive and deep experience in business management and marketing in the area
of information technology, telecom, and media business. Ms. Wang has been
general manager for several companies in the last 20 years. Ms. Wang founded
Shine in 2001 and currently serves as Vice General Manager and Financial
Controller of Shine. Ms. Wang holds a Bachelor of History from Beijing
University and was honored of the Master of business administration (MBA) from
Beijing University of Posts and Telecommunications in 2006. QingYa Wang is
currently served as manager of the Chinese Advertisement Company.

None of our directors are
considered independent as independence is defined by the Marketplace Rules of
The NASDAQ Stock Market.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal 2010, we incurred
approximately $______ in fees to our principal independent accountant: Michael
T. Studer, CPA P.C. for professional services rendered in connection with the
audit of our financial statements for fiscal 2010. We incurred approximately
$40,000 in fees to our previous principal independent accountant: Goldman Parks
Kurland Mohidin LLP for professional services rendered in connection with the
audit of our financial statements for fiscal 2009 and for the review of our
financial statements for the quarter ended January 31, 2010.

During fiscal 2009, we incurred
approximately $40,000 in fees to our previous principal independent accountants:
Goldman Parks Kurland Mohidin LLP for professional services rendered in
connection with the audit of our financial statements for fiscal 2009.

During fiscal year ended April
30, 2010, we did not incur any other fees for professional services rendered by
our principal independent accountant for all other non-audit services which may
include, but is not limited to, tax-related services, actuarial services or
valuation services.

PART IV

ITEM 15. EXHIBITS.

(a) Financial Statements and Schedules.

The financial statements are set
forth under Item 8 of this Annual Report on Form 10-K.

(b) Exhibit Listing

See the Exhibit Index immediately
following the signature page of this Annual Report on Form 10-K.

36

---

SIGNATURES

Pursuant to the requirements of
  Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
  duly caused this Report on Form 10-K to be signed on its behalf by the
  undersigned, thereunto duly authorized, as of August 15, 2010.

| | K's Media
| | ---------
| |          
| | By:      
| |          
| |          

Pursuant to the requirements of
the Securities Exchange Act of 1934, this Report on Form 10-K has been signed
below by the following persons on behalf of the registrant and in the capacities
indicated as of August 15, 2010.

|Signature     | Title                               
|------------- | ------------------------------------
|              |                                     
|/s/ James Wei |                                     
|James Wei     | Chairman and Director               
|              |                                     
|              |                                     
|/s/ Jake Wei  |                                     
|Jake Wei      | Chief Financial Officer and Director



37

---



EXHIBIT INDEX

|Exhibit |                                                                                                                                                                                                                                                                                                                                                                       
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     | Description                                                                                                                                                                                                                                                                                                                                                           
|2.1     | Share Exchange Agreement dated as of December 23, 2007
      (Incorporated by reference to Exhibit 2.1 of the registrants Current
      Report on Form 8-K filed January 18, 2008).                                                                                                                                                                                  
|3.1     | Articles of Incorporation (Incorporated by reference to
      Exhibit 3.1 to the registrants registration statement on Form SB-2 filed
      with Commission on July 20, 2006).                                                                                                                                                                                      
|3.2     | Certificate of Amendment to Articles of Incorporation
      filed with the Secretary of State of the state of Nevada on February 15,
      2008.                                                                                                                                                                                                                      
|3.3     | Bylaws (Incorporated by reference to Exhibit 3.2 to the
      registrants registration statement on Form SB-2 filed with Commission on
      July 20, 2006).                                                                                                                                                                                                         
|10.1    | Escrow Agreement, dated as of December 23, 2007, among
      the Company and Orient Come Holdings Limited, Arnstein & Lehr LLP,
      Beijing Ks Media Advertising Ltd. Co., Yan Zhuang, Yong Lu, Lin Chang,
      LiHong Wu, and Qing Ya Wang (Incorporated by reference to Exhibit 10.1 of
    the registrants Current Report on Form 8-K filed January 18, 2008).
|10.2    | Option Agreement, dated as of December 23, 2007 among
      Orient Come Holdings Limited, Beijing Ks Media Advertising Ltd. Co., Kun
      Wei, and Yong Lu (Incorporated by reference to Exhibit 10.2 of the
  registrants Current Report on Form 8-K filed January 18, 2008).                                                                                     
|10.3    | Business Cooperation Agreement, dated as of December 23,
      2007, among the Company and Orient Come Holdings Limited and Beijing Ks
      Media Advertising Ltd. Co. (Incorporated by reference to Exhibit 10.3 of
    the registrants Current Report on Form 8-K filed January 18, 2008).                                                                       
|10.4    | Equity Pledge Agreement, dated as of December 23, 2007,
      among Orient Come Holdings Limited, Beijing Ks Media Advertising Ltd.
      Co., Kun Wei, and Yong Lu (Incorporated by reference to Exhibit 10.4 of
    the registrants Current Report on Form 8-K filed January 18, 2008).                                                                           
|10.5    | Service Agreement between K's Media and Shine Multimedia
      Co., Ltd., dated as of December 23, 2007 (Incorporated by reference to
      Exhibit 10.5 of the registrants Current Report on Form 8-K filed January
      18, 2008).                                                                                                                                
|10.6    | Subscription Agreement between the Company and Fu, Song
      Yang (Incorporated by reference to Exhibit 10.6 of the registrants
      Current Report on Form 8-K filed July 18, 2008).                                                                                                                                                                              
|10.7    | Form of Group A Warrant (Incorporated by reference to
      Exhibit 10.7 of the registrants Current Report on Form 8-K filed July 18,
      2008).                                                                                                                                                                                                                   
|10.8    | Form of Group B Warrant (Incorporated by reference to
      Exhibit 10.8 of the registrants Current Report on Form 8-K filed July 18,
      2008).                                                                                                                                                                                                                   
|10.9    | Ks Media 2009 Stock Incentive Plan (Incorporated by
      reference to Exhibit 10.1 of the registrants Current Report on Form 8-K
      filed April 2, 2009)                                                                                                                                                                                                        
|14.1    | Code of Ethics.                                                                                                                                                                                                                                                                                                                                                       
|21.1    | List of subsidiaries.                                                                                                                                                                                                                                                                                                                                                 
|23.1    | Consent of Goldman Parks Kurland Mohidin LLP                                                                                                                                                                                                                                                                                                                          
|23.2    | Consent of Michael T. Studer CPA P.C.                                                                                                                                                                                                                                                                                                                                 
|31.1*   | Certification of Principal Executive Officer pursuant to
      Rule 13a-14 and Rule 15d-14(a), promulgated
  under the Securities and Exchange Act of 1934, as amended.                                                                                                                                                                                               
|31.2*   | Certification of Principal Financial Officer
      pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the
    Securities and Exchange Act of 1934, as amended.                                                                                                                                                                                             
|32.1*   | Certification pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002 (Chief Executive Officer).                                                                                                                                                                                                           
|32.2*   | Certification pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    (Chief Financial Officer).                                                                                                                                                                                                           

* Filed herewith.

38

---