UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K





ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year endedJune 30, 2011





TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from o to o





Commission file number333-150952





CHINA MEDIA INC.


(Exact name of registrant as specified in its charter)




Nevada

46-0521269(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)





12/F, Block D, Chang An Guo Ji

No. 88 Nan Guan Zheng Street

Beilin District, Xi'an City, Shaan'xi Province,China

710068(Address of principal executive offices)

(Zip Code)





Registrant's telephone number, including area code: (86) 298765-1114





Copy of Communications to:





Bernard & Yam, LLP


Attn: Bin Zhou, Esq.


401 Broadway, Suite 1708


New York, NY 10013


Phone: 212-219-7783


Facsimile: 212-219-3604





Securities registered pursuant to Section 12(b) of the Act:





Title of Each Class

Name of Each Exchange On Which RegisteredN/A

N/A





Securities registered pursuant to Section 12(g) of the Act:





Common Stock,Par Value$ 0.00001 Per Share


(Title of class)





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





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





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 last 90 days. Yes x   No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes oNo x





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)  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. o





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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer oAccelerated filer oNon-accelerated filer oSmaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes oNo x





The aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2011 (11,243,000) was $0 based on a $nil closing price for the Common Stock on June 30, 2011. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.





Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: 39,750,000 shares of common stock issued & outstanding as of September 27, 2011.










TABLE OF CONTENTS





Item 1.   Business
2Item 1A.   Risk Factors
12Item 1B.   Unresolved Staff Comments
12Item 2.   Properties
13Item 3.   Legal Proceedings
13Item 4.   [Removed and Reserved]
13Item 5.   Market for Common Equity and Related Stockholder Matters
14Item 6.   Selected Financial Data
15Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
15Item 7A.   Quantitative and Qualitative Disclosures About Market Risk
19Item 8.   Financial Statements and Supplementary Data
19Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
21Item 9A.   Controls and Procedures
21Item 9B.   Other Information
22Item 10.    Directors, Executive Officers and Corporate Governance
23Item 11.    Executive Compensation
26Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
28Item 13.    Certain Relationships and Related Transactions, and Director Independence
29Item 14.    Principal Accountants Fees and Services
30Item 15.    Exhibits, Financial Statement Schedules
31





1





PART I





Item 1.  Business





This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our
industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.





Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.





Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.





In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.





As used in this annual report, the terms “we”, “us”, “our company”, mean China Media Inc., a Nevada corporation and our subsidiaries, unless otherwise indicated.





Share Exchange





On September 16, 2009 we entered into a share exchange agreement (the “Share Exchange Agreement”) with Vallant Pictures Entertainment Co., Ltd., a company incorporated under the laws of the British Virgin Islands (“Vallant”) and Bin Li, our Director and the former sole shareholder of Vallant.  According to the terms of the Share Exchange Agreement, we agreed to acquire the sole issued and outstanding common share of Vallant from Bin Li in exchange for 7,000 shares of our common stock.





On November 30, 2009 we closed the transactions contemplated by the Share Exchange Agreement and acquired Vallant as our wholly owned subsidiary.  Vallant has entered into a series of contractual obligations with Xi’An TV Media Co., Ltd., a company incorporated under the laws of the People’s Republic of China (“Xi’An TV”) that is engaged in the business of producing and developing television programming for the Chinese market, as well as the holders of 62.61% of the voting shares of Xi’An TV.  A full description of these contractual arrangements is included under the heading “Organization”, below.





We had 39,743,000 shares of our common stock issued and outstanding before the closing of the transactions contemplated by the Share Exchange Agreement.  Upon the closing of the transactions, we issued 7,000 shares of our common stock to Bin Li, our Director and the former sole shareholder of Vallant.  Mr. Li is the beneficial owner of 2,000,000 additional shares of our common stock.  The 7,000 shares of our common stock were issued to Mr. Li in reliance upon an exemption from registration pursuant to Regulation S under the Securities Act.





Prior to our entry into the Share Exchange Agreement, Bin Li was our Director and the sole officer, director and beneficial owner of Vallant.  Further details on the transactions contemplated by the Share Exchange Agreement can be found in our Current Report on Form 8-K filed with the SEC on September 18, 2009.





2





Organization





Our relationship with Xi’An TV and its shareholders is governed by a series of contractual arrangements between Vallant, Xi’An TV and the holders of 100% (62.61% until September 17, 2010) of the share capital of Xi’An TV (the “Xi’An TV Shareholders”).  Under the laws of China, the contractual arrangements constitute valid and binding obligations of the parties of such agreements.  Each of the contractual arrangements and the rights and obligations of the parties thereto are enforceable and valid in accordance with the laws of China.  Other than pursuant to the contractual arrangements between Vallant and Xi’An TV described below, Xi’An TV cannot
transfer 100% (62.61% until September 17, 2010) of the funds generated from their operations.





On June 20, 2007 Vallant entered into the following contractual arrangements with Xi’An TV and the Xi’An TV Shareholders:





Business Operations Agreement.  Pursuant to this agreement between the Xi’An TV Shareholders, Xi’An TV and Vallant, the Xi’An TV Shareholders must designate the candidates recommended by Vallant as their representatives on the Board of Directors of Xi’An TV, and Vallant acquired the right to appoint the senior executives of Xi’An TV.  In addition, Vallant must guarantee Xi’An TV’s performance under any agreements or arrangements relating to Xi’An TV’s business arrangements with any third party, and upon request from Xi’An TV, Vallant must provide loans to support the operational
capital requirements of Xi’An TV and loan guarantees if third party loans are necessary.  In return, Xi’An TV must pledge its accounts receivable and all of its assets to Vallant.  This agreement is effective for an indefinite term and may be terminated by Vallant with 30 days notice.





Business Services Agreement.  Pursuant to this agreement among Vallant and Xi’An TV, Vallant acquired the exclusive rights to provide Xi’An TV with all services required by Xi’An TV in the regular course of business, including services pertaining to administration, human resources, production, screenplay drafting and marketing.  As part of this agreement, Vallant must also undertake to:





●
develop business opportunities on behalf of Xi’An TV;





●
provide relevant market information research;





●
receive payments from customers on behalf of Xi’An TV;





●
administer staff training and human resources for Xi’An TV; and





●
provide daily accounting and financial services.





In exchange, Xi’An TV must provide Vallant with100% (62.61% until September 17, 2010)of its income.  This agreement is effective for an indefinite term and may be terminated by Vallant at any time with no notice.


Option Agreement.Pursuant to this agreement between the Xi’An TV Shareholders, Xi’An TV and Vallant, the Xi’An TV Shareholders irrevocably granted Vallant or its designees the exclusive option to purchase, to the extent permitted under the laws of China, all or part of their equity interest in Xi’An TV for the cost of their initial contributions to the registered capital of Xi-An TV or the minimum amount of consideration permitted by applicable Chinese law.  The proceeds of the exercise of the option will be applied to repay loans extended by the Xi’An TV
Shareholders to Xi’An TV, unless otherwise agreed.  Vallant or its designees have sole discretion to decide when to exercise the option, whether in part or in full.  This agreement is effective for an indefinite term and may be terminated by Vallant at any time with no notice.





3





Equity Pledge Agreement.Pursuant to this agreement between Xi'An TV, the Xi’An TV Shareholders and Vallant, the Xi’An TV Shareholders pledged 100% (62.61% until September 17, 2010) in Xi’An TV to Vallant to guarantee Xi’An TV’s performance of its obligations under the business operations agreement described above.  If Xi’An TV or the Xi’An TV Shareholders breach their respective contractual obligations, Vallant, as the pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests.  The Xi’An
TV Shareholders also agreed that upon the occurrence of any event of default, Vallant will acquire an exclusive, irrevocable power of attorney to take the place and stead of the Xi’An TV Shareholders to carry out the security provisions of this agreement and take any action and execute any instrument that Vallant may deem necessary or advisable to accomplish the purposes of this agreement.  The Xi’An TV Shareholders must not dispose of their pledged equity interests or take any actions that would prejudice Vallant’s interests.  This agreement is effective for an indefinite term and may be terminated by Vallant at any time with no notice.


One September 17, 2010, the shares of Xi’An TV changed ownership and we entered into a new set of agreements with the new holders of 100% of Xi’An TV’s shares.





Since the Xi’An TV Shareholders do not have the characteristics of a controlling financial interest and do not have sufficient equity at risk for Xi’An TV to finance its activities without additional subordinated financial support from other parties, Xi’An TV’s financial statements become consolidated as our own.  As such, and due to the interest we hold in Xi’An TV through Vallant, the following business description describes the business and operations of Xi’An TV as our own.





Business Overview:





Products and Services





Since our incorporation we have produced one feature-length film, eleven television series and one documentary.  We have also begun producing or scheduled production to begin on additional programming described later in this section.   Our programming that we have either produced or begun to produce consists of the following:


Name
Programming Type
StatusInvisible Wings
Film
Released and SoldSpecial Mission
TV Series
ReleasedLotus Lantern Prequel
TV Series
ReleasedLucky Chicken
TV Series
ReleasedHard Corps
TV Series
ReleasedTianshan Urgency Action
TV Series
ReleasedDrive Dragon Gate
TV Series
ReleasedLover’s Grief
TV Series
ReleasedPlum Blossom Archives
TV Series
ReleasedGongtan Ancient Town of China
Documentary
ReleasedDoctor County Mayor
TV Series
To Be ReleasedFox-Hunting
TV Series
SoldDesert Love Story
TV Series
SoldThe ordinary lives of the miners and their wives
TV Series
Released





Television series in China are similar to those in the North American market, but they do not operate on the basis of seasons.  Each series has a definite lifetime of anywhere from 10 to 50 episodes, at which point the series ends and a new one is developed.  The new series may be based on previous ones, but the development of a new series does not follow the same type of recurring seasonal structure as in North America.





4





In 2007, our television series Special Mission received a viewership rating of 4% of the entire Chinese market when it was broadcast on China Central Television (“CCTV”), Channel 8.  In the same year Invisible Wingsreceived the Outstanding Children’s Film and Outstanding Young Actress awards during the 12th Film Ornamental Column Awards, the Golden Elephant Award during the Indian International Film Festival, the Golden Angel Award during the Hollywood China-USA Film Festival, and was featured as the opening film of Beijing International Sport Film Week.




Below is a summary of some of our more successful programming that we have already released:







Invisible Wings – A 90 minute feature film, this motivational drama describes the story of a 15-year old Chinese girl who lost her arms in an accident, and whose mother was diagnosed with schizophrenia and anxiety.  The young girl’s love for her mother motivates her to apply herself diligently to her studies and athletics.  She also takes care of her mother while battling her disabilities.  The girl overcomes all odds and wins a medal in the Chinese national games for the disabled and represents her country at the Paralympics.





In 2007, Invisible Wingsreceived the Outstanding Children’s Film and Outstanding Young Actress awards during the 12th Film Ornamental Column Awards, the Golden Elephant Award during the Indian International Film Festival, the Golden Angel Award during the Hollywood China-USA Film Festival, and was featured as the opening film of Beijing International Sport Film Week.




5

















Special Mission– A 40-episode television series with each episode lasting 40 minutes, Special Missionis a war drama that focuses on the actions of members of the Chinese military intelligence community as they fight against the Japanese army which invaded China.  The series describes various characters who sacrificed their lives in order to protect their country and uncover the plans of the Japanese forces.












Lotus Lantern Prequel– A 46 episode television series with each episode lasting 52 minutes, Lotus Lantern Prequel is a drama based on traditional Chinese mythology that describes the story of God Erlang, a popular mythological figure, who battles through adversity and many enemies to reunite with his mother and younger sister.





6





After being broadcast on CCTV-8 in April 2009, Lotus Lantern Prequel achieved a first-run audience rating of 3.9% during prime time and was syndicated on many Chinese regional television stations.





We plan to invest approximately $7,990,000 in producing and distributing six new television series over the next two years. We anticipate raising sufficient capital for these expenditures through debt or equity financing as well as engaging in joint venture productions with other established production companies.





We plan to undertake the development and production of our programming through a series of different stages from development to post-production.  The process can be summarized as follows:





Development Stage





This is the initial stage during which we develop and research a concept.  We undertake market research and hold focus groups to establish whether demand exists for a particular type of programming.  Once we receive positive feedback on a concept we instruct our writers to produce a plot of the program based on suggestions from the focus groups and the results of our market research.  Alternatively, we can acquire original works or rights to adapt classic works, both from China and abroad, that we believe will be marketable to the Chinese market.  If we complete any such acquisition, we generally produce a plot based on the work which may be further revised as we continue developing
the project.  The plot provides a basic outline of the program and provides a foundation upon which our writers can produce a screenplay or script.





Our plot is then reviewed by our development committee.  This committee is made up of recognized television and film professionals in China as well as members of our local Shaan’Xi Province Administration of Radio, Film and Television (“ARFT”) agency, who are responsible for approving the programming for distribution to television stations.  By having a development committee in place, we hope to avoid producing works that will either not be granted government approval for distribution, will be too difficult to produce or will not be attractive to television stations and viewers.





Once we have decided upon the basic plot for a project, we determine its production schedule, a rough budget and terms of financing.  We may provide the financing directly or through a joint venture with one or more third parties interested in participating in the project.  Potential investors include advertisers and distributors, home video publishers and private investors.  Currently, we partner primarily with such investors to provide the financing required to develop our television programming, but we also plan on raising capital through the sale of our debt or equity securities.





The development stage usually takes six months to several years, subject to our market research, co-production negotiations and script judgment from focus groups and the development committee.





Pre-Production Stage





The next stage involves developing a detailed script or screenplay based on the basic plot outline produced in the first stage of the process.  The script generally incorporates all of the themes and major characteristics of the outline while taking into account production scenarios.  Our scripts and screenplays are based on our own original work as well as adaptations of books, musical works, folklore and classic Chinese or international stories.





We hire part-time writers who work out of our offices to create the screenplays and scripts for our television series and films.  Occasionally, we also purchase completed screenplays and scripts from suppliers such as professional writers, other film producers or the general public.





After the screenplay or script is finalized, our financial department plans the investment budget and our film and television series production center prepares a detailed production plan and searches for a suitable director, production manager and executive producer, as well as actors and crew.  The production manager is responsible for executing all facets of production, the executive producer supervises the production process and the director is responsible for the actors, crew and cinematography.





This part of the process generally takes one to two months depending on the complexity of the script and the production.





7





Production Stage





This stage deals with the actual filming of the television series or film.  The director, actors and crew gather at a studio at our offices, at a sound stage we rent out or that is provided by one of the production partners, or at another location to film a particular scene or scenes.  Our involvement in this stage is minimal unless modifications to the script or screenplay must be made.  Currently, we outsource the principal photography and filming of the various scenes to the Xi’An Television Production Center.  We do not directly employ any directors, actors or crew.





Depending on the complexity of the project, the production stage can last up to six months for a television series and up to three months for a film.





Post-Production Stage





Once production has wrapped up, we are responsible for coordinating all of the tasks required to produce a finished product for television or the cinema.  We assign an editor to assemble the various pieces of film and determine scene transitions, and we add musical elements, subtitles, visual and/or digital effects to the television series or film.  Once the editing process is complete, which takes up to three months, the director provides input on any changes and a final version of the program or film is produced.





Markets





According to an article titled “China Film Industry Development Status” on www.chinafilm.com, the Chinese film industry generated revenues of approximately $1.2 billion from film sales during 2008.  This represents an increase of 25% over sales numbers in 2007 and includes 7.15 million film screenings to an audience of 1.6 billion people.  Sixty percent of the films were produced domestically in China.





During early 2009, the television series department of the State Administration of Radio, Film and Television (“SARFT”) agency completed a review of the television series industry in China.  They found that Chinese television stations invested approximately $800 million into the production and purchase of television series in 2008.  This represents an increase of 38% compared to the amounts spent in 2007.





Additionally, according to www.people.com.cn, Chinese film and television series producers generated revenue of approximately $440 million by exporting their productions outside of China.





The major purchasers of television series are regional and national television stations.  The demand for such programming from other media providers, such as internet television stations who distribute programs through an internet connection or directly onto a client’s mobile phone, is limited, and as such we have not considered producing programs intended for these types of media.





Since the major regional and national television networks are subject to heavy government influence, we develop our television series and films with this consideration in mind.  Generally, we plan to focus on topics that the government supports, such as revolutionary history or modern Chinese culture, which will make our programming more attractive for networks such as CCTV to broadcast and release through their stations.





8





Distribution Methods





After we complete the production and editing of a film or television series, we must file an application for approval to broadcast the program with the SARFT agency.  Once we are granted approval and provided with a broadcasting permit for the film or series, we are free to distribute the program, which, in the case of a television series, we normally begin following the completion of one or two episodes.





Our main customers include the following networks:





●
CCTV;●
Hunan Satellite Television;


●
Jiangsu Satellite Television;●
Zhejiang Satellite Television;


●
Jiangxi Satellite Television;●
Anhui Satellite Television; and


●
all the other provincial broadcast television networks in China.





CCTV is the major state television broadcaster in mainland China.  It has a network of 19 channels that broadcast different programs and is accessible to more than one billion viewers.  The programming on Channels 1 and 8 of the CCTV network is most closely aligned with the characteristics of our films and television series.  Once our programming is televised on CCTV, regional television networks regularly purchase the same programming to use for their television stations.





We distribute our films and television series primarily through our direct sales channel.  Occasionally, we may also use the services of an outside distributor to facilitate sales to a wider range of customers.  However, even though we devote a significant amount of our resources to ensuring that the programming we produce appeals to our customers and have had success distributing it in the past, there can be no assurance that any film or television series we produce will be purchased by any distributors or television networks.





Competition





We face competition from various television and film production companies ranging from small, private businesses to large, state-sponsored enterprises.  Some of our major competitors include China Film Group, Huayi Brothers Media Group and PolyBona Film Distribution Co.





Many of our competitors have longer operating histories, better brand recognition and greater financial resources than we do.  In order for us to successfully compete in our industry we will need to:





●
develop highly marketable programming;●
continue developing our relationships with major television networks; and


●
increase our financial resources.





However, there can be no assurance that even if we do these things we will be able to compete effectively with the other companies in our industry.





As of June 2010, there were approximately 3000 film and television producers registered in China. Among these, approximately one-third had not produced any films or television series between 2006 and 2008, and the majority of the others only produced an average of two to three films or series per year.  The film and television industry in China is highly de-centralized and there are no truly dominant producers with whom we must compete.





9





We believe that we will be able to compete effectively in our industry because of a successful product development strategy that we have already used to produce profitable programming.  Our past productions have been successful due to the detailed production process and strategy described above as well as the strong relationships we have forged with television networks.





We also attempt to increase the probability that our programming will be profitable and will be purchased by television networks by having all of our concepts vetted by our programming committee.  This committee is comprised of established professionals in the Chinese film and television industry as well as members of the examination team of the Shaan’Xi Province ARFT agency, which provides approval for programming to be distributed to television networks.  We believe that having our programming vetted by this committee increases our competitiveness in the industry and the chance that any television series or film we produce will be approved by the government and subsequently purchased by one or
more television networks.





Additionally, we have established relationships with actors, directors and production agencies through previous collaborations, and have created cooperative relationships with the major television station in the city of Xi’An and the Xi’An Television Production Center that have provided us with access to partners of theirs as well as major television networks throughout the country.  This resulted in our television series, Special Mission, being distributed to over 90% of the television stations throughout China.





Intellectual Property





We have not filed for any protection of our name or trademark.  Since we produce film and television scripts and screenplays, we develop and sell intellectual property regarding these productions.  Our intellectual property rights are protected to the fullest extent permitted by Chinese law.  The following is a list of films and television series in which we hold, or used to hold, intellectual property rights:





Name
Programming Type
Current Intellectual Property OwnershipSpecial Mission
TV Series
YesInvisible Wings
Film
No (Sold)Doctor County Mayor
TV Series
YesLotus Lantern Prequel
TV Series
YesFox-Hunting
TV Series
No (Sold)Lucky Chicken
TV Series
YesHard Corps
TV Series
YesTianshan Urgency Action
TV Series
YesDrive Dragon Gate
TV Series
YesLover’s Grief
TV Series
YesDesert Love Story
TV Series
No (Sold)Gongtan Ancient Town of China
Documentary
YesSix Men’s Disasters in Tang Dynasty
TV Series Script
YesThe ordinary lives of the miners and their wives
TV Series
Yes





We also own the copyright of our logo and all of the contents of our website, www.xatvm.com.





10





Research and Development





We did not incur any research and development expenses during the years ended June 30, 2011 and 2010.





Reports to Security Holders





We are subject to the reporting and other requirements of the Exchange Act and we intend to furnish our shareholders with annual reports containing financial statements audited by our independent auditors and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year.





The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The address of that site is www.sec.gov.





Government Regulations





Regulation on Screenplay (Outline) Keeping On Record and Film Management enacted by the SARFT on April 3, 2006





This regulation affects the following two procedures we undertake:





●
before producing a film, the producer of the film is required to submit the screenplay to the local Provincial AFRT for backup and record keeping, and if the film deals with subjects pr themes of historical or revolutionary importance, the screenplay must be supervised and approved by the SARFT; and





●
each film produced in China must be submitted to the examination committee of SARFT, which examines the film’s content and decides whether the film should be allowed to be broadcast in China.  Films that receive approval receive a Film Public Show Permit and Film Examination Written Decision designation, and without this designation, a film cannot be aired on television in China and will therefore not be distributed.





Effect on our operations.  We need to submit any films we produce to the SARFT for approval prior to their distribution and broadcasting.  It generally takes approximately two or three months to complete the examination, and it may take longer if we receive comments that we must revise the film in some way.  Since we work with a number of individuals who form part of the SARFT examination group, we limit the risk of not receiving broadcast approval or being required to revise our scripts and screenplays.  However, if revisions are required or a screenplay is rejected, this could increase our costs of production and
impact our profitability.





Regulations on Radio and Television Program Production and Operation Management enacted by the SARFT on June 15, 2004





This regulation states that all Chinese enterprises operating in the business of radio and television program production must acquire a Permit Certificate of Radio and Television Program Production and Operation.  The regular term of this license is two years and it may be renewed every two years.  Additionally, the regulation specifies that television series may only be produced by companies or entities that have received a Permit Certificate distributed by the SARFT.





11





Effect on our operations.  We currently hold the appropriate Permit Certificate, and as such we are qualified to operate a film and television program production business in China.  Renewing the Permit Certificate is a very straightforward process and we do not anticipate that it will cost us much or have a significant effect on our operations.





Regulation on Radio Television Management enacted by the State Council on August 1, 1997





This regulation was enacted to provide guidance on establishing Chinese radio and television stations as well as planning and constructing radio and television networks under the supervision of the SARFT.  The regulation also states that radio and television programs may not be produced by companies or entities that do not hold the relevant Permit Certificate, that radio and television programs may not be broadcasted without the approval of the SARFT and that any companies or entities that act in violation of these regulations will face regulatory action.





Effect on our operations.  This is a general administrative regulation relating to all radio and television programming companies.  We currently comply with all of the requirements of the regulation and if at any time we do not possess any specific permits that may be required, we plan to locate cooperative companies that do and partner with them to produce of our films and television series.





Environmental Regulations





We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations.  We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.





While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.





Employees





We currently have 46 employees including our Chief Financial Officer and Chief Executive Officer.  We engage eleven of the employees on a full-time basis and 35 on a part-time basis.





Item 1A.  Risk Factors





As a “smaller reporting company”, we are not required to provide the information required by this Item.





Item 1B.  Unresolved Staff Comments





None.





12





Item 2.  Properties





We currently rent one office space and occupy one office space for free totaling 1,109 square meters in area for the following business purposes:




●
Production Center: Room B 2802, Yiyuange Building B, Huashuo Garden, No. 190, Wenyi Road, Yanta District, Xi’An, Shaan’Xi Province, China, with an area of 209 square meters.  We rent this office from our former shareholder, Zheng Shao Kang, at a cost of approximately $1,000 per month.




●
Corporate Office: 7/F, Time 2000 Plaza, #6 Wuxing Street, Beilin District, Xi’An Shaan’Xi Province, China, with an area of 900 square meters. Since April 2010, we have occupied thisoffice space which belongs to Shaanxi Railway Transportation Trade Company (SXRT), a company owned by a business friend of Dean Li, President and Shareholder of Xi’An TV, for free. In return, we issued a one-year note of $1,423,240 to SXRT with interest rate of 3%. Though we did not make the monthly rent payment to SXRT, we recorded imputed rent expense of approximately $2,055 per month based on market interest
rate.




For the year ended June 30, 2011 our total rent expenses including imputed rent expense were$41,622for all our office space.





Item 3.  Legal Proceedings





We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.





Item 4.  [Removed and Reserved]




13





PART II





Item 5.  Market for Common Equity and Related Stockholder Matters





Market Information





Our common stock is not traded on any exchange.  Our common stock is quoted on OTC Bulletin Board under the trading symbol “CHND.OB”.   We cannot assure you that there will be a market in the future for our common stock.





OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.





Since our common stock was approved for quotation on the OTC Bulletin Board on September 19, 2008 there have been no trades in our stock.





Holders





As of September 27, 2011 there were 256 holders of record of our common stock.





Dividends





To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future.  The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.





Equity Compensation Plans





For the year ended June 30, 2011 and as of September 27, 2011 we did not have any equity compensation plans.





Outstanding Equity Awards at Fiscal Year-End





There were no outstanding equity awards for our executive officers and directors as of June 30, 2010.





Purchase of Equity Securities by the Issuer and Affiliated Purchasers





We did not purchase any of our shares of common stock or other securities during the year ended June 30, 2011.





14





Recent Sales of Unregistered Securities





We did not have any sales of unregistered securities which have not been previously disclosed.





Item 6.  Selected Financial Data





As a “smaller reporting company”, we are not required to provide the information required by this Item.





Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations





The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report.  The discussion of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.  All references to currency in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section are to U.S. dollars, unless otherwise noted.





Liquidity and Capital Resources





For the years ended June 30, 2011 and June 30, 2010





As of June 30, 2011 we had $1,257,770 in cash, current assets of $2,913,366, current liabilities of $416,602 and working capital of $2,496,764.  As of June 30, 2010 we had $47,263 in cash, current assets of $1,959,343, current liabilities of $591,567 and working capital of $1,367,776. As of June 30, 2011 we had total assets of $7,034,165, compared to total assets of $6,925,091 as of June 30, 2010.
 
 During the year ended June 30, 2011 we received net cash of $3,077,928 from operating activities, compared to net cash used of $685,726 in operating activities during the year ended June 30, 2010. The increase in net of cash of $3,763,654 was mainly due to the decrease of prepaid and other receivable and less cash paid for film cost.
 
 During the year ended June 30, 2011 we used net cash of $1,692,842 in investing activities, including $1,537,140 used for two one-year term notes to third parties. During the year ended June 30, 2010 we used net cash of $2,985,095 in investing activities, including $2,981,975 used for our investment in Nantong Training project.
 
 During the year ended June 30, 2011 we spending net cash of $208,487 on financing activities, including $120,560 used to pay off the short term debt. During the year ended June 30, 2010 we received net cash of $331,097 on financing activities, including $117,496 received as short term debt and $213,601 received as loans from related parties.
 
 Our net cash increased of $1,210,507 during the year ended June 30, 2011, compared to net cash decreased by $3,328,186 during the year ended June 30, 2010.  The increase in cash during fiscal 2011 was due to reasons discussed as above.
 
 We anticipate that we will meet our ongoing cash requirements by retaining income as well as through equity or debt financing.  We plan to cooperate with various individuals and institutions to acquire the financing required to produce and distribute our films and television series and anticipate this will continue until we accrue sufficient capital reserves to finance all of our productions independently.


15





We estimate that our expenses over the next 12 months (beginning October 2011) will be approximately $20,400,000 as described in the table below.  These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.





Description
Estimated Completion Date
Estimated Expenses

($)Legal and accounting fees
12 months
100,000Film and television series production costs
12 months
18,000,000Marketing and advertising
12 months
500,000Investor relations and capital raising
12 months
300,000Management and operating costs
12 months
300,000Salaries and consulting fees
12 months
100,000Fixed asset purchases
12 months
1,000,000General and administrative expenses
12 months
100,000Total

20,400,000





We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements.  We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings.  If we are not able to successfully complete any private placement financings, we plan to cooperate with film and television producers or obtain shareholder loans to meet our cash requirements.  However, there is no assurance that any such financing will be available or if available, on terms that will be acceptable to us.  We may not raise sufficient
funds to fully carry out our business plan.





16





Results of Operations





The following table sets forth information from our statements of operations for the years ended June 30, 2011 and 2010:




For the Years Ended June 302011


2010Revenues

$
1,405,410


$
1,174,470Cost of revenues


1,205,600



1,170,560Gross profit


199,810



3,910Operating expensesSelling, general and administrative expenses


251,133



232,740Impairment loss


-



8,779Depreciation and amortization expense


35,616



55,540Total operating expenses


286,749



297,059Other income (expenses):Interest income


32,942



44,408Government subsidies/grants


3,014



7,316Interest expense


(14,525
)


(10,451
)Total other expenses


21,431



41,273Net loss before income taxes


(65,508
)


(251,876
)Income taxes


1,402



1,710Net loss


(66,910
)


(253,586
)Less : net loss attributable to non-controlling interest


(10,646
)


(94,816
)Net loss attributable to China Media, Inc.

$
(56,264
)

$
(158,770
)




17





Revenues





During the year ended June 30, 2011 we generated $1,405,410 in revenues, compared to revenues of $1,174,470 during the year ended June 30, 2010, an increase of $230,940. Such increase was mainly due to our continued sales for TV series.





Cost of Revenues





Our cost of revenues during the year ended June 30, 2011 was $1,205,600, an increase of $35,040, as compared to $1,170,560 for the year ended June 30, 2010. The increase is due to cost incurred for the TV series sold in the current fiscal year.
 Gross Profit





As a result of the foregoing, our gross profit increased $195,900 from $3,910 for the year ended June 30, 2010 to $199,810 for the year ended to June 30, 2011.





Operating Expenses





During the year ended June 30, 2011 our total operating expenses were $286,749, a decrease of $10,310, as compared to $297,059 for the year ended June 30, 2010.





Net Income





For the year ended June 30, 2011 we generated a net loss of $66,910, compared to net loss of $253,586 for the year ended June 30, 2010, an increase of $186,676. Such increase is due to the increased income from operations.





Contractual Obligations





As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.





Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.





APPLICATION OF CRITICAL ACCOUNTING POLICIES





Our audited financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.




18





Use of Estimates





The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes, including estimates of ultimate revenues and ultimate costs of film and television product, estimates of product sales that will be returned and the amount of receivables that ultimately will be collected, the potential outcome of future tax consequences of events that have been recognized in the Company’s financial statements and loss contingencies. Actual results could differ from those estimates. To the extent that there are material differences between these estimates and actual results, the Company’s
financial condition or results of operations will be affected. Estimates are based on past experience and other assumptions that management believes are reasonable under the circumstances, and management evaluates these estimates on an ongoing basis.





Fair Value of Financial Instruments





The fair value of financial instruments, which consist of cash, accounts receivable, notes receivable, prepaid and other assets, accounts payable, accrued liabilities, due to related parties and short term debt, were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments.





Costs of Revenues





Film Costs - We capitalize film costs in accordance with ASC 926. Film costs are stated at the lower of cost, less accumulated amortization, or fair value. Production overhead, a component of film costs, includes allocable costs of individuals or departments with exclusive or significant responsibility for the production of films. Substantially all of our resources are dedicated to the production of our films. Capitalized production overhead does not include selling, general and administrative expenses. Interest expense on funds invested in production is capitalized into film costs until production is completed. In addition to the films being produced, costs of productions in development are capitalized as development film
costs in accordance with the provisions of the ASC and are transferred to film production costs when a film is set for production. In the event a film is not set for production within three years from the time the first costs are capitalized or the film is abandoned, all such costs are generally expensed.





Film Cost Amortization - Once a film is released, film costs are amortized and participations and residual costs are accrued on an individual film basis in the proportion that the revenue during the period for each film (“Current Revenue”) bears to the estimated remaining total revenue to be received from all sources for each film (“Ultimate Revenue”) as of the beginning of the current fiscal period as required by the ASC. The amount of film costs that is amortized each period will depend on the ratio of Current Revenue to Ultimate Revenue for each film for such period. We make certain estimates and judgments of Ultimate Revenue to be received for each film based on information received from our
distributor and our knowledge of the industry. Ultimate Revenue does not include estimates of revenue that will be earned beyond ten years of a film’s initial theatrical release date.





Unamortized film production costs are evaluated for impairment each reporting period on a film-by-film basis in accordance with the requirements of the ASC. If estimated remaining net cash flows are not sufficient to recover the unamortized film costs for that film, the unamortized film costs will be written down to fair value determined using a net present value calculation.





Earnings (loss) Per Share





The Company calculates net income (loss) per share in accordance with ASC 260, Earnings Per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. As of June 30, 2011 and 2010, respectively, the Company had no common stock equivalents that could potentially dilute future earnings per share.





Item 7A.  Quantitative and Qualitative Disclosures About Market Risk





As a “smaller reporting company”, we are not required to provide the information required by this Item.





Item 8.  Financial Statements and Supplementary Data




19





CHINA MEDIA INC.


Consolidated Financial Statements


(Expressed in US dollars)





Report of Independent Registered Public Accounting Firm
F-1Consolidated Balance Sheets as of June 30, 2011 and 2010
F-2Consolidated Statements Operations and Comprehensive Income for the years ended June 30, 2011 and 2010
F-3Consolidated Statement Changes in Stockholders’ Equity
F-4Consolidated Statements of Cash Flows for the years ended June 30, 2011 and 2010
F-5Notes to the Consolidated Financial Statements
F-6








20




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders of China Media Inc.


Xi’an, People’s Republic of China





We have audited the accompanying consolidated balance sheets of China Media Inc. and its subsidiaries (collectively the “Company”) as of June 30, 2011 and 2010, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the financial statements of the Company referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2011 and 2010 and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.








/s/ MALONEBAILEY, LLP


MALONEBAILEY, LLP





www.malonebailey.com


Houston, Texas


September 28, 2011




F-1


CHINA MEDIA INC.
 CONSOLIDATED BALANCE SHEETS





JUNE 30, 2011


JUNE 30, 2010AssetsCurrent assetsCash and cash equivalents

$
1,257,770


$
47,263Accounts receivable, net of allowance of $37,716 and $35,807 at June 30, 2011 and 2010, respectively


-



438,754Notes receivable


1,577,940



-Prepaid and other receivable


77,656



1,473,326Total current assets


2,913,366



1,959,343Fixed assets, net


48,554



68,588Intangible assets, net


46,410



55,811Film costs


648,193



1,785,939Other assets


3,377,642



3,055,410Total assets

$
7,034,165


$
6,925,091Liabilities and Stockholders' EquityCurrent liabilitiesAccounts payable

$
7,282


$
2,981Accrued liabilities and other payable


202,920



189,445Short term debt


-



117,496Due to related parties


206,400



281,645Total current liabilities


416,602



591,567Total liabilities


416,602



591,567Stockholders' equityCommon stock, $0.00001 par value, 180,000,000 shares authorized; 39,750,000 shares issued and outstanding at June 30, 2011 and June 30, 2010


398



398Additional paid-in capital


11,157,099



8,748,246Accumulated other comprehensive income


784,280



483,610Accumulated deficit


(5,324,214
)


(5,267,950
)Total China Media Inc.'s stockholders' equity


6,617,563



3,964,304Non-controlling interest


-



2,369,220Total stockholders' equity


6,617,563



6,333,524Total liabilities and stockholders' equity

$
7,034,165


$
6,925,091





The accompanying notes are an integral part of these consolidated financial statements.
 F-2





CHINA MEDIA INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME




YEARS ENDED JUNE 30,2011


2010Revenues

$
1,405,410


$
1,174,470Cost of revenues


1,205,600



1,170,560Gross profit


199,810



3,910Selling, general and administrative


251,133



232,740Impairment loss


-



8,779Depreciation and amortization expense


35,616



55,540Total operating expenses


286,749



297,059Other income (expense)Interest income


32,942



44,408Government subsidies/grants


3,014



7,316Interest expense


(14,525
)


(10,451
)Net loss before income taxes


(65,508
)


(251,876
)Income taxes


1,402



1,710Net loss


(66,910
)


(253,586
)Less: Net loss attributable to non-controlling interest


(10,646
)


(94,816
)Net loss attributable to China Media, Inc.

$
(56,264
)

$
(158,770
)Other comprehensive income (Loss)Net loss


(66,910
)


(253,586
)Foreign currency translation gain


336,424



22,808Comprehensive income (loss) attributable to China Media Inc.


269,514



(230,778
)Less: Comprehensive income attributable to non-controlling interest


25,108



193,991Comprehensive income (loss) attributable to China Media Inc.

$
244,406


$
(424,769
)Net Income (loss) per common share, basic and diluted

$
(0.00
)

$
(0.00
)Weighted average number of shares outstanding- basic and diluted


39,750,000



39,750,000





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


F-3


CONSOLIDATED STATEMENT OF CHAGNES IN STOCKHOLDERS’ EQUITY
 FOR THE YEARS ENDED JUNE 30, 2011 AND 2010


Accumulated





China Media,Additional


Other





Inc.


Non-Common Stock


Paid-in


Comprehensive


Accumulated


Stockholders'


controlling


TotalShares


Amount


Capital


Income


Deficit


Equity


Interest


EquityBalance, June 30, 2009


39,743,000



397



8,747,335



749,609



(5,109,180



4,388,161



2,169,608



6,557,769Issuance of stock due to reserve merger


7,000



1



-



-



-



1



-



1Contributed rent


-



-



2,857



-



-



2,857



1,706



4,563Imputed interest on related party loan


-



-



(1,946
)


-



-



(1,946
)


3,915



1,969Foreign currency translation


-



-



-



(265,999
)


-



(265,999
)


288,807



22,808Net loss


-



-



-



-



(158,770
)


(158,770
)


(94,816
)


(253,586
)Balance, June 30, 2010


39,750,000


$
398


$
8,748,246


$
483,610


$
(5,267,950
)

$
3,964,304


$
2,369,220


$
6,333,524Foreign currency translation


-



-



-



300,670



-



300,670



35,754



336,424Imputed interest on related party loan


-



-



14,525



-



-



14,525



-



14,525Net loss


-



-



-



-



(56,264
)


(56,264
)


(10,646
)


(66,910
)Decrease of non-controlling interest


-



-



2,394,328



-



-



2,394,328



(2,394,328
)


-Balance, June 30, 2011


39,750,000



398



11,157,099



784,280



(5,324,214
)


6,617,563



-



6,617,563





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


F-4




CHINA MEDIA INC.


CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE YEARS ENDED JUNE 30, 2011 and 2010




YEARS ENDED JUNE 30,2011


2010CASH FLOWS OPERATING ACTIVITIESNet income (loss)

$
(66,910
)

$
(253,586
)Adjustments to reconcile net income (loss) to net cash provided by (used in)operating activities:Amortization of film costs


1,205,600



1,170,560Contributed rent


-



4,563Imputed interest


14,525



10,491Amortization expense


12,056



13,076Depreciation expense


23,560



42,463Impairment loss


-



8,779Changes in operating assets and liabilities:Accounts receivable


450,196



963,853Prepaid and other receivable


1,436,099



(1,461,869
)Cash paid for film cost


(4,521
)


(1,198,459
)Accounts payable


4,035



-Accrued liabilities and other payable


3,288



14,403Net cash provided by (used in) operating activities of operations


3,077,928



(685,726
)CASH FLOW INVESTING ACTIVITIESCash paid for purchase of fixed asset


(481
)


(3,120
)Cash paid for other assets


(155,221
)


(2,981,975
)Loans made to others


(1,537,140
)


-Net cash used in investing activities


(1,692,842
)


(2,985,095
)CASH FLOW FINANCING ACTIVITIESProceeds from short term debt


-



117,496Proceeds from related parties


200,850



213,601Repayments to related parties


(288,777
)


-Principal payments on short term debt


(120,560
)


-Net cash provided by (used in) financing activities


(208,487
)


331,097Effect of exchange rate changes on cash


33,908



11,538NET CHANGE IN CASH


1,210,507



(3,328,186
)CASH AT BEGINNING OF PERIOD


47,263



3,375,449CASH AT END OF PERIOD

$
1,257,770


$
47,263SUPPLEMENTAL INFORMATION:Interest paid

$
-


$
-Income taxes paid

$
1,193


$
1,710Non-Cash TransactionShort term debt offset accounts receivable

$
-


$
117,056





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


F-5





CHINA MEDIA INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS








NOTE 1.  Description of Business





China Media Inc. (collectively, “we”, “our”, the “Company” or “China Media”) formerly Protecwerx Inc., was incorporated in the State of Nevada on October 16, 2007.





Vallant Pictures Entertainment Co., Ltd. (“Vallant”,) was incorporated in the British Virgin Islands on May 23, 2007.





Xi’An TV Media Co. Ltd. (“Xi’An TV”) was incorporated in Xi’An, Shann’Xi Province, People’s Republic of China (“PRC”) on March 9, 2005. Xi’An TV is in the businesses of producing and developing television programming for the Chinese market.





On July 7, 2009, Fullead Overseas Limited, a company incorporated under the laws of the British Virgin Islands (the “Buyer”), entered into a share purchase agreement (the “Share Purchase Agreement”), pursuant to which the Buyer agreed to purchase a total of 32,500,000 shares of the Company’s common stock, representing 85% of the total issued and outstanding shares of common stock of the Company on a fully-diluted basis. Bin Li, the Company’s Director, is the owner and sole Director of the Buyer.





On September 16, 2009, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Vallant and Bin Li, the Company’s Director and the former sole shareholder of Vallant. According to the terms of the Share Exchange Agreement, the Company agreed to acquire the sole issued and outstanding common share of Vallant from Bin Li in exchange for 7,000 shares of the Company’s common stock.





On November 30, 2009, the Company closed the transactions contemplated by the Share Exchange Agreement and acquired Vallant as its wholly owned subsidiary. Vallant has entered into a series of contractual obligations with Xi’An TV as well as the holders of 62.61% of the voting shares of Xi’An TV. In December 2009, the former shareholders of Xi’an TV transferred all of its equity interest in the entity to three individuals, as a result of this change of control, Vallant and the new shareholders amended the series of contractual obligations in December 2009.





On September 17, 2010, Vallant and the holders of 100% of the voting shares of Xi’An TV further amended the various consulting agreements and equity pledge agreement dated December 28, 2009. According to the amended agreements, Xi’An TV will provide Vallant with 100% of its income. Xi’An TV shareholders now pledged 100% of their equity interests in Xi’An TV to Vallant to guarantee Xi’An TV’s performance of its obligations under the Business Operations Agreement.





In compliance with the PRC’s laws and regulations, Vallant conducts all of the business in China through Xi’An TV, a domestic Variable Interest Entity (“VIE”). It does this by controlling Xi’An TV through various consulting agreements and equity pledge agreement dated June 20, 2007, as amended on December 28, 2009 and September 17, 2010, respectively.





According to the Business Services Agreement, Vallant has the exclusive right to provide services required in the regular course of business to Xi’An TV, effectively restricting and controlling the operations of Xi’An TV. In exchange, Xi’An TV will provide Vallant with 100% (62.61% prior to September 17, 2010) of its income. Furthermore, the Business Operations agreement also states that Vallant has the right to control the appointment of the board members and senior executives of Xi’An TV.





According to the Option Agreement, Vallant has the exclusive and irrevocable right to acquire 100% of the equity interests of Xi’An TV if permitted under the PRC law. In the Equity Pledge Agreement, Xi’An TV shareholders also pledged 100% (62.61% as amended September 17, 2010) of their equity interests in Xi’An TV to Vallant to guarantee Xi’An TV’s performance of its obligations under the Business Operations Agreement.




F-6





In light of the above, Vallant has a controlling interest in Xi’An TV based on the fact that:





●
Vallant has the ability to absorb 100% (62.61% prior to September 17, 2010) of the expected residual return from Xi’An TV, which makes Vallant the primary beneficiary of Xi’An TV. In the event Xi’An TV fails to pay any required amounts, Vallant could exercise its right to acquire certain pledged shares in Xi’An TV pursuant to a equity pledge agreement executed by and between Vallant and Xi’An TV which guarantee all required payment;





●
Vallant has the exclusive right to purchase all of the outstanding interests in Xi’An TV, which would make Xi’An TV a wholly-owned subsidiary of Vallant when it’s allowable under the PRC regulation; and





●
Vallant could exercise absolute influence over Xi’An TV through overseeing the board and senior executives of Xi’An TV.





Upon executing the above agreements, Xi’An TV is considered a VIE and Vallant is its primary beneficiary. Xi’An TV is consolidated into the Vallant under the guidance of FASB Accounting Standards Codification (ASC) 810, Consolidation.





The Company had 39,743,000 shares of our common stock issued and outstanding before the closing of the transactions contemplated by the Share Exchange Agreement. Upon the closing of the transactions, we issued 7,000 shares of our common stock to Bin Li, our Director and the former sole shareholder of Vallant. Mr. Li is the beneficial owner of 2,000,000 additional shares of our common stock. The 7,000 shares were issued in reliance upon an exemption from registration pursuant to Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Upon the closing of the Share Exchange, there were 39,750,000 shares of our common stock issued and outstanding.





The share exchange is being accounted for as a reverse merger, since the former sole shareholder of Vallant, Bin Li acquired the majority of the Company’s common stock with the aim of completing the share exchange with Vallant, and Vallant is deemed to be the accounting acquirer in the reverse merger. Consequently, the assets and liabilities and the historical operations that will be reflected in the consolidated financial statements for periods prior to the Share Exchange Agreement will be those of Vallant and will be recorded at the historical cost basis. After the completion of the Share Exchange Agreement, the Company’s consolidated financial statements will include the assets and liabilities of Vallant, the
historical operations of Vallant and its subsidiaries from the closing date of the Share Exchange Agreement.





NOTE 2.  Summary of Significant Accounting Policies





Principles of Consolidation





The consolidated financial statements include the accounts of the Company and Xi’An TV, which is a variable interest entity with the Company as the primary beneficiary. In accordance with United States generally accepted accounting principles (“U.S. GAAP”) regarding “Consolidation of Variable Interest Entities”, the Company identifies entities for which control is achieved through means other than through voting rights (a "variable interest entity" or "VIE") and determines when and which business enterprise, if any, should consolidate the VIE.





The Company evaluated its participating interest in Xi’An TV Media and concluded it is the primary beneficiary of Xi’An TV Media, a VIE. The Company consolidated Xi’An TV Media and all significant intercompany transactions and balances have been eliminated.





Use of Estimates





The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes, including estimates of ultimate revenues and ultimate costs of film and television product, estimates of product sales that will be returned and the amount of receivables that ultimately will be collected, the potential outcome of future tax consequences of events that have been recognized in the Company’s financial statements and loss contingencies. Actual results could differ from those estimates. To the extent that there are material differences between these estimates and actual results, the Company’s
financial condition or results of operations will be affected. Estimates are based on past experience and other assumptions that management believes are reasonable under the circumstances, and management evaluates these estimates on an ongoing basis.





F-7





Concentration of Credit Risk





The Company maintains cash balances at various financial institutions in the PRC which do not provide insurance for amounts on deposit. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk in this area.





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





Fair Value of Financial Instruments





The fair value of financial instruments, which consist of cash, accounts receivable, notes receivable, prepaid and other assets, accounts payable, accrued liabilities, due to related parties and short term debt, were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments.





Cash and Cash Equivalents





Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less.





Accounts Receivable





Accounts receivable are stated at the amount management expects to collect from outstanding balances.  Management provides for probable uncollected amounts through a charge to earnings and a credit to an allowance for bad debts based on its assessment of the current status of individual accounts.  Balances are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for bad debts and a credit to accounts receivable. There was no bad debt expense recorded for the years ended June 30, 2011 and 2010.





Other Assets





The Company entered into a Letter of Intent on January 28, 2010 with Nantong Oriental Science and Education Investment Co., Ltd. (“Nantong”) to set up a training school located in Haimen, China (“Haimen Project”). Per the letter of intent, the Company will contribute RMB 30,000,000 (approximately $4,406,100) and Nantong will contribute its land use right with a determined value of RMB 20,000,000 (approximately $2,937,400).  60% of the profits and risks from the project shall be allocated to the Company. The term of this Letter of Intent is one year started from the signing date. Both parties of this agreement will jointly operate and manage this project once it is approved and
established.





As of June 30, 2011, the Company has contributed RMB 21,833,500 ($3,377,642) to Nantong for Haimen Project. However, the application for license of Haimen Project is declined by the State Department of Education. On June 8, 2011, the board of the Company approved to re-invest RMB 20,000,000 into a new project with Shaan’xi Shengshi Ronghua Media Co. Ltd. (Shengshi Ronghua) for a taxi advertising project. On June 21, 2011, the Company entered into an agreement with Natong and Shengshi Ronghua, all the parties agree that Nantong will transfer RMB 20,000,000 directly to Shengshi Ronghua for this advertising project. As of the filing date, Shengshi Ronghua has received RMB
20,000,000 from Nantong.





F-8





Fixed Assets





Fixed assets are recorded at cost and depreciated using the straight-line method, with an estimated 5% salvage value of original cost, over the estimated useful lives of the assets as follows:





Asset Category
Estimated Useful LifeElectronic Equipment
5 yearsCommunication Equipment
3 yearsMachinery Equipment
5 yearsAutomobiles
10 yearsOffice Furniture
5 years





Leasehold improvements are amortized using the straight-line method over the life of the asset, not to exceed the length of the lease. Repairs and maintenance costs are expensed as incurred.





Intangible Assets





The Company has the following intangible assets:





Intangible Asset Category
Estimated Useful LifeTV series Production Right
10 years





Intangible assets with finite lives are amortized over their estimated useful life to a company and are reviewed for impairment in accordance with U.S. GAAP. Finite-lived intangible assets are amortized on a straight-line basis over the estimated useful economic life of 10 years and the amortization for the years ended June 30, 2011 and 2010 was $12,056 and $13,076, respectively.





Impairment of Long-Lived Assets





The Company evaluates for impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount.





Revenue Recognition





The Company’s revenue primarily comes from the distribution of film and TV series’ broadcasting rights and investment return from the collectively produced film and TV series.





In accordance with ASC 926, Entertainment-Films, revenue from sale or licensing arrangements of a film shall be recognized when the following five revenue criteria are met: persuasive evidence of an arrangement exists, the film is completed and delivery has occurred, the license period of the arrangement has begun, the selling price is fixed or determinable, and collectability is reasonably assured.





The Company also generates advertising revenues from the sale of advertising services. In the majority of advertising arrangements, the Company acts as an agent in the transaction and records advertising revenues on a net basis. Customer payments received in advance of the performance of services are recorded as deferred revenue in the consolidated balance sheet, and are recognized as revenue when the advertising services are rendered.





F-9





Costs of Revenues





Film Costs - The Company capitalizes film costs in accordance with ASC 926. Film costs are stated at the lower of cost, less accumulated amortization, or fair value. Production overhead, a component of film costs, includes allocable costs of individuals or departments with exclusive or significant responsibility for the production of films. Substantially all of the Company’s resources are dedicated to the production of its films. Capitalized production overhead does not include selling, general and administrative expenses. Interest expense on funds invested in production is capitalized into film costs until production is completed. In addition to the films being produced, costs of productions in development are
capitalized as development film costs in accordance with the provisions of the ASC and are transferred to film production costs when a film is set for production. In the event a film is not set for production within three years from the time the first costs are capitalized or the film is abandoned, all such costs are generally expensed.





Film Cost Amortization - Once a film is released, film costs are amortized and participations and residual costs are accrued on an individual film basis in the proportion that the revenue during the period for each film (“Current Revenue”) bears to the estimated remaining total revenue to be received from all sources for each film (“Ultimate Revenue”) as of the beginning of the current fiscal period as required by the ASC. The amount of film costs that is amortized each period will depend on the ratio of Current Revenue to Ultimate Revenue for each film for such period. The Company makes certain estimates and judgments of Ultimate Revenue to be received for each film based on information received
from its distributor and its knowledge of the industry. Ultimate Revenue does not include estimates of revenue that will be earned beyond ten years of a film’s initial theatrical release date.





Unamortized film production costs are evaluated for impairment when indicators of impairment are present on a film-by-film basis in accordance with the requirements of the ASC. If the fair value of a film is less than its unamortized film cost, the unamortized film costs will be written down to fair value determined using a discounted cash flow calculation.





Income Taxes





The Company accounts for income tax under the provisions of ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities.  Valuation allowances are established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. There are no deferred tax assets or liabilities at June 30, 2011 and 2010.





Comprehensive Income





Comprehensive income consists of two components, net income and other comprehensive income (loss). Other comprehensive income refers to revenue, expenses, gains and losses that under generally accepted accounting principles are recorded as an element of stockholders’ equity but are excluded from net income. During the periods presented, other comprehensive income (loss) includes changes in cumulative translation adjustment from foreign currency translation.





Foreign Currency Translation





The Company’s functional currency is Chinese currency Renminbi (“RMB”) and its reporting currency is the U.S. dollar. Transactions denominated in foreign currencies are translated into U.S. dollar at exchange rate in effect on the date of the transactions. Exchange gains or losses on transactions are included in earnings.


The financial statements of the Company are translated into United States dollars in accordance with U.S. GAAP, using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for the equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income.





The exchange rates used for foreign currency translation were as follows (USD$1 = RMB):




Period Covered

Balance Sheet

Date Rate


Average RateYear ended June 30, 2010


6.7886



6.8185Year ended June 30, 2011


6.4641



6.6357





F-10





Earnings (Loss) Per Share





The Company calculates net income (loss) per share in accordance with ASC 260, Earnings Per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. As of June 30, 2011 and 2010, respectively, the Company had no common stock equivalents that could potentially dilute future earnings per share.





Reclassifications





Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the presentation of the current period for the comparative purposes.





Recent Accounting Pronouncements





In December 2009, the FASB codified Consolidations – “Improvements to Financial Reporting by Enterprises Involved with VIEs” (ASU 2009-17), guidance which was issued by the FASB in June 2009. The amendments in this Accounting Standards Update replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and has (1) the obligation to absorb losses of the entity or (2) the right to receive
benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity. The adoption of this standard has no material impact on the Company’s consolidated financial statements.





In January 2010, the FASB issued ASU No. 2010-6, Improving Disclosures About Fair Value Measurements, that amends existing disclosure requirements under ASC 820 by adding required disclosures about items transferring into and out of levels 1 and 2 in the fair value hierarchy; adding separate disclosures about purchase, sales, issuances, and settlements relative to level 3 measurements; and clarifying, among other things, the existing fair value disclosures about the level of disaggregation. This ASU is effective for the first quarter of 2010, except for the requirement to provide level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which is effective beginning the first quarter of 2011. Since
this standard impacts disclosure requirements only, its adoption has no material impact on the Company’s consolidated results of operations or financial condition.





The Company does not believe that there are any new pronouncements that have been recently issued that might have a material impact on its consolidated financial statements other than the one that was disclosed.





NOTE 3.  Notes Receivable





June 30,2011


2010Notes receivable

$
1,577,940


$
-





The notes receivable balance as of June 30, 2011 includes two one-year term notes to third parties with interest rate of 3% and 0%, respectively. Interest income including imputed interest income for the years ended June 30, 2011 and 2010 was $32,651 and $0 for the notes above (also see Note 10 related to imputed interest income).





F-11





NOTE 4.  Fixed Assets





Fixed assets consist of the following:





June 30,Asset Category

2011


2010Electronic Equipment

$
159,311


$
150,778Communication Equipment


662



629Machinery Equipment


90,336



85,763Automobiles


49,373



46,874Office Furniture


2,305



2,188Leasehold improvement


4,348



4,128306,334



290,360Less: Accumulated depreciation


(257,780
)


(221,772
)Fixed assets, net

$
48,554


$
68,588





Depreciation expense for the years ended June 30, 2011 and 2010 was $23,560 and $42,463, respectively.





NOTE 5.  Film Costs





Film costs consist of the following:





June 30,2011


2010Completed and not released:TV Series

$
618,800


$
1,762,440In development-TV Series


29,393



23,499Film costs

$
648,193


$
1,785,939





Amortization of film cost was included in cost of revenues. See Note 8 for details.





F-12





NOTE 6.  Related Party Transactions





Mr. Dean Li, President and Shareholder of Xi’An TV, had advanced $200,850 and $213,601 to the Company during the year ended June 30, 2011 and 2010. For the years ended June 30, 2011 and 2010, the shareholder loan has an outstanding balance of $206,400 and $235,631, respectively.





As of June 30, 2010, the Company had a payable balance of $46,014 due to Mr. Bin Li, Former Director and shareholder. The balance was fully repaid in fiscal year 2011.





The shareholder loans discussed above are non-secured, free of interest with no maturity date.  The imputed interests are assessed as an expense to the business operation and an addition to the paid-in-capital and calculated based on annual interest rate in the range of 5.94-6.56% with the reference to the one-year loan.





The Company also leased an office space from a former shareholder with a monthly rent of approximately $950. (See Note 10 for details)





NOTE 7. Short Term Debt





Short term debt consists of the following:





June 30,2011


2010Loan from an unrelated company

$
-


$
117,496





The short term debt at June 30, 2010 represents an unsecured, due on demand and non-interest bearing loan from unrelated company, it was fully repaid in fiscal year 2011.





NOTE 8.  Revenues and Cost of Revenues





The Company’s revenues by film and TV series are as follows:





Years Ended June 302011


2010Ordinary Lives of Miners and Their Wives TV series

$
1,356,300


$
-Fox-Hunting TV series


-



877,920Desert Love Story TV series


-



292,640Advertisement


49,110



3,910Total Revenues

$
1,405,410


$
1,174,470




F-13





The Company’s cost of revenues by film and TV series are as follows:





Years Ended June 302011


2010Ordinary Lives of Miners and Their Wives TV series

$
1,205,600


$
-Fox-Hunting TV series


-



877,920Desert Love Story TV series


-



292,640Total Cost of Revenues

$
1,205,600


$
1,170,560





NOTE 9.  Income Taxes





The Company accounts for income taxes pursuant to ASC 740, Income Taxes, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns.





During fiscal year 2010, the tax authority determined that Xi’An TV’s taxable income should be assessed at 10% of taxable revenue until further notice from the local tax authority. The Company’s income taxes for the year ended June 30, 2011 and 2010 was $1,402 and 1,710 respectively.





The following table reconciles the Company’s statutory tax rates to its effective tax rate as a percentage of income before income taxes is as follows:





For The Years Ended2011


2010U.S. statutory rate


34.0
%


34.0
%Foreign income not recognized in the U.S.


-34.0
%


-34.0
%PRC preferential enterprise income tax rate


25.0
%


25.0
%Loss not subject to income tax


-25.0
%


-25.0
%Taxes based on revenue levied by tax authority


2.1
%


0.7
%Effective tax rate


2.1
%


0.7
%





The tax authority of the PRC conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises had completed their relevant tax filings, hence the Company’s tax filings may not be finalized. It is therefore uncertain as to whether the PRC tax authority may take different views about the Company’s tax filings which may lead to additional tax liabilities.





The Company has no United States corporate income tax liability as of June 30, 2011 and 2010.





F-14





NOTE 10.  Commitments and Contingencies





The Company has entered into one office lease agreement with a former shareholder with a monthly rent of approximately $950 with term that expires in May 2014.





Since April 2010, the Company has occupied an office space belongs to Shaanxi Railway Transportation Trade Company (SXRT), a company owned by a business friend of Dean Li, President and Shareholder of Xi’An TV, for free. In return, the Company issued a one-year note of $1,423,240 to SXRT with interest rate of 3%. Though the Company did not make the monthly rent payment to SXRT, the Company recorded imputed rent expense and imputed interest income of $24,679 in fiscal year 2011 based on interest rate for one-year loan published by Xi’an Commercial Bank since the interest income surrendered is determinable and measureable.





The Company’s remaining commitments for minimum lease payments under the non-cancelable operating lease are as follows:





For Years Ended June 30,2012

$
12,0562013


12,0562014


10,047Total

$
34,159





Rent expense for the years ended June 30, 2011 and 2010 was $41,622 and $11,706, respectively.





NOTE 11.  Change of Non-controlling Interest





On September 17, 2010, Vallant and the holders of 100% of the voting shares of Xi’An TV further amended the various consulting agreements and equity pledge agreement dated December 28, 2009. According to the amended agreements, Xi’An TV will provide Vallant with 100% of its income. Xi’An TV shareholders now pledged 100% of their equity interests in Xi’An TV to Vallant to guarantee Xi’An TV’s performance of its obligations under the Business Operations Agreement.





The following schedule discloses the effects of changes in the Company’s ownership interest in Xi’An TV Media on the Company’s equity:





Years Ended June 30,2011


2010Net loss attributable to China Media Inc.

$
(56,264
)

$
(158,770
)Transfers from the non-controlling interestIncrease in China Media Inc's paid-in capital


2,394,328



-Net transfers from non-controlling interest


2,394,328



-Change from net income attributable to China Media Inc. and transfers from non-controlling interest

$
2,338,064


$
(158,770
)





F-15





Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure





We have not had any disagreements with, or changes in, our independent accounting firm during the year ended June 30, 2011.





Item 9A.  Controls and Procedures





We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) to allow for timely decisions regarding
required disclosure.





As of June 30, 2011, the year end covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual report.





Management Report on Internal Control Over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Management. Based on the evaluation performed, our management concluded that during the period covered by this report, our internal controls over financial reporting were effective. During the
annual period covered by this report, we implemented the following measures to improve our internal control over financial reporting:





(1)
Engaged outside consultants to assist in our assessment of the effectiveness of the company’s internal controls over financial reporting; and





(2)
Developed and instituted new internal control procedures to strengthen our month-end close and financial reporting processes;





We believe these measures have strengthened our internal control over financial reporting and disclosure controls and procedures.





This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in this annual report





21





Changes in Internal Control Over Financial Reporting





During the annual period covered by this report, we implemented the following measures to improve our internal control over financial reporting:





(1)
Engaged outside consultants to assist in our assessment of the effectiveness of the company’s internal controls over financial reporting; and





(2)
Developed and instituted new internal control procedures to strengthen our month-end close and financial reporting processes;





We believe these measures have strengthened our internal control over financial reporting and disclosure controls and procedures.





Our senior executives and our Board of Directors are committed to achieving and maintaining a strong control environment, high ethical standards, and financial reporting integrity. This commitment has been and will continue to be communicated to and reinforced with our employees and to external stakeholders.





In addition, under the direction of the Board of Directors, management will continue to review and make changes to the overall design of our internal control environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting and our disclosure controls and procedures.





Except for the changes discussed above, there was no change in our internal control over financial reporting that occurred during the fourth quarter of 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





Item 9B.  Other Information





None




22





PART III





Item 10.  Directors, Executive Officers and Corporate Governance





Directors and Officers
 
 Our Bylaws state that our authorized number of directors shall be not less than one and shall be set by resolution of our Board of Directors.  Our Board of Directors has fixed the number of directors at three, and we currently have three directors.
 
 Our current directors and officers are as follows:
 
 Name
Age
PositionDean Li
48
President, Chief Executive Officer, Secretary and DirectorShuncheng Ma
49
Chief Financial Officer, Principal Accounting Officer and TreasurerBin Li
43
DirectorShengli Liu
40
Director


Our Directors will serve in that capacity until our next annual shareholder meeting or until their successors are elected and qualified.  Officers hold their positions at the will of our Board of Directors.  There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs.





Dean Li, President, Chief Executive Officer, Secretary and Director





Dean Li has served as our President, Chief Executive Officer, Secretary and Director since July 7, 2009.  Mr. Li has significant experience in China’s capital markets and corporate management.  He received his Bachelor’s degree in radio engineering technology from the Chinese People’s Liberation Military Academy in 1985, and was awarded the military rank of Technical Captain in 1987.  After ending his military career in 1993, Mr. Li was appointed as the General Manager of the Shanghai Branch Company of Shaan’Xi Province International Trust Investment Holding Co., where he remained until 1998.





From 1998 to 2001, Mr. Li worked as the Assistant to the General Manager of Wuhan International Financial Leasing Co., and he also held the position of General Manager of Wuhan Zhongnan Securities Corp.  From 2001 to 2005, Mr. Li served as the Northern Area General Manager of Wuhan Securities Co. Ltd.  From 2000 to 2001, he also served as a Director in a Chinese publicly listed company, Dalian Thermoelectricity Holding Ltd.





Mr. Li earned a Master’s degree of enterprise culture from the Central China Normal University in 2004.  Since 2005 he has served on the board of directors of Xi’An TVMEDIA Co., Ltd. and Shaan’Xi Western Capital Investment Management Co., Ltd.





Shuncheng Ma, Financial Officer, Principal Accounting Officer and Treasurer





Shuncheng Ma received the bachelor degree in Northwest University in mathematics department in 1986. He received EMBA in Northwest University Economic Management School in 2005. He worked as general manager in Liubao Industrial Co. Ltd. from 1995. Mr. Ma worked as general manager in Shaanxi Hongbao Green Engineering Co. Ltd.





Bin Li, Director





Bin Li has served as our Director since July 7, 2009.  Mr. Li has 18 years of experience in the movie and TV industry in China.  In 2006, Mr. Li invested in Xi’An TVMEDIA Co., Ltd. and became one of its major shareholders.  From 1987 to 1990, he served in the 77th unit of the Chinese People’s Liberation Army, and from 1991 to the present he has worked in production for Xi’An Movie Studio, one of the most famous movie studios in China.





Shengli Liu, Director





Shengli Liu has served as our Director since July 7, 2009.  Mr. Liu has over 10 years of experience in business management.  He was one of the founders of Shaan’Xi Li Bao Ecological Technology Stock Co., Ltd. and has served as the company’s as Chairman since 2002.





In 1998, Mr. Liu founded Shaan’Xi Heng Li Da Real Estate Co. Ltd., where he is currently engaged in various aspects of the real estate business and serves as Chairman and General Manager. In 2001, Mr. Liu founded Shaan’Xi Henglida Commercial Co., Ltd., a company of which he is also currently the Chairman and General Manager.  From 2000 to 2002, Mr. Liu was in charge of the reorganization of the ZhongShanMen Printing Factory in Xi’An, where he facilitated an asset acquisition valued at approximately $1,250,000.





23





Other Directorships





None of our directors hold any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.





Family Relationships





There are no family relationships among our directors or officers.





Board of Directors and Director Nominees





Since our Board of Directors does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination.  The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted.  Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which the slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the
nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders.  If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission.  The letter should be accompanied by a résumé supporting the nominee's qualifications to serve on the Board, as well as a list of references.





The Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and security holders.  Once a candidate has been identified, the Board reviews the individual's experience and background and may discuss the proposed nominee with the source of the recommendation.  If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.





Some of the factors which the Board considers when evaluating proposed nominees include their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions.  The Board may request additional information from each candidate prior to reaching a determination.  The Board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.





Conflicts of Interest





Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses.  In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty.  As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.  They may also in the future become affiliated with entities, engaged in business activities similar to those we
intend to conduct.





In general, officers and directors of a corporation are required to present business opportunities to a corporation if:





●
the corporation could financially undertake the opportunity;





●
the opportunity is within the corporation’s line of business; and





●
it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.





We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.





24





Significant Employees





Other than as described above, we do not expect any other individuals to make a significant contribution to our business.





Involvement in Certain Legal Proceedings





To the best of our knowledge, none of our directors or executive officers has, during the past ten years:





●
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);





●
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;





●
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;





●
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;





●
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business
entity; or





●
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.





Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.





Audit Committee





We do not currently have an audit committee or a committee performing similar functions. The Board of Directors as a whole participates in the review of financial statements and disclosure.





Code of Ethics





We have not adopted a code of ethics that applies to our officers, directors and employees.  When we do adopt a code of ethics, we will disclose it in a Current Report on Form 8-K.





Section 16(a) Beneficial Ownership Compliance





Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.  Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended June 30, 2011, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, though some were filed late.





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Item 11.  Executive Compensation


The following summary compensation table sets forth the total annual compensation paid or accrued by us to or for the account of our principal executive officer during the last completed fiscal year and each other executive officer whose total compensation exceeded $100,000 in either of the last two fiscal years:
 
 SUMMARY COMPENSATION TABLE (1)Name and Principal Position
Year
Salary

($)
Bonus

($)
Total

($)Dean Li, President, CEO, Secretary and Director
2011

2010
None

None
None

None
None

NoneShuncheng Ma, Chief Financial Officer, Treasurer
2011

2010
$667

None
None

None
$667

NoneYing Xue, Former Chief Financial Officer, Former Treasurer
2011

2010
$ 4,125

$ 4,500
None

None
$ 4,125

$ 4,500


(1)
We have omitted certain columns in the summary compensation table pursuant to Item 402(a)(5) of Regulation S-K as no compensation was awarded to, earned by, or paid to any of the executive officers or directors required to be reported in that table or column in any fiscal year covered by that table.





Compensation Plans





As of June 30, 2011, we did not have any compensation plans in place.  However, we may issue stock options to our directors, officers and employees in the future, upon adoption of a stock option plan.





Management Agreements





We have not yet entered into any consulting or management agreements with any of our current executive officers or directors.





Stock Options/SAR Grants





During the period from inception to June 30, 2011, we did not grant any stock options to our executive officers.





Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values





There were no options exercised during our fiscal year ended June 30, 2011 or June 30, 2010 by any officer or director of our company.





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Outstanding Equity Awards at Fiscal Year End





No equity awards were outstanding as of the year ended June 30, 2011.





Compensation of Directors





Our directors did not receive any compensation for their services as directors from our inception to June 30, 2011.  We have no formal plan for compensating our directors for their services in the future in their capacity as directors, although such directors are expected in the future to receive options to purchase shares of our common stock as awarded by our Board of Directors or by any compensation committee that may be established.





Pension, Retirement or Similar Benefit Plans





There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers.  We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.





Compensation Committee





We do not currently have a compensation committee of the Board of Directors or a committee performing similar functions.  The Board of Directors as a whole participates in the consideration of executive officer and director compensation.




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Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





The following table sets forth the ownership, as of September 27, 2011, of our common stock by each of our directors, by all of our executive officers and directors as a group and by each person known to us who is the beneficial owner of more than 5% of any class of our securities.  As of September 27, 2011 there were 39,750,000 shares of our common stock issued and outstanding.  All persons named have sole or shared voting and investment control with respect to the shares, except as otherwise noted.  The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this registration statement.





Title of Class
Name and Address of Beneficial Owner
Amount and Nature of

Beneficial Ownership
Percent of Class

(5)Common Stock
Bin Li (1)

12/F, Block D, Chang An Guo Ji

No. 88 Nan Guan Zheng Street

Beilin District, Xi’An

Shaan’Xi Province, China
2,007,000
5.0Common Stock
Dean Li (2)

5/F, Huaxing Building

No. 57 Keji 3 Road

Gaoxing District, Xi'An

Shaan'Xi Province, China
0
0Common Stock
Shengli Liu (3)

4/F, Building A

No. 12 Xiangzimiao Street

Nanmenli District, Xi'An

Shaan’Xi Province, China
0
0Common Stock
Shuncheng Ma (4)

12/F, Block D, Chang An Guo Ji

No. 88 Nan Guan Zheng Street

Beilin District, Xi’An

Shaan’Xi Province, China
0
0All Officers and Directors as a Group
2,007,000
5.0Common Stock
Baoxing Li

Room 19, Building 129

Tuan Jie Nan Lu Dong Fang

Lian Hu District

Shaan’Xi Province

Xian City
3,000,000
8.0Common Stock
Jing Mu

Room 11, Building 1

No. 62 Daxing Road

Lianhu District, Xi’An

Shaan’Xi Province, China
7,539,000
19Common Stock
Hao Sun

No. 201 Shangqin Road

Xincheng District, Xi’An

Shaan’Xi Province, China
10,000,000
25Common Stock
Wenxin Nie

Room 2, 1/F Block 1, Building 4

No. 12 Xiangzimiao St., Beilin District

Shaan’Xi Province, Xi’An City
5,000,000
13All Others as a Group
25,539,000





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(1)
Bin Li is our Director.(2)
Dean Li is our President, Chief Executive Officer, Secretary and Director.


(3)
Shengli Liu is our Director.(4)
Shuncheng Ma is our Chief Financial Officer, Principal Accounting Officer and Treasurer.


(5)
Based on 39,750,000 issued and outstanding shares of our common stock as of September 27, 2011





Changes in Control





We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company.  There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.





Item 13.  Certain Relationships and Related Transactions, and Director Independence





Mr. Dean Li, President and Shareholder of Xi’An TV, had advanced $200,850 and $213,601 to the Company during the year ended June 30, 2011 and 2010. For the years ended June 30, 2011 and 2010, the shareholder loan has an outstanding balance of $206,400 and $235,631, respectively.





As of June 30, 2010, the Company had a payable balance of $46,014 due to Mr. Bin Li, Former Director and shareholder. The balance was fully repaid in fiscal year 2011.





There have been no other transactions since the beginning of our last fiscal year or any currently proposed transactions in which we are, or plan to be, a participant and the amount involved exceeds $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.





The promoters of our company are our directors and officers.





Director Independence





Our securities are quoted on the OTC Bulletin Board which does not have any director independence requirements.  At the moment, only Shengli Liu could be considered an independent director under most definitions of “independence”.  Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.





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Item 14.  Principal Accountants Fees and Services





The aggregate fees billed for the most recently completed fiscal year ended June 30, 2011 and for fiscal year ended June 30, 2010 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:





Year Ended June 302011

($)


2010

($)Audit Fees


68,000



50,000Audit Related Fees


-



-Tax Fees


-



-All Other Fees


-



-Total


68,000



50,000





Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.





Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.





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PART IV





Item 15.  Exhibits, Financial Statement Schedules





Exhibits required by Item 601 of Regulation S-K





Exhibit Number
Description2.1
Share Exchange Agreement with Vallant Pictures Entertainment dated September 16, 2009 (incorporated by reference from our Current Report on Form 8-K filed on September 18, 2009)10.1
Technical Consultancy and Services Agreement between Vallant Pictures Entertainment Co., Ltd. and Xi’An TV Media Inc. dated September 17, 2010(incorporated by reference from our Amended Current Report on Form 8-K/A filed on September 27, 2011).10.2
Business Operating Agreement between Vallant Pictures Entertainment Co., Ltd., Xi’An TV Media Ltd. and the Shareholders of 100% of Xi’An TV Media Inc. dated September 17, 2010 (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2010).10.3
Equity Pledge Agreement between Vallant Pictures Entertainment Co., Ltd. and each of the Shareholders of Xi’An TV Media Inc. dated September 17, 2010 (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2010).10.4
Exclusive Option Agreement between Vallant Pictures Entertainment Co., Ltd., Xi’An TV Media Inc. and the Shareholders of 100% of Xi’An TV Media Inc. dated September 17, 2010 (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2010).31.1*
Section 302 Certification of the Sarbanes-Oxley Act of 2002.31.2*
Section 302 Certification of the Sarbanes-Oxley Act of 2002.32.1*
Section 906 Certification of the Sarbanes-Oxley Act of 200232.2*
Section 906 Certification of the Sarbanes-Oxley Act of 2002





*Filed herewith.




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SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





CHINA MEDIA INC.Date:  September 28, 2011
/s/ Dean LiDean LiPresident, Chief Executive Officer and Director

(Principal Executive Officer)Date:  September 28,  2011
/s/Shuncheng MaShuncheng MaChief Financial Officer and Director

(Principal Financial Officer and Principal Accounting Officer)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Signature

Title

Date/s/ Dean Li

President, Chief Executive Officer and Director

September 28, 2011Dean Li/s/ Shuncheng Ma

Chief Financial Officer and Principle Accounting Officer and Treasurer

September 28, 2011Shuncheng Ma/s/ Bin Li

Director

September 28, 2011Bin Li/s/ Shengli Liu

Director

September 28, 2011Shengli Liu





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