---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K/A(Amendment No. 1)

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31,
2012

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________
to _____________

Commission File No. 001-35561



YOU ON DEMAND HOLDINGS,
INC.(Exact name of registrant as specified in its
charter)

|Nevada                                           | 20-1778374                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     

|27 Union Square, West Suite 502                           
|----------------------------------------------------------
|New York, New York 10003                                  
|(Address of principal executive offices)                  
|                                                          
|                                                          
|(Registrants telephone number, including area
      code)

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

|Title of each class                      | Name of each exchange on which
      registered
|---------------------------------------- | -----------------------------------------------
|Common Stock, par value $0.001 per share | Nasdaq Capital Market                          

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

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

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. 
Yes [   ] 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 past 90 days. 
Yes [X] No [   ]

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-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

Yes [X] No [   ]

---

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [   ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large Accelerated Filer [   ]                                                 | Accelerated Filer [   ]      
|----------------------------------------------------------------------------- | -----------------------------
|Non-Accelerated Filer [   ]
    (Do not check if a smaller reporting company) | Smaller reporting company [X]

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

As of June 30, 2012 (the last business day of the registrants
most recently completed second fiscal quarter), the aggregate market value of
the shares of the registrants common stock held by non-affiliates (based upon
the closing price of such shares as reported by Nasdaq) was approximately $
33,970,755. Shares of the registrants common stock held by each executive
officer and director and each by each person who owns 10% or more of the
outstanding common stock have been excluded from the calculation in that such
persons may be deemed to be affiliates of the registrant. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.

There were a total of 14,819,691 shares of the registrants
common stock outstanding as of March 31, 2013.

DOCUMENTS INCORPORATED BY REFERENCE

None.

---

EXPLANATORY NOTE

YOU On Demand Holdings, Inc. (the Company) is filing this
Amendment No.1 (the Amendment) to the Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2012 which was originally filed with the
Securities and Exchange Commission on April 8, 2013 (the Original 10-K) to
include the signature corresponding with the Report of Independent Registered Public Accounting Firm which appeared on
  page F-1 of the Original 10-K. The signature of the auditor was inadvertently
  omitted from the Original 10-K.

Except for Item 8 - Financial Statements And Supplementary  Data,  no other Parts or disclosures from the Original 10-K are
included in this Amendment, and except as required to reflect the matters set
forth in such included disclosure, this Amendment does not reflect events or
developments that have occurred after the date of the Original 10-K and does not
modify or update disclosures presented in the Original 10-K in any way.

Among other things, forward-looking statements made in the
Original 10-K have not been revised to reflect events, results, or developments
that have occurred or facts that have become known to us after the date of the
Original 10-K (other than as discussed above), and such forward-looking
statements should be read in their historical context. Accordingly, this
Amendment should be read in conjunction with our filings made with the
Securities and Exchange Commission subsequent to the filing of the Original
10-K.

New certifications of our principal executive and financial
officers are included as exhibits to this Amendment.

On February 5, 2014, the Company also filed a Current Report on Form 8-K to update operating results for all periods covered in the Original 10-K and in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, in order to reflect the application of the requirements of Accounting Standards Codification ("ASC") 205-20, Presentation of Financial Statements - Discontinued Operations. The Form 8-K filed on February 5, 2014 is not due to any error in prior filings.  Instead, as part of the Company's most recent private placement transaction completed on January 31, 2014, it was obligated to file a registration statement to register the shares issued in this situation, which required the Company to make such update in the Form 8-K.  As a result, the Company was required to reflect the retrospective reclassification of its discontinued operations in its previously issued financial statements as those financial statements were incorporated by reference in the registration statement, even though those financial statements relate to periods prior to the issuance of such shares.



1

---

PART IIITEM 8.
    FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA.The full text of our audited
      consolidated financial statements as of December 31, 2012 and 2011 begins
      on page F-1 of this annual report.PART IVITEM 15.
    EXHIBITS, FINANCIAL
      STATEMENT SCHEDULES.Exhibit ListThe list of exhibits in the
      Exhibit Index to this Report is incorporated herein by reference.


2

---

SIGNATURES

In accordance with section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this Report on Form 10-K/A to be
signed on its behalf by the undersigned, thereto duly authorized individual.

Date: February 26, 2014

| | YOU ON DEMAND HOLDINGS, INC.
| | ----------------------------
| |                             
| | By:                         
| |                             
| |                             
| |                             
| | By:                         
| |                             
| |                             

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Shane McMahon and Marc Urbach,
jointly and severally, as his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Annual Report on Form 10-K and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

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                                       
|---------------------------- |  | --------------------------------------------
|                             |  |                                             
|/s/
      Shane McMahon      |  |                                             
|Shane McMahon                |  | Chairman of the Board                       
|                             |  | (Principle Executive Officer)               
|                             |  |                                             
|/s/
      Weicheng Liu       |  |                                             
|Weicheng Liu                 |  | Chief Executive Officer and Director        
|                             |  |                                             
|                             |  |                                             
|/s/
      Marc Urbach        |  |                                             
|Marc Urbach                  |  | President and Chief Financial Officer       
|                             |  | (Principle Financial and Accounting Officer)
|                             |  |                                             
|/s/
      Xuesong Song       |  |                                             
|Xuesong Song                 |  | Director and Executive Chairman             
|                             |  |                                             
|/s/
      James Cassano      |  |                                             
|James Cassano                |  | Director                                    
|                             |  |                                             
|/s/
      Jin Shi            |  |                                             
|Jin Shi                      |  | Director                                    
|                             |  |                                             
|/s/
      Arthur Wong        |  |                                             
|Arthur Wong                  |  | Director                                    
|                             |  |                                             
|/s/
      Clifford Higgerson |  |                                             
|Clifford Higgerson           |  | Director                                    

---

YOU ON DEMAND HOLDINGS, INC. AND SUBSIDIARIES
 
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 PageReport of Independent Registered Public Accounting Firm
F-1Consolidated Financial Statements:Balance Sheets as of December 31, 2012 and 2011
F-2Statements of Operations for the years ended December 31, 2012 and 2011
F-3Statements of Comprehensive Loss for the years ended December 31, 2012 and 2011
F-4Statements of Equity for the years ended December 31, 2012 and 2011
F-5Statements of Cash Flows for the years ended December 31, 2012 and 2011
F-6Notes to Consolidated Financial Statements
F-7
 
 Table of Contents
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and Shareholders
 YOU On Demand Holdings, Inc. and Subsidiaries
  We have audited the accompanying consolidated balance sheets ofYOU On Demand Holdings, Inc.and its Subsidiaries (the “Company”)as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2012.  The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
  We conducted our audits in accordance with the 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 consolidated 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 audit 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 consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
  In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position ofYOU On Demand Holdings, Inc.and its Subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.
  The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has incurred significant losses during 2012 and 2011 and has relied on debt and equity financings to fund their operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 /s/ UHY LLP
New York, New York
  April 5, 2013
  F-1
 Table of Contents
  YOU On Demand Holdings, Inc. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 December 31, 2012 and 2011
  2012


2011ASSETSCurrent assets:Cash and cash equivalents

$
4,381,043


$
7,519,574Marketable equity securities, available for sale


2,229



2,229Accounts receivable, net


382



399,791Inventories, net


384,088



413,562Licensed content, current


681,457



150,325Prepaid expenses


423,779



438,712Loan receivable from related party


-



316,660Amounts due from shareholders


-



414,743Amount due from non-controlling interest


-



1,572,699Other current assets


135,606



340,175Total current assets


6,008,584



11,568,470Property and equipment, net


4,098,594



5,099,050Licensed content, noncurrent


530,367



450,975Intangible assets, net


5,059,188



7,149,748Goodwill


6,105,478



6,105,478Investment in unconsolidated entities


655,834



582,652Other assets


-



101,031Total assets

$
22,458,045


$
31,057,404LIABILITIES AND EQUITYCurrent liabilities:Accounts payable

$
2,130,507


$
3,298,041Accrued expenses and liabilities


2,456,542



862,473Deferred revenue


2,091,788



1,856,674Payable to Jinan Parent


144,592



143,286Other current liabilities


920,888



543,163Contingent purchase price consideration liability, current


368,628



1,091,571Convertible promissory note


3,000,000



-Warrant liabilities


878,380



-Total current liabilities


11,991,325



7,795,208Other long-term payable


-



76,670Deferred license fees, noncurrent


460,547



-Contingent purchase price consideration liability


368,628



2,267,518Deferred tax and uncertain tax position liabilities


305,849



810,616Total liabilities


13,126,349



10,950,012Commitments and ContingenciesConvertible reedeemable preferred stock, $.001 par value; 50,000,000 shares authorizedSeries A - 7,000,000 shares issued and outstanding, liquidation preference of $3,500,000 at December 31, 2012 and 2011, respectively


1,261,995



1,261,995Series B - 7,866,800 and 10,266,825 shares issued and outstanding, liquidation preference of $3,933,400 and $5,133,400 at December 31, 2012 and 2011, respectively


3,223,575



3,950,358Series C - 250,000 and 0 shares issued and outstanding, liquidation preference of $1,000,000 and $0 at December 31, 2012 and 2011, respectively


627,868



-Equity:Common stock, $.001 par value; 1,500,000,000 shares authorized, 13,742,394 and 10,467,400 issued at December 31, 2012 and 2011, respectively


13,742



10,467Additional paid-in capital


62,388,502



54,505,825Accumulated deficit


(58,841,664
)


(43,704,225
)Accumulated other comprehensive income


604,632



468,471Total YOU On Demand equity


4,165,212



11,280,538Noncontrolling interests


53,046



3,614,501Total equity


4,218,258



14,895,039Total liabilities and equity

$
22,458,045


$
31,057,404
 
 See notes to consolidated financial statements.
  F-2
 Table of Contents
  YOU On Demand Holdings, Inc. and Subsidiaries
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Years Ended December 31, 2012 and 2011
  2012


2011Revenue

$
6,873,230


$
7,868,175Cost of revenue


7,083,517



5,525,625Gross (loss) profit


(210,287
)


2,342,550Operating expense:Selling, general and administrative expenses


10,811,548



8,801,085Professional fees


1,344,653



2,114,942Depreciation and amortization


4,082,936



4,423,760Impairment of long-lived assets


840,000



244,861Total operating expense


17,079,137



15,584,648Loss from operations


(17,289,424
)


(13,242,098
)Interest & other income / (expense)Interest income


8,636



10,574Interest expense


(78,953
)


(1,764
)Stock purchase right


(43,748
)


(194,321
)Cost of reset provision


(658,719
)


-Change in fair value of warrant liabilities and modification to certain warrants


647,302



-Change in fair value of contingent consideration


1,313,443



3,016Gain (loss) on investment in unconsolidated entities


67,675



(14,371
)Loss on investment write-off


(95,350
)


-Loss on write-off of uncollectible loans


(513,427
)


-Gain on deconsolidation of Shandong Media


141,814



-Gain on disposal of AdNet


-



470,041Other


(139,739
)


(42,849
)Net loss before income taxes and noncontrolling interest


(16,640,490
)


(13,011,772
)Income tax benefit


353,085



369,707Net loss


(16,287,405
)


(12,642,065
)Plus:  Net loss attributable to noncontrolling interests


2,074,098



1,372,164Net loss attributable to YOU On Demand shareholders

$
(14,213,307
)

$
(11,269,901
)Deemed dividends on preferred stock


(924,132
)


-Net loss attributable to YOU on Demand common shareholders

$
(15,137,439
)

$
(11,269,901
)Net loss per shareBasic

$
(1.36
)

$
(1.15
)Diluted

$
(1.36
)

$
(1.15
)Weighted average shares outstandingBasic


11,099,746



9,759,430Diluted


11,099,746



9,759,430
  See notes to consolidated financial statements.
  F-3
 Table of Contents
  YOU On Demand Holdings, Inc. and Subsidiaries
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
  2012


2011Net loss

$
(16,287,405
)

$
(12,642,065
)Other comprehensive (loss) income:Foreign currency translation adjustments


136,161



379,472Unrealized losses on available for sale securities


-



(7,204
)Less:  Comprehensive loss attributable to non-controlling interest


1,969,294



1,221,384Comprehensive loss attributable to YOU On Demand shareholders

$
(14,181,950
)

$
(11,048,413
)
  See notes to consolidated financial statements.
  F-4
 Table of Contents
  YOU On Demand Holdings, Inc. and Subsidiaries
 CONSOLIDATED STATEMENTS OF EQUITY
 For the Years Ended December 31, 2012 and 2011
  Accumulated


YOU OnAdditional





Other


DemandCommon


Par


Paid-in


Accumulated


Comprehensive


Shareholders'


Noncontrolling


TotalShares


Value


Capital


Deficit


Income


Equity


Interest


EquityBalance January 1, 2011


8,810,250


$
8,810


$
42,907,048


$
(32,434,324
)

$
246,983


$
10,728,517


$
4,684,126


$
15,412,643Common shares issued for services


2,667



3



9,997



-



-



10,000



-



10,000Warrants issued for service


-



-



24,816



-



-



24,816



-



24,816Stock option compensation expense


-



-



599,196



-



-



599,196



-



599,196Stock purchase right


-



-



194,321



-



-



194,321



-



194,321Stock warrants issued pursuant to licensed content


-



-



676,462



-



-



676,462



-



676,462Common shares issued for cash


1,654,213



1,654



10,916,152



-



-



10,917,806



-



10,917,806Issuance costs related to the issuance of common shares


-



-



(822,167
)


-



-



(822,167
)


-



(822,167
)Contribution from noncontrolling interest


-



-



-



-



-



-



151,759



151,759Share adjustment for round lot holders in connection with 75-for-1 reverse split


270



-



-



-



-



-



-



-Net loss attributable to YOU On Demand shareholders


-



-



-



(11,269,901
)


-



(11,269,901
)


(1,372,164
)


(12,642,065
)Foreign currency translation adjustments


-



-



-



-



228,692



228,692



150,780



379,472Unrealized losses on marketable securities


-



-



-



-



(7,204
)


(7,204
)


-



(7,204
)Balance December 31, 2011


10,467,400


$
10,467


$
54,505,825


$
(43,704,225
)

$
468,471


$
11,280,538


$
3,614,501


$
14,895,039Warrants issued for services


-



-



38,604



-



-



38,604



-



38,604Common shares issued for services


181,617



182



571,682



-



-



571,864



-



571,864Stock option compensation expense


-



-



766,149



-



-



766,149



-



766,149Stock purchase right


-



-



43,748



-



-



43,748



-



43,748Conversion of Series B preferred shares into common


320,000



320



726,463



-



-



726,783



-



726,783Common shares and options issued for Sinotop acquisition earnout


245,274



245



1,308,145



-



-



1,308,390



-



1,308,390Common shares and warrants issued for cash in connection with August 2012 private placement


646,250



646



2,287,895



-



-



2,288,541



-



2,288,541Issuance costs in connection with August 2012 private placement


80,813



81



(633,746
)


-



-



(633,665
)


-



(633,665
)Common shares issued for cash in connection with December 2012 retail financing


1,800,000



1,800



2,698,200



-



-



2,700,000



-



2,700,000Issuance costs in connection with December 2012 retail financing


-



-



(506,262
)


-



-



(506,262
)


-



(506,262
)Beneficial conversion feature due to modification of Series C preferred stock


-



-



581,800



-



-



581,800



-



581,800Deconsolidation of Shandong Media


-



-



-



-



-



-



(497,383
)


(497,383
)Reduction of registered capital for Zhong Hai Video


-



-



-



-



-



-



(1,094,778
)


(1,094,778
)Issuance of shares in connection with exercise of options


324



-



-



-



-



-



-



-Share adjustment for round lot holders in connection with 75-for-1 reverse split


716



1



(1
)


-



-



-



-



-Net loss


-



-



-


$
(15,137,439
)


-



(15,137,439
)


(2,074,098
)


(17,211,537
)Foreign currency translation adjustments


-



-



-



-



136,161



136,161



104,804



240,965Balance, December 31, 2012


13,742,394


$
13,742


$
62,388,502


$
(58,841,664
)

$
604,632


$
4,165,212


$
53,046


$
4,218,258
  See notes to consolidated financial statements.
  F-5
 Table of Contents
  YOU On Demand Holdings, Inc. and Subsidiaries
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended December 31, 2012 and 2011
  2012


2011Cash flows from operating activities:Net loss

$
(16,287,405
)

$
(12,642,065
)Adjustments to reconcile net loss to net cash used in operating activitiesStock compensation expense


1,376,617



634,012Depreciation and amortization


4,082,936



4,423,760Amortization of licensed content


150,324



75,162Deferred income tax


(353,085
)


(369,707
)(Gain) loss on investment in unconsolidated entities


(67,675
)


14,371Loss on investment write-off


47,675



-Provision for bad debt expense


163,076



52,429Change in fair value of warrant liabilities


(647,302
)


-Change in fair value of contingent purchase price consideration liability


(1,313,443
)


(3,016
)Value of right to purchase shares


43,748



194,321Cost of reset provision


658,719



-Gain on deconsolidation of Shandong Media, net of cash


(334,589
)


-Impairment charge for Jinan Broadband equipment


840,000



-Impairment charge for Sinotop equipment


-



32,681Impairment charge to AdNet assets, net of cash


-



209,497Gain on deconsolidation of AdNet


-



(470,041
)Loss on uncollectible shareholder loan and related party loan


473,698



-Loss on uncollectible loan to Shanghai Tianduo


39,729



-Other


7,996



-Change in assets and liabilities,Accounts receivable


(182,094
)


(207,358
)Inventory


34,093



33,990Licensed content


(797,987
)


-Prepaid expenses and other assets


(164,046
)


628,805Accounts payable


(29,787
)


1,556,689Accrued expenses and liabilities


693,360



41,206Deferred revenue


317,414



212,220Deferred license fee


462,966



76,670Other current liabilities


26,550



(221,462
)Other


157,687



(7,203
)Net cash used in operating activities


(10,600,825
)


(5,735,039
)Cash flows from investing activities:Acquisition of property and equipment


(953,636
)


(2,547,120
)Investments in intangibles


(272,643
)


(442,702
)Leasehold improvements


(10,754
)


-Advances to Shandong Media shareholders


(32,771
)


(219,755
)Repayments from Shandong Media shareholders


29,663



-Investment in unconsolidated entity


-



(46,411
)Loan to Shanghai Tianduo


-



(38,677
)Net cash used in investing activities


(1,240,141
)


(3,294,665
)Cash flows from financing activitiesProceeds from sale of equity securities


6,285,000



10,917,806Proceeds from issuance of convertible note


3,000,000



-Costs associated with August 2012 financing and share issuances


(118,906
)


(822,167
)Costs associated with December 2012  financing and share issuances


(506,262
)


-Capital contribution from Jinan Parent


-



151,759Net cash provided by financing activities


8,659,832



10,247,398Effect of exchange rate changes on cash


42,603



(282,516
)Net (decrease) increase in cash and cash equivalents


(3,138,531
)


935,178Cash and cash equivalents at beginning of period


7,519,574



6,584,396Cash and cash equivalents at end of period

$
4,381,043


$
7,519,574Supplemental Cash Flow Information:Cash paid for taxes

$
-


$
-Cash paid for interest

$
78,953


$
1,764Software contributed in lieu of issued capital included in intangibles

$
398,183


$
-Value of shares and warrants issued in connection with August 2012 private financing

$
2,639,640


$
-Value of shares and options issued for Sinotop contingent consideration earnout

$
1,308,391


$
-Value of common stock issued from conversion of Preferred Series B shares

$
726,783


$
-Value of warrants issued for licensed content

$
-


$
676,462Property and equipment included in accrued expenses

$
-


$
192,791Intangible assets inlcuded in accounts payable

$
-


$
210,000
 
 See notes to consolidated financial statements.
  F-6
 Table of Contents
  YOU ON DEMAND HOLDINGS, INC. AND SUBSIDIARIES
 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
Basis of Presentation
 
 YOU On Demand Holdings, Inc., a Nevada corporation (“YOU On Demand”, “we”, “us”, or “the Company”) (formerly China Broadband, Inc.), operates in the Chinese media segment through our Chinese subsidiaries and variable interest entities (“VIEs”) (1) an integrated value-added service solutions business for the delivery of video on demand (“VOD”) and enhanced premium content for cable providers, Beijing Sino Top Scope Technology Co., Ltd. (“Sinotop Beijing” or “Sinotop”) , (2) a cable broadband business, Jinan Guangdian Jia He Broadband Co. Ltd. ( “Jinan Broadband”), based in the Jinan region of China through which we provide cable and wireless broadband services, principally internet services, Internet Protocol Point wholesale services, related network equipment rental and sales, and fiber network construction and maintenance and (3) a print based media and television programming guide publication, Shandong Lushi Media Co., Ltd. (“Shandong Media”). Effective July 1, 2012, the Company deconsolidated Shandong Media as discussed below in Note 11.
 
 The Company’s Board of Directors authorized a 75:1 reverse stock split on February 9, 2012, which took effect on February 9, 2012. All share and related option information presented in these consolidated financial statements and related notes has been retroactively adjusted to reflect the reduced number of shares resulting from this reverse stock split.
 
 2.
Summary of Significant Accounting Policies
 
 Principles of Consolidation
 The audited consolidated financial statements include the accounts of YOU On Demand and (a) its wholly-owned subsidiary China Broadband, Ltd., ("CB Cayman"), (b) two wholly-owned subsidiaries of CB Cayman: Beijing China Broadband Network Technology Co., Ltd. (“WFOE”) and Sinotop Group Limited (“Sinotop Hong Kong”) and (c) six entities located in the PRC: Jinan Zhong Kuan, Jinan Broadband, Shandong Media, Sinotop, Zhong Hai Shi Xun Information Technology Co., Ltd. (“Zhong Hai Video”), and YOU On Demand (Beijing) Technology Co., Ltd. (“YOD WFOE”), which are controlled by the Company through contractual arrangements, as if they are majority owned subsidiaries of the Company. As of July 1, 2012, the Company deconsolidated Shandong Media as discussed below in Note 11. During the third quarter 2011, AdNet was also deconsolidated as a result of the Company’s termination of control as discussed below in Note 10. All material intercompany transactions and balances are eliminated in consolidation.
 
 Investment in Unconsolidated Entities
 The Company has two investments in the PRC entities.  The consolidated financial statements include our original investment in this entity plus our share of undistributed earnings or losses, in the account “Investment in unconsolidated entities.”
 
 Basis of Presentation
 The Company's policy is to use the accrual method of accounting to prepare and present financial statements, which conform to the U.S. generally accepted accounting principles (U.S. GAAP).
  Estimates
 The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
 The most significant estimates relate to goodwill and intangible asset valuations and useful lives, contingent purchase consideration, warrant liabilities, inventory obsolescence, depreciation and allowance for uncollectible accounts receivable. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.
 
 Cash and cash equivalents
 Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less.
 
 F-7
 Table of Contents
  Accounts Receivable
 Accounts receivable are recognized and carried at original invoiced amount less an allowance for any uncollectible accounts.
  Inventories
 Inventories, consisting of cables, fiber, connecting material, power supplies and spare parts are stated at the lower of cost or market value, including provisions for obsolescence commensurate with known or estimated exposures. Inventories net of a valuation reserve are approximately $384,000 at December 31, 2012, and $414,000 at December 31, 2011.  Cost is determined using the weighted average method.
  Property and Equipment
 Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and betterments, which extend the original estimated economic useful lives or applicable assets, are capitalized. Expenditures for normal repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation of assets sold or retired are removed from the accounts and any gain or loss thereon is reflected in operations. Depreciation is provided for on a straight-line basis over the estimated useful lives of the respective assets.
 
 Licensed Content
 The Company obtains content through content license agreements and revenue sharing agreements with studios and distributors. The license agreement may or may not be recognized in licensed content.
 
 When the license fee is not known or reasonably determinable for a specific title, the title does not meet the criteria for recognition in licensed content in accordance with Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 920, Entertainment – Broadcasters. In the event, the license fee is not known or reasonably determinable for a specific title in content license agreements that do not specify the license fee per title, we expense as costs of revenues the greater of revenue sharing costs incurred through the end of the reporting period or the proportionate value of total minimum license fees expensed on a straight-line basis over the term of each license agreement. As the Company expenses license fees on a straight-line basis, it may result in deferred or prepaid license fees. Prepaid license fees are classified as an asset on the consolidated balance sheets as licensed content and deferred license fees are classified as a liability on the consolidated balance sheets as deferred license fees. Commitments for license agreements that do not meet the criteria for recognition in licensed content are included in Note 21 to the consolidated financial statements.
 
 Intangible Assets
 Intangible assets are stated at acquisition fair value or cost less accumulated amortization. The Company amortizes its intangible assets with definite lives over their estimated useful lives and reviews these assets for impairment. The Company is currently amortizing its intangible assets with definite lives over periods generally ranging between 2.5 to 20 years. The service agreement, publication rights, operating permits and charter/cooperation agreements are amortized over 20 years. Customer relationships, non-compete agreement, and software technology are amortized over 10 years, 2.5 years and 3 years, respectively. Software and licenses are amortized over 3 years and 5 years.
 
 Website development costs
 Website development costs are stated at acquisition fair value or cost less accumulated amortization. The Company capitalizes website development costs associated with graphics design and development of the website application and infrastructure. Costs related to planning, content input, and website operations are expensed as incurred. The Company amortizes website development costs over three years and reviews these costs for impairment.
 
 Goodwill
 In accordance with U.S. GAAP, the Company tests goodwill for impairment annually as of December 31 and whenever events or circumstances make it more likely than not that impairment may have occurred. The Company reviews goodwill for impairment based on its identified reporting units, which are defined as reportable segments or groupings of businesses one level below the reportable segment level. In September 2011, the FASB issued guidance on testing goodwill for impairment. The guidance provides entities with an option to perform a qualitative assessment to determine whether further quantitative impairment testing is necessary.
  F-8
 Table of Contents
 
 In accordance with the guidance, the Company reviews goodwill for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances made it more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, goodwill is further tested for impairment by comparing the carrying value to the estimated fair value of its reporting units, determined using externally quoted prices (if available) or a discounted cash flow model and, when deemed necessary, a market approach. Significant assumptions inherent in the valuation methodologies for goodwill are employed and include, but are not limited to, such estimates as projected business results, growth rates, the Company’s weighted-average cost of capital, royalty and discount rates.
 
 Impairment of Long-Lived Assets
 Long-lived assets, including property, equipment, intangible assets, website development costs and goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset.
 
 Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale are presented separately in the appropriate asset and liability sections of the balance sheet.
 
 Warrant Liabilities
 We account for derivative instruments and embedded derivative instruments in accordance with the accounting standard for Accounting for Derivative Instruments and Hedging Activities, as amended. The amended standard requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and measure these instruments at fair value. Fair value is estimated using the Monte Carlo simulation method.  We also follow accounting standards for the Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in, a Company’s Own Stock, which requires freestanding contracts that are settled in a company’s own stock, including common stock warrants, to be designated as an equity instrument, asset or a liability. Under these provisions a contract designated as an asset or a liability must be carried at fair value, with any changes in fair value recorded in the results of operations. A contract designated as an equity instrument can be included in equity, with no fair value adjustments required. The asset/liability derivatives are valued on a quarterly basis using the Black-Scholes Pricing model. Significant assumptions used in the valuation included exercise dates, fair value for our common stock, volatility of our common stock and a proxy-free interest rate. Gains (losses) on warrants are included in “Changes in fair value of warrant liabilities in our consolidated statement of operations”.
 
 Advertising & Marketing Expense
 The Company expenses advertising and marketing costs as incurred, which are included in selling expense. Advertising and marketing costs were approximately $1,024,000 and $752,000 for the years ended December 31, 2012 and 2011, respectively.
  Income Taxes
 The Company accounts for income taxes in accordance with the asset and liability method. Deferred taxes are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A tax valuation allowance is established, as needed to reduce net deferred tax assets to the amount expected to be realized. The Company also follows applicable guidance for accounting for uncertainty in income taxes.
  The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
  F-9
 Table of Contents
 
 Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.
 
 The Company recognizes accrued interest and penalties related to unrecognized tax benefits and audits in the provision for income taxes in our consolidated statements of operation.
 
 Revenue Recognition
 Revenue is recorded as services are provided or publications are shipped to customers. The Company generally recognizes all revenues in the period in which the service is rendered or shipment is made, provided that persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is reasonably assured. The Company records deferred revenue for payments received from customers for the performance of future services and recognizes the associated revenue in the period that the services are performed.
 
 Net Loss Per Share Attributable to YOU On Demand Shareholders
 Basic and Diluted net loss per share attributable to YOU On Demand shareholders have been computed by dividing the net loss by the weighted average number of common shares outstanding. The assumed exercise of dilutive warrants, less the number of treasury shares assumed to be purchased from the proceeds of such exercises using the average market price of the Company’s common stock during each respective period, have been excluded from the calculation of diluted net loss per share as their effect would be antidilutive.
 
 Foreign Currency Translation
 The Company’s subsidiaries and VIEs located in China use its local currency (RMB) as its functional currency. Translation adjustments are reported as gains or losses in other comprehensive income or loss on the statement of comprehensive loss and accumulated as other comprehensive loss in the equity section of the balance sheet. The exchange rates used to translate amounts in functional currencies into USD for the purpose of preparing the consolidated financial statements were as follows:
 
 2012


2011Period end RMB:USD exchange rate


6.3011



6.3588Average RMB:USD exchange rate


6.3116



6.4688
 
 The RMB is not freely convertible into other foreign currencies, and all foreign exchange transactions must take place through authorized institutions. There is no assurance that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.
  Economic and Political Risks
 The Company’s current operations are conducted in the PRC. Accordingly, the Company’s consolidated financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC and by the general state of the PRC economy.
 
 The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s consolidated results may be adversely affected by changes in the political and social conditions in the PRC and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad and rates and methods of taxation, among other things.
 
 Concentrations of Credit Risk
 Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. The Company generally requires advance payments for internet services. Other concentrations of credit risk are limited due to the large customer base in Jinan, a sub-provincial city of Shandong province in the People’s Republic of China.
  F-10
 Table of Contents
 
 Fair value of Financial Instruments
 The fair values of accounts receivable, prepaid expenses and accounts payable and accrued expenses are estimated to approximate the carrying values at December 31, 2012 and 2011 due to the short maturities of such instruments.
 
 Stock-Based Compensation
 The Company awards stock options and other equity-based instruments to its employees, Directors and consultants (collectively “share-based payments”). Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date and is recognized on a straight-line basis over the requisite service period, which generally equals the vesting period. All of the Company’s stock-based compensation is based on grants of equity instruments and no liability awards have been granted.
 
 Reportable Segment
 The Company operates under one reportable business segment, media, for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance.
 
 Recent Accounting Pronouncements
 Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
 
 3.
Going Concern and Management’s Plans
 
 For the year ended December 31, 2012, we had a net loss of approximately $14,213,000 and we used cash for operations of approximately $10,601,000. We had a working capital deficit of approximately $5,983,000 and accumulated deficit of approximately $59 million, at December 31, 2012. The Company will continue to rely on debt and equity to pay for ongoing operating expenses in order to execute its business plan. We have the ability to raise funds by various methods including utilization of our $50 million shelf registration of which $47.3 million is remaining as well as other means of financing such as debt or private investment.   However, financing may not be available to the Company on terms acceptable to us or at all or that such resources will be received in a timely manner.   Further we may need approval to seek additional financing from the shareholders from the August 2012 private financing in the event we do a public financing.
 
 These conditions raise substantial doubt about the Company’s ability to continue as a going concern. We anticipate that we will need to raise additional funds to fully implement our business model and related strategies.
 
 The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.
  4.
VIE Structure and Arrangements
  Management Services Agreement
  Pursuant to a Management Services Agreement, dated as of March 9, 2010, between Sinotop Beijing and Sinotop Hong Kong (the “Management Services Agreement”), Sinotop Hong Kong has the exclusive right to provide to Sinotop Beijing management, financial and other services related to the operation of Sinotop Beijing’s business, and Sinotop Beijing is required to take all commercially reasonable efforts to permit and facilitate the provision of the services by Sinotop Hong Kong.  As compensation for providing the services, Sinotop Hong Kong is entitled to receive a fee from Sinotop Beijing, upon demand, equal to 100% of the annual Net Profits of Sinotop Beijing during the term of the Management Services Agreement (Sinotop Hong Kong may request ad hoc quarterly payments of the aggregate fee, which payments will be credited against Sinotop Hong Kong’s future payment obligations).
  The Management Services Agreement also provides Sinotop Hong Kong or its designee with a right of first refusal to acquire all or any portion of the equity of Sinotop Beijing upon any proposal by the sole shareholder of Sinotop Beijing to transfer such equity.   In addition, at the sole discretion of Sinotop Hong Kong, Sinotop Beijing may be obligated to transfer to Sinotop Hong Kong or its designee any part or all of the business, personnel, assets and operations of Sinotop Beijing which may be lawfully conducted, employed, owned or operated by Sinotop Hong Kong, including:
  F-11
 Table of Contents
  (a) business opportunities presented to, or available to Sinotop Beijing may be pursued and contracted for in the name of Sinotop Hong Kong rather than Sinotop Beijing, and at its discretion Sinotop Hong Kong may employ the resources of Sinotop Beijing to secure such opportunities;
  (b) any tangible or intangible property of Sinotop Beijing, any contractual rights, any personnel, and any other items or things of value held by Sinotop Beijing may be transferred to Sinotop Hong Kong at book value;
  (c) real property, personal or intangible property, personnel, services, equipment, supplies and any other items useful for the conduct of the Business may be obtained by Sinotop Hong Kong by acquisition, lease, license or otherwise, and made available to Sinotop Beijing on terms to be determined by agreement between Sinotop Hong Kong and Sinotop Beijing;
  (d) contracts entered into in the name of Sinotop Beijing may be transferred to Sinotop Hong Kong, or the work under such contracts may be subcontracted, in whole or in part, to Sinotop Hong Kong, on terms to be determined by agreement between Sinotop Hong Kong and Sinotop Beijing; and
  (e) any changes to, or any expansion or contraction of, the Business may be carried out in the exercise of the sole discretion of Sinotop Hong Kong, and in the name of and at the expense of, Sinotop Hong Kong;
  provided, however, that none of the foregoing may cause or have the effect of terminating (without being substantially replaced under the name of Sinotop Hong Kong) or adversely affecting any license, permit or regulatory status of Sinotop Beijing.
  The term of the Management Services Agreement is 20 years, and may not be terminated by Sinotop Beijing except with the consent of, or a material breach by, Sinotop Hong Kong.
  Equity Pledge Agreement
  Pursuant to an Equity Pledge Agreement among Sinotop Hong Kong, Sinotop Beijing and the sole shareholder of Sinotop Beijing (the “Shareholder”), dated March 9, 2010, the Shareholder pledged all of its equity interests in Sinotop Beijing (the “Collateral”) to Sinotop Hong Kong as security for the performance of the obligations of Sinotop Beijing to make all of the required management fee payments pursuant to the Management Services Agreement.  The term of the Equity Pledge Agreement expires two years from Sinotop Beijing’s satisfaction of all obligations under the Management Services Agreement.
  Option Agreement
  Pursuant to an Option Agreement among Sinotop Hong Kong, Sinotop Beijing and the sole shareholder of Sinotop Beijing (the “Shareholder”), dated March 9, 2010, and entered into in connection with the Management Services Agreement, the Shareholder granted an exclusive option to Sinotop Hong Kong or its designee to purchase, at any time and from time to time, to the extent permitted under PRC law, all or any portion of the Shareholder’s equity in Sinotop Beijing.  The aggregate purchase price of the option is equal to the paid-in registered capital of the Shareholder.  The term of the agreement is until all of the equity interest in Sinotop Beijing held by the Shareholder is transferred to Sinotop Hong Kong or its designee, or until the maximum period allowed by law has run, and may not be terminated by any party to the agreement without the consent of the other parties.
  Voting Rights Proxy Agreement
  Pursuant to a Voting Rights Proxy Agreement among Sinotop Hong Kong, Sinotop Beijing and the sole shareholder of Sinotop Beijing (the “Shareholder”), dated March 9, 2010, the Shareholder granted to Sinotop Hong Kong an irrevocable proxy, for the maximum period of time permitted by law, all of its voting rights as a shareholder of Sinotop Beijing.  The Shareholder may not transfer any of its equity interest in Sinotop Beijing to any party other than Sinotop Hong Kong.  The Voting Rights Proxy Agreement may not be terminated except upon the written consent of all parties, or unilaterally by Sinotop Hong Kong upon 30 days’ notice.
  Jinan Broadband
  The corporate structure for our broadband business consists of:
  F-12
 Table of Contents
 
 ●
a Cooperation Agreement, dated as of December 26, 2006, between CB Cayman and Jinan Parent (the “December 2006 Cooperation Agreement”);
 ●
a Cooperation Agreement dated as of January 2007, between Jinan Broadband and Networks Center (the “January 2007 Cooperation Agreement”); and
 ●
two Exclusive Service Agreements, dated December 2006 and March 2007, between Jinan Broadband, Jinan Parent and Networks Center (collectively, the “Exclusive Service Agreements”).
 
 Pursuant to the December 2006 Cooperation Agreement, CB Cayman and Jinan Parent set up a joint venture, Jinan Broadband.  CB Cayman contributed in cash and owns a 51% controlling interest, and   Jinan Parent contributed the assets in exchange of 49% ownership in Jinan broadband.   Jinan Broadband is a corporate joint venture with a term of 20 years.  Jinan Broadband is considered as a VIE based on ASC 810-10-25-38 due to the fact that CB Cayman has a controlling financial interest in Jinan Broadband and therefore deemed to be the primary beneficiary based on the terms stipulated in the December 2006 Cooperation Agreement below:
 
 ●
CB Cayman appointed 3 directors and Jinan Parent appointed 2 directors;
 ●
The general manager and financial manager are appointed by CB Cayman; and
 ●
CB Cayman is entitled to receive 51% of net profit/loss of Jinan Broadband.
 
 Pursuant to the January 2007 Cooperation Agreement, Networks Center, the PRC governmental agency which controls Jinan Parent, affirmed the arrangement set forth in the December 2006 Cooperation Agreement which provided that all of the pre-tax revenues of Jinan Broadband would be assigned to our WFOE for 20 years.
 
 Under the terms of the Exclusive Service Agreements, Jinan Broadband is obligated to provide certain technical services needed by Jinan Parent and is entitled to receive 100% of the pre-tax revenue of access services from Jinan Parent as a service charge in exchange.
  Shandong Media
  Effective July 1, 2012, we deconsolidated Shandong Media due to a decrease in ownership from 50% to 30% (see Note 11 below for additional details related to the deconsolidation).
 
 On March 7, 2008, we entered into the Shandong Cooperation Agreement with the Shandong Newspaper Entities.  The Shandong Cooperation Agreement provided for, among other terms, the creation of a joint venture entity in the PRC, Shandong Media, that would own and operate the television program guide, newspaper and magazine publishing businesses previously owned and operated by the Shandong Newspaper Entities pursuant to exclusive licenses.  In addition, Shandong Media entered into an exclusive advertising agency agreement and an exclusive consulting services agreement with the Shandong Newspaper Entities and another third party, Music Review Press, which requires that the Shandong Newspaper Entities and Music Review Press shall appoint Shandong Media as their exclusive advertising agent and provider of technical and management support for a fee.
  Under the terms of the Shandong Cooperation Agreement and related pledge and trust documents, the Shandong Newspaper Entities contributed their entire Shandong newspaper business and transferred certain employees to Shandong Media in exchange for a 50% stake in Shandong Media, with the other 50% of Shandong Media to be owned directly by Jinan Zhong Kuan and indirectly by our WFOE in the PRC in the second quarter of 2008, with the joint venture becoming operational in July of 2008.  In exchange, therefore, the Shandong Cooperation Agreement provided for total initial consideration from us of approximately $1.5 million (approximately 10 million RMB).  As part of the transaction, and to facilitate our subsidiary’s ownership and control over Shandong Newspaper under PRC law, through our WFOE in the PRC, this acquisition was completed in accordance with a pledge and loan agreement, pursuant to which all of the shares of Shandong Media which we acquired are held in trust on our behalf by a nominee holder, as security for a loan to Shandong Media’s parent seller.
 
 On January 19, 2012, through Jinan Zhong Kuan, we entered into a Memorandum of Understanding with the Shandong Newspaper Entities pursuant to which we expressed the intention to amend the terms of the Shandong Cooperation Agreement to transfer an aggregate of 20% of our ownership interest in Shandong Media to the Shandong Newspaper Entities. Shandong Media received notice of approval by the PRC State Administration for Industry & Commerce to effect the changes made in the Articles of Association and complete the transaction. The equity transfer ownership was effective as of July 1, 2012, and we have deconsolidated Shandong Media and recorded our 30% ownership under the equity method of accounting.
  F-13
 Table of Contents
 
 We are entitled to 100% of the pre-tax income of Jinan Zhong Kuan, in two ways which are discussed below.  First, there are two individual owners of Jinan Zhong Kuan which hold all of the equity in that company in trust for the benefit of CB Cayman, pursuant to trustee arrangements entered into with them in 2008.  The trustee arrangements relieve the individual shareholders from any responsibilities for the day-to-day operations of the company and any liability arising from their role as equity holders.  All actions taken by them as shareholders will be in accordance with instructions provided by CB Cayman.  The trustee arrangements provide that, in consideration for an up-front fee paid by CB Cayman, and monthly cash payments thereafter, the equity holders of Jinan Zhong Kuan will hold the equity of Jinan Zhong Kuan in trust for, and only for the benefit of, CB Cayman.  We believe CB Cayman’s right to receive 100% of the dividends paid on the equity held in trust for it by the two individuals is appropriate under PRC transfer pricing rules, which are found in Arts. 41-48 of the PRC Enterprise Income Tax Law and Arts. 109-123 of the Implementing Regulations thereunder, and complies with the “arm’s length principle” mandated by Art. 41 of the Enterprise Income Tax Law, because those individuals have no responsibilities and take no risk in connection with their role as trustee shareholders other than to vote when requested and as directed by CB Cayman.
  As a practical matter, however, there are not likely to be any dividends paid on the equity of Jinan Zhong Kuan, because all of its pre-tax income is required to be paid over to the WFOE under the terms of an exclusive services agreement entered into in January 2008. Under the terms of the exclusive services agreement, the WFOE is obligated to provide all management, technical and support services needed by Jinan Zhong Kuan and is entitled to receive 100% of the pre-tax income of Jinan Zhong Kuan in exchange. Jinan Zhong Kuan has no income other than profit distributions from Shandong Media.  Jinan Zhong Kuan and our WFOE are related parties, and all of the risk and burden of the operations of Jinan Zhong Kuan is shifted to the WFOE under the exclusive services agreement, and therefore all of the economic benefit is shifted to the WFOE, as well.  If the PRC tax authorities were to disagree with our position regarding the pricing under the exclusive services agreement between Jinan Zhong Kuan and the WFOE, there is no potential for past-due tax liability with respect to Jinan Zhong Kuan because, as noted above, Jinan Zhong Kuan has never recognized any profits.
  The Company, through CB Cayman, is the sole owner of the WFOE, and exercises the overall voting power over the WFOE.  In addition, through the various contractual agreements between CB Cayman, the trustees, the WFOE and Jinan Zhong Kuan, as discussed above, Jinan Zhong Kuan is considered a VIE.  As the Company bears all risks and is entitled to all benefits relating to the investment in Jinan Zhong Kuan, the Company is a primary beneficiary of Jinan Zhong Kuan and is required to consolidate Jinan Zhong Kuan under the variable interest model.  With respect to Shandong Media, it cannot finance its own activities without the cash contribution from Jinan Zhong Kuan.  In addition, apart from its equity interest in Shandong Media, Jinan Zhong Kuan has the obligation to bear expected losses and receive expected returns through the exclusive services agreement, which entitles Jinan Zhong Kuan to all net profits of Shandong Media.
  5.
Content Accounting
 
 The Company obtains content through content license agreements and revenue sharing agreements with studios and distributors. The license agreement may or may not be recognized in licensed content.
 
 When the license fee is not known or reasonably determinable for a specific title, the title does not meet the criteria for recognition in licensed content in accordance with ASC 920-350-25-2. We expense as costs of revenues the greater of revenue sharing costs incurred through the end of the reporting period or the proportionate value of total minimum license fees expensed on a straight-line basis over the term of each license agreement. As the Company expenses license fees on a straight-line basis, it may result in deferred or prepaid license fees. Prepaid license fees are classified as an asset on the consolidated balance sheets as licensed content and deferred license fees are classified as a liability on the consolidated balance sheets as deferred license fees.  Commitments for license agreements that do not meet the criteria for recognition in licensed content are discussed in Note 21 to the consolidated financial statements.
  6.
Warner Bros. License Agreement
 
 On July 1, 2011, the Company, through its Chinese joint venture Zhong Hai Video entered into a Transactional Video on Demand and Pay-Per-View License Agreement (the “WB Agreement”) with CAV Warner Home Entertainment Co., Ltd. (“CAVW”), Warner Bros. Home Entertainment Group’s joint venture in China. Pursuant to the WB Agreement, Zhong Hai Video was granted a license under copyright for a total term of fifty-four months beginning on July 1, 2011. The contract is subject to annual minimum payments.
  F-14
 Table of Contents
 
 In connection with the WB Agreement, the Company issued 200,000 warrants to Warner Bros. Entertainment Inc. exercisable at a price per share of $6.60 for a term of five years beginning on May 12, 2011. These warrants are subject to a right of redemption exercisable by the Company in the event the closing price of the Company's common stock shall equal or exceed $13.20 per share for twenty consecutive trading days. In accordance with ASC 505-50, Equity-based Payments to Non-employees, the fair value of equity instruments issued in the acquisition of goods or services should be recognized in the same manner as if an enterprise had paid cash. As such, the Company estimated the fair value of the warrants granted using the Black-Scholes Merton model at $676,462 and capitalized the amount as licensed content. The Black-Scholes Merton model incorporated the following assumptions: risk-free interest rate of 1.89%, expected volatility of 60.0%, expected life of 5.0 years and expected dividend yield of 0%. The Company began amortizing this asset during the third quarter of 2011 and recognized approximately $150,000 and $75,000 (which is included in cost of revenue) during the years ended December 31, 2012 and 2011, respectively.
  7.
Property and Equipment
 
 During 2012, we reviewed the equipment assets at our Jinan Broadband subsidiary and determined that an additional impairment should be recorded based on the estimated realizable values. We initially reserved a portion of these assets in 2010.  During 2012, we recorded an additional estimated impairment of $840,000 related to the facilities and machinery assets. The assets being impaired are considered to have no salvageable value.
 
 December 31,


December 31,2012


2011Furniture and office equipment

$
3,202,000


$
2,088,000Facilities and machinery


15,779,000



16,724,000Leasehold improvements


178,000



310,000Vehicles


54,000



30,000Total property and equipment


19,213,000



19,152,000Less:  accumulated depreciation


(15,114,000
)


(14,053,000
)Net carrying value

$
4,099,000


$
5,099,000
 
 We recorded depreciation expense of approximately $2,052,000 and $2,505,000 for the years ended December 31, 2012 and 2011, respectively.
 
 8.
Goodwill and Intangible Assets
 
 The Company has intangible assets primarily relating to the acquisitions of Jinan Broadband and Sinotop Hong Kong. The Company amortizes its intangible assets that have finite lives. As discussed in Note 10, the Company determined during 2011 that AdNet’s remaining assets would no longer be used. As such, the Company recognized an impairment loss related to AdNet’s software technology in the amount of $189,241 during the quarter ended June 30, 2011. For Jinan Broadband, we reclassified $159,132 from fixed assets to software and licenses during the quarter ended June 30, 2012.
  F-15
 Table of Contents
    Balance at








Deconsolidation


Foreign


Balance atDecember 31,





Amortization


of Shandong


Currency


December 31,2011


Additions


Expense


Media


Transl Adj


2012Amortized intangible assets:Service agreement

$
1,310,892


$
-


$
(85,960
)

$
-


$
291,231
(1)

$
1,516,163Publication rights


400,953



-



(12,150
)


(388,803
)


-



-Customer relationships


76,579



-



(5,890
)


(70,689
)


-



-Operating permits


600,147



-



(18,186
)


(581,961
)


-



-Charter / Cooperation agreements


2,560,616



-



(137,792
)


-



-



2,422,824Noncompete agreement


1,576,256



-



(1,455,004
)


-



-



121,252Software and licenses


240,015



586,733



(191,212
)


(4,066
)


(789
)


630,681Website development


250,000



100,000



(116,989
)


-



967



233,978Total amortized intangible assets

$
7,015,458


$
686,733


$
(2,023,183
)

$
(1,045,519
)

$
291,499


$
4,924,898Unamortized intangible assets:Website name


134,290



-



-



-



-



134,290Goodwill


6,105,478



-



-



-



-



6,105,478Total unamortized intangible assets

$
6,239,768


$
-


$
-


$
-


$
-


$
6,239,768
  (1)
Cumulative foreign currency translation adjustment related to our Jinan Service Agreement
  In accordance with ASC 250, we recorded amortization expense related to our intangible assets of approximately $2,030,000 and $1,919,000 during 2012 and 2011, respectively.
  The following table outlines the amortization expense for the next five years and thereafter:
  Jinan


SinotopYears ending December 31,

Broadband


Hong Kong


Sinotop


Total2013

$
155,284


$
259,041


$
277,062


$
691,3872014


148,779



137,791



241,604



528,1742015


133,745



137,791



97,700



369,2362016


113,952



137,791



95,298



347,0412017


106,398



137,791



26,830



271,019Thereafter


984,170



1,733,871



-



2,718,041Total amortization to be recognized

$
1,642,328


$
2,544,076


$
738,494


$
4,924,898
  9.
Equity Method Investments
  The Company’s investments in companies that are accounted for on the equity method of accounting consist of the following: (1) 30% interest in Shandong Media, a print based media business; and (2) 39% interest in Hua Cheng, a company established to provide integrated value-added service solutions for the delivery of VOD and enhanced premium content for cable providers.
  F-16
 Table of Contents
 
 2012


2011Condensed income statement information:Net sales

$
1,862,223


$
-Gross margin

$
419,696


$
-Net loss

$
(258,450
)

$
(36,849
)Company's equity in net income (loss)

$
67,675


$
(14,371
)Condensed balance sheet information:Current assets

$
3,018,413


$
1,364,720Noncurrent assets

$
577,291


$
177,960Total assets

$
3,595,704


$
1,542,680Current liabilities

$
1,578,030


$
10Noncurrent liabilities

$
182,151


$
-Equity

$
1,835,523


$
1,542,670Total liabilities and equity

$
3,595,704


$
1,542,680
  10.
Deconsolidation of AdNet
 
 We acquired AdNet during the first half of 2009. Due to the shift of our business model to the VOD business, as of December 31, 2009 we permanently suspended day-to-day operations of AdNet. Subsequently, we continued to maintain the technology and assets of AdNet, which we planned to use in our VOD business.
 
 Due to recent continuing advancements in other advertising technologies, the Company determined that AdNet’s remaining assets would no longer be used to support the VOD business. As such, on August 3, 2011, the Company provided a thirty-day notice of its termination of the VIE arrangement with AdNet, which served to relinquish the Company’s control and any right to economic benefit, as well as release the Company of any future liability, upon effectiveness of such termination on September 2, 2011.
 
 Accordingly, as of June 30, 2011, the Company recognized a loss on the impairment of AdNet’s remaining assets in the amount of $212,180. Upon the effectiveness of termination during the third quarter of 2011, the Company deconsolidated AdNet’s liabilities and recognized a gain of $470,041 in accordance with ASC 810-10-40, Deconsolidation of a Subsidiary.
  11.
Deconsolidation of Shandong Media Joint Venture
 
 In connection with the Shandong Newspaper Cooperation Agreement, based on certain financial performance thresholds we were required to make an additional payment of RMB 5,000,000 (approximately US $791,900) to Shandong Media. In January 2012, the Company, through Jinan Zhong Kuan, signed a Memorandum of Understanding (“MOU”) with Shandong Broadcast and Modern Movie, our partners in our Shandong Media joint venture company, whereby upon execution of a formal agreement, the Company was relieved of its obligation to make the additional payment of RMB 5,000,000 (approximately US $791,900) described above in exchange for payment of RMB 1,000,000 (approximately US$158,300) to Shandong Media and the transfer of 20% of the Company’s 50% ownership interest in Shandong Media to Shandong Broadcast and Modern Movie. In April 2012, Jinan Zhong Kuan made payment of RMB 1,000,000 to Shandong Broadcast in connection with the signed MOU.
  F-17
 Table of Contents
 
 Shandong Media has received notice of approval by the PRC State Administration for Industry & Commerce (“AIC”) to effect the changes made in the Articles of Association (“AOA”) and complete the transaction. The equity transfer ownership is effective as of July 1, 2012 and we have deconsolidated Shandong Media and recorded our 30% ownership under the equity method of accounting in accordance with ASC 810-10-40, Deconsolidation of a Subsidiary. We valued the 30% investment in Shandong Media at fair value based on historical and forecasted performance utilizing discounted cash flow methodology. Due to current performance and risks associated with future cash flow we valued Shandong Media at $0.00 as of the date of deconsolidation. As part of the deconsolidation we have removed the net assets associated with Shandong and recognized a gain of $141,814 on such deconsolidation.
 
 Also in accordance with ASC 810-10-40, Deconsolidation of a Subsidiary, we will maintain a balance for our 30% investment in Shandong Median not to go below $0.00. Based on our valuation for our 30% ownership and the net loss from Q3 our balance is currently negative and as such is recorded as a $0.00 balance on our financial statements.
  12.
Fair Value Measurements
 
 Accounting standards require the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The various levels of the fair value hierarchy are described as follows:
 
 ●
Level 1 — Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that we have the ability to access.
 
 ●
Level 2 — Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability.
 
 ●
Level 3 — Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.
 
 Accounting standards require the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
 
 Common stock is valued at closing price reported on the active market on which the individual securities are traded.
 
 Annually we review the valuation techniques used and determine if the fair value measurements are still appropriate and evaluate and adjust the unobservable inputs used in the fair value measurements based on current market conditions and third party information.  There were no changes in the valuations techniques during the current year.
 
 The fair value of the warrant liabilities at December 31, 2012 was valued using the Monte Carlo Simulation method which incorporated the following assumptions: risk-free rate of interest .777%, expected volatility of 75%, expected life of 4.67 years and expected dividend yield of 0%.
 
 The fair value of the option portion of our contingent purchase consideration liabilities at December 31, 2012 was valued using the Black-Scholes Merton model and at December 31, 2011 it was valued using the Monte Carlo simulation method, which is based on valuation theories underlying the Black-Scholes Merton model. Estimated probabilities related to achieving the earn-out milestones were incorporated into our December 31, 2011 valuation. In addition, our valuation incorporates the following assumptions:
  F-18
 Table of Contents
 
 December 31,


December 31,2012


2011(Black-Scholes)


(Monte Carlo)Risk-free interest rate


0.45
%


0.41
%Expected volatility


75
%


75
%Expected life

3.5 years


4 yearsExpected dividend yield


0
%


0
%
 
 The following tables present the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis at December 31, 2012 and 2011, respectively:
 
 December 31, 2012Fair Value MeasurementsLevel 1


Level 2


Level 3


Total Fair ValueAssetsAvailable-for-sale securities

$
2,229


$
-


$
-


$
2,229Investment in unconsolidated entities (Shandong Media)


-



-



-



-LiabilitiesWarrant liabilities

$
-


$
-


$
878,380


$
878,380Contingent purchase price consideration, current (see Note 13)


-



-



368,628



368,628Contingent purchase price consideration, noncurrent (see Note 13)


-



-



368,628



368,628
  December 31, 2011Fair Value MeasurementsLevel 1


Level 2


Level 3


Total Fair ValueAssetsAvailable-for-sale securities

$
2,229


$
-


$
-


$
2,229LiabilitiesContingent purchase price consideration, current (see Note 13)

$
-


$
-


$
1,091,571


$
1,091,571Contingent purchase price consideration, noncurrent (see Note 13)


-



-



2,267,518



2,267,518
 
 Level 3 Assets and LiabilitiesFor the Years Ended December 31, 2011 and 20121/1/2011


Unrealized

(gain) / loss


12/31/2011


Purchases, sales

and issuances

and settlements


Unrealized

(gain) / loss


12/31/2012Liabilities:Warrant Liability

$
-



-


$
-



1,525,682



(647,302
)

$
878,380Contingent purchase price consideration

$
3,362,105



(3,016
)

$
3,359,089



(1,308,390
)


(1,313,443
)

$
737,256
  F-19
 Table of Contents
 Quantitative Information about Level 3 Fair Value MeasurementsFair Value at

Valuation
Unobservable12/31/2012

Techniques
Inputs

InputWarrant Liability

$
878,380

Monte Carlo Simulation Method
Risk Free rate of interest


0.777
%Expected volatility


75
%Expected life (years)


4.67Expected dividend yield


0
%Contingent consideration

$
737,256

Black-Scholes Merton Model
Risk Free rate of interest


0.540
%Expected volatility


75
%Expected life (years)


3.5Expected dividend yield


0
%
 
 The significant unobservable inputs used in the fair value measurement of the Company’s warrant liability and contingent consideration  includes the risk free interest rate, expected volatility, expected life and expected dividend yield.  Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement
 
 With the adoption of ASU 2011-04, there were no changes in valuation technique and related inputs resulting from the adoption of the new requirements.
 
 In accordance with our deconsolidation of Shandong Media, we recorded the fair value of our 30% equity investment. Utilizing forecasts based on recent historical performance we computed a discounted cash flow valuation of $0.00.
 
 13.
Sinotop Contingent Consideration
 
 In connection with the acquisition of Sinotop Hong Kong on July 30, 2010, if specified performance milestones are achieved, Weicheng Liu (“Mr. Liu” or “the Seller”) will be entitled to earn up to (i) an additional 403,820 shares of common stock of the Company, (ii) three-year warrants to purchase 571,275 shares of the Company’s common stock, equivalent to 5.0% of the total number of shares of the Company’s common stock underlying all outstanding warrants as of immediately following the closing of the July 2010 financing and (iii) a four-year option to purchase 80,000 shares of the Company’s common stock which was equal to 5% of the total number of shares of the Company’s common stock underlying all outstanding options of the Company granted to individuals employed by the Company as of September 1, 2010 (collectively, the securities referred to in clauses (i), (ii) and (iii) are referred to herein as the “Earn-Out Securities”). The milestones are as follows: Sinotop Hong Kong will ensure that (i) at the end of the first earn-out year (July 1, 2012), at least 3 million homes will have access to the Company’s VOD services, (ii) at the end of the second earn-out year (July 1, 2013), at least 11 million homes will have access to the Company’s VOD services, and (iii) at the end of the third earn-out year (July 1, 2014), at least 30 million homes will have access to the Company’s VOD services.
 
 Subsequent to the acquisition of Sinotop, the Company underwent a warrant exchange that converted the three-year warrants to be potentially earned under clause (ii) above to 332,002 shares of common stock. As such, the Earn-Out Securities subject to the achievement of the specified performance milestones were 735,822 shares of common stock and a four-year option to purchase 80,000 shares of common stock.
  F-20
 Table of Contents
 
 The Company recorded a contingent consideration obligation related to the Earn-Out Securities at the time of acquisition which totaled $2,750,966, representing the fair value of the estimated payment of the full earn-out. The contingent consideration is classified as a liability because the earn-out securities do not meet the fixed-for-fixed criteria under ASC 815-40-15 for equity classification. Further ASC 815-40-15 requires us to re-measure the contingent consideration obligation at the end of every reporting period with the change in value reported in the consolidated statements of operations and, accordingly, we reported a gain of $1,313,443 and $3,016, for the years ended December 31, 2012 and 2011, respectively.
 
 At the end of the first earn-out year (July 1, 2012), the first milestone was achieved with over 3 million homes having access to our VOD services. As such, we issued 245,274 shares of our common stock and 26,667 options to Mr. Liu.
 
 The following is a summary of the earned purchase price consideration and the estimated fair value of the contingent consideration obligation for the acquisition of Sinotop Hong Kong at December 31, 2012 and 2011, respectively.
 
 January 1,








December 31,2012


Earned


Change in


2012Class of consideration

Fair Value


Fair Value


Fair Value


Fair ValueCommon shares

$
3,147,109


$
(1,226,369
)

$
(1,209,446
)

$
711,294Stock options


211,980



(82,021
)


(103,997
)


25,962Total earned and contingent consideration

$
3,359,089


$
(1,308,390
)

$
(1,313,443
)

$
737,256
 
 January 1,








December 31,2011


Earned


Change in


2011Class of consideration

Fair Value


Fair Value


Fair Value


Fair ValueCommon shares

$
3,175,902


$
-


$
(28,793
)

$
3,147,109Stock options


186,203



-



25,777



211,980Total earned and contingent consideration

$
3,362,105


$
-


$
(3,016
)

$
3,359,089
  The following table represents the estimated fair value of the current and the noncurrent portion of the consideration liability for the acquisition of Sinotop Hong Kong at December 31, 2012.
 
 As of December 31, 2012Number of


Current


Noncurrent


TotalInstruments


Liability


Liability


LiabilityShares July 2013


245,274


$
355,647


$
-


$
355,647Shares July 2014


245,274




-



355,647



355,647Total Common Shares


490,548


$
355,647


$
355,647


$
711,294Options July 2013


26,667


$
12,981


$
-


$
12,981Options July 2014


26,666



-



12,981



12,981Total Options


53,333


$
12,981


$
12,981


$
25,962Total Shares and Options


543,881


$
368,628


$
368,628


$
737,256
  F-21
 Table of Contents
  As of December 31, 2011Number of


Current


Noncurrent


TotalInstruments


Liability


Liability


LiabilityShares July 2012


245,274


$
1,027,391


$
-


$
1,027,391Shares July 2013


245,274



-



1,066,573



1,066,573Shares July 2014


245,274



-



1,053,145



1,053,145Total Common Shares


735,822


$
1,027,391


$
2,119,718


$
3,147,109Options July 2012


26,667


$
64,180


$
-


$
64,180Options July 2013


26,667



-



71,620



71,620Options July 2014


26,666



-



76,180



76,180Total Options


80,000


$
64,180


$
147,800


$
211,980Total Shares and Options


815,822


$
1,091,571


$
2,267,518


$
3,359,089
 
 14.
Related Party Transactions
 
 Jinan Broadband
 
 Payable to Jinan Parent
 
 As of December 31, 2012, our payable to Jinan Guangdian Jiahe Digital Television Co., Ltd. (“Jinan Parent”) increased approximately $1,000, due to currency fluctuations. At December 31, 2012 and December 31, 2011, approximately $144,000 and $143,000, respectively, remained due to Jinan Parent. This amount represents the remaining balance due from the initial acquisition which is unsecured, interest free and has no fixed repayment terms.
 
 Revenue
 
 During the years ended December 31, 2012 and 2011, Jinan Broadband generated $147,000 and $158,000, respectively, of value-added service revenue from an affiliate, Jinan Radio and Television Networks Center (“Networks Center”). Networks Center is the owner of Jinan Parent who has a 49% ownership interest in Jinan Broadband.
  Cost of Revenue
 
 During the years ended December 31, 2012 and 2011, Jinan Broadband incurred service fees to Networks Center of approximately $35,000 and $47,000, respectively. To minimize administrative fees and maintain a low headcount at Jinan Broadband, Networks Center collects customer payments on behalf of Jinan Broadband and then remits the funds to Jinan Broadband. Networks Center charges Jinan Broadband a 2% service fee on the payments collected.
 
 General and Administrative Expense
 
 During the years ended December 31, 2012 and 2011, Jinan Broadband paid sales agency fees of approximately $69,000 and $31,000, respectively, to Networks Center for revenue collection on behalf of Jinan Broadband and network maintenance.
 
 Accounts Payable
 
 As of December 31, 2012 and 2011, respectively, Jinan Broadband had accounts payable to Networks Center of approximately $270,000 and $268,000, respectively, relating to maintenance, network leasing and facility rental fees. Jinan Broadband’s operation is located in a building that is owned by Networks Center. As such, Jinan Broadband shares the cable network usage with Networks Center. Additionally, Jinan Broadband utilizes Networks Center’s staff to provide cable network maintenance support to their customers. As such, Network Center charges Jinan Broadband fees for these services and usage of their facility.
  F-22
 Table of Contents
 
 Accrued Expense
 
 Jinan Broadband had accrued network maintenance fees and network leasing fees to Networks Center of approximately $1,087,000 and $47,000 as of December 31, 2012 and 2011, respectively.
 
 Sinotop
 
 Amount due from Non-controlling Interest
 Subsequent to our acquisition of Sinotop Hong Kong in July 2010, Sinotop and Hua Cheng entered into a variable interest entity agreement to form and operate Zhong Hai Video with equity ownership interests of 80% and 20%, respectively, of total registered capital of RMB 50 million. Sinotop contributed RMB 10 million and had a commitment to fund the remaining RMB 30 million. At December 31, 2011, Hua Cheng had not made its capital contribution of RMB 10 million. Accordingly, we recorded an amount due from non-controlling interest in the amount of $1,572,699.
 
 During the third quarter of 2012, Zhong Hai Video reduced the total registered capital from RMB 50 million (USD 7,903,000) to RMB 12.5 million (USD 1,871,000).  Following the registered capital  reduction, Hua Cheng contributed a software management system valued at RMB 2,519,700 (USD 398,000) and Sinotop no longer had a commitment to fund the remaining RMB 30 million as noted above.   As of December 31, 2012 there is no amount due from our non-controlling interest.
 
 Cost of Revenue
 
 During the year ended December 31, 2012 Zhong Hai Video paid licensed content fees to Hua Cheng  Film and Television Digital Program Co., Ltd., a related party, of RMB 1,000,000 (USD 159,000).
 
 15.
Retail Financing, December 2012
  On December 14, 2012, we entered into an underwriting agreement with Chardan Capital Markets LLC, as representative of several underwriters, and National Securities Corporation, as qualified independent underwriter (collectively, the “Underwriters”) in connection with the offer and sale by the Company of 1,800,000 shares of the Company’s common stock, par value $0.001 per share, at a price to the public of $1.50 per share.  The Company received net proceeds from this offering of $2,193,738, after deducting underwriting discounts and commissions.  The shares were offered and sold under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-183689).  The offering closed on December 19, 2012.
  16.
Private Financing, August 2012
 
 On August 30, 2012, we entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the Company offered the Investors the option to purchase either (i) Class A Units, with each Class A Unit consisting of one share of the Company’s common stock, par value $0.001 per share and (b) a common stock purchase warrant (each a “Warrant,” and, collectively, the “Warrants”) to purchase one share of Common Stock at an exercise price of $4.25 per share, or (ii) Class B Units, with each Class B Unit consisting of one share of the Company’s Series C Preferred Stock, par value $0.001 per share, and a Warrant. The per unit price for each of the Class A Units and the Class B Units was $4.00.
 
 On August 30, 2012, the Company closed the transactions contemplated by the Purchase Agreement and issued and sold to Investors (i) an aggregate of 646,250 Class A Units (consisting of an aggregate of 646,250 shares of Common Stock and Warrants to purchase 646,250 shares of Common Stock), and (ii) an aggregate of 250,000 Class B Units (consisting of an aggregate of 250,000 shares of Series C Preferred Stock and Warrants to purchase 250,000 shares of Common Stock). The Company received aggregate gross proceeds of $3,585,000.
 
 The proceeds from the sale were allocated to Common Stock, Series C Convertible, Preferred Stock, warrants and beneficial conversion features based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Common Stock and Series C Preferred stock was based on the closing price paid by investors. The fair value of the warrants was calculated using the Black-Scholes model with the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 75% and an interest rate of .66%. The exercise price of the warrants is $4.25.
  F-23
 Table of Contents
 
 The Company recognized a beneficial conversion feature discount on Series C Convertible Preferred Stock at its intrinsic value, which was the fair value of the common stock at the commitment date for Series C Convertible Preferred Stock investment, less the effective conversion price. The Company recognized approximately $342,000 of beneficial conversion feature as an increase in additional paid in capital in the accompanying consolidated balance sheet on the date of issuance of Series C Convertible Preferred Stocks since these shares were convertible at the issuance date.  The Series C Preferred Stock have been classified as temporary equity as of December 31, 2012, based on their conversion characteristics.   The Series C Preferred Stock is not deemed to be an embedded derivative instrument to be bifurcated since it’s indexed to its own stock.
  In accordance with FASB ASC 815-40-15-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock”, the warrants have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the consolidated statement of operations. On August 30, 2012, such warrants were valued at $1,525,000 utilizing a valuation model and were initially recorded as a liability.  As of December 31, 2012, the warrant liability was re-valued using a Monte Carlo valuation as disclosed in Note 12, Fair Value Measurement, and was adjusted to its new fair value of approximately $878,000 as determined by the Company, resulting in a gain of approximately $647,000.
 
 As a result of the Negative Clawback provisions included in the warrant agreement we have reset the exercise price from $4.25 per share to $1.50 per share.  The fair value calculation on our warrant liability includes this reset.
 
 The Purchase Agreement contains customary representations, warranties and covenants. In addition, the Company agreed to a negative clawback provision. Under the Negative Clawback, if at any time after the closing the Company consummates an underwritten public offering with respect to the purchase and sale of Common Stock or preferred stock (collectively, “Additional Securities”) of the Company resulting in a price per share of such Additional Securities (after giving effect to the conversion of any preferred stock to be issued in the Subsequent Public Financing) of less than $4.00, then, simultaneously with the closing of such Subsequent Public Financing, the Company shall be obligated to issue to each Investor of Class A Units only, for no additional consideration, that number of Common Shares as is equal to (i) the number of Common Shares that would have been issuable to such Class A Investor at closing if the Per Unit Purchase Price were equal to the greater of (A) the Public Financing Price and (B) $2.50, minus (ii) the number of Common Shares issued to the Class A Investor at the closing.  As a result of our December 2012 retail financing the Company adjusted the number of shares in accordance with the negative clawback provisions and has recorded a charge to operations of $659,000 for the issuance of additional shares.  As of December 31, 2012, the Company has accrued such charge which is included in other current liabilities since it’s subject to shareholders’ approval which is expected in 2013.
 
 The holder of shares of Series C Preferred Stock will not have the right to vote and will not have full voting rights and powers equal to the voting rights and powers of holders of the Company’s Common Stock. In addition, the holders of Series C Preferred Stock will not be entitled to convert any shares of Series C Preferred Stock into shares of the Common Stock if, after giving effect to the conversion, such holder would hold in excess of 9.99% of the Company’s outstanding Common Stock. Each share of Series C Preferred Stock is convertible, at any time at the option of the holder, into such number of shares of common stock equal to the product of (i) the number of shares of Series C Preferred Stock to be converted, multiplied by (ii) $4.00 divided by (iii) the conversion price, which is equal to the lesser of (x) $4.00 and (y) the price per share paid by investors in a Subsequent Public Financing;provided ,however , that the conversion price shall not, in any event, be less than $2.50. Notwithstanding the foregoing, the conversion price shall equal $4.00, and there shall be no adjustment to the conversion price resulting from the price per share paid by investors in a Subsequent Public Financing, until the provisions of the Certificate regarding the adjustment to the conversion price are approved by shareholders holding a majority of the outstanding voting securities of the Company.  As a result of our December 2012 retail financing, we have adjusted the conversion price of the Preferred C Shares to the floor of $2.50 and as such have reflected the additional value amounting to $924,000 as a deemed dividend in the consolidated statement of operations.
 
 Lastly, the Company paid issuance costs of approximately $119,000 and issued shares and warrants valued at approximately $515,000 to the placement agent related to the August 2012 financings.
  F-24
 Table of Contents
 
 17.
Private Financings, June 2011
 
 On June 3, 2011, we completed a private placement transaction with FIL Investment Management (Hong Kong) Limited (“Fidelity”), professional fiduciary for various accounts from time to time. Pursuant to a securities purchase agreement between us and Fidelity, we issued to funds managed by Fidelity and its affiliates an aggregate of 979,213 shares of our common stock at a per share price of $6.60, resulting in aggregate gross proceeds to the Company of $6,462,806. Pursuant to the securities purchase agreement with Fidelity, we could not, during the six month period following the closing, without the prior written consent of Fidelity, issue any shares of our common stock, including securities that were exercisable or convertible into common stock except for (i) up to 1,958,426 shares of our common stock at a per share price equal to or greater than $6.60, (ii) shares of our common stock upon the exercise, exchange or conversion of our securities which were outstanding prior to the closing, (iii) shares of our common stock upon the exercise, exchange or conversion of callable warrants to purchase up to 666,667 shares of our common stock, with a per share exercise price equal to or greater than $6.60, and (iv) pursuant to our Stock Incentive Plan, options to purchase up to an aggregate of 440,000 shares of our common stock to new and existing employees in the normal course of business.
 
 In connection with the private placement transaction with Fidelity, we entered into a registration rights agreement with Fidelity pursuant to which we were obligated to file a registration statement with the U.S. Securities and Exchange Commission within thirty days following the closing to register the shares of common stock issued to Fidelity. The registration statement was filed on June 29, 2011 and declared effective on July 8, 2011.
 
 On June 7, 2011, we completed a private placement transaction with a group of twenty-seven accredited investors. Pursuant to a securities purchase agreement between us and the investors, we issued to the investors an aggregate of 675,000 shares of our common stock at a per share price of $6.60, resulting in aggregate gross proceeds of $4,455,000. The offer and sale of the shares to the accredited investors was made in compliance with the securities purchase agreement with Fidelity.
 
 The Company paid issuance costs of $822,167 related to the June 2011 financings.
 
 Stock Purchase Right
 
 In connection with the June 3, 2011 private placement, we granted to Fidelity a right of first refusal during the six month period following the closing to purchase up to ten percent of the number of shares of common stock offered to other investors, as permitted in the securities purchase agreement, at a per share price of $6.60 and on identical terms as set forth in the securities purchase agreement.
 
 In connection with the June 7, 2011 private placement, Fidelity had the right to purchase up to 75,000 shares of our common stock, or up to ten percent of the number of shares sold to the accredited investors, at a per share price of $6.60. On June 7, 2011, we agreed to modify the right with Fidelity to extend the right to purchase these shares until December 3, 2011 at a price of $6.60 per share. We valued this right at approximately $155,000 based on the Black-Scholes Merton model and recorded it as a right to purchase shares expense in connection with the placement. On December 4, 2011, we granted Fidelity an extension of this right to purchase for an additional six months and valued this right at approximately $39,000 and in June 2012, we granted another six month extension and valued this right at approximately $44,000. Both valuations were based on the Black-Scholes Merton model and were recorded as a right to purchase shares expense in connection with the placement.  As of December 31, 2012, this right of first refusal has expired.
 
 18.
Net Loss Per Common Share
 
 Basic net loss per common share attributable to YOU On Demand shareholders is calculated by dividing the net loss attributable to YOU On Demand shareholders by the weighted average number of outstanding common shares during the period. Diluted net loss per common share includes the weighted average dilutive effect of stock options, warrants and series preferred stocks.
 
 For the years ended December 31, 2012 and 2011, the number of securities convertible into common shares not included in diluted EPS because the effect would have been anti-dilutive consists of the following:
  F-25
 Table of Contents
 
 2012


2011Warrants


1,348,975



358,579Stock purchase right


-



75,000Options


1,585,401



1,383,567Series A Preferred Stock


933,333



933,333Series B Preferred Stock


1,048,907



1,368,907Series C Preferred Stock


250,000



-Total


5,166,616



4,119,386
 
 At December 31, 2012 and 2011, the Company has reserved 8,330,529 and 7,551,641 shares of its authorized but unissued common stock for possible future issuance in connection with the following:
 
 2012


2011Exercise of stock warrants


1,348,975



358,579Exercise of stock purchase right


-



75,000Exercise and future grants of stock options


4,051,986



4,080,000Exercise of preferred stock


2,382,240



2,302,240Issuance of restricted stock grants


56,780



-Contingent issuable shares in connection with Sinotop acquisition


490,548



735,822Total


8,330,529



7,551,641
 
 19.
Share-Based Payments
 
 Stock Options
 
 As of December 31, 2012, the Company has 1,585,401 options and 1,348,975 warrants outstanding to purchase shares of our common stock.
 
 The following table provides the details of the approximate total share based payments expense during the years ended December 31, 2012 and 2011:
  2012


2011Stock option amortization

$
766,000


$
599,000

(a)Stock issued for services


572,000



10,000

(b)Stock warrants issued for services


39,000



25,000Right to purchase shares


44,000



194,000

(see note 17)$
1,421,000


$
828,000
  (a)
The Company accounts for its stock option awards pursuant to the provisions of ASC 718, Stock Compensation. The fair value of each option award is estimated on the date of grant using the Black-Scholes Merton valuation model. The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period. The Black-Scholes Merton model incorporated the following assumptions for the options granted in 2012 and 2011: risk-free interest rate of 1.73% to 3.43%, expected volatility of 60% and 75%, expected life of 10.0 years and expected dividend yield of 0%.
 
 (b)
In the second quarter of 2012, the Company appointed two new “independent” (as defined under the NASDAQ listing requirements) members to the Board of Directors. In connection with the appointment we granted each of our three “independent” directors 10,000 restricted shares to be vested quarterly over one year.
 
 F-26
 Table of Contents
 
 During 2012, the Company granted 196,620 shares to certain consultants and Directors for services. As of December 31, 2012, there were 181,620 shares vested. We recorded the common shares at the closing price on the issue date and expensed to consulting, marketing and technology services $294,000 during the year ended December 31, 2012.  We recorded $278,000 to prepaid expense to be recognized for services provided in 2013.  During the year ended December 31, 2011, we recorded $10,000 for other consulting services.
 
 Effective as of December 3, 2010, our Board of Directors approved the YOU On Demand Holdings, Inc. 2010 Stock Incentive Plan (“the Plan”) pursuant to which options or other similar securities may be granted. The maximum aggregate number of shares of our common stock that may be issued under the Plan is 4,000,000 shares.
 
 Stock option activity from commencement of plan through December 31, 2012 is summarized as follows:
  Options


Weighted AverageOutstanding


Exercise PriceApproved plan


4,000,000Outstanding at December 31, 2010


1,285,567


$
3.00Granted


111,333



4.91Exercised


-



-Canceled


(13,333
)


3.00Outstanding at December 31, 2011


1,383,567Granted


227,567



4.48Exercised


(1,347
)


3.80Canceled


(24,386
)


5.38Outstanding at December 31, 2012


1,585,401


$
3.54Options exercisable as of December 31, 2012 (vested)


1,067,404


$
3.32Options available for issuance at December 31, 2012


2,414,599
  As of December 31, 2012, there was no aggregate intrinsic value of shares outstanding and exercisable since our closing stock price was below all of the exercise prices.
  The following table summarizes information concerning outstanding and exercisable options as of December 31, 2012:
  Weighted AverageRemainingNumber


Contractual Life


Weighted Average


Number


Weighted AverageRange of Exercise Prices


Outstanding


(Years)


Exercise Price


Exerciseable


Exercise Price$3 - $4



1,338,000



8.17


$
3.04



1,000,570


$
3.03$4 - $8



243,168



8.95



6.43



62,601



6.63$8 - $33



0



0



0.00



0



0$33 - $34



2,000



0.46



33.75



2,000



33.75$34 - $45



900



0.20



45.00



900



45.00$45 - $75



1,333



5.20



75.00



1,333



75.001,585,401



8.09


$
3.43



1,067,404


$
3.32
  As of December 31, 2012, there were 1,585,401 options outstanding with 1,067,404 options exercisable.
  F-27
 Table of Contents
 
 The following table summarizes the status of options which contain vesting provisions:
 
 WeightedAverageGrant DateOptions


Fair ValueNon-vested at January 1, 2012


675,209


$
3.33Granted


200,900



4.58Vested


(336,837
)


3.46Canceled


(20,219
)


5.30Non-vested at December 31, 2012


519,053


$
3.66
 
 As of December 31, 2012 the Company had total unrecognized compensation expense related to options granted of approximately $1,407,000 which will be recognized over a remaining service period of 4.0 years.
 
 Warrants
 
 In connection with the Company’s Share Exchange, capital raising efforts in 2007, the Company’s January 2008 Financing of Convertible Notes and Class A Warrants, the April 2010 Convertible Note, the July 2010, June 2011, August 2012 and December 2012 financings, the WB Agreement and a service agreement, the Company issued warrants to investors and service providers to purchase common stock of the Company. As of December 31, 2012, the weighted average exercise price was $14.42 and the weighted average remaining life was 3.92 years. The following table outlines the warrants outstanding as of December 31, 2012 and December 31, 2011:
 
 2012


2011Number of


Number ofWarrants


Warrants


Exercise

ExpirationWarants Outstanding

Outstanding


Outstanding


Price

DateShare Exchange Consulting Warrants ($45.00 exercise price)


59,664



59,664


$
45.00

1/11/20132007 Private Placement Broker Warrants ($45.00 exercise price)


8,533



8,533


$
45.00

1/11/20132007 Private Placement Investor Warrants ($150.00 exercise price)


53,333



53,333


$
150.00

1/11/2013July 2010 Sinotop Acquisition Warrants ($45.00 exercise price)


17,049



17,049


$
45.00

1/11/2013July 2010 Sinotop Acquisition Warrants ($150.00 exercise price)


13,333



13,333


$
150.00

1/11/2013May 2011 Warner Brothers Warrants ($6.60 excercise price)


200,000



200,000


$
6.60

5/11/2016June 2011 Fidelity Right to Purchase ($6.60 exercise price)


-



75,000


$
6.60

12/3/20122011 Service Agreement Warrants ($7.20 exercise price)


20,000



6,667


$
7.20

6/15/20162012 August Financing Warrants ($4.25 exercise price)


977,063



-


$
4.25

8/30/2017
(1)1,348,975



433,579
 
 (1)
As a result of the negative clawback provisions included in our warrant agreements associated with our August 2012 private financings, the exercise price of $4.25 per share is expected to be reset to $1.50 per share after shareholder approval.
 
 20.
Income Taxes
 
 (A)
Corporate Income Tax (“CIT”)
  YOD was incorporated in Nevada and is subject to U.S. federal and state income tax.
  F-28
 Table of Contents
  CB Cayman was incorporated in Cayman Islands as an exempted company and is not subject to income tax under the current laws of Cayman Islands.
  Sinotop Hong Kong was incorporated in HK as a holding company.  The statutory income tax rate in HK is 16.5%.
  All of the Company’s income is generated in the PRC.  WFOE, YOD WFOE, Sinotop Beijing, Zhong Hai Video, Jinan Zhongkuan, Jinan Broadband are PRC entities.  The income tax provision of these entities is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in the PRC.
  In accordance with the Corporate Income Tax Law of the PRC (“CIT Law”), effective beginning on January 1, 2008, enterprises established under the laws of foreign countries or regions and whose “place of effective management” is located within the PRC territory are considered PRC resident enterprises and subject to the PRC income tax at the rate of 25% on worldwide income. The definition of “place of effective management” refers to an establishment that exercises, in substance, and among other items, overall management and control over the production and business, personnel, accounting, and properties of an enterprise.  If the Company’s non-PRC incorporated entities are deemed PRC tax residents, such entities would be subject to PRC tax under the CIT Law.  Since our non-PRC entities have accumulated loss, the application of this tax rule will not result in any PRC tax liability.
  The CIT Law imposes a 10% withholding income tax, subject to reduction based on tax treaty where applicable, for dividends distributed by a foreign invested enterprise to its immediate holding company outside China. Under the PRC-HK tax treaty, the withholding tax on dividends is 5% provided that a HK holding company qualifies as a HK tax resident as defined in the tax treaty.  No provision has been made for U.S income taxes on the earnings generated by the Company’s foreign subsidiaries since the Company plans to permanently reinvest all such earnings outside the U.S.
  The provision for income tax expense (benefit) consists of the following components:
  2012


2011Income (loss) before tax

$
(16,640,490
)

$
(13,011,772
)Current tax expense (benefit)United States

$
(21,875
)

$
1,620PRC/Hong Kong


-(21,875
)


1,620Deferred tax (benefit) expense other than the benefit of net operating lossesUnited States


-



-PRC/Hong Kong


(270,830
)


(193,781
)(270,830
)


(193,781
)Deferred tax (benefit) of net operating lossesUnited States


-PRC/Hong Kong


(60,380
)


(177,546
)(60,380
)


(177,546
)Total income tax (benefit) expense

$
(353,085
)

$
(369,707
)
  A reconciliation of the expected income tax derived by the application of the 34% U.S. corporate income tax rate to the Company's loss before income tax benefit is as follows:
  F-29
 Table of Contents
  2012


2011Net loss before income taxes

$
(16,640,490
)

$
(13,011,772
)Expected income tax benefit at 34%


(5,657,767
)


(4,424,002
)Nondeductible expenses


480,620



379,915Non-taxable gain on deconsolidation of Shandong Media


(25,536
)


-Non-taxable gain on AdNet


-



(563,319
)Non-taxable change in warrant liabilities


(220,083
)


-Non-taxable (gain) loss on contingent consideration


(446,571
)


-Rate-differential on foreign income invested indefinitely


1,228,607



1,180,646Increase in valuation allowance


4,286,768



2,960,535Change in estimates - offset by changes in valuation allowance above


22,752



-Removal of deferred tax assets relating to pre-merger NOLs


2,280,194



-Change in valuation allowance related to pre-merger NOLs


(2,280,194
)


-Other changes in estimates


-



94,898Unrecognized tax benefits


(21,875
)


1,620Income tax expense (benefit)

$
(353,085
)

$
(369,707
)
 
 F-30
 Table of Contents
 
 Deferred income taxes are recognized for future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2012 and 2011 are as follows:
 2012


2011Deferred tax assetsU.S. NOL - pre-stock exchange transaction

$
-


$
2,280,194U.S. NOL - subsequent to stock exchange transaction


5,134,195



3,365,208Foreign NOL


2,105,960



1,064,145Deferred revenue


429,346



439,521Reserve for returns


-



21,502Fixed assets cost basis


1,604,393



1,468,092Costs capitalized for tax


10,452



-Accrued payroll


21,675



8,500Accrued expenses


905,265



-Deferred rent


390



-Expenses prepaid for tax


6,902



-Inventory reserves


160,000



150,927Allowance for doubtful accounts


1,587



34,090Equity method investee


-



4,927Investment in and advance to cost method investee


33,724



-Nonqualified options


207,443



109,214Marketable securities


100,795



100,795AMT credits


-



17,952Charitable contribution carryover


757



680Capital loss carryover


482,898



482,898Total deferred tax assets


11,205,782



9,548,645Less: valuation allowance


(10,699,560
)


(9,057,657
)Deferred tax liabilitiesBasis in equity method investee


(13,256
)


-Intangible assets


(798,815
)


(1,279,729
)Total deferred tax liabilities


(812,071
)


(1,279,729
)Net deferred tax liability

$
(305,849
)

$
(788,741
)
  As of December 31, 2012, the Company had approximately $15.2 million of the U.S domestic cumulative tax loss carryforwards (which excludes the NOL carryforwards of approximately $1.7 million because of the uncertainty of the position being sustained) and approximately $8.7 million of the foreign cumulative tax loss carryforwards, which may be available to reduce future income tax liabilities in certain jurisdictions.  These U.S. and foreign tax loss carryforwards will expire beginning year 2027 through 2032 and year 2013 to year 2017, respectively.  The non-recognition of the tax benefits, while reducing the net operating loss carryovers, gives rise to a capital loss carryover of $1,420,289.  Utilization of net operating losses may be subject to an annual limitation due to ownership change limitations provided in the Internal Revenue Code and similar state and foreign provisions.  This annual limitation may result in the expiration of net operating losses before utilization.
  F-31
 Table of Contents
  Realization of the Company’s net deferred tax assets is dependent upon the Company’s ability to generate future taxable income in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences and net operating loss carryforwards.  The valuation allowance increased by $641,903 (net of approximately $396,000 valuation allowance eliminated with the deconsolidation of Shandong Media) and $2,962,985 during the year ended December 31, 2012 and 2011, respectively. The increase was primarily related to increases in net operating loss carryovers, which the Company does not expect to realize.
  (B)
Uncertain Tax Positions
  Accounting guidance for recognizing and measuring uncertain tax positions prescribes a threshold condition that a tax position must meet for any of the benefit of uncertain tax position to be recognized in the financial statements.  The following is a reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2012 and 2011:
  2012


2011Balance, beginning of year

$
21,875


$
20,255Increase from prior year's tax positions


884



1,620Reduction resulting from the lapse of the statute of limitations


(22,759
)


-Balance, end of year

$
-


$
21,875
  As of December 31, 2012 and 2011, the Company did not accrue any material interest and penalties.
  The Company's United States income tax returns are subject to examination by the Internal Revenue Service for at least 2009 and later years. Because of the uncertainty regarding the filing of tax returns for years before 2007, it is possible that the Company is subject to examination by the IRS for earlier years. All of the Chinese tax returns for the Chinese operating companies are subject to examination by the Chinese tax authorities for all periods from the companies' inceptions in 2007 through 2012 as applicable.
  21.
Commitments and Contingencies
  The Company has employment agreements with certain employees that provide severance payments upon termination of employment under certain circumstances, as defined in the applicable agreements. As of December 31, 2012, the Company's potential minimum cash obligation to these employees was approximately $867,000.
  F-32
 Table of Contents
    LeasedPropertyYears ending December 31,

Costs2013

$
317,0002014


17,000Total

$
334,000
  The Company is committed to paying  content costs through 2016 as follows:
  ContentYears ending December 31,

Costs2013

$
1,860,0002014


2,161,0002015


2,292,0002016


1,031,000Total

$
7,344,000
  The Company is committed to paying service fees to certain consultants of $85,000 through 2013.
  From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
  22.
Defined Contribution Plan
  During 2011, the Company began sponsoring a 401(k) defined contribution plan ("401(k) Plan") that provides for a 100% employer matching contribution of the first 3% and a 50% employer matching contribution of each additional percent contributed by an employee up to 5% of each employee’s pay. Employees become fully vested in employer matching contributions after six months of employment. Company 401(k) matching contributions were approximately $62,000 and $46,000 for the years ended December 31, 2012 and 2011, respectively.
  23.
Subsequent Events
  In January 2013, 7,866,800 Series B Preferred Shares were converted to 1,048,907 shares of common stock.  Also, in the first quarter of 2013, as discussed in Note 18 and pursuant to our vesting arrangements, we issued 28,390 shares to our independent board members and to certain consultants for services.
  F-33


EXHIBIT INDEXExhibit No. 1.1
    Description Underwriting Agreement,
      dated December 14, 2012, by and among YOU On Demand Holdings, Inc. and
      Chardan Capital Markets LLC [incorporated by reference to exhibit 1.1 to
      the Companys Current Report on Form 8-K filed on December 14, 2012].3.1
    Articles of Incorporation of the Company, as amended to
      date [incorporated by reference to Exhibit 3.1 to the Companys Annual
      Report on Form 10-K filed on March 30, 2012].3.2
    Amended and Restated Bylaws of the Company. [incorporated
      by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q
      filed August 23, 2010]3.3
    Certificate of Designation of Series A Preferred Stock
      [incorporated by reference to Exhibit 3.2 to the Companys Quarterly
      Report on Form 10-Q filed August 23, 2010]3.4
    Certificate of Designation of Series B Preferred Stock
      [incorporated by reference to Exhibit 3.3 to the Companys Quarterly
      Report on Form 10-Q filed August 23, 2010]4.1
    Form of Warrant issued pursuant to the Securities
      Purchase Agreement dated May 20, 2010 [incorporated by reference to
      Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q filed August
      23, 2010]4.2
    Form of Warrant issued on July 30, 2010 to Shane McMahon.
      [incorporated by reference to Exhibit 4.2 to the Companys Quarterly
      Report on Form 10-Q filed August 23, 2010]4.3
    Form of Warrant issued on July 30, 2010 to Steven
      Oliveira. [incorporated by reference to Exhibit 4.3 to the Companys
      Quarterly Report on Form 10-Q filed August 23, 2010]4.4
    Form of Warrant issued pursuant to the Securities
      Purchase Agreement dated August 30, 2012 [incorporated by reference to
      exhibit 4.1 to the Companys Current Report on Form 8-K filed on August
      31, 2012].10.1
    Cooperation Agreement dated as of December 26, 2006
      between China Broadband, Ltd. and Jianan Guangdian Jiahe Digital
      Television Co., Ltd. [incorporated by reference to Exhibit 10.1 to the
      Companys Current Report on Form 8-K filed March 20, 2007]10.2
    Exclusive Service Agreement, dated December, 2006, by and
      among Beijing China Broadband Network Technology Co., Ltd., Jinan
      Guangdian Jiahe Digital Television Co., Ltd. and Jinan Broadcast
      &Televison Information Network Center. [incorporated by reference to
      Exhibit 10.11 to the Companys Current Report on Form 8-K filed June 11,
      2007]10.3
    Cooperation Agreement, dated March 7, 2008, by and among
      JiNan Zhongkuan Dian Guang Information Technology Co., Shandong Broadcast
      & TV Weekly Press and Modern Movie & TV Biweekly Press.
      [incorporated by reference to Exhibit 10.1 to the Companys Current Report
      on Form 8- K filed March 13, 2008]10.4
    Share Issuance Agreement, dated April 7, 2009 between the
      Company, China Broadband, Ltd., Waanshi Wangjing Media Technologies
      (Beijing) Co., Ltd. and its shareholders. [incorporated by reference to
      Exhibit 10.1 to the Companys Current Report on Form 8-K filed April 14,
      2009]10.5
    Loan Agreement, dated as of April 7, 2009, between China
      Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd.
      [incorporated by reference to Exhibit 10.13 to the Companys Annual Report
      on Form 10-K filed April 15, 2010]10.6
    Equity Option Agreement, dated as of April 7, 2009,
      between China Broadband, Ltd. and Wangjing Media Technologies (Beijing)
      Co., Ltd. [incorporated by reference to Exhibit 10.14 to the Companys
      Annual Report on Form 10-K filed April 15, 2010]10.7
    Pledge Agreement, dated as of April 7, 2009, between
      China Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd.
      [incorporated by reference to Exhibit 10.15 to the Companys Annual Report
      on Form 10-K filed April 15, 2010]10.8
    Trustee Appointment Letter, dated as of April 7, 2009, by
      China Broadband, Ltd., appointing Mr. Wang Yingqi as trustee on its behalf
      [incorporated by reference to Exhibit 10.16 to the Companys Annual Report
      on Form 10-K filed April 15, 2010]10.9
    Employment Agreement, dated July 30, 2010 between the
      Company and Shane McMahon. [incorporated by reference to Exhibit 10.9 to
      the Companys Quarterly Report on Form 10-Q filed August 23, 2010]10.10
    Employment Agreement, dated July 30, 2010 between the
      Company and Marc Urbach. [incorporated by reference to Exhibit 10.11 to
      the Companys Quarterly Report on Form 10-Q filed August 23, 2010]10.11
    Employment Agreement, dated July 30, 2010 between the
      Company and Weicheng Liu. [incorporated by reference to Exhibit 10.10 to
      the Companys Quarterly Report on Form 10-Q filed August 23, 2010]10.12
    Consulting Agreement, dated January 24, 2007, between the
      Company and Maxim Financial Corporation. [incorporated by reference to
      Exhibit 10.9 to the Companys Amended Current Report on Form 8-K/A filed
      June 4, 2007]


---

|10.13            | Form of Securities Purchase Agreement, dated August 30,
      2012, by and among the Company, the Investors and Chardan Capital
      Management [incorporated by reference to exhibit 10.1 to the Companys
      Current Report on Form 8-K filed on August 31, 2012].
|---------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.14            | Form of Registration Rights Agreement, dated August 30,
      2012, by and between the Company and the Investors [incorporated by
      reference to exhibit 10.2 to the Companys Current Report on Form 8-K
      filed on August 31, 2012].                          
|10.15            | Convertible Promissory Note in $3,000,000 principal
      amount issued to Shane McMahon [incorporated by reference to Exhibit 10.1
      to the Companys Quarterly Report on Form 10-Q filed on May 15, 2012].                                                        
|10.16            | Amendment No. 1 to Convertible Promissory Note in
      $3,000,000 principal amount issued to Shane McMahon [incorporated by
      reference to Exhibit 10.1 to the Companys Current Report on Form 8-K
      filed on May 21, 2012].                                  
|10.17            | Amendment No. 2 to Convertible Promissory Note in
      $3,000,000 principal amount issued to Shane McMahon [incorporated by
      reference to Exhibit 10.1 to the Companys Current Report on Form 8-K
      filed on October 23, 2012].                              
|21*              | List of subsidiaries of the registrant                                                                                                                                                                                                                                  
|23.1*            | Consent of UHY LLP                                                                                                                                                                                                                                                      
|31.1*            | Certifications of Principal Executive Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                         
|31.2*            | Certifications of Principal Financial Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                         
|32.1*            | Certification of Principal Executive Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                          
|32.2*            | Certification of Principal Financial Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                          
|                 |                                                                                                                                                                                                                                                                         
|                 |                                                                                                                                                                                                                                                                         
|* Filed herewith |