ITEM 1. BUSINESS
Background and Business of the Company
K’s Media engages in media and advertising throughout China, targeting consumers by placing premium brand advertising in "KTV" clubs for consumer products clients. KTV clubs are entertainment establishments that rent private rooms containing karaoke singing equipment, and are popular throughout Asia. In this report, the terms "we," "us," "our," "Company" and "K's Media" mean K's Media and its subsidiaries.
We were incorporated under the name "Kinglake Resources, Inc." in the State of Nevada on April 14, 2006. Prior to a reverse merger transaction effected on January 18, 2008, we had nominal assets and explored for mining properties in North America. In September 2007, following a review of an aeromagnetic survey of our mineral target and our belief the property included no material anomalies, our management began to pursue the acquisition of another enterprise.
We entered into a Share Exchange Agreement on December 23, 2007 with Orient Come Holdings Limited, a company organized under the laws of the British Virgin Islands, or Orient Come, and Beijing K's Media Advertising Ltd. Co., a limited liability company organized under the laws of the People's Republic of China, or the Chinese Advertisement Company. Pursuant to the terms of the Share Exchange Agreement, the shareholders of Orient Come transferred to us all Orient Come shares in exchange for the issuance of 13,000,000 shares of our common stock, which transaction we refer to as the share exchange. As a result of the share exchange, Orient Come became our wholly-owned subsidiary and the shareholders of Orient Come acquired in the aggregate approximately 62% of our then issued and outstanding stock. Also as part of the share exchange, 10,500,000 shares of our common stock were issued and delivered to an escrow agent. A portion of these shares may be released each year to the shareholders of the Chinese Advertisement Company, depending on the satisfaction by the Chinese Advertisement Company of certain sales objectives. In February 2008 we changed our name to "K's Media.”
Under the terms of the Escrow Agreement executed in connection with the share exchange, a total of 7,875,000, or 75%, of the escrowed shares are being held pending the Chinese Advertisement Company's achievement of certain sales objectives by the year end of the Chinese Advertisement Company. According to the Amendment No.4 of the Escrow Agreement, within 30 days from filing the Company’s 2009 Form 10-K, a maximum of 2,625,000 escrowed shares will be released upon achievement of at least $1,900,000 in signed sales for the period ended April 30, 2009. If less than $1,900,000 but at least $1,059,000 in signed sales is achieved, the number of escrowed shares to be released will be 2,625,000 shares multiplied by the ratio of actual signed sales over $1,900,000. If signed sales are less than $1,059,000, no escrowed shares will be released. In the second year, a maximum of 2,625,000 escrowed shares will be released upon achievement of at least $14,380,000 in signed sales. If less than $14,380,000 but at least $7,990,000 in signed sales is achieved, the number of escrowed shares to be released will be equal to 2,625,000 shares multiplied by the ratio of actual signed sales over $14,380,000. If signed sales are less than $7,990,000, no escrowed shares will be released. In addition, if no escrowed shares were released in the first year because signed sales were less than $1,059,000, some of these shares may be released in the second year if at least $14,380,000 in signed sales is achieved in the second year. In that event, the number of escrowed shares from the first year to be released will be equal to 2,625,000 shares multiplied by the ratio of actual signed sales over $1,900,000. In the third year, a maximum of 2,625,000 escrowed shares will be released upon achievement of at least $33,230,000 in signed sales. If less than $33,230,000 but at least $18,460,000 in signed sales is achieved, the number of escrowed shares to be released will be equal to 2,625,000 shares multiplied by the ratio of actual signed sales over $33,230,000. If signed sales are less than $18,460,000, no escrow shares will be released. Subsequent to the third year release, all escrowed shares not released will be returned to the Company.
The remaining 2,625,000 (25%), escrowed shares are issuable to an affiliate of Shine MultiMedia Co., Ltd., or Shine, a provider of services to the Company, and are being held pending the Company’s entering into advertising agreements with KTV clubs as facilitated by the affiliate. In the first year, 1,575,000 (60%) of the 2,625,000 escrowed shares held for this purpose will be released if the affiliate has signed up more than 600 KTV clubs during the year under advertising agreements with the Company. If between 300 and 600 KTV clubs have signed advertising agreements with the Company the number of shares released will be reduced on a pro rata basis. If less than 300 KTV clubs have signed advertising agreements with the Company, then 1,575,000 (60%) of the escrowed shares will be released to the Company, and the affiliate will no longer be entitled to the shares. This condition has been changed according to Amendment No.3 of the Escrow Agreement due to the change of the overall economic environment during the second half of 2008, and under the new agreement, 1,575,000 has been released to the affiliate of Shine in July 2009.
In the second year, 525,000 (20% each year) of the escrowed shares will be released if the affiliate has signed up more than 600 KTV clubs during the respective year under advertising agreements with the Company. If between 300 and 600 KTV clubs have signed advertising agreements during the year the number of shares to be released will be reduced on a pro rata basis. If less than 300 KTV clubs have signed advertising agreements with the Company during each of those years, then 525,000 (20% per year) of the escrowed shares will be returned to the Company, and the affiliate will no longer be entitled to the shares.
We do not have a direct material equity interest in the Chinese Advertisement Company. In order to meet ownership requirements under Chinese law, which restricts foreign companies with less than three years of operating history in the advertising industry from operating in the advertising industry in China, we and Orient Come executed a series of exclusive contractual agreements with the Chinese Advertisement Company and its shareholders. These contractual agreements are designed to provide us with significant rights over the Chinese Advertisement Company’s business operations, policies, and management. These agreements include a Business Cooperation Agreement, an Equity Pledge Agreement, and an Option Agreement, each dated as of December 23, 2007, and we refer to those agreements by those names in this Annual Report on Form 10-K.
Under the Business Cooperation Agreement, Orient Come agreed to provide consulting services to the Chinese Advertisement Company in return for a fee. The fee entitles Orient Come to 80% of the Chinese Advertisement Company’s revenues after deduction of direct operating costs, expenses, and taxes. The term of the Business Cooperation Agreement is 20 years, but the agreement may be terminated earlier if (i) Orient Come or the Chinese Advertisement Company becomes bankrupt, subject to proceedings or arrangements for liquidation or dissolution, ceases to carry on business, or becomes unable to pay debts as they become due; or (ii) the business license or any other license or approval material for the business operations of the Chinese Advertisement Company is terminated, canceled, or revoked.
The Equity Pledge Agreement is intended to secure payment of the fee under the Business Cooperation Agreement. Under the Equity Pledge Agreement the shareholders of the Chinese Advertisement Company pledged to Orient Come all of their equity interest in the Chinese Advertisement Company as security for the payment of the fee. Among other things, if the Chinese Advertisement Company (i) fails to pay the fee; (ii) becomes incapable of paying its debts; or (iii) breaches one of the many negative covenants in the agreement (discussed below) Orient Come is entitled to certain remedies. Specifically, Orient Come may demand payment of the fee from the Chinese Advertisement Company’s shareholders or Orient Come may transfer the equity interest of the Chinese Advertisement Company’s shareholders to itself and vote, control, sell, or dispose of those shares. The Equity Pledge Agreement remains in effect until the Business Cooperation Agreement is fully satisfied.
Under the Option Agreement, the shareholders of the Chinese Advertisement Company irrevocably granted Orient Come an option to purchase all equity interests owned by those shareholders at any time for $100 (unless Chinese law requires appraisal of equity interests or stipulates other restrictions on the purchase price of equity). The term of the Option Agreement is 20 years, but it may be terminated earlier if (i) Orient Come or the Chinese Advertisement Company becomes bankrupt, subject to proceedings or arrangements for liquidation or dissolution, ceases to carry to carry on business, or becomes unable to pay debts as they become due; or (ii) the business license or any other license or approval material for the business operations of the Chinese Advertisement Company is terminated, canceled, or revoked.
Each of the agreements discussed above contain negative covenants that are designed to provide the Company with certain rights. Among other things, these covenants collectively require the Chinese Advertisement Company or its shareholders to obtain the written consent of Orient Come before (i) selling, transferring, or encumbering business assets and income; (ii) providing guarantees or incurring extraordinary debt; (iii) entering into material agreements; (iv) making loans, providing credit, or making investments; (v) entering into mergers, consolidations, or a sale of assets transaction; (vi) winding up, liquidating, or dissolving; (vii) issuing, purchasing, or redeeming equity or debt securities; (viii) paying dividends or other distributions to shareholders; (ix) making capital expenditures; (x) amending the articles of association; or (xi) transferring or assigning equity interests. Under these agreements the Company also obtained the right to stipulate those persons to be appointed as members of the board of the Chinese Advertisement Company.
At such time as current restrictions under People's Republic Of China (PRC) law on foreign ownership of Chinese companies engaging in the advertising industry in China are lifted, or we acquire a non-Chinese advertisement company that has over three years of operating experience in the advertising industry, which we refer to as a qualified advertising subsidiary, Orient Come may exercise its option to purchase the equity interests in the Chinese Advertisement Company and transfer the ownership to the qualified advertising subsidiary.
On February 22, 2008, Orient Come assigned all of its right, title, and interest in and to the Business Cooperation Agreement to Beijing K's Media Broadcasting Ltd. Co., or K’s Media Broadcasting, a company organized under the laws of the People’s Republic of China and a wholly owned subsidiary of the Company in order to implement the Agreement more efficiently.
Our current corporate structure is set forth below:
As a result of the share exchange and our relationship with the Chinese Advertisement Company, we engage in media and advertising activities throughout China.
Industry and Market Overview
Business Overview
We are an emerging media company that targets mid to high-income consumers in China by placing premium brand advertising in "KTV" clubs on behalf of consumer products clients. KTV clubs are popular entertainment establishments in Asia that rent private rooms containing karaoke singing equipment, typically to groups of friends and business colleagues. We believe that attempts to reach mid to high-income consumers through traditional advertising channels with powerful and visually appealing presentations can be costly and inefficient, and we believe that advertising on selected KTV screens offers a way to effectively target a captive audience of influential top earners.
The Chinese Advertisement Company, a party to the Business Cooperation Agreement and the entity that operates the KTV advertising business subject to our contractual control, was incorporated in China in October, 2007. Under our direction, the Chinese Advertisement Company targets consumer products companies in the cosmetics, beverage, automobile, and other consumer goods sectors, and seeks to enter into advertising agreements with those companies. The Chinese Advertisement Company seeks to sign advertisement placement agreements with top KTV chains in Beijing, Shanghai, Guangzhou, Shenzhen, Hangzhou, and other major Chinese cities. Upon execution of advertisement placement agreements, the Chinese Advertisement Company will then promote its clients’ brands at the KTV clubs via advertising and promotional events.
According to its 2009 report, China Advertising Industry Forecast Report, 2007-2009, issued by Research in China, the Chinese advertising market is expected to grow at a rate of up to 19% per year.
Services
Under our direction, the Chinese Advertisement Company will provide advertisements to its target audience at KTV clubs. Through its proprietary software, the Chinese Advertisement Company can offer a sustainable, highly efficient, and measurable media system to its advertiser clients. The Chinese Advertisement Company reaches the target audience by (a) presenting commercials on KTV screens, and (b) staging promotional activities at KTV clubs. In the near term, companies and brands advertised will be primarily from the consumer goods segment, including companies in the beverage, automobile, cosmetic, and automobile sector.
The Chinese Advertisement Company develops advertising videos, generally 15 to 30 seconds each. There is numerous times at which the Chinese Advertisement Company may effectively place the advertisements, including early in a session when KTV attendees are preparing for their event, between songs and performances, and before the end of their event. With our informal, internal research indicating those KTV sessions typically lasting one hour or more, there is ample opportunity to display the advertisements to high-income consumers who lead busy lifestyles and are not otherwise easily presented with other channels of advertising.
The Chinese Advertisement Company has also undertaken promotional activities in lobbies and common areas of KTV clubs. This includes product sampling of cosmetics and beverages, displays or raffling of luxury items like jewelry and automobiles, and distribution of posters and leaflets.
Market
China's advertising market is one of the largest and fastest-growing in the world. Zenith Optimedia forecasts strong sustained growth, with a projected CAGR of 18.1% from 2005 to 2009, which would result in $20.6 billion of advertising expenditures in China per year.
The growth of China’s advertising industry is driven by a number of factors, including rapid and sustained economic growth in China, growth in consumer spending, and relatively low historical levels of advertising spending in China per capita and as a percentage of China’s gross domestic product. According to Research in Motion, advertising was higher on cosmetics/bath products than on any other segment, while ad spending on growing fastest on beverages, at 55%.
As reported by CTR Market Research Co., Ltd., the market share of traditional media in China, such as newspaper, radio, and television, is decreasing as advertisers seek new advertising vehicles that can segment and reach desired advertisers. We believe that advertising in KTV clubs is an innovative and unique approach.
Marketing Strategy
Our marketing strategy involves two primary components: (a) signing companies with premium brands as advertiser clients; and (b) signing contracts with selected KTV clubs as advertising distribution outlets.
Our business model offers advertisers an alternative media channel with significant coverage of high-income consumers. As selling points to these potential advertisers, we focus on our reach into KTV clubs, the novelty of KTV clubs as a non-traditional form of advertising, the demographics of customers of the KTV clubs selected by us, the receptive conditions in KTV clubs to advertising effectiveness, our proprietary software that enables reliable ad tracking, and a low “cost-per-thousand” rate compared to other forms of advertising.
Advertisers can be approached by our in-house advertising sales team as well as through advertisement agents. We have recruited senior professionals from international advertising companies, as well as sales representatives from top new media companies. Main club targets initially will be large flagship KTV clubs in Beijing, Shanghai, Guangzhou and Shenzhen and expanded to other large cities in the future.
We select KTV clubs that are frequented by persons with relatively high income with active lifestyles. Especially attractive are KTV clubs that appeal to the top 5% of China's population based on income, with annual incomes of $70,000 or greater. We target KTV clubs that cater primarily to this demographic of customer.
According to data from China's National Statistics Bureau, surveys of KTV managers and data from a KTV song ordering system, in 2007 in the 10 largest cities of China, there were 1,665 mid-high end KTV clubs with a total of approximately 60,000 rooms. Based on the same surveys, the average spending per room was approximately $660 per day.
A critical component of our marketing and distribution to KTV clubs is our partnership with Shine. Shine is one of China’s largest KTV VOD, or video on demand, system distributors with karaoke systems in over 3,000 KTV clubs and more than 100,000 KTV rooms in China. Shine has bundled the Chinese Advertisement Company’s proprietary Customer Relationship Management (“CRM”) software with its VOD system and pursue advertising agreements with the KTV clubs on our behalf. We have entered into a 10 year exclusive service cooperation agreement whereby Shine will arrange exclusive agency contracts between us and KTV clubs. Shine has also installed and maintained advertisement equipment at the KTV clubs during the term of the service cooperation agreement.
We have supplemented Shine's marketing efforts with our own team of KTV agents that is responsible for signing up KTV clubs, renewing contracts, and providing other follow-up services such as media channel maintenance and ad placements. Shine receives a fee from us for each contract executed and a monthly maintenance fee for services provided by Shine over the term of each contract.
Competition
We face significant competition in the Chinese advertising industry. We compete for advertising clients primarily on the basis of network size and coverage, location, price, the quality of our programs, the range of services that we offer, and brand recognition. We compete for overall advertising spending with other alternative advertising media companies, such as Internet, street furniture, billboard and public transport advertising companies, and with traditional advertising media, such as newspapers, television, magazines, and radio. We also compete for advertising dollars spent in the advertising industry. We may also face competition from new entrants into advertising spaces in the future, including competitors that seek to advertise in the KTV market.
Intellectual Property
We have developed a proprietary advertising management system, which we refer to as CRM, which provides automated advertisement publishing, automated broadcast monitoring, and automated collection of statistical data. We have not filed for any intellectual property protection for our CRM and do not currently intend to do so in the foreseeable future.
Regulation
We carry on our business in an industry that is subject to significant regulation under the laws of China. Our ability to generate revenues from advertising sales depends largely upon our ability to provide a large network of KTV screens that show our programs in KTV clubs. This, in turn, requires that we obtain advertising license rights contracts. Advertising licensing rights contracts have a term of five years and can be renewed upon termination, subject to certain conditions. There can be no assurance we will be able to retain our advertising licensing rights contracts for our KTV screens or programs on exclusive or satisfactory terms, or at all. If we fail to retain our advertising licensing rights contracts or enter into new advertising licensing rights contracts, our business and operations could be materially and adversely affected.
On May 22, 2006, the State Administration for Industry and Commerce, or the SAIC, amended the Provisions on the Registration Administration of Outdoor Advertisements, or the new outdoor advertisement provisions. Pursuant to the new outdoor advertisement provisions, outdoor advertisements must be registered in accordance with the local SAIC by “advertising distributors.” However, certain terms are not defined under the new outdoor advertisement provisions or other Chinese laws and regulations. To ensure our KTV advertising operations comply with applicable Chinese laws and regulations, we are in the process of making inquiries with the local SAICs in the cities in which we intend to operate with respect to the application for an advertising registration certificate. We intend to register with the relevant SAICs if we are required to do so, but we can provide no assurance that we will obtain the registration certificate in compliance with the new outdoor advertisement provisions, or at all. If the requisite registration is not obtained, the relevant local SAICs may require us to forfeit our advertising income or may impose administrative fines on us. They may also require us to discontinue advertisements at KTV clubs where the requisite advertising registration is not obtained, which may result in a breach of one or more of our agreements with our advertising clients and materially and adversely affect our business and results of operations.
China’s advertising laws and regulations require advertisers, advertising operators, and advertising distributors, including businesses such as ours, to ensure that the content of the advertisements they prepare or distribute are fair and accurate and are in full compliance with applicable law. Violation of these laws or regulations may result in penalties, including fines, confiscation of advertising fees, orders to cease dissemination of the advertisements, and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the Chinese government may revoke a violator’s license for advertising business operations.
As an advertising service provider, we are obligated under Chinese laws and regulations to monitor the advertising content shown on our network for compliance with applicable law. In general, the advertisements shown on our network have previously been broadcast over public television networks and have been subjected to review and verification by issuing networks. Nonetheless, we are required to independently review and verify these advertisements for content compliance before displaying the advertisements. In addition, if a special government review is required for certain product advertisements before they are shown to the public, we are obligated to confirm that such review has been performed and approval has been obtained.
In addition, for advertising content related to certain types of products and services, such as food products, alcohol, cosmetics, pharmaceuticals, and medical procedures, we are required to confirm that the advertisers have obtained requisite government approvals, including the advertising client’s operating qualifications, proof of quality inspection of the advertised products, government pre-approval of the contents of the advertisement, and filing with the local authorities.
Properties and Facilities
We maintain our executive offices at Rm.1909, Tower A, The Spaces International Center.No.8,Dongdaqiao Road, ChaoYang District, Beijing, China. We lease the premises for approximately $10,000 per month through April 30, 2010. We share the premises at no cost since May 1, 2010.
Employees
We currently employ about 7 persons, all of which are part-time employees. None of our employees are parties to collective bargaining agreements.
Our Corporate Information
We are a Nevada corporation. Our principal executive offices are located at Rm.1909, Tower A, The Spaces International Center.No.8, Dongdaqiao Road, ChaoYang District, Beijing, China. Our telephone number is: 86-10-5921-2200, and our website address is www.mediaks.cn. The information on the Company’s website is not part of this annual report on Form 10-K or any other report that we file with, or furnish to, the Securities and Exchange Commission.
Unless otherwise indicated, all dollar amounts set forth in this Annual Report on Form 10-K are in United States Dollars.
ITEM 1A.
ITEM 1A. RISK FACTORS.
Risks Related to Our Business
In addition to other information in this Form 10-K, the following risk factors should be considered carefully in evaluating the Company’s business. Our business, financial condition, and results of operations could be materially and adversely affected by any of these risks. Additional risks and uncertainties, including risks and uncertainties not presently known to the Company, or that the Company currently deems immaterial, may also impair our business and results of operations.
We are an early stage company, we have a history of operating losses and we expect to continue to realize significant net losses for the foreseeable future.
We are an early stage company. We have recorded a net loss in each reporting period since our inception, and cannot anticipate with certainty what our earnings will be in any future period. However, we expect to continue to incur net losses as we develop and deploy our network in new and existing markets, expand our services, and pursue our business strategy. In addition, at this stage of our development we are subject to the following risks:
our results of operations may fluctuate significantly, which may adversely affect the value of an investment in our common stock;
we may be unable to develop and deploy our network, expand our services, meet the objectives we have established for our business strategy or grow our business profitably, if at all;
because of our limited operating history, it may be difficult to predict accurately our key operating and performance metrics utilized in budgeting and operational decisions; and
our network and related technologies may fail or the quality and number of services we are able to provide may decline if our network fails to perform to our expectations.
If we are unable to execute our business strategy and grow our business, either as a result of the risks identified in this section or for any other reason, our business, prospects, financial condition, and results of operations will be materially and adversely affected.
We have no operating history to provide you with an adequate basis to judge our future prospects and results of operations.
We have no operating history to provide a meaningful basis for you to evaluate our business and financial performance. It is also difficult to evaluate the viability of our KTV media network and other advertising media dedicated to the KTV market because we do not have sufficient experience to address the risks frequently encountered by early stage companies using new forms of advertising media and entering new and rapidly evolving markets. Certain members of our senior management team have worked together for only a relatively short period of time and it may be difficult for you to evaluate their effectiveness, on an individual or collective basis, and ability to address future challenges to our business.
Given our limited operating history, we may not be able to:
preserve our position in the KTV media market in China;
manage our relationships with KTV clubs to obtain advertising licensing rights contracts to operate KTV media in KTV clubs on acceptable terms or at all;
retain and acquire advertising clients;
manage our relationships with third-party non-advertising content providers;
secure access to a sufficient amount of low-cost KTV screens from KTV club owners;
manage our expanding operations, including the integration of any future acquisitions;
increase and diversify our revenue sources by successfully expanding into other advertising media platforms;
respond to competitive market conditions;
maintain adequate control of our expenses; or
attract, train, motivate, and retain qualified personnel.
If we are unsuccessful in addressing any one or more of these risks, our business may be materially and adversely affected.
If advertisers or the viewing public do not accept, or lose interest in our KTV media network, we may be unable to generate sufficient cash flow from our operating activities and our prospects and results of operations could be negatively affected.
The market for KTV media networks in China is relatively new and its potential is uncertain. We compete for advertising spending with many forms of more established advertising media, such as television, print media, and the Internet. Our success depends on the acceptance of our KTV media network by advertising clients and agencies and their continuing and increased interest in this medium as a component of their advertising strategies. Our success also depends on the viewing public continuing to be receptive towards our media network. Advertisers may elect not to use our services if they believe that consumers are not receptive to our network or that our network does not provide sufficient value as an effective advertising medium. Likewise, if consumers find some element of our network to be disruptive or intrusive, KTV club owners may decide not to allow us to place our programs on KTV screens and advertisers may view our network as a less attractive advertising medium compared to other alternatives. In that event, advertisers may determine to cancel current contracts or reduce their spending on our network and KTV advertising.
KTV advertising is a relatively new concept in China and in the advertising industry generally. If we are not able to adequately track audience responses to our programs, we will not be able to provide sufficient feedback and data to existing and potential advertising clients to help us generate demand and determine pricing. Without improved market research, advertising clients may reduce their use of KTV advertising and instead turn to more traditional forms of advertising that have more established and proven methods of tracking effectiveness.
If a substantial number of advertisers lose interest in advertising on our media network for these or other reasons or become unwilling to purchase advertising time slots on our network, we will be unable to generate sufficient revenues and cash flow to operate our business, and our revenues, prospects, and results of operations could be negatively affected.
We derive substantially all of our revenues from the provision of KTV advertising services. If there is a downturn in the KTV advertising industry, we may not be able to diversify our revenue sources and our ability to generate revenues and our results of operations could be materially and adversely affected.
Substantially all of our historical revenues and expected future revenues have been and will be generated from the provision of KTV advertising services, in particular through the display of advertisements on KTV screens located in KTV clubs. We do not have any current plans to expand outside this sector and enter into more advertising segments to diversify our revenue sources. As a result, if there were a downturn in the KTV advertising industry for any reason, we may not be able to rapidly or efficiently diversify our revenue sources and our ability to generate revenues and our results of operations could be materially and adversely affected.
Our ability to conduct our operations is contingent upon our obtaining and continuing in effect advertising licensing rights contract.
Our ability to generate revenues from advertising sales depends largely upon our ability to provide a large network of KTV screens that show our programs in KTV clubs. This, in turn, requires that we obtain advertising licensing rights contracts to operate in KTV clubs. If we are unable to obtain advertising licensing rights or carry out our operations in accordance with the terms of advertising licensing rights contracts, we may be unable to expand our network coverage and our costs may increase significantly in the future.
Our advertising licensing rights contracts have terms of five years and can be renewed upon the expiration of the term, subject to certain conditions. There is no assurance we will be able to retain our advertising licensing rights contracts for our KTV screens or programs on exclusive or satisfactory terms, or at all at the expiration date. If we fail to retain our advertising licensing rights contracts, advertisers may find advertising on our network unattractive and may not wish to purchase advertising time slots on our network, which would cause our revenues to decline and our business and prospects to significantly deteriorate in the future.
A substantial majority of our revenues is concentrated on mid to high-end KTV clubs in major cities in China. If a material number of these KTV clubs experiences a material business disruption, we would likely incur substantial losses of revenues.
A substantial majority of our KTV advertising revenues is concentrated on mid to high-end KTV clubs in major cities in China. A material business disruption, major construction or renovation, or a natural disaster affecting many of these KTV clubs in our network could result in a substantial decrease in our revenues and results of operations.
If we are unable to attract advertisers to purchase advertising time on our network, we will be unable to maintain or increase our advertising fees, which could negatively affect our ability to grow our profits.
The fees we charge advertising clients and agencies for time slots on our network depend on the size and quality of our network and the demand by advertisers for advertising time on our network. We believe advertisers choose to advertise on our network in part based on the size of our network, the desirability of the locations where we have placed our KTV screens, and the attractiveness of our network content. If we fail to maintain or increase the number of our displays, solidify our brand name, and reputation as a quality KTV media provider, advertisers may be unwilling to purchase time on our network or to pay the levels of advertising fees we require to operate.
When our advertising network of KTV screens reaches saturation in the mid-high end KTV clubs in major cities, we may be unable to offer additional time slots to satisfy all of our advertisers’ needs, which could hamper our ability to generate higher levels of revenues and profitability over time.
When our network of KTV screens reaches saturation in any particular KTV club, we may be unable to offer additional advertising time slots to satisfy all of our advertisers’ needs. We might need to increase our advertising rates for advertising in such KTV clubs in order to increase our revenues. However, advertisers may be unwilling to accept rate increases, which could adversely affect our ability to generate higher levels of revenues over time.
If advertising registration certificates are not obtained for our KTV advertising operations where such registration certificates are deemed to be required, we may be subject to administrative sanctions, including the discontinuation of our advertisements at KTV clubs where the required advertising registration is not obtained.
On May 22, 2006, the State Administration for Industry and Commerce, or the SAIC, amended the Provisions on the Registration Administration of Outdoor Advertisements, or the new outdoor advertisement provisions. Pursuant to the new outdoor advertisement provisions, outdoor advertisements must be registered in accordance with the local SAIC by “advertising distributors.” However, certain terms are not defined under the new outdoor advertisement provisions or other Chinese laws and regulations. To ensure that our KTV advertising operations comply with the applicable Chinese laws and regulations, we are in the process of making inquiries with the local SAICs in the cities in which we intend to operate with respect to the application for an advertising registration certificate.
We intend to register with the relevant SAICs if we are required to do so, but we can provide no assurance that we will obtain the registration certificate in compliance with the new outdoor advertisement provisions, or at all. If we do not obtain the requisite registration, the relevant local SAICs may require us to forfeit our advertising income or may impose administrative fines on us. They may also require us to discontinue advertisements at KTV clubs where the requisite advertising registration is not obtained, which may result in a breach of one or more of our agreements with our advertising clients and materially and adversely affect our business and results of operations.
Because we rely on third-party agencies to help source advertising clients, our failure to retain key third-party agencies or attract additional agencies on favorable terms could materially and adversely affect our revenue growth.
We will engage third-party agencies to help source advertising clients from time to time. We do not have long-term or exclusive agreements with these agencies and cannot assure you that we will maintain favorable relationships with them. If we fail to retain key third-party agencies or attract additional agencies, we may not be able to retain existing advertising clients or attract new advertisers or advertising agency clients and our business and results of operations could be materially adversely affected. Furthermore, the fees that we paid to these third-party agencies constituted a significant portion of our net. It is important therefore for us to maintain favorable commercial terms with these third-party agencies.
If we are unable to adapt to changing advertising trends and the technology needs of advertisers and consumers, we will not be able to compete effectively and we will be unable to increase or maintain our revenues, which may materially and adversely affect our business prospects and revenues.
The market for KTV advertising requires us to continuously identify new advertising trends and the technological needs of both advertisers and consumers, which may require us to develop new formats, features, and enhancements for our advertising network.
We must be able to quickly and cost-effectively expand into additional advertising media and platforms beyond KTV screens if advertisers find these other media and platforms to be more attractive and cost-effective. In addition, as the advertising industry is highly competitive and fragmented with many advertising agencies exiting and emerging, we must closely monitor the trends in the advertising agency community. We must maintain strong relationships with leading advertising agencies to make certain that we are reaching the leading advertisers and are responsive to the needs of both the advertising agencies and the advertisers.
At present, we play advertisements in our KTV clubs on KTV screens owned or leased by third parties. In the future, we may use other technologies to implement our advertising program. We may be required to incur development and acquisition costs in order to keep pace with new technology needs but we may not have the financial resources necessary to fund and implement future technological innovations or to replace obsolete technology. Furthermore, we may fail to respond to these changing technology needs. For example, if the use of VOD system changed, and we fail to implement such changes on our network or fail to do so in a timely manner, our competitors or future entrants into the market who take advantage of such initiatives could gain a competitive advantage over us.
If we cannot succeed in defining, developing, and introducing new formats, features, and technologies on a timely and cost-effective basis, advertising demand for our advertising network may decrease and we may not be able to compete effectively or attract advertising clients, which would have a material and adverse effect on our business prospects and revenues.
We face significant competition in the Chinese advertising industry, and if we do not compete successfully against new and existing competitors, we may lose our market share, and our profitability may be adversely affected.
We face significant competition in the Chinese advertising industry. We compete for advertising clients primarily on the basis of network size and coverage, location, price, the quality of our programs, the range of services that we offer, and brand recognition. We compete for overall advertising spending with other alternative advertising media companies, such as the Internet, street furniture, billboard, and public transport advertising companies, and with traditional advertising media, such as newspapers, television, magazines, and radio. We also compete for advertising dollars spent in the advertising industry. We may also face competition from new entrants into advertising in the future.
The affects of significant competition could reduce our operating margins and profitability and result in a loss of market share. Some of our existing and potential competitors may have competitive advantages, such as significantly greater brand recognition, financial, marketing, or other resources, and may be able to mimic and adopt our business model. In addition, several of our competitors have significantly larger advertising networks than we do, which gives them an ability to reach a larger number of overall potential consumers and which make them less susceptible to downturns in particular sectors, such as KTV networks. Moreover, significant competition will provide advertisers with a wider range of media and advertising service alternatives, which could reduce our revenues, gross margins, and profits. We can provide no assurance that we will be able to successfully compete against new or existing competitors.
Our results of operations are subject to fluctuations in the demand for entertaining in KTV clubs, which is affected by, among other things, general economic conditions, and a decrease in the demand for entertaining in KTV clubs may make it difficult for us to sell our advertising time slots.
Our results of operations are directly linked to the success of the KTV night club industry. Demand for entertaining in KTV clubs is susceptible to downturns in the economy. In addition, among other things, factors that reduce the demand for group functions, such as health epidemics, could lead to a reduction in the growth of the KTV entertainment industry in China. In the event of an economic downturn, overall KTV consumers would likely to decrease.
Our clients may reduce the money they spend to advertise on our network for a number of reasons, including:
a general decline in economic conditions;
a general decline in the number of consumers in KTV clubs;
a decline in economic conditions in the particular cities where our network are located;
a decision to shift advertising expenditures to other available advertising media; and
a decline in advertising spending in general.
A decrease in demand for advertising media in general, and for our advertising services in particular, would materially and adversely affect our ability to generate revenues from our advertising services, and our financial condition and results of operations may be materially and adversely affected.
If we fail to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our expansion strategies or meet the demands of our advertising clients.
We must continue to expand our operations to meet the demands of advertisers for larger and more diverse network coverage. To accommodate our growth, we anticipate that we will need to implement a variety of new and upgraded operational and financial systems, procedures and controls, including the improvement of our accounting and other internal management systems, all of which require substantial management efforts.
We also will need to continue to expand, train, manage, and motivate our workforce as well as manage our relationships with KTV clubs and third-party advertising agencies. We will likely need to add sales and marketing offices and personnel to service relationships with new KTV clubs that we will aim to add as part of our network. As we add new KTV screens and other media platforms, we incur greater costs and expenses to maintain our equipment.
All of these endeavors will require substantial managerial efforts and skill, as well as the incurrence of additional expenditures. We can provide no assurance we will be able to manage our growth effectively, and we may not be able to take advantage of market opportunities, execute our expansion strategies, or meet the demands of our advertising clients.
Future acquisitions may have an adverse effect on our ability to manage our business.
We may acquire businesses, technologies, services, or products which are complementary to our core KTV media network business. Future acquisitions may expose us to potential risks, including risks associated with:
the integration of new operations, services and personnel;
unforeseen or hidden liabilities;
the diversion of resources from our existing business and technology;
our potential inability to generate sufficient revenue to offset new costs;
the expenses of acquisitions; or
the potential loss of or harm to relationships with both employees and advertising clients resulting from our integration of new businesses.
Any of the potential risks listed above could have a material and adverse effect on our ability to manage our business, our revenues, and our ability to generate net income.
We may need to sell additional debt or equity securities to make such acquisitions. Raising of additional debt by us, if required, would result in increased debt service obligations and could result in additional operating and financing covenants, or liens on our assets that might restrict our operations. The sale of additional equity securities would result in dilution to our shareholders.
Our business depends substantially on the continuing efforts of our senior executives, and our business may be severely disrupted if we lose their services.
Our future success depends significantly upon the services of our senior executives and other key employees. We rely on their industry expertise, their experience in our business operations and sales and marketing, and their working relationships with our employees, our other major shareholders, our advertising clients, KTV clubs, and relevant government authorities. If one or more of our senior executives were unable or unwilling to continue in their present positions, we may be unable to replace them easily or at all. If any of our senior executives joins a competitor or forms a competing company, we may lose clients, suppliers, key professionals, and employees.
Our internal controls over financial reporting and our controls and procedures may in the future be inadequate.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
As a public reporting company, we will have significant additional requirements for enhanced financial reporting and internal controls. We will be required to document and test our internal control procedures in order to satisfy the requirements of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.
We cannot assure you we will not, in the future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.
We may need additional capital, which, if obtained, could result in dilution or significant debt service obligations. We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position.
We may require additional cash resources due to changed business conditions or other future developments. If our current sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of convertible debt securities or additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity.
In addition, our ability to obtain additional capital on acceptable terms is subject to uncertainties, including:
investors’ perception of, and demand for, securities of alternative advertising media companies;
conditions of the U.S. and other capital markets in which we may seek to raise funds;
our future results of operations, financial condition and cash flows;
China’s governmental regulation of foreign investment in advertising services companies in China;
economic, political and other conditions in China; and
China’s governmental policies relating to foreign currency borrowings.
We cannot assure you financing will be available in amounts or on terms acceptable to us, if at all. Any failure to raise additional funds on favorable terms could have a material adverse effect on our liquidity and financial condition.
To raise additional capital, we may issue additional equity securities in public or private offerings, potentially at a price lower than the market price of our common stock at the time of such issuance. We will likely seek significant additional equity or debt financing, in the short-term and the long-term, and, as a result, may incur significant interest expense. We also may decide to sell additional debt or equity securities in our domestic or international subsidiaries, which may dilute our ownership interest in or reduce or eliminate our income, if any, from those entities. The recent turmoil in the economy, and the world-wide financial markets in particular, may make it more difficult for us to obtain necessary additional capital or financing on acceptable terms.
We may be subject to, and may expend significant resources in defending against, government actions and civil suits based on the content we provide through our KTV media network.
Civil claims may be filed against us for fraud, defamation, subversion, negligence, copyright or trademark infringement or other violations due to the nature and content of the information displayed on our network. If consumers find the content displayed on our network to be offensive, KTV clubs may seek to hold us responsible for any consumer claims or may terminate their relationships with us. Offensive and objectionable content and legal standards for defamation and fraud in China are less defined than in other more developed countries and we may not be able to properly screen out unlawful content.
In addition, if the security of our content management system is breached and unauthorized images, text or audio sounds are displayed on our network, viewers or the Chinese government may find these images, text or audio sounds to be offensive, which may subject us to civil liability or government censure despite our efforts to ensure the security of our content management system. Any such event may also damage our reputation. If our advertising viewers do not believe our content is reliable or accurate, our business model may become less appealing to viewers in China and our advertising clients may be less willing to place advertisements on our network.
We may be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if determined adversely against us, may materially disrupt our business.
There is no assurance our displays, proprietary software, or other aspects of our business do not or will not infringe upon patents, copyrights, or other intellectual property rights held by third parties. Although we are not aware of any such claims, we may become subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives. In addition, we may incur substantial expenses and diversion of management time in defending against these third-party infringement claims, regardless of their merit. Successful infringement or licensing claims against us may result in substantial monetary liabilities, which may materially and adversely disrupt our business.
We do not have any business liability, disruption, or litigation insurance, and any business disruption or litigation we experience might result in our incurring substantial costs and the diversion of our limited resources.
The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products and do not, to our knowledge, offer business liability insurance. While business disruption insurance is available to a limited extent in China, we have determined that the risks of disruption, cost of such insurance, and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. As a result, except for fire insurance, we do not have any business liability, disruption or litigation insurance coverage for our operations in China. Any business disruption or litigation may result in our incurring substantial costs and the diversion of resources.
Risks Related to Regulation of Our Business and Our Structure
Compliance with China’s advertising laws and regulations may be difficult and could be costly, and failure to comply could subject us to government sanctions.
China’s advertising laws and regulations require advertisers, advertising operators, and advertising distributors, including businesses such as ours, to ensure the content of the advertisements they prepare or distribute are fair and accurate and are in compliance with applicable law. Violation of these laws or regulations may result in penalties, including fines, confiscation of advertising fees, orders to cease dissemination of the advertisements, and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the Chinese government may revoke a violator’s license for advertising operations.
As an advertising service provider, we are obligated under China’s laws and regulations to monitor the advertising content shown on our network for compliance with applicable law. In general, advertisements shown on our network have been broadcast over public television networks and were subjected to review and verification of such networks. We are still required to independently review and verify these advertisements for content compliance before displaying the advertisements. In addition, if a special government review is required for certain product advertisements before they are shown to the public, we are obligated to confirm that such review has been performed and approval has been obtained. In addition, for advertising content related to certain types of products and services, such as food products, alcohol, cosmetics, pharmaceuticals and medical procedures, we are required to confirm that the advertisers have obtained requisite government approvals including the advertising client’s operating qualifications, proof of quality inspection of the advertised products, government pre-approval of the contents of the advertisement, and filing with the local authorities.
We endeavor to comply with such requirements, including by requesting relevant documents from the advertisers. However, we can provide no assurance each advertisement that an advertiser or advertising agency client provides us and which we include in our network programs is in compliance with relevant advertising laws and regulations or that the supporting documentation and government approvals provided to us by our advertising clients in connection with certain advertising content are complete. Although we employ qualified advertising inspectors who are trained to review advertising content for compliance with relevant laws and regulations, the content standards in China are less certain and less clear than in those in more developed countries such as the U.S. and we can provide no assurance that we will be able to properly review the content to comply with the standards imposed on us.
If the Chinese government finds that the agreements that establish the structure for operating our China business do not comply with Chinese governmental restrictions on foreign investment in the advertising industry and in the operating of non-advertising content, we could be subject to severe penalties.
Substantially all of our operations are conducted through our contractual arrangements with the Chinese Advertisement Company. Though China’s regulations currently permit 100% foreign ownership of companies that provide advertising services, any foreign entities that invest in the advertising services industry are required to have at least three years of direct operations in the advertising industry outside of China. In addition, Chinese regulations currently prohibit foreign investment in the production and operation of any non-advertising content. We do not currently directly operate an advertising business outside of China and thus cannot qualify under China’s regulations until three years after we commence any such operations outside of China or until we acquire a company that has directly operated an advertising business outside of China for the required period of time. Accordingly, we and our subsidiary, Orient Come, are currently ineligible to apply for the required licenses for providing advertising services in China.
The Chinese Advertisement Company is owned by Yong Lu and James Wei, both of whom are Chinese citizens. James Wei is a director of the Company. The Chinese Advertisement Company is the company through which we provide advertising services in China. It directly operates our advertising network, enters into advertising licensing rights contracts, and sells advertising time slots to our clients. We expect to continue to depend on the Chinese Advertisement Company to operate our advertising business. We have entered into the Business Cooperation Agreement with the Chinese Advertisement Company pursuant to which we, through Orient Come, provide technical support and consulting services to that entity. In addition, we have entered into agreements with the Chinese Advertisement Company and its shareholders, which provide us with the substantial ability to control the Chinese Advertisement Company. For a description of these contractual arrangements, see “Business - Background and Business of the Company.”
The shareholders of the Chinese Advertisement Company pledged their equity interests in the Chinese Advertisement Company to Orient Come. This pledge was created by recording the pledge on Orient Come’s register of shareholders in accordance with the PRC Security Law, and is currently effective. According to the PRC Property Rights Law, however, the effectiveness of such pledge will depend on whether the pledge is registered with the relevant administration for industry and commerce. Orient Come will register such pledge when the administration for industry and commerce implements registration procedures in accordance with the PRC Property Rights Law in the future. Although we believe Orient Come will be able to register the pledge, we cannot assure you that will be the case, and if Orient
Come is unable to do so, the effectiveness of such pledge may be affected. If the pledges are found to be ineffective, our control over the Chinese Advertisement Company, and hence our ability to operate our business, could be materially and adversely affected. If we, Orient Come, or the Chinese Advertisement Company are found to be in violation of any existing or future Chinese laws or regulations or fail to obtain or maintain any of the required permits or approvals, the relevant Chinese regulatory authorities, including the SAIC, which regulates advertising companies, and the State Administration of Radio, Film or Television, or the SARFT, would have broad discretion in dealing with such violations, including:
revoking the business and operating licenses of our Chinese subsidiaries and affiliates;
discontinuing or restricting our Chinese subsidiaries’ and affiliates’ operations;
imposing conditions or requirements with which we or our Chinese subsidiaries and affiliates may not be able to comply;
requiring us or our Chinese subsidiaries and affiliates to restructure the relevant ownership structure or operations; or
restricting or prohibiting our use of the proceeds of this offering to finance our business and operations in China.
The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business.
We rely on contractual arrangements with the Chinese Advertisement Company and shareholders of the Chinese Advertisement Company for a substantial portion of our China operations, which may not be as effective as direct ownership in providing operational control.
We rely on contractual arrangements with the Chinese Advertisement Company and shareholders of the Chinese Advertisement Company to operate our advertising business. For a description of these contractual arrangements, see “Business - Background and Business of the Company.”
These contractual arrangements may not be as effective as direct ownership in providing us with control over our variable interest entity. Under the current contractual arrangements, if the Chinese Advertisement Company or its shareholders fail to perform their respective obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements, and rely on legal remedies under Chinese laws, including seeking specific performance or injunctive relief, and claiming damages, and we can provide no assurance as to the effectiveness of these remedies, if available.
Many of these contractual arrangements are governed by Chinese law and provide for the resolution of disputes through either arbitration or litigation in China. Accordingly, these contracts would be interpreted in accordance with Chinese law and any disputes would be resolved in accordance with Chinese legal procedures. The legal environment in China is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the Chinese legal system could limit our ability to enforce these contractual arrangements, which may make it difficult to exert effective control over the Chinese Advertisement Company, and our ability to conduct our business may be materially and adversely affected.
Contractual arrangements we have entered into among our subsidiaries and the Chinese Advertisement Company may be subject to scrutiny by Chinese tax authorities and a finding that we owe additional taxes or are ineligible for our preferential tax treatment, or both, could substantially increase our taxes owed, and reduce our net income and the value of your investment.
Under Chinese law, arrangements and transactions among related parties may be audited or challenged by China’s tax authorities. If any of the transactions we entered into with Orient Come or the Chinese Advertisement Company are found not to be on an arm’s-length basis, or to result in an unreasonable reduction in tax under Chinese law, Chinese tax authorities have the authority to assess penalties.
Certain of the agreements pursuant to which we operate our business, and which are necessary to such operation, are subject to termination in certain events.
The term of the Business Cooperation Agreement and Option Agreement is 20 years; provided, however, the agreements may be terminated earlier if (i) Orient Come or the Chinese Advertisement Company becomes bankrupt, subject to proceedings or arrangements for liquidation or dissolution, ceases to carry on business, or becomes unable to pay debts as they become due; or (ii) the business license or any other license or approval material for the business operations of the Chinese Advertisement Company is terminated, canceled, or revoked. If our Business Cooperation Agreement or Option Agreement is terminated, we would lose substantial control over the Chinese Advertisement Company, in which case our ability to operate our business would be substantially impaired, except to the extent we are able to enter into new contractual arrangements with the Chinese Advertisement Company or other third parties to provide services on our and our subsidiary’s behalf.
Risks Related to Doing Business in China
Adverse changes in the political and economic policies of the Chinese government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our services and have a material adverse effect on our competitive position.
Substantially all of our assets are located in China and substantially all of our revenues will be derived from our operations in China. Accordingly, our business, financial condition, results of operations, and prospects are affected significantly by economic, political, and legal developments in China. The Chinese economy differs from the economies of many developed countries in many respects, including:
the amount of government involvement;
the level of development;
the growth rate;
the control of foreign exchange; and
the allocation of resources.
While the Chinese economy has experienced significant growth in the past 25 years, growth has been uneven both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may also have a negative effect on us. We cannot predict the future direction of political or economic reforms or the effects such measures may have on our business, financial position or results of operations. Any adverse change in the political or economic conditions in China, including changes in the policies of the Chinese government or in laws and regulations in China, could have a material adverse effect on the overall economic growth of China and in the KTV advertising industry. Such developments could have a material adverse effect on our business, lead to reduction in demand for our services and materially and adversely affect our competitive position.
Uncertainties with respect to the Chinese legal system could limit the legal protections available to us or result in substantial costs and the diversion of resources and management attention.
We conduct our business primarily through the Chinese Advertisement Company, which is subject to Chinese laws and regulations applicable to foreign investment in China and, in particular, laws applicable to wholly-foreign owned companies. The Chinese legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, Chinese legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since these laws and regulations are relatively new and the Chinese legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit the legal protections available to us. In addition, any litigation in China may be protracted and result in substantial costs and the diversion of resources and management attention.
Fluctuations in exchange rates may have a material adverse effect on your investment.
The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People’s Bank of China. Our reporting and functional currency is the U.S. dollar. However, substantially all of the revenues and expenses of our consolidated operating subsidiaries and affiliate entities are denominated in RMB. Substantially all of our sales contracts will be denominated in RMB and substantially all of our costs and expenses is denominated in RMB.
Fluctuations in exchange rates, primarily those involving the U.S. dollar, may affect our balance sheet and earnings per share in U.S. dollars. In addition, appreciation or depreciation in the value of the RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue after this offering, which will be exchanged into U.S. dollars.
Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited so that we may not be able to successfully hedge our exposure at all. In addition, our currency exchange losses may be magnified by China’s exchange control regulations that restrict our ability to convert RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.
Foreign exchange transactions by our subsidiary and the Chinese Advertisement Company are subject to significant foreign exchange controls and require the approval of, or registration with, Chinese governmental authorities. In particular, if we or other foreign lenders make foreign currency loans to our subsidiaries or the Chinese Advertisement Company, these loans must be registered in China, and if we finance them by means of additional capital contributions, these capital contributions must be approved or registered by certain Chinese government authorities. These limitations could affect the ability of these entities to obtain foreign exchange through debt or equity financing, and could affect our business and financial condition.
Recent Chinese regulations relating to the establishment of offshore special purpose companies by Chinese residents and registration requirements for employee stock ownership plans or share option plans may subject our Chinese resident beneficial owners or the plan participants to personal liability, limit our ability to inject capital into our Chinese subsidiaries, limit our subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.
State Administration of Foreign Exchange (“SAFE”) recently promulgated regulations that require Chinese residents and Chinese corporate entities to register with local branches of SAFE in connection with their direct or indirect offshore investment activities. These regulations apply to our shareholders who are Chinese residents and may apply to any offshore acquisitions that we make in the future.
Under the SAFE regulations, Chinese residents who make, or have previously made, direct or indirect investments in offshore companies, will be required to register those investments. In addition, any Chinese resident who is a direct or indirect shareholder of an offshore company is required to file or update the registration with the local branch of SAFE, with respect to that offshore company, any material change involving its round-trip investment, capital variation, such as an increase or decrease in capital, transfer or swap of shares, merger, division, long-term equity or debt investment, or creation of any security interest. Moreover, the Chinese subsidiaries of that offshore company are required to urge the Chinese resident shareholders to update their SAFE registration with the local branch of SAFE when such updates are required under applicable SAFE regulations. If any Chinese shareholder fails to make the required SAFE registration or file or update the registration, the Chinese subsidiaries of that offshore parent company may be prohibited from distributing their profits and the proceeds from any reduction in capital, share transfer, or liquidation, to their offshore parent company, and the offshore parent company may also be prohibited from injecting additional capital into their Chinese subsidiaries. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under Chinese laws for evasion of applicable foreign exchange restrictions.
We can provide no assurance that all of our shareholders who are Chinese residents will make or obtain any applicable registrations or approvals required by these SAFE regulations. The failure or inability of our Chinese resident shareholders to comply with the registration procedures set forth therein may subject us to fines and legal sanctions, restrict our cross-border investment activities, or limit our Chinese subsidiaries’ ability to distribute dividends or obtain foreign-exchange-dominated loans to us.
As it is uncertain how the SAFE regulations will be interpreted or implemented, we cannot predict how these regulations will affect our business operations or future strategy. For example, we may be subject to more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our results of operations and financial condition. In addition, if we decide to acquire a Chinese domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the SAFE regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.
We will conduct a substantial portion of our operations in China. A majority of our directors and officers reside outside the United States and a substantial portion of their assets are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in China in the event that you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. As a result, our shareholders may have more difficulty in protecting their interests through actions against us, our management, our directors or our major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.
The Chinese government exerts substantial influence over the manner in which we must conduct our business activities.
China only recently has permitted provincial and local economic autonomy and private economic activities, and, as a result, we are dependent on our relationship with the local government in the province in which we operate our business. Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.
We may have difficulty establishing adequate management, legal and financial controls in the People's Republic of China.
China has historically had fewer or less developed management and financial reporting concepts and practices, as well as modern banking, computer, and other control systems. As a result, we may experience difficulty in hiring and retaining a sufficient number of qualified employees in China. As a result, we may experience difficulty in establishing management, legal, and financial controls, collecting financial data and preparing financial statements, books of account, and corporate records and instituting business practices that meet business standards such as those in the United States.
Risks Related to the Common Stock
There may not be sufficient liquidity in the market for our securities in order for investors to sell their securities.
There is currently only a very limited public market for our common stock, which is listed on the Over-the-Counter Bulletin Board, and there can be no assurance that a trading market will develop further or be maintained in the future. Trading volumes in our common stock have historically been very low, and the trading price of our common stock highly volatile, which has contributed to a lack of liquidity in our common stock.
The market price of our common stock may be volatile.
The market price of our common stock has been and will likely continue to be highly volatile. Some of the factors that may materially affect the market price of our common stock are beyond our control, such as changes in financial estimates by industry and securities analysts and conditions or trends in the industry in which we operate. These factors may materially adversely affect the market price of our common stock, regardless of our performance. In addition, the public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock. We expect the price of our common stock will be subject to continued volatility. In addition, in the past, following periods of volatility in the trading price of a company’s securities, securities class action litigation or shareholder derivative suits have often been instituted against those companies. Such litigation, if instituted against us, could result in substantial costs and divert our management’s attention and resources.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTY
We maintain our executive offices at Rm.1909, Tower A, The Spaces International Center.No.8, Dongdaqiao Road, ChaoYang District, Beijing, China where we lease a total of 10,000 square feet of office space. We lease the premises from a Director. We do not own any real property. We believe that our current facilities have sufficient capacity to meet the projected needs of our business for the next twelve months.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We are not presently a party to any material litigation. From time to time, we may be involved in disputes and litigation relating to claims arising out of our operations in the ordinary course of business. Further, we are periodically subject to government audits and inspections.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth fiscal quarter of fiscal year 2010, there were no matters submitted to a vote of our stockholders.
PART II
ITEM 5.
ITEM 5. MARKET PRICE FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Prices of Common Stock
Our common stock is traded on the Over-the-Counter Bulletin Board under the trading symbol “KVME.OB.” The following table sets forth high and low bid prices of the common stock for fiscal years ended April 30, 2010 and 2009:
The last reported bid price of our common stock on the Over-the-Counter Bulletin Board on August 1, 2010 was $1.05. Quotations, if made, represent only prices between dealers and do not include retail markups, markdowns or commissions and accordingly, may not represent actual transactions. Because of the rules and regulations governing the trading of small issuers' securities, the Company's securities are presently classified as "Penny Stock," a classification which places significant restrictions upon broker-dealers desiring to make a market in these securities. It has been difficult for management to obtain the interest of broker-dealers in our securities and it is anticipated that these difficulties will continue until the Company is able to obtain a listing on a national securities exchange, if at all. The existence of market quotations should not be considered evidence of an "established public trading market." The public trading market is presently limited as to the number of market markers in the Company stock.
Our shares have historically been considered “penny stock” covered by section 15(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rules 15g-1 through 15g-6, and 15g-9 promulgated under the Exchange Act. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than certain types of investors. Before a broker-dealer can sell a penny stock, SEC rules require the firm to first approve the customer for the transaction and receive from the customer a written agreement to the transaction. The firm must furnish the customer a document describing the risks of investing in penny stocks. The firm must tell the customer the current market quotation, if any, for the penny stock and the compensation the firm and its broker will receive for the trade. Finally, the firm must send monthly account statements showing the market value of each penny stock held in the customer’s account. The application of the penny stock rules may affect the ability to purchase or resell shares of our commons stock.
As of August 4, 2010, the Company had approximately 384 holders of record of our common stock. As many of our shares of common stock are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of beneficial holders of our common stock represented by these record holders.
Dividend Policy
Our policy has been to retain cash to fund future growth. Accordingly, we have not paid dividends and do not anticipate declaring dividends on our common stock in the foreseeable future.
Equity Compensation Plan Information
The following table sets forth certain information pertaining to our equity compensation plans.
Plan Category Number of securities Weighted-average Number of securities
to be issued upon exercise price of remaining available for
exercise of outstanding future issuance under
outstanding options, options, warrants equity compensation
warrants and rights and rights plans (excluding
securities reflected in
column (a))
Recent Sales of Unregistered Securities
All information regarding the sale of any unregistered securities in fiscal year 2010 has been previously disclosed in the Company’s Form 10-Q and Form 8-K filings.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis summarizes the significant factors affecting our consolidated results of operations, financial condition and liquidity position for the years ended April 30, 2010 and 2009 and should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this filing. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report on Form 10-K, particularly in the section entitled “Risk Factors.”
Forward-Looking Statements
Statements and information included in this Annual Report on Form 10-K by K's Media ("Company," "we," "us," or "our") that are not purely historical are forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements in this Annual Report on Form 10-K represent our beliefs, projections and predictions about future events. These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievement described in or implied by such statements. Actual results may differ materially from the expected results described in our forward-looking statements, including with respect to the correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of publicly available information relating to the factors upon which our business strategy is based or the success of our business.
When used in this report, the words "believe," "expect," "anticipate," "intend," "estimate," "evaluate," "opinion," "may," "could," "future," "potential," "probable," "if," "will," and similar expressions generally identify forward-looking statements.
Company Overview
We were incorporated under the name “Kinglake Resources, Inc.” in the State of Nevada on April 14, 2006. Prior to a share exchange transaction effected on January 18, 2008, we were a public “shell” company with nominal assets and engaged in the business of exploration of mining properties in North America. In September 2007, following a review of an aeromagnetic survey of our mineral properties and our belief the properties included no material anomalies, our management began to pursue the acquisition of another enterprise.
Following the share exchange effected in January 2008, we became an emerging media company that targets high end consumers in China by placing premium brand advertising in "KTV" clubs on behalf of consumer products clients. KTV clubs are popular entertainment establishments in Asia that rent private rooms containing karaoke singing equipment, typically to groups of friends and business colleagues. We believe that attempts to reach high-end consumers through traditional advertising channels with powerful and visually appealing presentations can be costly and inefficient, and we believe that advertising on selected KTV screens offers a way to effectively target a captive audience of influential top earners.
The Chinese Advertisement Company, our contractual affiliate and the entity that operates the KTV advertising business, was incorporated in China in October, 2007. Under our direction, the Chinese Advertisement Company intends to sign advertising agreements with companies in the cosmetics, beverage, automobile, and other consumer goods sectors. The Chinese Advertisement Company also intends to sign advertisement placement agreements with top KTV chains in Beijing, Shanghai, Guangzhou, Shenzhen, Hangzhou, and other major Chinese cities. The Chinese Advertisement Company will then promote its clients’ brands at the KTV clubs via advertising and promotional events.
Recent Developments
Since the inception of our operation in September, 2008, we have signed up about 300 KTV clubs across the country. While we were building our KTV media networks in China, our market group started getting advertising clients. The market for KTV media networks in China is relatively new; we compete for advertising spending with many forms of more established advertising media, such as television, print media, and the Internet.
During year 2009, we encountered global economic downturn, overall KTV consumers decreased. Our advertising clients also reduce the money they spend to advertise on our network for a number of reasons, including:
a general decline in economic conditions;
a general decline in the number of consumers in KTV clubs;
a decision to shift advertising expenditures to more established advertising media rather than new forms of advertising media; and
a decline in advertising spending in general.
K’s Media ‘s ability to generate revenues from our advertising services, and our financial condition and results of operations had been materially and adversely affected.
K’s Media is a startup company. We need additional capital to support the operation, especially during the 2009 economic downturn. Unfortunately, we didn’t obtain additional capital on commercially reasonable terms due to the worsened conditions of U.S. and other capital markets in which we seek to raise funds.
Substantially all of our assets are located in China and substantially all of our revenues will be derived from our operations in China. A substantial majority of our revenues is concentrated on mid to high-end KTV clubs in major cities in China, such as Beijing, Shanghai, Guangzhou and Shenzhen. Since 2010, Chinese Ministry of Public Security decided to take action against "pornography, gambling and drugs". So far, this action has been started throughout China, affected at least 26 mid to large cities such as Beijing, Shanghai, Guangzhou and Shenzhen. Many mid to high-end KTV clubs had experienced a material business disruption; therefore, we had incurred substantial losses of revenues.
In February 2010, most of our senior executives have left the Company. Since our business depends substantially on the continuing efforts of our senior executives, their departure has caused severely disruption to our business.
Critical Accounting Policies
We prepare our financial statements in accordance with generally accepted accounting principles in the United States. In doing so, we have to make estimates and assumptions that affect our reported amount of assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on historical data and trends and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. We do not believe that there are any critical or significant accounting estimates included in the condensed consolidated financial statements.
Revenue Recognition. We follow the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin 104 for revenue recognition. In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectibility is reasonably assured. The following policies reflect specific criteria for the various revenues streams of the Company: our revenues from the sale of products and services are recorded when the goods are shipped, or services have been performed, title passes, and collectibility is reasonably assured.
Sales revenue represents the invoiced value of goods, net of a value-added tax (VAT). All of the Company’s products that are sold in China are subject to a Chinese value-added tax at a rate of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing their finished product.
Foreign Currency Translation. Our functional currency is the Chinese Renminbi (“RMB”). Our financial statements are translated to United Stated dollars using year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transaction occurred. Net gains and losses resulting from foreign exchange translations are included in the statements of operations and stockholders' equity as other comprehensive income.
This quotation of the exchange rates does not imply free convertibility of RMB to other foreign currencies. All foreign exchange transactions continue to take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rate quoted by the People’s Bank of China.
On July 21, 2005, the central government of China allowed the RMB to fluctuate, ending its decade old valuation peg to the U.S. dollar. The new RMB rate reflects approximately a 2% increase in value against the U.S. dollar. Historically, the Chinese government has benchmarked the RMB exchange ratio against the U.S. dollar, thereby mitigating the associated foreign currency exchange rate fluctuation risk. We do not believe that its foreign currency exchange rate fluctuation risk is significant, especially if the Chinese government continues to benchmark the RMB against the U.S. dollar.
Recent Accounting Pronouncements
(i) Disclosure about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued SFAS 161, “Disclosure about Derivative Instruments and Hedging Activities, an amendment of SFAS No.133”. This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS 161 on January 1, 2009. The Company is currently evaluating the potential impact of SFAS 161 on the Company’s consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133”. This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. We are currently evaluating the disclosure implications of this statement. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
(ii) Determination of the Useful Life of Intangible Assets
In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS 142 “Goodwill and Other Intangible Assets”. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles. The Company is currently evaluating the potential impact of FSP FAS 142-3 on its consolidated financial statements.
(iii) Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)
In May 2008, the FASB issued FSP APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized.
The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statement of operations. The FSP requires retrospective application to the terms of instruments as they existed for all periods presented. The FSP is effective for us as of January 1, 2009 and early adoption is not permitted. The Company is currently evaluating the potential impact of FSP APB 14-1 upon its consolidated financial statements.
(iv) The Hierarchy of Generally Accepted Accounting Principles
In May 2008, the FASB issued SFAS 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The implementation of this standard will not have a material impact on the Company's consolidated financial position and results of operations.
(v) Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock
In June 2008, the FASB ratified EITF 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock". EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of EITF 07-5 on its consolidated financial position and results of operations.
(vi) Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” The FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The FSP affects entities that accrue dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the award. This FSP is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of FSP EITF 03-6-1 on its consolidated financial position and results of operations.
(vii) Issuer’s Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement
In September 2008, the FASB issued EITF 08-5 “Issuer’s Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement.” This FSP determines an issuer’s unit of accounting for a liability issued with an inseparable third-party credit enhancement when it is measured or disclosed at fair value on a recurring basis. FSP EITF 08-5 is effective on a prospective basis in the first reporting period beginning on or after December 15, 2008. The Company is currently assessing the impact of FSP EITF 08-5 on its consolidated financial position and results of operations.
(viii) Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of SFAS 133 and FIN 45; and Clarification of the Effective Date of SFAS 161
In September 2008, the FASB issued FSP FAS 133-1, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161.” This FSP amends SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” to require disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument. The FSP also amends SFAS 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” to require and additional disclosure about the current status of the payment/performance risk of a guarantee. Finally, this FSP clarifies the Board’s intent about the effective date of SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities.” FSP FAS 133-1 is effective for fiscal years ending after November 15, 2008. The Company is currently assessing the impact of FSP FAS 133-1 on its consolidated financial position and results of operations.
(ix) Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active
In October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active.” This FSP clarifies the application of SFAS 157, “Fair Value Measurements,” in a market that is not active. The FSP also provides examples for determining the fair value of a financial asset when the market for that financial asset is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The impact of adoption was not material to the Company’s consolidated financial condition or results of operations.
(x) Accounting for Defensive Intangible Assets
In November 2008, the FASB issued EITF 08-7, “Accounting for Defensive Intangible Assets.” EITF 08-7 clarifies how to account for defensive intangible assets subsequent to initial measurement. EITF 08-7 applies to all defensive intangible assets except for intangible assets that are used in research and development activities. EITF 08-7 is effective for intangible assets acquired on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently assessing the impact of EITF 08-7 on its consolidated financial position and results of operations.
(xi) Equity Method Investment Accounting Considerations
In November 2008, the FASB issued EITF 08-6 “Equity Method Investment Accounting Considerations.” EITF 08-6 clarifies accounting for certain transactions and impairment considerations involving the equity method. Transactions and impairment dealt with are initial measurement, decrease in investment value, and change in level of ownership or degree of influence. EITF 08-6 is effective on a prospective basis for fiscal years beginning on or after December 15, 2008. The Company is currently assessing the impact of EITF 08-6 on its consolidated financial position and results of operations.
(xii) Accounting for an Instrument (or an Embedded Feature) with a Settlement Amount That is Based on the Stock of an Entity’s Consolidated Subsidiary
In November 2008, the FASB issued FSP EITF 08-8, “Accounting for an Instrument (or an Embedded Feature) with a Settlement Amount That is Based on the Stock of an Entity’s Consolidated Subsidiary.” EITF 08-8 clarifies whether a financial instrument for which the payoff to the counterparty is based, in whole or in part, on the stock of an entity’s consolidated subsidiary is indexed to the reporting entity’s own stock. EITF 08-8 also clarifies whether or not stock should be precluded from qualifying for the scope exception of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” or from being within the scope of EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” EITF 08-8 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Company is currently assessing the impact of EITF 08-8 on its consolidated financial position and results of operations.
(xiii) Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities
In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R) -8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This FSP amends SFAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” to require public entities to provide additional disclosures about transfers of financials assets. FSP FAS 140-4 also amends FIN 46(R)-8, “Consolidation of Variable Interest Entities”, to require public enterprises, including sponsors that have a variable interest entity, to provide additional disclosures about their involvement with a variable interest entity. FSP FAS 140-4 also requires certain additional disclosures, in regards to variable interest entities, to provide greater transparency to financial statement users. FSP FAS 140-4 is effective for the first reporting period (interim or annual) ending after December 15, 2008, with early application encouraged. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
(xiv) Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests that Continue to be Held by a Transferor in Securitized Financial Assets
In January 2009, The FASB released FASB Staff Position (FSP) No. EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20”. The guidance, which modifies Emerging Issues Task Force (EITF) Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets”, is effective for interim and annual reporting periods ending after December 15, 2008, and should be applied prospectively, the FASB said. Application to a prior reporting period is not permitted.
The amendment allows for the use of other-than-temporary impairment assessments established in SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, for securities that had previously been subject to the impairment assessment under EITF Issue No. 99-20. SFAS No. 115 allows a reporting entity to assess an impaired security that is classified as either available-for-sale or held-to-maturity debt in order to determine whether the impairment should be recognized as other-than-temporary and recognized in earnings.
SFAS No. 115 gives management more discretion than EITF Issue No. 99-20, in deciding whether the loss is permanent. EITF Issue No. 99-20 required the use of market prices to assess the impairments of debt securities that are beneficial interests in some securitized financial transactions. Under the amended guidance, management can base the value it reports in the financial statements on its judgment of its ability to collect all the contracted amounts due.
The Company does not currently believe that adopting this FSP will have a material impact on the Company’s financial statements.
(xv) Interim Disclosures About Fair Value of Financial Instruments
In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1 ("FSP FAS 107-1 and APB 28-1"), "Interim Disclosures about Fair Value of Financial Instruments". The FSP amends SFAS 107, "Disclosure about Fair Value of Financial Instruments”, and Accounting Principles Board Opinion No. 28, "Interim Financial Reporting", to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The Company is required to adopt FSP FAS 107-1 and APB 28-1 in the quarter ended July 31, 2009. The Company does not currently believe that adopting this FSP will have a material impact on the Company’s financial statements.
(xvi) Recognition and Presentation of Other-Than-Temporary Impairments
In April 2009, the FASB issued FASB Staff Position No. FSP FAS 115-2 and FAS 124-2 ("FSP FAS 115-2 and FAS 124-2"), "Recognition and Presentation of Other-Than-Temporary Impairments". The FSP amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The Company is required to adopt FSP FAS 115-2 and FAS 124-2 in the quarter ended July 31, 2009. The Company does not currently believe that adopting this FSP will have a material impact on the Company’s financial statements.
In April 2009, the FASB issued FASB Staff Position No. FAS 157-4 ("FSP FAS 157-4"), "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly". The FSP provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, "Fair Value Measurements", when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. The Company is required to adopt FSP FAS 157-4 in the quarter ended July 31, 2009. The Company does not currently believe that adopting this FSP will have a material impact on the Company’s financial statements.
(xvii) Accounting for Assets Acquired and Liabilities Assumed in a Business Combination that Arise from Contingencies
In April 2009, the FASB issued Staff Position SFAS No. 141(R)-1 (“SFAS 141(R)-1”), “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” which amends and clarifies FASB Statement No. 141 (revised 2007), “Business Combinations”, to address application issues on initial and subsequent recognition and measurement arising from contingencies in a business combination. SFAS 141(R)-1 is effective for assets or liabilities arising from contingencies in business combinations beginning with the first annual period on or after December 15, 2008. The adoption of SFAS 141(R)-1 did not have an impact on the Company’s consolidated financial statements.
(xviii) Subsequent Events
In May 2009, the FASB issued FASB No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for disclosing events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for selecting that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of the standard will not have a material impact on the Company.
(xix) Accounting for Transfers of Financial Assets
In June 2009, the FASB issued FASB No. 166, “Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 requires additional disclosures about the transfer and derecognition of financial assets and eliminates the concept of qualifying special-purpose entities under SFAS 140. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The adoption of the standard will not have a material impact on the Company.
(xx) Consolidation of Variable Interest Entities
In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 amends certain requirements of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. This Statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company is currently assessing the impact of the adoption of SFAS 167 on the Company’s financial condition, results of operations and cash flows.
(xxi) The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles
In June 2009, the FASB issued Financial Accounting Standard No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162” (FAS 168). In addition in June 2009, the FASB issued Accounting Standards Update No. 2009-01, “Topic 205 - Generally Accepted Accounting Principles - amendments based on Statement of Financial Accounting Standards No. 168 - The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (ASU 2009-1). Both FAS 168 and ASU 2009-1 recognize the FASB Accounting Standards Codification as the source of authoritative U.S. generally accepted accounting principles to be utilized by nongovernmental entities. FAS 168 and ASU 2009-1 are effective for interim and annual periods ending after September 15, 2009. The adoption of this pronouncement is not expected to have a material effect on the Company’s financial statements.
All new accounting pronouncements issued but not yet effective have been deemed to not be applicable, hence the adoption of these new standards is not expected to have a material impact on the consolidated financial statements.
Results of Operations - Comparison of Year Ended April 30, 2010 and Year Ended April 30, 2009.
Revenue. Net sales for the year ended April 30, 2009 were $1,296,570 while our net sales for the period ended April 30, 2008 were zero. We started sales activities from the second half of 2008, therefore, there was no revenue generated for the period ended April 30, 2008. Sales are primarily generated from distributions made from the Chinese Advertisement Company pursuant to our Business Cooperation Agreement. The majority of this revenue came from advertising clients who played their commercials on the screens in KTV lounges in China.
Cost of goods and services. Cost of goods sold for the period ended April 30, 2009 was $2,118,414 while our cost of goods sold for the period ended April 30, 2008 was zero. The increase was due to starting of sales in 2008. There was no revenue for the period ended April 30, 2008, therefore no cost of goods and services occurred. Costs primarily include costs associated with rent and royalty fee for KTV lounges and equipment installation in KTV lounges in China.
Selling, general, and administrative expense. Selling, general and administrative expense primarily includes: salaries and benefits, travel expenses, and third-party professional service fees. Selling, general, and administrative expense was $3,599,782 for the year ended April 30, 2009 compared to $325,855 for the year ended April 30, 2008, an increase of $3,273,927. This increase was mainly due to the expansion of our business. More sales activities caused increase in payroll, marketing and traveling expenses. We expect our selling, general, and administrative expenses will keep the same over the course of the year. If our revenue keeps increasing as we continue our efforts to expand our network, we expect our selling, general, and administrative expenses will increase accordingly. This increase will primarily be related to marketing expenses necessary to support our growth and our efforts to build brand awareness through advertising and promotional activities, and our network expansion.
Interest income. We recognized $ 30,751 of interest income for fiscal 2009 compared to $9,070 for fiscal 2008, an increase primarily due to the higher balances of short-term and long-term investments held during fiscal 2009.
Net loss. As a result of the above, our net loss is $4,414,829 in fiscal 2009 compared to $389,133 in fiscal 2008.
Liquidity and Capital Resources
As of April 30, 2009, we had an aggregate of cash, cash equivalents, of $1,102,634 compared to $1,152,852 as of April 30, 2008. We received $4,593,836 net proceeds from an offering of our common stock and warrants affected on July 17, 2008.
Accounts receivable is $580,440 compared to zero for the year ended April 30, 2008. The increase is due to the fact that we started our sales activities in the second half of 2008, there were no sales activities in the 2008 fiscal year.
Prepaid expenses and other receivables is $652,085 for the year ended April 30, 2009 as compared to $91,033 for the year ended April 30, 2008, an increase of $561,052. Majority of the prepaid expenses were money advanced to Company staffs and officers for the expenses to be incurred for the Company. Please refer to note 3 of the Consolidated Financial Statements for details.
During the year ended April 30, 2009, the Company accrued $33,315 (2008: $24,549) in consulting fees to a related party of the Company’s President and CEO. As of April 30, 2009, the Company owes $3,942 (2008: $56,373) to this related party for services rendered. Please refer to Note 7 to the Consolidated Financial Statement for details about the related party transaction.
Inventory was $107,066 for the year ended April 30, 2009 as compared to zero for the year ended April 30, 2008. This is due to the fact that the Company started its sales activities in the fiscal year of 2008. Majority inventory came from the barter transaction.
Depreciation and amortization expense was $8,185 for the year ended April 30, 2009 compared to $54 for the year ended April 30, 2008. The majority of our equipment are computers and servers were purchased in 2009 when we started our sales and expanded our business.
Accounts payable and accrued liabilities was $355,463 for the year ended April 30, 2009 as compared to $98,226 for the year ended April 30, 2008, an increase of $257,237. Please refer to Note 4 of the Consolidated Financial Statements for details.
Unearned revenue was $226,602 for the year ended April 30, 2009 as compared to zero for the year ended April 30, 2008. This is due to the fact that the Company started its sales activities by the second half of 2008. There was no revenue for the year ended April 30, 2008. Unearned revenue is recorded for the services that been signed and not yet been provided, hence the revenue has been amortized over the period that the service provide.
Operating Activities
Net cash used in operating activities was $4,195,093 in fiscal 2009 compared to $314,537 used in the same period of fiscal 2008, an increase of $3,880,556. The cash used in operations including employee compensation, professional fees, facilities and advertising expense. The increase was mainly due to the expansion of our KTV advertising business and network, as well as a significant expense in the number of markets served.
Investing Activities
During fiscal 2009, net cash used in investing activities was $47,728, as compared to $6,793 net cash used in investing activities for fiscal 2008. The increase of net cash flow used in investing activities was mainly due to the purchase of fixed assets after the Company started its sales activities and expansion of its business.
Financing Activities
Net cash provided by financing activities was $4,166,224 for fiscal 2009 compared to net cash provided by financing activities of $1,457,624 fiscal 2008. During fiscal 2009, our financing activities consisted primarily of cash proceeds received from the issuance of our equity securities stock to an accredited investor for $5 million.
We do not believe inflation had a significant negative impact on our results of operations during 2009.
Off Balance Sheet Arrangements
We do not have any obligations that meet the definition of an off-balance-sheet arrangement that have or are reasonably likely to have a material effect on our financial statements, which has not been consolidated
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
K's Media
(Previously known as Kinglake Resources Inc.)
Consolidated Balance Sheets
April 30, 2010 and 2009
The accompanying notes are an integral part of these consolidated financial statements.
K's Media
(Previously known as Kinglake Resources Inc.)
Consolidated Statements of Operations and Comprehensive Loss
For the years ended April 30, 2010 and 2009
The accompanying notes are an integral part of these consolidated financial statements.
K's Media
(Previously known as Kinglake Resources Inc.)
Consolidated Statements of Stockholders' Equity (Deficiency)
For the years ended April 30, 2010 and 2009
The accompanying notes are an integral part of these consolidated financial statements.
K's Media
(Previously known as Kinglake Resources Inc.)
Consolidated Statements of Cash Flows
For the years ended April 30, 2010 and 2009
The accompanying notes are an integral part of these consolidated financial statements.
K's MEDIA
(Previously known as Kinglake Resources Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2010
Note 1. Nature of Operations and Going Concern
Nature of Operations
K’s Media (the "Company") was incorporated in the State of Nevada on April 14, 2006 under the name Kinglake Resources Inc., which was changed to K’s Media on March 11, 2008. In April 2006, the Company acquired a mining claim in the Province of British Columbia. The mining claim expired April 18, 2007. During the year ended April 30, 2010, the Company ceased to be a development stage enterprise as it commenced its planned principal operations.
On January 18, 2008, the Company completed a Share Exchange Agreement (the "Share Exchange Agreement") dated December 23, 2007 with Orient Come Holdings Limited, a company organized under the laws of British Virgin Islands ("Orient Come") and Beijing K's Media Advertising Ltd. Co. ("K's Media"), a limited liability company organized under the laws of the People's Republic of China ("China"). Pursuant to the terms of the Share Exchange Agreement, the shareholders of Orient Come (the "Orient Come Shareholders") transferred to the Company all of the Orient Come shares in exchange for the issuance of 13,000,000 shares of the Company's common stock (the "Acquisition"). As a result of the Acquisition, Orient Come became the Company's wholly-owned subsidiary and the Orient Come Shareholders and/or their designated third parties acquired in the aggregate approximately 62% of the Company’s issued and outstanding stock. In connection with the Share Exchange Agreement, the Company issued 2,000,000 shares of its common stock as a finder's fee to a third party.
Concurrent with the Share Exchange Agreement, the Company entered into a series of agreements with K's Media and the shareholders of K's Media (see Note 1(a) to (d) for details). Included among these agreements is a Business Cooperation Agreement. Under this agreement the Company effectively controls K's Media. As a result of the Business Cooperation Agreement, K’s Media is deemed to be a subsidiary of the Company under Accounting Standard Codification (“ASC”) Topic 810, “Consolidation”.
On February 22, 2008, Orient Come assigned its rights and obligations under the Business Cooperation Agreement to K's Media Broadcasting Cultural Co. Ltd. ("K's Media Broadcasting") (see Note 1(b) for details). K's Media Broadcasting, a company organized under the laws of China, is a wholly owned subsidiary of the Company.
As a result of the Share Exchange Agreement, the Company is involved in the advertising business that targets high end consumers in China by placing premium brand advertising in "entertainment" clubs on behalf of top-tier consumer products clients. Entertainment clubs are popular entertainment establishments in Asia that rent private rooms containing karaoke singing equipment, typically to groups of friends and business colleagues.
The Share Exchange Agreement has been considered a reverse acquisition as Orient Come effectively assumed control of the Company. The Company (the legal acquirer of Orient Come) in substance is the accounting acquiree and Orient Come (the legal acquiree of the Company) is the accounting acquirer. The consolidated financial statements presented are those of Orient Come, the accounting acquirer, at historical cost, from June 18, 2007 to January 18, 2008, and combined with the Company thereafter. Orient Come commenced operations on June 18, 2007.
At December 23, 2007, the president of the Company was the brother of a significant stockholder of Orient Come and K’s Media.
The following agreements were entered into concurrent with the Share Exchange Agreement:
(a) Escrow Agreement
The Company entered into an Escrow Agreement (“Escrow Agreement”) with K's Media and shareholders of K's Media effective December 23, 2007. Pursuant to the Escrow Agreement, 10,500,000 Escrow Shares of Company common stock were deposited and held in an escrow account with an escrow agent. The Escrow Agreement, as amended January 31, 2008, September 4, 2008, June 4, 2009, August 4, 2009, and September 7, 2009, provides for the release and delivery to K’s Media stockholders and designees of up to 10,500,000 Escrow Shares of Company common stock based on the achievement of certain Performance Thresholds and the cancellation of the remaining shares, as follows:
Under the Escrow Agreement, as amended, if the applicable Performance Threshold is met, the respective parties are to be delivered the Escrow Shares deliverable. If the Minimum Performance Threshold is not met, the applicable Escrow Shares are to be returned to the Company and cancelled. If the Minimum Performance Threshold is met but the Performance Threshold is not met, then a proportionate number of the 10,500,000 Escrow Shares (actual results divided by the Performance Threshold) are to be delivered to the respective parties and the remainder is to be returned to the Company and cancelled.
Effective July 31, 2009, the Company authorized the release of a total of 3,679,380 Escrow Shares and cancellation of a total of 520,620 Escrow shares in connection with the achievement of performance thresholds relating to the 16 months ended April 30, 2010. After such release and cancellation, there are 6,300,000 Escrow shares remaining.
(b) Business Cooperation Agreement
Pursuant to the provisions of the Business Cooperation Agreement, which has a term of 20 years, K's Media retained the services of Orient Come in relation to the current and proposed operations of K's Media's business in China ("Orient Come's Services"). Under the Business Cooperation Agreement, K's Media will remit a quarterly consulting fee, equal to 80% of its quarterly revenues after deduction of direct operating costs, expenses and taxes in consideration of Orient Come's services.
On February 22, 2008, Orient Come assigned its rights and obligations under the Business Cooperation Agreement to K's Media Broadcasting Cultural Co. Ltd. ("K's Media Broadcasting") pursuant to an Assignment Agreement dated February 22, 2008 (the "Assignment Agreement"). Under the Assignment Agreement, Orient Come assigned all of its right, title and interest in and to the Business Cooperation Agreement and K’s Media Broadcasting agreed to assume all of Orient Come's obligations under the Business Cooperation Agreement. K's Media Broadcasting, a company organized under the laws of China, is a wholly owned subsidiary of the Company.
(c) Option Agreement
Under an Option Agreement entered into by and among Orient Come, shareholders of K's Media and K's Media effective as of December 23, 2007, the shareholders of K’s Media, irrevocably granted to Orient Come or its designated party an exclusive option to purchase, to the extent permitted by China law, a portion or all of their respective equity interests in K’s Media for a purchase price of $100. Orient Come or its designated party has the sole discretion to decide when to exercise the option, whether in part or in full. The agreement has a term of 20 years.
(d) Equity Pledge Agreement
Under an Equity Pledge Agreement entered into by and among Orient Come, K's Media and shareholders of K's Media dated December 23, 2007, the shareholders of K's Media pledged, all of their equity interests in K's Media to guarantee the performance of K's Media in its obligations under the Business Cooperation Agreement. If K's Media or any of its shareholders breaches his/her respective contractual obligations under this agreement, or upon the occurrence of one of the events regarded as an event of default under each such agreement, Orient Come, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interests. The shareholders of K's Media agree not to dispose of the pledged equity interests or take any actions that would prejudice Orient Come's interest, and to notify the Company of any events or upon receipt of any notices which may affect Orient Come's interest in the pledge. The term of the Pledges shall last until all obligations under the Exclusive Business Cooperation Agreement have been satisfied by K’s Media.
Going Concern
The Company has incurred net operating losses since inception. The Company faces all the risks common to companies that are relatively new, including under capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. At April 30, 2010, the Company has accumulated losses of $8,658,232 since inception. The Company's recurring losses raise substantial doubt about its ability to continue as a going concern. The Company's consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. The Company expects to incur losses from its business operations and will require additional funding during the year ended April 30, 2010. The future of the Company hereafter will depend in large part on the Company's ability to successfully raise capital from external sources to pay for planned expenditures and to fund operations.
Management believes that its current and future plans will enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.
Note 2. Statement of Information Furnished
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Form 10-Q instructions and in the opinion of management contain all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position as of April 30, 2010, and the results of operations and cash flows for the three and nine months ended April 30, 2010 and 2009. These results have been determined on the basis of generally accepted accounting principles and practices in the United States and applied consistently with those used in the preparation of the Company's 2009 Annual Report on Form 10-K. Operating results for the year ended April 30, 2010.
These consolidated financial statements include the accounts of K's Media (Registrant, formerly known as Kinglake Resources Inc.), Oriental Come Holdings Limited (100% owned subsidiary), Beijing K's Media Broadcasting Ltd. Co. (100% owned subsidiary) and Beijing K's Media Advertising Ltd. Co., which is deemed to be a Variable Interest Entity of the Company through contractual relationship. This consolidation is required by ASC Topic, “Consolidation”.
Note 3. Changes in Accounting Policies
The Company adopted the following accounting policies during the period:
(i) Disclosures about Derivative Instruments and Hedging Activities
On May 1, 2009, the Company adopted ASC Topic 815-10, “Derivatives and Hedging”. This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. ASC Topic 815-10 applies to all derivative instruments within its scope as well as related hedged items, bifurcated derivatives, and non-derivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to ASC Topic 815-10 must provide more robust qualitative disclosures and expanded quantitative disclosures. The adoption of this statement did not have any material effect on the Company's consolidated financial statements.
(ii) Determination of the Useful Life of Intangible Assets
On May 1, 2009, the Company adopted the amendment to ASC No. 350 issued by FASB entitled “Determination of the Useful Life of Intangible Assets”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The amendment did not have a material impact on the Company’s financial statements.
(iii) Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)
On May 1, 2009, the Company adopted ASC Topic 470-20, “Debt - Debt with Conversion and Other Options”. ASC Topic 470-20 clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. ASC Topic 470-20 requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. ASC Topic 470-20 requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statement of operations. ASC Topic 470-20 requires retrospective application to the terms of instruments as they existed for all periods presented. The adoption of ASC Topic 470-20 did not have any material effect on the Company's consolidated financial statements.
(iv) Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock
On May 1, 2009, the Company adopted ASC Topic 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”. ASC Topic 815-40 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. Adoption of ASC Topic 815-40 did not have any material effect on the Company’s consolidated financial position and results of operations.
(v) Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
On May 1, 2009, the Company adopted ASC Topic 260, “Earnings Per Share”. Under this standard, unvested share-based payment awards that contain rights to receive non-forfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing EPS. The adoption of ASC Topic 260 did not have a material impact on the Company’s financial statements.
(vi) Issuer’s accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement
On May 1, 2009, the Company adopted ASC Topic 820, “Fair Value Measurements and Disclosures”. ASC Topic 820 determines an issuer’s unit of accounting for a liability issued with an inseparable third-party credit enhancement when it is measured or disclosed at fair value on a recurring basis. Adoption of ASC Topic 820 did not have any material effect on the Company’s consolidated financial position and results of operations.
(vii) Disclosures about Credit Derivatives and Certain Guarantees
On May 1, 2009, the Company adopted ASC Topic 815-10-65, “Derivatives and Hedging - Overall - Transition and Open Effective Date Information”. ASC Topic 815-10-65 requires disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument. ASC Topic 815-10-65 also amends ASC Topic 952, “Franchisors”, to require additional disclosure about the current status of the payment/performance risk of a guarantee. Finally, ASC Topic 815-10-65 clarifies the Board’s intent about the effective date of ASC Topic 815, “Derivatives and Hedging”. Adoption of ASC Topic 815-10-65 did not have any material effect on the Company’s consolidated financial position and results of operations.
(viii) Equity Method Investment Accounting Considerations
On May 1, 2009, the Company adopted ASC Topic 323, “Investments - Equity Method and Joint Ventures”. ASC Topic 323 clarifies accounting for certain transactions and impairment considerations involving the equity method. Transactions and impairment dealt with are initial measurement, decrease in investment value, and change in level of ownership or degree of influence. Adoption of ASC Topic 323 did not have any material effect on the Company’s consolidated financial position and results of operations.
(ix) Accounting for Defensive Intangible Assets
On May 1, 2009, the Company adopted ASC Topic 350-30-35, “Intangibles - Goodwill and Others - General Intangibles Other Than Goodwill - Subsequent Measurement”. ASC Topic 350-30-35 clarifies how to account for defensive intangible assets subsequent to initial measurement. ASC Topic 350-30-35 applies to all defensive intangible assets except for intangible assets that are used in research and development activities. Adoption of ASC Topic 350-30-35 did not have any material effect on the Company’s consolidated financial position and results of operations.
(x) Accounting for an Instrument (or an Embedded Feature) with a Settlement Amount that is based on the Stock of an Entity’s Consolidated Subsidiary
On May 1, 2009, the Company adopted ASC Topic 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”. ASC Topic 815-40 clarifies whether a financial instrument for which the payoff to the counterparty is based, in whole or in part, on the stock of an entity’s consolidated subsidiary is indexed to the reporting entity’s own stock. Adoption of ASC Topic 815-40 did not have any material effect on the Company’s consolidated financial position and results of operations.
(xi) Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities
On May 1, 2009, the Company adopted ASC Topic 860, “Transfers and Servicing”. ASC Topic 860 requires public entities to provide additional disclosures about transfers of financial assets. ASC Topic 860 also requires public enterprises, including sponsors that have a variable interest entity, to provide additional disclosures about their involvement with a variable interest entity. ASC Topic 860 also requires certain additional disclosures, in regards to variable interest entities, to provide greater transparency to financial statement users. Adoption of ASC Topic 860 did not have any material effect on the Company’s consolidated financial position and results of operations.
(xii) Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests that Continue to be Held by a Transferor in Securitized Financial Assets
On May 1, 2009, The FASB released ASC Topic 325-40, “Investments - Other - Beneficial Interests in Securitized Financial Assets”. ASC Topic 325-40 allows for the use of other-than-temporary impairment assessments established in ASC Topic 320, “Investments - Debt and Equity Securities”, for securities that had previously been subject to the impairment assessment under ASC Topic 325-40. ASC Topic 320 allows a reporting entity to assess an impaired security that is classified as either available-for-sale or held-to-maturity debt in order to determine whether the impairment should be recognized as other-than-temporary and recognized in earnings.
Under ASC Topic 325-40, management can base the value it reports in the financial statements on its judgment of its ability to collect all the contracted amounts due.
Adoption of ASC Topic 325-40 did not have any material effect on the Company’s consolidated financial position and results of operations.
(xiii) Interim Disclosures about Fair Value of Financial Instruments
On May 1, 2009, the Company adopted ASC Topic 825, “Financial Instruments”, which extend the annual financial statement disclosure requirements for financial instruments to interim reporting periods of publicly traded companies. The adoption of ASC Topic 825 did not have a material impact on the Company’s consolidated financial statements.
(xiv) Recognition and Presentation of Other-Than-Temporary Impairments
On July 1, 2009, the Company adopted ASC Topic 320, “Investment - Debt and Equity Securities”, which amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments in the financial statements. The guidance requires that an entity evaluate for and record an other-than-temporary impairment even when it concludes that it does not intend to sell an impaired security and does not believe it likely that it will be required to sell the security before recovery of the amortized cost basis. Once an entity has determined that an other-than-temporary impairment has occurred, it is required to record the credit loss component of the difference between the securities’ amortized cost basis and the estimated fair value in earnings, whereas the remaining difference is to be recognized as a component of other comprehensive income and amortized over the remaining life of the security. The adoption of this guidance did not have a material impact on our consolidated financial position or results of operations.
(xv) Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly
On July 1, 2009, the Company adopted ASC Topic 820, “Fair Value Measurement and Disclosures”, for estimating fair value when the volume and level of activity related to the asset or liability has significantly decreased. This also includes guidance on identifying circumstances that indicate a transaction is not orderly and emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. The adoption of this standard did not have a material impact on our consolidated financial position or results of operations.
(xvi) Accounting for Assets Acquired and Liabilities Assumed in a Business Combination that Arise from Contingencies
On January 1, 2009, the Company adopted ASC Topic 805, “Business Combinations”, to address application issues on initial and subsequent recognition and measurement arising from contingencies in a business combination. The adoption of ASC Topic 805 did not have an impact on the Company’s consolidated financial statements.
(xvii) Subsequent Events
On July 1, 2009, the Company adopted ASC Topic 855, “Subsequent Events”, was amended and defines subsequent events as transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. The amendment defines two types of subsequent events: (i) events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements (that is, recognized subsequent events); and (ii) events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date (that is, non-recognized subsequent events).
In addition, the amendment requires an entity to disclose the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued or the date the financial statements were available to be issued. The adoption of the amendment did not have any effect on our financial position, results of operations or cash flows.
In February 2010, the FASB issued ASU 2010-09, “Subsequent Events” (Topic 855): “Amendments to Certain Recognition and Disclosure Requirements”. This amendment removes the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The amendment in the ASU was effective for the Company upon issuance (February 24, 2010). The adoption of ASU 2010-09 had no effect on our consolidated financial statements.
(xviii) The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles
On August 1, 2009, the Company adopted the “FASB Accounting Standards Codification” (the “FASB ASC”) as the single source of authoritative non-governmental U.S. GAAP. The FASB ASC did not change current U.S. GAAP, but simplified user access to all authoritative U.S. GAAP by organizing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents were superseded and all other accounting literature not included in the FASB ASC is now considered non-authoritative. The adoption of the FASB ASC did not have an impact on the Company’s consolidated financial statements.
(xix) Measuring Liabilities at Fair Value
On September 1, 2009, the Company adopted ASU No. 2009-05, “Measuring Liabilities at Fair Value”, or ASU 2009-05, which amends ASC 820 to provide clarification of a circumstances in which a quoted price in an active market for an identical liability is not available. A reporting entity is required to measure fair value using one or more of the following methods: 1) a valuation technique that uses a) the quoted price of the identical liability when traded as an asset or b) quoted prices for similar liabilities (or similar liabilities when traded as assets) and/or 2) a valuation technique that is consistent with the principles of ASC 820. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to adjust to include inputs relating to the existence of transfer restrictions on that liability. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.
(xx) Fair Value Measurements and Disclosure
On November 1, 2009, the Company adopted ASU No. 2009-12, “Fair Value Measurements and Disclosure”, or ASU 2009-12, which provides additional guidance on using the net asset value per share, provided by an investee, when estimating the fair value of an alternate investment that does not have a readily determinable fair value and enhances the disclosures concerning these investments. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.
Under generally accepted accounting principles, we are required 1) to measure certain assets and liabilities at fair value or 2) to disclose the fair value of certain assets and liabilities recorded at cost. Pursuant to these fair value measurement and disclosure requirements, fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value is calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities includes consideration of non-performance risk, including our own credit risk. Each fair value measurement is reported in one of the following three levels:
Level 1 - valuation inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
Level 2 - valuation inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - valuation inputs are unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques.
At April 30, 2010 and 2009, the fair values of cash and cash equivalents, accounts receivables and accounts payable approximated their carrying values due to the short-term nature of these instruments.
(xxi) Transfers and Servicing
On December 1, 2009, the Company adopted ASC Topic 860, “Transfers and Servicing”. ASC Topic 860 was amended to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. The adoption of ASC Topic 860 did not have a material impact on the Company’s consolidated financial statements.
Recent Accounting Pronouncements
(i) Consolidation of Variable Interest Entities
In June 2009, the FASB issued an amendment to ASC Topic 810, entitled “Consolidation of Variable Interest Entities”, which changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. This amendment requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and will require a company to provide additional disclosures about its involvement with variable interest entities, any significant changes in risk exposure due to that involvement and how its involvement with a variable interest entity affects the company’s financial statements. This amendment will be effective at the start of the Company’s fiscal year beginning May 1, 2010. The Company is currently evaluating the impact, if any, that the adoption of this amendment will have on its financial statements.
(ii) Revenue Recognition: Multiple Deliverable Revenue Arrangements and Certain Revenue Arrangements That Include Software Elements
In October 2009, FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605): “Multiple Deliverable Revenue Arrangements” (a Consensus of the FASB EITF). ASU No. 2009-13 modifies ASC 605-25, “Revenue Recognition - Multiple-Element Arrangements” (formerly EITF 00-21). ASU No. 2009-13 requires an entity to allocate the revenue at the inception of an arrangement to all of its deliverables based on their relative selling prices. This guidance eliminates the residual method of allocation of revenue in multiple deliverable arrangements and requires the allocation of revenue based on the relative-selling-price method. The determination of the selling price for each deliverable requires the use of a hierarchy designed to maximize the use of available objective evidence, including, VSOE, third party evidence of selling price (TPE), or estimated selling price (ESP).
In October 2009, FASB issued Accounting Standards Update (ASU) No. 2009-14, Topic 985: “Certain Revenue Arrangements That Include Software Elements”. ASU No. 2009-14 modifies ASC 985-605, Software Revenue, such that the following products would be considered non-software deliverables and therefore excluded from the scope of ASC 985-605:
Tangible products that contain software elements and non-software elements that function together to deliver the tangible product’s essential functionality.
Undelivered elements that are essential to the above described tangible product’s functionality.
ASU No. 2009-13 and ASU No. 2009-14 must be adopted no later than the beginning of the Company’s fiscal year 2011 and early adoption is allowed and may be adopted either under the prospective method, whereby the guidance will apply to all revenue arrangements entered into or materially modified after the effective date, or under the retrospective application, whereby the guidance will apply to all revenue arrangements for all periods presented. An entity may elect to adopt ASU No. 2009-13 and ASU No. 2009-14 in a period other than their first reporting period of a fiscal year under the prospective method but must adjust the revenue of prior reported periods such that all new revenue arrangements entered into, or materially modified, during the fiscal year of adoption are accounted for under this guidance.
The adoption of ASU No. 2009-13 and ASU No. 2009-14 will allow the separation of deliverables under more arrangements which may result in less revenue deferral. For such arrangements, the application of the relative-selling price method of allocating the revenue of an arrangement and the elimination of the residual method of allocation may result in a different reallocation of revenue from product revenue, which is recognized upon delivery, to support revenue, which is recognized ratably over the support period.
The Company is currently evaluating the impact of these pronouncements on its financial position and results of operations.
Note 4. Earnings (Loss) Per Share
Basic earnings or loss per share is based on the weighted average number of common shares outstanding. Diluted earnings or loss per share is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. The computation of earnings (loss) per share is net earnings (loss) available to common stockholders (numerator) divided by the weighted average number of common shares outstanding (denominator) during the periods presented. All earnings or loss per share amounts in the financial statements are basic earnings or loss per share, as defined by ASC Topic 260, “Earnings per Share”. Diluted loss per share does not differ from basic loss per share for all periods presented. Convertible securities that could potentially dilute basic earnings per share in the future are not included in the computation of diluted loss per share because to do so would be anti-dilutive. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value, when applicable.
Note 5. Prepaid Expenses and Other Receivables
As of April 30, 2010 and 2009, prepaid expenses and other receivables consist of the following:
Note 6. Equipment
Equipment as of April 30, 2010 and 2009 is summarized as follows:
The depreciation expense incurred during the three-month and nine-month periods ended April 30, 2010 and 2009 were $3,311 and $9,852 , respectively.
Note 7. Accounts Payable and Accrued Liabilities
As of April 30, 2010 and 2009, accounts payable and accrued liabilities consist of the following:
Note 8. Capital Stock
(a) Preferred Stock
The Company is authorized to issue up to 100,000,000 shares of Preferred Stock with a par value of $0.00001 per share under terms and conditions as set forth in its Articles of Incorporation. At April 30, 2010, the Company did not have any outstanding preferred stock.
(b) Common Stock
The Company is authorized to issue up to 100,000,000 shares of Common Stock with a par value of $0.00001 per share under terms and conditions as set forth in its Articles of Incorporation.
On July 17, 2008, the Company completed the sale of 1,666,667 units of its securities (the "Units"), with each Unit consisting of (a) one share of the Company's Common Stock, par value $0.00001 per share (the "Common Stock"), (b) a warrant to purchase one share of Common Stock at a purchase price of $6.00 per share of Common Stock (the "Group A Warrant"), and (c) a warrant to purchase one share of Common Stock at a purchase price of $9.00 per share of Common Stock (the "Group B Warrant"), for a purchase price of $3.00 per Unit. The aggregate proceeds from the sale of the Units, prior to expenses incurred in connection with the offer and sale of the Units, was $5,000,000. The Company sold the Units to a single investor pursuant to applicable exemptions from registration under the Securities Act of 1933, as amended. The total cost for the $5,000,000 private placement was $406,164, resulting in net proceeds of $4,593,836. The proceeds from the issuance of the units were allocated between the warrants and the common shares on the basis of relative fair values. The fair value of the warrants of $893,371 was calculated using the Black-Scholes model using the following assumptions: Volatility of 14.25%, expected term of 5 years, risk free interest rate of 3.35% .
The Group A Warrant has an exercise price of $6.00 per share and is exercisable for a five-year period commencing on July 17, 2008, to purchase 1,666,667 shares of Common Stock in the aggregate. The Group A Warrant is subject to proportional adjustment for stock splits, stock dividends, recapitalizations, reclassifications, and similar corporate events. The Group A Warrant may not be exercised on a cashless basis.
The Company may redeem the Group A Warrant at its option at a price of $0.05 per share if the closing bid price of the Company's Common Stock exceeds $8.00 per share for a period of 20 consecutive trading days, provided that the Company's redemption right will not be in effect during any period during which the Company does not have in place an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), registering the shares of Common Stock issuable upon exercise of the Group A Warrant.
The Group B Warrant is exercisable to purchase 1,666,667 shares of Common Stock. The terms of the Group B Warrant are identical to the Group A Warrant, except that the exercise price is $9.00 per share of Common Stock, and the price per share of Common Stock initiating the Company's repurchase rights is $12.00 per share.
The Units, including the shares of Common Stock and Group A Warrant and Group B Warrant included therein, were issued without registration under the Securities Act in reliance upon the exemption from registration set forth in Rule 506 of Regulation D ("Regulation D"), promulgated pursuant to Section 4(2) of the Securities Act, Regulation S promulgated under the Securities Act, and Section 4(6) of the Securities Act. The Company based such reliance upon representations made by the purchaser of the Units to the Company regarding such purchaser's investment intent, sophistication, and status as an "accredited investor," as defined in Regulation D, and on the investor's representations as to its residency and the offshore purchase of the Units, among other things. The Units, including the shares of Common Stock and Group A Warrant and Group B Warrant included therein, and the shares of Common Stock issuable upon exercise of the Group A Warrant and Group B Warrant, may not be offered or sold in the United States absent registration pursuant to the Securities Act or an applicable exemption from the registration requirements of the Securities Act. The share certificates for the Common Stock and the Group A Warrant and Group B Warrant bear restrictive legends permitting the transfer of the securities only in compliance with applicable securities laws.
On October 8, 2008, the Company issued 112,500 shares of Common Stock at a fair market value of $641,250 to employees, and the amount was recorded as compensation expense.
In November 2008, the Company entered into a financing and investor relations agreement for eight months. Under this agreement the Company issued 900,000 shares of Common Stock valued at market totaling $5,130,000 and $25,000 in cash. The agreement was cancelled in February 2009 and 850,000 shares issued were returned for cancellation. The net consideration of $310,000 ($25,000 cash and $285,000 market value of 50,000 shares of common stock) was expensed $193,750 in the year ended April 30, 2009 and $116,250 in the year ended April 30, 2009.
Effective July 31, 2009, the Company authorized the release of a total of 3,679,380 Escrow Shares and cancellation of a total of 520,620 Escrow Shares in connection with the achievement of performance thresholds relating to the 16 months ended April 30, 2009 (see Note 1). The Company reflected the $919,845 estimated fair value of the 3,679,380 released Escrow Shares as general and administrative expenses in the accompanying consolidated statement of operations for the year ended April 30, 2009 and increased additional paid-in capital by the same amount.
Note 9. Related Party Balances/Transactions
During the year ended April 30, 2010 and 2009, the Company accrued $24,520 and $8,086 in consulting fees to a related party of the Company’s President and CEO, respectively.
For the purpose of currency conversion, the Company sends foreign currency to an agent in China which is a related party to the Company, and then receives Renminbi back from the agent right after the conversion. The shareholder of the agent is the father of the Company’s CFO and one of its shareholders. During the nine-month period ended April 30, 2010, the Company sent $168,734 to the agent, and the agent returned $164,722 to the Company. As of filing date of this Form 10-K, the remaining balance of $251,044 (April 30, 2009: $247,032) has not yet been returned to the Company.
Note 10. Concentrations and Credit Risk
The Company operates principally in China and grants credit to its customers in this geographic region. Although China is economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s operations.
For the year ended April 30, 2010 net revenues of $3,545,508 included $36,800 from barter transactions. For year ended April 30, 2010, one customer accounted for 72% of net revenues.
Note 11. Statutory Reserves
Pursuant to Chinese regulations and laws, K’s Media and K’s Media Broadcasting are required to make appropriations to the reserve funds and staff welfare fund, based on after tax net income determined in accordance with generally accepted accounting principles of the People’s Republic of China (“China GAAP”). Appropriations to the reserve funds should be at least 10% of the after tax net income determined in accordance with China GAAP until the reserve is equal to 50% of the respective entity’s registered capital. The reserve funds are established for covering corporate obligations in the event of business liquidation. Any additional appropriations to the reserve funds over the 10% requirement are made at the discretion of the Board of Directors. The reserve funds and staff welfare funds are recorded as part of the retained earnings but are not available for distribution to the owners of the Company other than in liquidation. Appropriations to the staff welfare fund are at a percentage, as determined by the Board of Directors, of the after tax net income determined in accordance with China GAAP. The staff welfare fund is established for the purpose of providing employee facilities and other collective benefits to the employees. The appropriations are made on an annual basis.
Due to the entities’ losses, no appropriations have been made to the reserve funds and staff welfare fund.
Note 12. Commitments
The Company has entered into agreements with various Karaoke (“KTV”) and night clubs for rental of space in karaoke rooms and broadcasting fees for advertisements. As of April 30, 2010, future rental and fee commitments are payable as follows:
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On February 18, 2009, we engaged Goldman Parks Kurland Mohidin LLP, an independent registered firm of Certified Public Accountants, as our principal independent accountant with the approval of our board of directors. On July 2010, we engaged Michael T. Studer, C.P.A., P.C., an independent registered firm of Certified Public Accountants with the approval of our board of directors. Our termination of our relationship with Goldman Parks Kurland Mohidin LLP and our engagement of Michael T. Studer, C.P.A., P.C. was not the result of any disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Under the supervision and with the participation of the Company's management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to applicable rules under the Exchange Act as of April 30, 2010. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.
Internal Control Over Financial Reporting
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2009. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of April 30, 2010, the Company’s internal control over financial reporting was effective based on those criteria.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Changes in Internal Controls
There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations on the Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Officers and Directors
Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office.
The name, age and position of our officers and director is set forth below:
The persons named above have held their offices/positions since our inception.
On March 15, 2010, Ke Wang resigned from his positions as Chairman and a director of K's Media, a Nevada corporation (the "Registrant"). To fill the vacancies created by his resignation, on the same date, the board of directors of the Registrant (the "Board") appointed James Wei as the Chairman, effective immediately, to serve at the discretion of the Board, until his successor(s) are duly appointed and qualified.
The business experience of each of the directors for at least the past five years includes the following:
Jake Wei. Mr. Wei has an extensive background in the management of information technology and media companies located in China. From 1992 through 1997, Mr. Wei was the President of Beijing Xinhai Technology Development Corp. From 2002 to 2006, Mr. Wei served as president of Beijing Quicknet Technology Development Corp., a mobile service provider. Since 2006, Mr. Wei has served as the President of Greater China Media and Entertainment Corp., a media and entertainment company in China. In his role as president, he oversaw a team of over 200 employees, supervising sales/distribution channels, marketing plans and initiatives, product and application development, customer service and system operations. Mr. Wei has a Bachelors of Science degree in Computer Science from Beijing University of Technology in 1991. Jake Wei is the brother of James Wei.
James Wei. Mr. Wei has served as director and president of China YOUTV Corp., an international company located in Beijing, China since March 2007. Since 2005 Mr. Wei has served as CEO and chairman of the board of directors of HuaJu NetMedia, an Internet company that provides online video viewing services, located in Beijing, China. Mr. Wei served as Vice President for Beijing XinHai Technology Development Corp., one of the first Internet Service Providers in China, from 2000 to 2004. James Wei is the brother of Jake Wei.
Bernard Chan. Mr. Chan has over 18 years of experience in the areas of financial advisory, direct private investments and corporate finance. Between 2003 and 2007, he was the chief financial officer for US companies, Asia Payment Systems, Inc. and China World Trade Corporate, which was listed on OTC Bulletin Board, where he oversaw M&A and financial projects. He also served as Managing Partner of a Hong Kong corporate finance providing advisory of U.S. listing and capital raising. Prior to that, Mr. Chan was a member of senior management for several listed companies in Hong Kong and one of the largest private landowner in Hawaii, focusing on direct investments and assets management. He is also a Registered Investment Advisor. Mr. Chan earned his Master of Business Administration Degree in International Management and Investment Finance, Master of Science Degree in Applied Econometrics, and Bachelor of Business Administration Degree in Investment Finance, all from the University of Hawaii.
Jie Wang. Mr. Wang has been working as Partner and Managing Director of Hi-Gold Consultants Limited since 2001. Hi-Gold is a consulting firm located in Hong Kong. He currently also serves as Independent Director of a Shanghai listed public company and as Director in two other private companies in China. Positions previously held by Mr. Wang include Managing Director of Beijing based Orient Century Securities Investment Consultation, Senior Advisor to the Chairman and CEO of Guangxi Yuchai Machinery Company Ltd and China Yuchai International (a NYSE listed company), Deputy Director of Fund Management Department of Stock Exchange Executive Council (SEEC, Beijing), and Trader in Forex Funding Department of CITIC Industrial Bank. Wang Jie graduated from Concordia University in Montreal, Canada with a MBA degree and from the People’s University of China in Beijing of China with BA economics. He also studied in the programs and received certificates of Chinese Securities Course for Independent Directors at the Securities Association of China/School of Economics and Management, Tsinghua University in Beijing, and the Canadian Securities Course at the Canadian Securities Institute in Toronto of Canada.
Peng Jin. Mr. Jin is the founder and CEO of Shanghai Dingbiao Internet Technology Co., Ltd. He also found Shanghai Sihan Culture Communication Co., Ltd. in 2006. The Company was sold to a third party in 2007. Previous positions of Mr. Jin included Vice President of Shanda Corporation, and Deputy Director of Shanda Family Strategy. Mr. Jin earned his PhD from School of International Relations and Public Affairs, Fudan University in Shanghai, China.
Qing Ren. Mr. Ren, is currently the Vice Chairman of China Enterprises National Energy Group, a position he has held since 2007. He served as director of KaiRong National Trading Ltd. and Vice President of Hong Kong MingHua Electronic Ltd. Mr. Ren graduated from University of British Columbia with BA in economics.
Leslie Lou. Mr. Lou has over 30 years of experience in business operation and management. Since 2002, he has been consultant director for Group Fame International Limited (GFI) and GFI Korea, which is in the Chartered Private aircraft business in Asia. Prior to joining GFI, he was Operations Manager for TSI Manufacturing LLC (HK) Limited, Managing Director of Advanced Technology Production Limited (ATP)- Hong Kong, Operations Manager for Esprit Systems (Hong Kong) Limited and Hazeltine Corporation. Mr. Lou has earned a MBA in Marketing from New York University, New York.
Committees of the Board of Directors
On Nov. 24, 2008, Mr. Bernard Chan, Mr. Jie Wang, Mr. Peng Jin, Mr. Qing Ren and Mr. Leslie Lou have been appointed as independent directors of the Board of Directors of K's Media (the "Company") for a term commencing on Nov. 24, 2008, and expiring at the Company's next Annual Meeting of Stockholders.
The Company has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.
The Audit Committee composed of three independent directors: Mr. Bernard Chan, Mr. Jie Wang and Mr. Qing Ren; the Compensation Committee composed of two independent directors: Mr. Bernard Chan and Mr. Jie Wang, and the Nominating and Corporate Governance Committee composed of three independent directors: Mr. Bernard Chan, Mr. Jie Wang and Mr. Qing Ren.
Code of Ethics
We adopted a code of ethics that applies to all of our employees, including our principal executive officer, principal financial officer, and principal accounting officer, and the members of our board of directors. We expect all of our officers, directors, and employees to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities, to comply with all applicable laws, rules, and regulations, to deter wrongdoing, and abide by the policies and procedures we have adopted. Any waiver of the code of ethics for any director or executive officer may be made only by our board of directors. If we make any substantive amendments to the code of ethics or grant any waiver from a provision of the code of ethics to any executive officer or director, we will promptly file a current report on Form 8-K disclosing the amendment or waiver or disclose the nature of the amendment or waiver on our website, or both.
A copy of our code of ethics is filed as an exhibit to this Annual Report on Form 10-K.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Based on information available to us during fiscal year 2010, we believe that all applicable Section 16(a) filing requirements were met.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to our Chief Executive Officer and those executive officers that earned in excess of $100,000 during fiscal years ended April 30, 2010 and 2009 (collectively, the “Named Executive Officers”):
SUMMARY COMPENSATION TABLE
(1)
Mr. Zhuang resigned as our President/Chief Executive Officer effective as of May 7, 2009.
(2)
Mr. Pang was appointed as our President/Chief Executive Officer effective as of May 7, 2009 and resigned as our President/Chief Executive Officer as of Feb.1, 2010.
STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED APRIL 30,
The following table sets forth information as at April 30, 2009 relating to options that have been granted to the Named Executive Officer:
The following table sets forth information relating to compensation paid to our directors during fiscal year ended April 30, 2010:
DIRECTOR COMPENSATION TABLE
Name
Fees
Earned
or
Paid in
Cash
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive
Plan
Compensation
($) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
All
Other
Compensation
($)
Total
($)
(1)
Mr. Ke Wang resigned as our President/Chief Executive Officer effective as of March 15, 2010.
(2)
Mr. Zhuang resigned as our President/Chief Executive Officer effective as of May 7, 2009.
On April 2, 2009, we filed K’s Media 2009 Stock Incentive Plan. This information is incorporated by reference into this Annual Report on Form 10-K.
EMPLOYMENT AND CONSULTING AGREEMENTS
As of the date of this Annual Report, we have entered into employment agreement with Mr. Andy Pang for a term of 39 months effective October 1, 2008. This agreement has been terminated as of Feb.1, 2010. We have not entered into any contractual agreements with our other executive officers or directors.
Indemnification of Officers and Directors
Under our Bylaws, we are permitted to indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee, or agent of the Company, or is or was serving at our request as a director, officer, employee, or agent of another entity or organization, against expenses and damages actually and reasonably incurred in connection with such action, suit, or proceeding. This indemnification is available only if the person seeking indemnification acted in good faith and in a manner reasonably believed to be in or not opposed to our best interests, and with respect to any criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. Similarly, we must indemnify such persons in connection with any action or suit brought by or in the right of the Company to procure a judgment in the Company’s favor, provided that no indemnification may be made for any claim to which the person is determined to be liable for gross negligence or willful misconduct in the performance of his or her duties to the Company, unless a court determines the person should be entitled to indemnification. The indemnification provisions in our Bylaws are not meant to be exclusive of rights our directors and officers may have to indemnification under applicable law, including under the corporate laws of the state of Nevada, our state of incorporation.
Our Bylaws also provide that we may purchase and maintain insurance on behalf of any persons who are or were a director, officer, employee, or agent, or was serving at our request in such capacity, against any liability arising in connection with such position, whether or not we have the power to indemnify that person. We do not currently maintain any such policies, but we may purchase them in the future.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding beneficial ownership of our common stock as of the date of this report by (i) each person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of our common stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group. As of August 1, 2010, we had 33,466,167 shares of common stock outstanding, which excludes 89,250,000 shares of our common stock held pursuant to the Escrow Agreement and subject to issuance. Unless otherwise provided below, addresses for each shareholder is Rm.1909,Tower A, The Spaces International Center.No.8,Dongdaqiao Road, Chaoyang District, Beijing, China. Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. The information below excludes 89,250,000 shares held in escrow subject to the Escrow Agreement executed in connection with the January 2008 share exchange, described under “Business - Background and Business of the Company” above.
(1)
Includes 900,000 shares of common stock held by Protégé Capital Limited, Room 810, Tower C2, Oriental Plaza, 1 East Chang An Avenue, Beijing China. Ke Wang is the majority shareholder of Protégé Capital Limited.
(2)
Address is 5A-56, No. 21 Lane, WuYi Garden, TongZhou, Beijing, China.
(3)
The address of such stockholder is Room A506, Tian Yuan Apartment, Jian Gong Xi Li, Xuan Wu District, Beijing, P.R. China.
(4)
The address of such stockholder is Room F, 1st Floor, Building No. 4, Xi Meng Peng Yuan, No. 2 Bei Jia Di Road, Feng Tai District, Beijing, China.
(5)
The address of such stockholder is Blk B, 251 Des Veoux Road West, Sai Ying Pun, Hong Kong.
(6)
The address of such stockholder is Room 2302, 23/F, Carnival Commercial Building, 18 Java Road, North Point, Hong Kong.
(7)
The address of such stockholder is Room 1610, 16/F Wellborne Commercial Center, 8 Java Road, North Point, Hong Kong.
(8)
The address of such stockholder is Flt B, 19/F TungHip Commercial Building, 244-252 Des Voeux Road, Central, Hong Kong.
(9)
The address of such stockholder is 3-3-502 PuAnli, FengTai, Beijing, China.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Ke Wang and James Wei were shareholders of Orient Come, our wholly-owned subsidiary, prior to the closing of the January 2008 share exchange transaction, and in their capacity of shareholders of Orient Come received no share of our common stock pursuant to the share exchange. Ke Wang and James Wei currently serve as directors and officers of Orient Come. James Wei is also a shareholder and officer of the Chinese Advertisement Company.
QingYa Wang may receive up to 2,625,000 shares of the Company's Common Stock under the Escrow Agreement executed in connection with the share exchange transaction. QingYa Wang is the founder, vice general manager and financial controller of Shine MultiMedia Co., Ltd. A critical component of our marketing and distribution to KTV clubs is our partnership with Shine under the Service Agreement. Ms. Wang has over 20 years extensive and deep experience in business management and marketing in the area of information technology, telecom, and media business. Ms. Wang has been general manager for several companies in the last 20 years. Ms. Wang founded Shine in 2001 and currently serves as Vice General Manager and Financial Controller of Shine. Ms. Wang holds a Bachelor of History from Beijing University and was honored of the Master of business administration (MBA) from Beijing University of Posts and Telecommunications in 2006. QingYa Wang is currently served as manager of the Chinese Advertisement Company.
None of our directors are considered independent as independence is defined by the Marketplace Rules of The NASDAQ Stock Market.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
During fiscal 2010, we incurred approximately $______ in fees to our principal independent accountant: Michael T. Studer, CPA P.C. for professional services rendered in connection with the audit of our financial statements for fiscal 2010. We incurred approximately $40,000 in fees to our previous principal independent accountant: Goldman Parks Kurland Mohidin LLP for professional services rendered in connection with the audit of our financial statements for fiscal 2009 and for the review of our financial statements for the quarter ended January 31, 2010.
During fiscal 2009, we incurred approximately $40,000 in fees to our previous principal independent accountants: Goldman Parks Kurland Mohidin LLP for professional services rendered in connection with the audit of our financial statements for fiscal 2009.
During fiscal year ended April 30, 2010, we did not incur any other fees for professional services rendered by our principal independent accountant for all other non-audit services which may include, but is not limited to, tax-related services, actuarial services or valuation services.
PART IV
ITEM 15.
ITEM 15. EXHIBITS.
(a) Financial Statements and Schedules.
The financial statements are set forth under Item 8 of this Annual Report on Form 10-K.
(b) Exhibit Listing
See the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, as of August 15, 2010.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of August 15, 2010.
Signature
Title
/s/ James Wei
James Wei Chairman and Director
/s/ Jake Wei
Jake Wei Chief Financial Officer and Director
EXHIBIT INDEX
* Filed herewith.