UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Schedule 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a party other than the Registrant ¨

Check the appropriate box:

Commission file number 000-33067

Payment of Filing Fee (Check the appropriate box):

CHINA YOUTH MEDIA, INC.
4143 Glencoe Avenue
Marina Del Rey, California 90292

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

MIDWEST ENERGY EMISSIONS CORP.

500 W. Wilson Bridge Rd, Suite 140

Worthington, Ohio 43085

____________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SHAREHOLDERS

TO BE HELD ON JUNE 19, 2009NOVEMBER 18, 2014

To the Stockholders:

          PLEASE TAKE NOTICE____________

TO THE SHAREHOLDERS:

You are hereby notified that the Annual Meeting of Stockholders (the “Annual Meeting”)Shareholders of China Youth Media, Inc.Midwest Energy Emissions Corp., a Delaware corporation (the “Company”), will be held at the Energy & Environmental Research Center, 15 N. 23rd St., Grand Forks, North Dakota 58202, on June 19, 2009,Tuesday, November 18, 2014, at 2:10:00 p.m.a.m., local time, at Holiday Inn – At the Pier, 120 Colorado Avenue, Santa Monica, California 90401,Central Time, for the following purposes:

Only shareholders of record at the close of business on October 17, 2014 will be entitled to notice of, and to vote at, the meeting or any adjournment thereof.

***

IMPORTANT NOTICE***
Regarding Internet Availability of Proxy Materials
for the Annual Meeting to be held on June 19, 2009.
The Proxy Statement, Form of Proxy and Annual Report to security holders are available at
www.chinayouthmedia.com/en/investor-relations

CHINA YOUTH MEDIA, INC.

NOTICE REGARDING THE AVAILABILITY OF PROXY STATEMENT
MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS
SHAREHOLDERS TO BE HELD ON JUNE 19, 2009
_____________________________

INTRODUCTIONNOVEMBER 18, 2014:

This Proxy Statementproxy statement and the Company’s 2013 annual report to shareholders are also available at http://www.midwestemissions.com/meeting-access/

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE URGED TO VOTE BY TELEPHONE OR THE INTERNET OR TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE TO ENSURE THAT THEIR SHARES ARE REPRESENTED AT THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.

MIDWEST ENERGY EMISSIONS CORP

500 W. Wilson Bridge Rd, Suite 140

Worthington, Ohio 43085

____________________

PROXY STATEMENT

____________________

This proxy statement is being furnished to stockholders of China Youth Media, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies by and on behalf of the Board of Directors of Midwest Energy Emissions Corp., a Delaware corporation (the “Company”), for use at the Annual Meeting of Shareholders of the Company (the “Board of Directors”“Annual Meeting”) for use at an Annual Meeting of Stockholders of the Company to be held at the Energy & Environmental Research Center, 15 N. 23rd St., Grand Forks, North Dakota 58202, on June 19, 2009,Tuesday, November 18, 2014, at 2:10:00 p.m.a.m., local time, at Holiday Inn – At the Pier, 120 Colorado Avenue, Santa Monica, California 90401,Central Time, and at any adjournment thereof (the “Annual Meeting”).thereof.

 The Board has fixed

This proxy statement and accompanying notice and form of proxy are being mailed to shareholders on or about October 27, 2014. A copy of the close of business on May 14, 2009 as the record dateCompany’s Annual Report to Shareholders, including financial statements, for the determinationfiscal year December 31, 2013 (the “2013 fiscal year”) is enclosed with this proxy statement.

The presence of stockholders entitled to receive notice of, and voteany shareholder at the Annual Meeting (the “Record Date”). Accordingly, only stockholders of record on the books of the Company at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, the Company had outstanding approximately 157,346,672 shares of Common Stock, par value $0.001 per share (the “Common Stock”) which are the only outstanding voting securities of the Company. On all matters, each share of Common Stock is entitled to one vote.

          The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, officers, directors and other employees of the Company may solicit proxies by personal contact, telephone, facsimile or other electronic means without additional compensation. This Proxy Statement and the accompanying proxy card are first being mailed to stockholders on or about May 29, 2009.

          Proxies in the accompanying form which are properly executed, duly returned and not revoked, will be voted in accordance with the instructions thereon. If no instructions are indicated thereon, proxies will be voted FOR all matters listed in the Notice of Annual Meeting of Stockholders and in accordance with the discretion of the person(s) voting the proxies with respect to all other matters properly presented at the Annual Meeting. Execution of a proxy will not prevent a stockholder from attending the Annual Meeting and voting in person.operate to revoke his proxy. Any stockholder giving a proxy may revoke itbe revoked, at any time before it is votedexercised, in open meeting, or by deliveringgiving notice to the Secretary of the Company written notice of revocationin writing, or by filing a duly executed proxy bearing a later date than the proxy, by delivering a later-dated proxy, or by voting in person at the Annual Meeting. Attendance at the Annual Meeting will not, in anddate.

The holders of itself, constitute revoca tion of a proxy. The holdersshares of a majority of the shares of Common Stockcommon stock outstanding and entitled to vote as ofon the Record Date,record date, present in person or represented by proxy, shall constitute a quorum for the transaction of business to be considered at the Annual Meeting. A pluralityBroker non-votes and abstaining votes will be counted as “present” for purposes of determining whether a quorum has been achieved at the meeting, but will not be counted in favor of or against any director nominee. The voting standards for each of the other known matters to be considered at the meeting are set forth within the proposals.

If the enclosed proxy is executed and returned to the Company, the persons named therein will vote the shares represented by it at the Annual Meeting. The proxy permits specification of a vote for the election of directors, or the withholding of authority to vote in the election of directors, or the withholding of authority to vote for one or more specified nominees and a vote for, against or abstain on the other proposals described in this proxy statement. Where a choice is specified in the proxy, the shares of common stock represented thereby will be voted in accordance with such specification. If no specification is made, such shares will be voted to elect as directors the nominees set forth herein under “Election of Directors” and FOR the other proposals (for one year on the say-on-pay frequency proposal) included in this proxy.

The close of business on October 17, 2014 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. As of October 17, 2014, the Company’s outstanding voting securities consisted of 40,228,123 shares of common stock, with par value of $0.001, each of which is entitled to one vote on all matters to be presented to the shareholders at the Annual Meeting.

VOTING PROCEDURES

If you are a record holder:

If you are a “street name” holder:

ANNUAL REPORT; INTERNET AVAILABILITY

A copy of our Annual Report to Shareholders for the year ended December 31, 2013 is enclosed with this Proxy Statement. Additional, this proxy Statement and our Annual Report to Shareholders for the year ended December 31, 2013 are available at http://www.midwestemissions.com/meeting-access/.

PROPOSAL 1: ELECTION OF DIRECTORS

At the Annual Meeting, shares represented by proxies will be voted, unless otherwise specified in such proxies, for the election of the five nominees to the Board of Directors named in this proxy statement and the enclosed proxy. These nominees were selected by the Board of Directors and will, if elected, serve as directors of the Company until the next Annual Meeting of the shareholders and until their successors are elected and qualified or until their earlier removal or resignation. All of the nominees are currently members of the Board of Directors and all nominees have consented to be nominated and to serve if elected. If, for any reason, any one or more nominees become unavailable for election, it is expected that proxies will be voted for the election of such substitute nominees as may be designated by the Board of Directors. The director nominees who receive the greatest number of affirmative votes castwill be elected.

Nominees to serve for the One-Year Term expiring in 2015:

The Board of Directors recommends that the Shareholders vote FOR the nominees.

In addition to the professional and occupational experience described above for each nominee, the Board has concluded that the skills, qualifications, experiences and attributes described below make the nominees persons who should serve as directors:

Johnny F. Norris, Jr. – Mr. Norris has decades of demonstrated experience at the senior executive level. He has an industry-proven ability in successfully building new services companies. Mr. Norris has many years of significant public company experience, and has been instrumental in managing over a dozen successful mergers and acquisitions in his career. His experience includes both COO and CEO positions at mid-size companies, as well as senior executive positions in major corporations with direct operational responsibility of tens of billions of dollars in assets, billions of dollars in annual revenues, and over 8,000 employees.

Richard A. MacPherson – Mr. MacPherson has worked with industry leading scientists and engineers to bring the Company’s technology from the R&D phase, through multiple product development stages, to the final commercialization phase, acting as the lead on all required initiatives and activities.

Jay Rifkin – Mr. Rifkin is a successful media executive who founded Mojo Music, Inc., a music publishing company, in 1995 and has been President since it was founded. Mr. Rifkin has served as Producer and Executive Producer on various motion pictures and is also a music producer, engineer and songwriter. From 1988 to 2004, Mr. Rifkin, through Mojo Music, Inc., served as a Managing Member of Media Ventures, LLC, an entertainment cooperative founded by Mr. Rifkin and composer Hans Zimmer. In 1995 Mr. Rifkin founded Mojo Records, LLC, which in 1996 became a joint venture with Universal Records, and was subsequently sold to Zomba/BMG Records in 2001.

R. Alan Kelley – Mr. Kelley has many years of extensive public company experience as well as demonstrated success in multiple “turnarounds” of underperforming businesses. In addition, Mr. Kelley has international experience in developing and implementing return-on-investment regulatory structures. Mr. Kelley was Chairman of the Association of Edison Illuminating Companies Generation Committee, whose members represent over half of the generating facilities nationally and Chairman of the Mid-America Interconnected Network Regional Reliability Council. He is a former member of the Board of Directors of the North American Electric Reliability Council.

Christopher Greenberg – Mr. Greenberg is a dedicated and technically-skilled business professional with a versatile skill set developed through experience as an entrepreneur, business developer and community leader. Currently Mr. Greenberg is the CEO of Global Safety Network and owner of Express Employment Professionals (Grand Forks, Fargo, Minot, North Dakota, Aberdeen and Watertown, South Dakota and Tampa, Florida). A highly-experienced Operations Executive who has demonstrated the ability to lead diverse teams of professionals to new levels of success in a variety of highly-competitive industries, cutting-edge markets, and fast-paced environments. Mr. Greenberg has strong technical and business qualifications with an impressive track record of more than 19 years of hands-on experience in strategic planning, business unit development, project and product management, and proprietary software development. He also has the proven ability to successfully analyze an organization’s critical business requirements, identify deficiencies and potential opportunities, and develop innovative and cost-effective solutions for enhancing competitiveness, increasing revenues, and improving customer service offerings.

Board Leadership

The Board does not have a formal policy regarding the separation of the roles of CEO and Chairman of the Board as the Board believes it is in the best interest of the Company and our shareholders to make that determination based on the position and direction of the Company and the membership of the Board. At this time, the Board has determined that separating the role of Chairman from the role of CEO is in the best interest of the Company and our shareholders. This structure permits our President and CEO to devote more time to focus on the strategic direction and management of our day-to-day operations. Currently the Board has one independent director, Mr. Greenberg.

Board’s Role in Risk Oversight

It is management’s responsibility to manage risk and bring to the Board of Directors’ attention the most material risks to the Company. The Board of Directors has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company. The full Board regularly reviews enterprise-wide risk management, which includes treasury risks, financial and accounting risks, legal and compliance risks and other risk management functions. The full Board considers risks related to the attraction and retention of talent and related to the design of compensation programs tailored to the specific needs of the Company. The full Board considers strategic risks and opportunities and receives reports from management on risk.

Board of Directors Structure

The Board of Directors has determined that Christopher Greenberg is an “independent director” as defined by the listing standards of The NASDAQ Stock Market.

The full Board of Directors acts as an Audit Committee and a Compensation Committee. In addition, the Company’s Board of Directors does not have a Nominating Committee. The Board of Directors as a whole functions as the Nominating Committee due to the relatively small size of the Board and the smaller market capitalization of the Company. Therefore, the Board does not have any committee charters.

The full Board of Directors acts as the Audit Committee and approves the Company’s retention of independent auditors and pre-approves any audit or non-audit services performed by them. It reviews with such accountants the arrangements for, and the scope of, the audit to be conducted by them. It also reviews with the independent accountants and with management the results of audits and various other financial and accounting matters affecting the Company.

The Board of Directors acts as the Compensation Committee and administers the Company’s compensation, benefits and the Company’s 2014 Equity Incentive Plan. Our policies and overall compensation practices for all employees do not create risks that are reasonably likely to have a material adverse effect on the Company. In addition, incentive compensation (in the past generally in the form of stock options) is not designed to create, and does not create, risks that are reasonably likely to have a material adverse effect on the Company. Recommendations regarding compensation of officers (other than the CEO) are made to the full Board by our CEO. The Board of Directors can exercise its discretion in modifying any amount presented by our CEO. During fiscal 2013 the Board of Directors did not retain the services of a compensation consultant.

The Board of Directors met 14 times during the 2013. Each director currently serving on the Board attended 75% or more of the meetings held during such year by the Board. The Company encourages the attendance of all directors at the Company’s annual meeting of shareholders.

Nominations for Director are made by the Board of Directors as a whole. The Board determines the desired skills and characteristics for directors as well as the composition of the Board of Directors as a whole. This assessment considers the directors’ qualifications and independence, as well as diversity, age, skill and experience in the context of the needs of the Board of Directors. At a minimum, directors should share the values of the Company and should possess the following characteristics: high personal and professional integrity; the ability to exercise sound business judgment; an inquiring mind; and the time available to devote to Board of Directors’ activities and the willingness to do so. The Board does not have a formal policy specifically focusing on the consideration of diversity; however, diversity is one of the many factors that the Board considers when identifying candidates. In addition to the foregoing considerations, generally with respect to nominees recommended by shareholders, the Board will evaluate such recommended nominees considering the additional information regarding the nominees provided to the Board. When seeking candidates for the Board of Directors, the Board may solicit suggestions from incumbent directors, management and third-party search firms. Ultimately, the Board will recommend prospective nominees who the Board believes will be effective, in conjunction with the other members of the Board of Directors, in collectively serving the long-term interests of the Company’s shareholders. The Board will review any candidate recommended by shareholders of the Company in light of its criteria for selection of new directors. See “2015 Stockholder Proposals or Nominations.”

PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF SCHNEIDER DOWNS & CO., INC.

The full Board of Directors act as the Audit Committee. The Board currently anticipates appointing Schneider Downs & Co., Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2014. For fiscal year 2013, Schneider Downs was engaged by us to audit our annual financial statements. Representatives of Schneider Downs are expected to be present at the Annual Meeting, and will have an opportunity to make a statement if they so desire and will be requiredavailable to respond to appropriate questions.

The Board seeks an indication from shareholders of their approval or disapproval of the anticipated appointment of Schneider Downs as the Company’s independent registered public accounting firm for the election2014 fiscal year. The submission of directors. Approval of amendmentsthis matter for approval by shareholders is not legally required, however, the Board believes that the submission is an opportunity for the shareholders to provide feedback to the Stock Plan and ratificationBoard on an important issue of corporate governance. If the shareholders do not approve the appointment of Tarvaran Askelson &Schneider Downs, the appointment of the Company’s independent registered public accounting firm will be re-evaluated by the Board but will not require the Board to appoint a different accounting firm. If the shareholders approve the appointment of Schneider Downs, the Board in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company LLPand its shareholders. Approval of the proposal to ratify the selection of Schneider Downs as the Company'sour independent registered public accountantsaccounting firm requires the affirmative vote of a majority of the votes cast at such meeting. If a stockholder,shares of common stock present in person or represented by proxy abstainsand entitled to be voted on any matter, the stockholder's sharesproposal at the Annual Meeting. Abstentions will have the same effect as votes against the proposal. Broker non-votes will not be considered shares of common stock present and entitled to vote on the proposal and will not have a positive or negative effect on the outcome of this proposal, however, there should be no broker non-votes on this proposal because brokers have the discretion to vote uninstructed common shares on this proposal.

The Board of Directors recommends that the Shareholders vote FOR Proposal 2.

PROPOSAL 3: AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF COMMON STOCK

Background

On October 9, 2014, our Board of Directors unanimously approved, subject to shareholder approval, an amendment to our Certificate of Incorporation (“Amendment”). The Board of Directors recommends that the shareholders approve the Amendment to increase from 102,000,000 to 152,000,000 the number of the Company’s authorized shares. The Company currently has authorized 100,000,000 shares of common stock and 2,000,000 shares of preferred stock, 40,228,123 shares of common stock issued and outstanding and 55,323,441 shares of common stock are reserved for issuance upon conversion of notes or exercise of warrants and options as of October 17, 2014. No preferred stock is issued or outstanding as of October 17, 2014. The Board believes that the increase of 50,000,000 in the number of shares of common stock authorized would provide the Company greater flexibility with respect to the Company’s capital structure for such purposes as issuing stock options, additional equity financing, and stock-based acquisitions. The Board of Directors also directed that the Amendment be submitted for approval by the Company’s shareholders as required by Delaware law. A copy of the proposed amendment is included in this proxy statement as Appendix A.

The Board of Directors recommends that the shareholders vote FOR Proposal 3.

Summary

The terms of the additional shares of common stock will be identical to those of the currently outstanding shares of common stock. However, because holders of common stock have no preemptive rights to purchase or subscribe for any unissued stock of the Company, any future issuance of additional shares of common stock will reduce the current shareholders’ percentage ownership interest in the total outstanding shares of common stock. This amendment and the creation of additional shares of authorized common stock will not alter the current number of issued shares. The relative rights and limitations of the shares of common stock will remain unchanged under this amendment.

As of October 17, 2014, a total of 40,228,123 shares of the Company’s currently authorized 100,000,000 shares of common stock are issued and outstanding and 55,323,441 are reserved for issuance upon conversion of notes or exercise of warrants, options and other contractual obligations. The increase in the number of authorized shares of common stock would enable the Company to issue shares from time to time as may be required for proper business purposes, such as issuing stock options, raising additional capital for ongoing operations, business and asset acquisitions, stock splits and dividends, present and future employee benefit programs and other proper corporate purposes.

As of October 17, 2014, in addition to the 40,228,123 shares of common stock outstanding, there are 55,323,441 shares of common stock reserved for issuance upon conversion of notes or exercise of warrants, options and other contractual obligations, and an additional 4,448,436 shares of common stock unreserved and available for issuance. If the amendment to the Certificate of Incorporation is adopted, 54,448,436 shares of common stock would be authorized, unissued and unreserved. The proposed increase in the authorized number of shares of common stock could have a number of effects on the Company’s shareholders depending upon the exact nature and circumstances of any future issuances of authorized but unissued shares. The Securities and Exchange Commission requires the Company to discuss how an increase in authorized shares could be used to make it more difficult to effect a change in control of the Company. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares could be issued by the Company so as to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company, even if the persons seeking to obtain control of the Company offer an above-market premium that is favored by a majority of the independent shareholders. Similarly, the issuance of additional shares to certain persons allied with the Company’s management could have the effect of making it more difficult to remove the Company’s current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. The Company does not have any other provisions in its Certificate of Incorporation or Bylaws that have material anti-takeover consequences. Additionally, the Company has no plans or proposals to adopt other provisions, or enter into other arrangements, that may have material anti-takeover consequences. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this proposal is not being presented with the intent that it be utilized as a type of anti-takeover device. While the Company has no present plans for the issuance of additional shares of common stock, it desires to have such shares available for future issuances as the business need may arise.

Vote Required for Approval

Approval of this amendment to the Certificate of Incorporation requires approval by a majority of the outstanding shares of common stock. As a result, any shares not voted on such matter. Thus, an(whether by abstention from voting on a matter hasor otherwise) will have the same legal effect as a vote “against”against the proposal. Brokers will have discretionary authority to vote on this proposal, so broker non-votes will not apply to this proposal.

PROPOSAL 4: APPROVAL OF THE 2014 EQUITY INCENTIVE PLAN, AS AMENDED

Background

The 2014 Equity Incentive Plan, as amended (the “EIP”), was first approved by the Board of Directors on January 10, 2014. The number of shares of the Company’s common stock that may be issued under the EIP was originally 2,500,000 shares, subject to the adjustment for stock dividends, stock splits, recapitalizations and similar corporate events. On October 9, 2014 the Board of Directors approved an amendment to the EIP to increase by 5,000,000 the number of authorized shares of common stock that may be issued under the EIP to 7,500,000. EIP provides that it shall become effective following its adoption by the Board (which occurred on January 10, 2014 and October 9, 2014), subject to its approval by the Company’s shareholders within 12 months after such adoption by the Board of Directors to the extent then required under Section 422 or 424 of the Code or any other applicable law, or deemed necessary or advisable by the Board. This description of the EIP is subject to and qualified by a copy of the EIP (prior to the amendment to increase the shares available to 7,500,000), which is available at www.sec.gov as an exhibit to the Company’s Form 8-K filed with the SEC on January 16, 2014. This filing is also available through the Company’s website www.midwestemissions.com (see “Investors”, “SEC Filings”).

The Board of Directors recommends that the Company’s shareholders vote FOR Proposal 4.

Summary

Federal Tax Consequences

The following summary of the federal income tax consequences applicable to options awarded under the EIP is only a general summary of the applicable provisions of the Code and regulations promulgated thereunder as in effect on the date of this proxy statement. The actual federal, state, local and foreign tax consequences to the participant may vary depending upon his or her particular circumstances.

Incentive Stock Options

Issuance of an ISO does not cause recognition of taxable income to the participant and does not provide a deduction to the Company at the time it is granted or exercised. However, the excess of the fair market value of the shares acquired upon exercise of an ISO over the exercise price is an item of adjustment in computing the alternative minimum taxable income of the participant. If the participant holds the shares received as a result of an exercise of an ISO for at least two years from the date of the grant of the ISO and one year from the date of exercise, then any gain realized on disposition of the shares (generally the amount received in excess of the exercise price) is treated as a long-term capital gain.

If shares acquired on exercise of an ISO are disposed of before expiration of the holding periods described above (i.e., a “Disqualifying Disposition”), the participant will include in income, as compensation for the year of the Disqualifying Disposition, an amount equal to the excess, if any, of the fair market value of the shares on the date of exercise of the ISO over the exercise price (or, if less, the excess of the amount realized upon disposition over the exercise price). The gain or loss on the sale of shares acquired under an ISO will be either a long-term or a short-term capital gain and will depend on whether the participant has held the shares for more than one year. If a participant includes amounts in income upon a Disqualifying Disposition, the Company will be entitled to a deduction, in the year of such a disposition, for the amount includible in the participant’s income as compensation.

The participant’s basis in shares acquired upon exercise of an ISO is equal to the exercise price paid, plus any amount the participant includes in income as a result of a Disqualifying Disposition.

If an ISO is exercised by tendering previously owned shares of common stock, the following generally will apply: a number of new shares equal to the number of previously owned shares of common stock tendered will be considered to have been received in a tax-free exchange; the participant’s basis and holding period (except for the Disqualifying Disposition period) for such number of new shares of common stock will be equal to the basis and holding period of the previously owned common shares exchanged. To the extent that the number of shares of common stock received exceeds the number of shares of common stock surrendered, no taxable income will be realized by the participant at that time; such excess shares of common stock will be considered ISO stock with a zero basis; and the holding period of the participant in such shares of common stock will begin on the date such shares of common stock are transferred to the participant. If the shares of common stock surrendered were acquired as the result of the exercise of an ISO and the surrender takes place within two years from the date the ISO relating to the surrendered shares of common stock was granted, or within one year from the date of such exercise, the surrender will result in a Disqualifying Disposition and the participant will realize ordinary income at that time in the amount of the excess, if any, of the fair market value at the time of exercise of the shares of common stock surrendered over the basis of such shares of common stock. If any of the shares of common stock received are disposed of in a Disqualifying Disposition, the participant will be treated as first disposing of the shares of common stock with a zero basis.

Non-qualified Stock Options

The grant of a non-qualified stock option generally results in no recognition of taxable income to the participant or allowance of a deduction to the Company at the time it is granted. A participant exercising such an option will, at that time, recognize taxable income from compensation equal to the excess of the then market value of the shares over the aggregate exercise price. Subject to the applicable provisions of the Code, the Company will be allowed a deduction for federal income tax purposes in the year of exercise in an amount equal to the taxable income recognized by the participant.

The participant’s basis in shares acquired upon exercise of a non-qualified option is equal to the sum of the exercise price plus the amount includible in his or her income upon exercise. Any gain or loss upon subsequent disposition of the shares of common stock will be a long-term or short-term gain or loss, depending upon the holding period of the shares of common stock.

If a non-qualified option is exercised by tendering previously owned shares of common stock, the following generally will apply: a number of new shares of common stock equal to the number of previously owned shares tendered will be considered to have been received in a tax-free exchange; and the participant’s basis and holding period for such number of new shares of common stock will be equal to the basis and holding period of the previously owned shares of common stock exchanged. The participant will have compensation income equal to the fair market value on the date of exercise of the number of new shares of common stock received in excess of such number of exchanged shares of common stock; the participant’s basis in such excess shares of common stock will be equal to the amount of such compensation income; and the holding period in such shares of common stock will begin on the date of exercise.

Restricted Shares

A participant will not recognize any taxable income upon the grant of restricted stock unless the participant makes a voluntary election to recognize income at grant under Section 83(b) of the Code. Upon the expiration of a restriction period for restricted stock, whether such period lapses due to the satisfaction of certain pre-established performance criteria or due solely to the lapse of time, the participant will recognize compensation income and the Company will be entitled to a deduction equal to the value of the restricted stock that the participant receives.

Vote Required for Approval

The affirmative vote of a majority of the votes cast in person or by proxy by shareholders represented and entitled to vote at the Annual Meeting of Shareholders is required for approval of the EIP. Broker non-votes will not be treated as votes cast and will not have a positive or negative effect on the outcome of the proposal. Abstentions will be treated as votes cast and, consequently, will have the same effect as votes against the proposal.

PROPOSAL 5: SAY-ON-PAY

Pursuant to the requirements of the Dodd-Frank Act, the Company provides its shareholders with the opportunity to cast an advisory non-binding vote to approve the compensation of its Named Executive Officers as disclosed pursuant to the SEC’s compensation disclosure rules (a “say-on-pay proposal”). The Company believes that it is appropriate to seek the views of shareholders on the design and effectiveness of the Company’s executive compensation program.

The Company’s goal for its executive compensation program is to attract, motivate, and retain a talented, entrepreneurial and creative team of executives who will provide leadership for the Company’s success in competitive markets. The Company seeks to accomplish this goal in a way that rewards performance and is aligned with its shareholders’ long-term interests.

The Board recommends that shareholders vote for the following resolution:

Because the vote is advisory, it will not be binding upon the Board. The Board values the opinions of our shareholders and will take into account the outcome of the vote when considering future executive compensation arrangements.

The affirmative vote of a majority of the shares of common stock present or represented by proxy and voting at the annual meeting will constitute approval of this non-binding resolution. Abstentions will have the same effect as votes against the proposal. Broker non-votes will not be considered shares of common stock present and entitled to vote on this proposal and will not have a positive or negative effect on the outcome of the proposal.

The Board of Directors recommends that the shareholders vote FOR Proposal 5.

PROPOSAL 6: SAY ON PAY FREQUENCY

Rules mandated by the Dodd-Frank Act also require the Company to seek a non-binding advisory shareholder vote every six years regarding the frequency (annually, every other year, or every three years) at which the Company will ask its shareholders to provide the advisory vote on executive compensation.

After careful consideration, the Board recommends that future advisory votes on executive compensation occur every year because the Board believes it is important to hear from its shareholders frequently regarding its compensation practices and philosophy.

As an advisory vote this proposal is non-binding. The Board values the opinions of our shareholders and understands that executive compensation is an important matter, even thoughand they will consider the stockholderoutcome of the vote when making future decisions on the frequency of the Company’s executive compensation advisory votes.

Shareholders may interpret such action differently.cast their votes in favor of one year, two years or three years or abstain from voting on the proposal. The choice selected by the greatest number of votes will be deemed the shareholders’ choice on the frequency of the Company’s executive compensation advisory vote. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

PRINCIPAL STOCKHOLDERS AND

The Board of Directors recommends that the shareholders vote for ONE YEAR on Proposal 6.

AUDIT COMMITTEE REPORT

The full Board of Directors act as the Audit Committee. In this report, references to the Committee shall be deemed references to the full Board of Directors. Only one director, Mr. Greenberg, is independent under the Sarbanes-Oxley Act. The Committee’s responsibilities include oversight of the Company’s independent auditors as well as oversight of management’s conduct in the Company’s financial reporting process. The Committee also approves the Company’s retention of independent auditors and pre-approves any audit or non-audit services performed by them. Management is responsible for the Company’s internal controls and the financial reporting process. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing a report thereon. For fiscal 2013, the Committee has met and discussed with management and the independent auditors the fair and complete presentation of the Company’s financial statements. The Committee has also discussed and reviewed with the independent auditors all communications required by GAAP, including those described in Auditing Standards No. 16, “Communication with Audit Committees”, as adopted by the PCAOB. The Committee has discussed significant accounting policies applied in the financial statements, as well as alternative treatments. Management has represented that the consolidated financial statements have been prepared in accordance with GAAP. The Company’s independent auditors also provided to the Committee the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communication with the Committee concerning independence. The Committee discussed with the independent auditors their firm’s independence.

Based on the Committee’s discussion with Management and the independent auditors and the report of the independent auditors to the Committee, the Board of Directors included the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 for filing with the Securities and Exchange Commission.

Johnny F. Norris, Jr 

Richard A. MacPherson 

Jay Rifkin 

R. Alan Kelley 

Christopher Greenberg

INDEPENDENT AUDITOR FEES

The aggregate audit fees billed to the Company by the Company’s independent auditors, Schneider Downs & Co., Inc., were $62,000 for the year ended December 31, 2013 and $60,000 for the year ended December 31, 2012. Fees billed for professional services rendered in connection with the preparation of our tax returns and other tax compliance services were $11,400 and $10,275 for the years ended December 31, 2013 and December 31, 2012, respectively. There were no audit-related or other fees paid to our independent auditors for the years ended December 31, 2013 and December 31, 2012.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of the Record Date, with respect toregarding the beneficial ownership of theour common shares as of September 1, 2014, by: (a) our directors and nominees for election as directors; (b) each other person who is known by us to own beneficially more than 5% of our outstanding common stock by (i) any holdershares; (c) the executive officers named in the Summary Compensation Table; and (d) all of more than five (5%) percent; (ii) each of the namedour executive officers and directors; and (iii) our directors and named executive officers as a group. Except as otherwise indicated, eachThe percentages in the table are calculated on the basis of the stockholders listed below has sole voting and investment power overamount of outstanding securities plus securities deemed outstanding pursuant to Rule 13d-3(d)(1) under the shares beneficially owned.Exchange Act.

According to the Schedule 13D, the Reporting Persons have shared voting and dispositive power of the 22,660,600 shares set forth above. The address for the Reporting Persons is 15 River Road, Suite 230, Wilton CT, 06897.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth for each of the Company’s last two fiscal years the compensation for the Company’s Principal Executive Officer and each of the Company’s other two most highly compensated officers: 

ELECTION OF DIRECTORS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

 A Board of Directors consisting of five members is to be elected by the stockholders, to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualify.

          Unless authority is withheld, it is intended that proxies will be voted for the election of the five nominees below, all of whom are currently serving as directors. The Board of Directors does not contemplate that any of these nominees will be unable or will decline to serve. However, if any of them is unable or declines to serve, the persons named in the accompanying proxy may vote for another person or persons in their discretion.

The following table sets forth certain information with respect toabout the five nominees for election to the Boardnumber of Directors.

          Noneunexercised nonqualified stock options and unearned stock awards held as of the directors and officers is related to any other director or officer of the Company.

          Set forth below are brief accounts of the business experience during the past five years ofDecember 31, 2013 by each director and executive officernamed in the Summary Compensation Table. There were no stock options exercised during fiscal 2013.

Unexercised Options and Stock Grants

Retirement and Savings Plan - 401(k)

Since November 1, 2011, the Company has maintained a Retirement and Savings Plan under IRS Code Section 401(k) (“the 401(k) Plan”). The 401(k) Plan allows eligible employees to defer a portion of their compensation before federal income tax to a qualified trust. All employees who are at least 21 years of age are eligible to participate in the 401(k) Plan. The participants may choose from nineteen investment options for the investment of their deferred compensation. In addition, the Company matches 100% of each participant’s salary deferral, for the first 4% of their salary, with a cash contribution. For the year ended December 31, 2013, the Company contributed $16,200 to the 401(k) Plan.

Director Compensation

Directors who are also employees of the Company do not receive additional compensation as directors. On January 10, 2012, the Company agreed to a consulting agreement with Eastern Emissions Consultants Incorporated (“EECI”), a firm that Richard A. MacPherson is the controlling principal and each significant employeePresident. The contracts calls for monthly payments of the Company.

Jay Rifkin, Chief Executive Officer, Principal Financial Officer and Director. Mr. Rifkin has been our Chief Executive Officer since September 30, 2005$15,000 to EECI, was effective as of November 1, 2011 and has been a memberterm of our Board of Directors since March 26, 2006.  From 2004 to Present, Mr. Rifkin has been the sole Managing Member of Rebel Holdings, LLC.  In 1995, Mr. Rifkin founded Mojo Music, Inc., a music publishing company, and he has been President of Mojo Music, Inc. since it was founded. Mr. Rifkin has served as Producer and Executive Producer on various motion pictures and is also a music producer, engineer and songwriter. Mr. Rifkin received a Grammy Awardthree years. The Company paid EECI, $180,000 for Best Children's Album and an American Music Award for Favorite Pop/Rock Album for his work on Disney's "The Lion King," and received a Tony nomination for "The Lion King" on Broadway. From 1988 to 2004, Mr. Rifkin, through Mojo Music, Inc., served as a Managing Member of Media Ventures, LLC, an entertainment cooperative founded by Mr. Rifkin and composer Hans Zimmer. In 1995, Mr. Rifkin founded Mojo Records, LLC, which in 1996 became a joint venture with Universal Records, and was subsequently sold to Zomba/BMG Records in 2001.

William B. Horne, Director. Mr. Horne has been a member of our Board of Directors since July 20, 2005. From July 20, 2005 to April 20, 2007, Mr. Horne was our Chief Financial Officer. From September 30, 2005 until December 29, 2005, Mr. Horne also served as our Chief Executive Officer and Chairman of our Board of Directors. Mr. Horne is currently the Chief Financial Officer of Physical Therapy Holdings, Inc.  From July 2005 until October 2008, Mr. Horne was Chief Financial Officer of Patient Safety Technologies, Inc., a public company quoted on the OTC Bulletin Board, and was Chief Executive Officer from January 2007 until May 2008.  From May 2002 to April 2005, Mr. Horne held the position of Chief Financial Officer and Member of Alaska Wireless Communications, a privately held advanced cellular communications company which was subsequently sold to General Comm unications Inc. (Nasdaq: GNCMA). Since January 2002, Mr. Horne has also provided strategic financial consulting services in 2012 and $30,000 for consulting services in 2013. $150,000 was unpaid as of December 31, 2013. No other compensation was paid to both private and public companies. From November 1996 to December 2001, Mr. Horne held the position of Chief Financial Officer of The Phoenix Partners, a venture capital limited partnership located in Seattle, Washington.

Alice M. Campbell, Director. Ms. Campbell has been a member of our Board of Directors since July 16, 2005. From June 23, 2005 until January 30, 2006, Ms. Campbell served as a director of IPEX, Inc., a public company quoted on the OTC Bulletin Board. Ms. Campbell served as a director of Patient Safety Technologies, Inc., a public company quoted on the OTC Bulletin Board, from October 22, 2004 until January 26, 2007. Since 2001, Ms. Campbell has been, and is currently, an investigator and consultant specializing in research and litigation services, financial investigations and computer forensics for major companies and law firms throughout the United States. Ms. Campbell is a certified fraud specialist, as well as a certified instructor for the Regional Training Center of the United States Internal Revenue Service and for the National Business Institute. From 1979 to 2001, Ms. Campbell served as a special agent for the United States Treasury Department where she conducted criminal investigations and worked closely with the United States Attorney's Office and with several federal agencies, including the Internal Revenue Service, Federal Bureau of Investigation, Secret Service, Customs Service, State Department, Drug Enforcement Agency, Bureau of Alcohol, Tobacco and Firearms and U.S. Postal Service.

Alan Morelli, Director. Mr. Morelli has been one of our directors since March 26, 2006.  Mr. Morelli is a consultant who has served as Managing Director of Analog Ventures, LLC, a consulting firm located in Pacific Palisades, California, since 1997. Mr. Morelli is also currently serving as a director of Physical Therapy Holdings, Inc. and Precise Exercise Equipment. Physical Therapy Holdings, Inc. develops tools for outpatient clinics. Precise developed innovative commercial fitness or rehabilitation technology used in health clubs and consumer equipment since 1994. Mr. Morelli received a B.S. from Rutgers University (1983) and a J.D. from Georgetown University Law Center (1986).

David M. Kaye, Director. Mr. Kaye has been one of our directors since March 26, 2006.  Mr. Kaye is an attorney and has been a partner in the law firm of Kaye Cooper Fiore Kay & Rosenberg, LLP, located in Florham Park, New Jersey, since the firm's inception in February 1996. Since 1980, Mr. Kaye has been a practicing attorney in the New York City metropolitan area specializing in corporate and securities matters. He is currently a director of Dionics, Inc., a company which designs, manufactures and sells semiconductor electronic products. Mr. Kaye received his B.A. from George Washington University (1976) and his J.D. from the Benjamin N. Cardozo School of Law, Yeshiva University (1979).

Audit Committeeyear ended December 31, 2013.

 The Audit Committee is appointed by the Board of Directors in fulfilling its responsibilities

2015 STOCKHOLDER PROPOSALS OR NOMINATIONS

Pursuant to oversee: (1) the integrity of our financial statements and disclosure controls; (2) the qualifications and independence of our independent accountants; (3) the performance of our independent accountants; and (4) compliance with legal and regulatory requirements. The Audit Committee presently consists of Alice M. Campbell and William B. Horne. Ms. Campbell is Chairwoman of the Audit Committee.  The Board has determined that Ms. Campbell and Mr. Horne are each an "audit committee financial expert" as definedRule 14a-8 under Item 407(d)(5) of Regulation S-K promulgated pursuant to the Securities Exchange Act of 1934, as amended.

Compensation Committee

amended, some stockholder proposals may be eligible for inclusion in the Company’s 2015 proxy statement. Any stockholder proposal under Rule 14a-8 must be submitted, along with proof of ownership of the Company’s stock in accordance with Rule 14a-8(b)(2), to the Company’s principal executive offices in care of the Company’s Secretary by letter to 500 W. Wilson Bridge Rd., Suite 140, Columbus, Ohio, 43085. Failure to deliver a proposal in accordance with this procedure may result in the proposal not being deemed timely received. The Compensation Committee is appointed byCompany must receive all submissions no later than the close of business (5:00 p.m. Eastern Time) on June 19, 2015. The Company encourages any stockholder interested in submitting a proposal to contact the Company’s Secretary in advance of this deadline to discuss the proposal, and stockholders may find it helpful to consult knowledgeable counsel with regard to the detailed requirements of applicable securities laws. Submitting a stockholder proposal does not guarantee that we will include it in the Company’s proxy statement. The Board of Directors to dischargereviews all stockholder proposals and will take appropriate action on such proposals. If the responsibilities2015 annual meeting is held more than 30 days from the anniversary of the 2014 Annual Meeting, the Company will make appropriate disclosure in a Form 10-Q setting forth the revised deadline for stockholder proposals pursuant to Rule 14a-8.

In addition, under the Company’s Bylaws, any stockholder who intends to nominate a candidate for election to the Board relatingor to compensationpropose any business at the Company’s 2015 annual meeting, other than precatory (non-binding) proposals presented under Rule 14a-8, must give notice to the Company’s Secretary between June 19, 2015 and the close of our executive officers.business on September 12, 2015. The Compensation Committee presently consistsnotice must include information specified in the Company’s Bylaws, including information concerning the nominee or proposal, as the case may be, and information about the stockholder’s ownership of, Alice M. Campbell, William B. Horne, Alan Morelli and David M. Kaye.  Ms. Campbellagreements related to, the Company’s stock. If the 2015 annual meeting is Chairwomanheld more than 30 days from the anniversary of the Compensation Committee.

Code2014 Annual Meeting, the stockholder must submit notice of Ethics

          We have adoptedany such nomination and of any such proposal that is not made pursuant to Rule 14a-8 by the later of the 60th day before the 2015 annual meeting or the 10th day following the day on which the date of such meeting is first publicly announced. The Company will not entertain any proposals or nominations at the annual meeting that do not meet the requirements set forth in the Company’s Bylaws. Also, if the stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Securities Exchange Act of 1934, as amended, the Company’s proxies may exercise discretionary voting authority under proxies that Company’s Board of Directors solicits to vote in accordance with their best judgment on any such stockholder proposal or nomination. The Bylaws are available on the SEC’s website attached as an exhibit to the Company’s Form 8-K filed with the SEC on October 16, 2014. To make a Code of Ethics and Business Conduct that appliessubmission or to our Chief Executive Officer and Chief Financial Officer, which is filed as Exhibit 14.1 to our annual report on Form 10-KSB for the fiscal year ended June 30, 2005.  Upon request we will provide to any person without charge a copy of our Code of Ethics. Any such requestthe Company’s Bylaws, stockholders should be madecontact the Company’s Secretary at the address listed above. Again, the Company encourages stockholders to Attn: Secretary, China Youth Media, Inc., 4143 Glencoe Avenue, Marina Del Rey, CA 90292.  We are in the process of buildingseek advice from knowledgeable counsel before submitting a website where our Code of Ethics will be available to investors.

Section 16(A) Beneficial Ownership Complianceproposal or a nomination.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires ourthe Company’s directors and executive officers, and persons who beneficially ownowners of more than ten percent of a registered class of our equity securitiesthe Company’s Common Shares (“10% stockholders”), to file with the SECSecurities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changechanges in ownership of common stock and otherCommon Shares of our equity securities. Officers,the Company. Executive officers, directors and greater than ten percent10% stockholders are required by SEC regulations to furnish usthe Company with copies of all Section 16(a) forms they file.file pursuant to Section 16(a).

 Based solely

To the Company’s knowledge, based on our review of the copies of any Section 16(a) forms received by us or written representations fromsuch reports furnished to the reporting persons, we believe thatCompany, and with respect to the fiscal year ended December 31, 2008, all the reporting persons complied with all applicable filing requirements, except that Jay Rifkin filed two reports late relating to two transactions and Dennis Pelino filed two reports late relating to three transactions.

Executive Compensation

          The following summary compensation tables set forth information concerning the annual and long-term compensation for services in all capacities to the Company for the years ended December 31, 2008 and, December 31, 2007, of those persons who were, at December 31, 2008 (i) the chief executive officer and (ii) the other most highly compensated executive officers of the Company, whose total compensation was in excess of $100,000 (the named executive officers):

Summary Compensation Table

Equity Awards

          The following table provides certain information concerning equity awards held by the named executive officers as of December 31, 2008.

Outstanding Equity Awards at December 31, 2008

Compensation of Directors

          During 2008, the Company did not compensate any of its directors in cash. The Chairperson of the Audit Committee is entitled to receive $6,000 annually paid in cash.  During 2008, the Company did not pay this amount. All directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties to the Company.  In addition, directors are eligible to receive restricted shares of common stock and stock options pursuant to our Stock Option and Restricted Stock Plan.

          The following table provides certain summary information concerning the compensation paid to directors, other than Jay Rifkin (our Chief Executive Officer), during 2008.  All compensation paid to Mr. Rifkin is set forth in the table under “Executive Compensation”.

Director Compensation

Employment Agreements with Executive Officers

          In connection with the acquisition of Rebel Crew Films, on December 29, 2005, we entered into an employment agreement with Jay Rifkin to employ Mr. Rifkin as our Chief Executive Officer effective as of September 30, 2005. The term of the employment continues for three years from September 30, 2005 and automatically renews for successive one-year terms unless either party delivers to the other party written notice of termination at least 30 days before the end of the then current term. Mr. Rifkin's base compensation in the first year of the term is $150,000, will increase at least 10% in the second year of the term and at least 10% more in the third year of the employment term. Mr. Rifkin was granted options to purchase 4,400,000 shares of common stock with an exercise price equal to the fair market value of the common stock on September 30, 2005 and vesting annually over a p eriod of three years from December 29, 2005. Mr. Rifkin is also eligible to receive shares of common stock and stock options from time to time and an annual bonus as determined by the Board of Directors. The agreement also contains customary provisions for disability, death, confidentiality, indemnification and non-competition. If Mr. Rifkin voluntarily terminates the agreement without good reason or if we terminate the agreement for cause, we must pay Mr. Rifkin all accrued compensation through the date of termination and provide life, accident and disability insurance, and health, dental and vision benefits to Mr. Rifkin and his dependents for a period of three months after termination. If we terminate the agreement without cause, if Mr. Rifkin terminates the agreement for good reason or if the agreement is terminated upon the death or disability of Mr. Rifkin, then we must pay Mr. Rifkin or his estate all unpaid compensation through the duration of the three-year employment term and must provide insurance and health benefits through the duration of such term. "Good Reason" is defined in the agreement as: (i) material breach of the agreement by us including, without limitation, any diminution in title, office, rights and privileges of Mr. Rifkin or failure to receive base salary payments on a timely basis; (ii) relocation of the principal place for Mr. Rifkin to provide his services to any location more than 20 miles away from 4143 Glencoe Ave, Marina Del Rey, CA 90292; (iii) failure to maintain in effect directors' and officers' liability insurance covering Mr. Rifkin; (iv) any assignment or transfer of any of our rights or obligations under the agreement; or (v) any change in control of our company including, without limitation, if Mr. Rifkin shall cease to own a majority of our outstanding voting securities.

Transactions with Management and Others

          Since January 1, 2008, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party: (i) in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years; and (ii) in which any director, executive officer, shareholder who beneficially owns 5% or more of our common stock or any member of their immediate family had or will have a direct or indirect material interest, except as follows:

          Our management believes that all of the below transactions were on terms at least as favorable as could have been obtained from unrelated third parties.

          During March 2008, the Company sold 10,000,000 shares of its common stock to Dennis Pelino, who is a managing member of both Year of the Golden Pig, LLC ("YGP LLC") and New China Media, LLC ("New China Media"), at a price of $0.03 per share, resulting in gross proceeds of $300,000.

          On June 2, 2008,the Company entered into a Content License Agreement with New China Media,YGP, LLCand TWK Holdings, LLC (“TWK”) (New China Media, YGP and TWK collectively referred to as “Content Providers”) providing for (i) the assignment by Content Providers and the assumption by the Company of certain rights of Content Providers for the territory of the People's Republic of China to use, transmit and publicly display via the Internet certain content; and (ii) the purchase by YGP, New China Media and TWK of 16,200 shares, 3,000 shares and 12,000 shares of Series A Convertible Preferred Stock of the Company for $16,200, $3,000 and $12,000, respectively.  On December 16, 2008, pursuant to a notice of conversion, New China Media and YGP agreed to convert the entire amount of their respective shares of Series A Convertible Preferr ed Stock of the Company into 3,000,000 and 16,200,000 shares of Common Stock, respectively. On January 8, 2009, the Content License Agreement was extended by an additional eight years for a total of ten years.  In connection with such extension, the Company agreed to issue to New China Media 4,000,000 shares of the Company's Common Stock for $4,000.

          Effective on June 10, 2008, the Company's subsidiary, Youth Media (Hong Kong) Limited, entered into a Cooperation Agreement (the “Cooperation Agreement”) with China Youth Net Technology (Beijing) Co., Ltd. (“CYN”), China Youth Interactive Cultural Media (Beijing) Co., Ltd. and China Youth Net Advertising Co. Ltd. pursuant to which the parties agreed to cooperate with each other to develop, build and operate a fully managed video and audio distribution network based on, including but not limited to, the China Education and Research Network, the broadband network infrastructure built in schools, universities and other education institutions.  In conjunction with the Cooperation Agreement, the Company agreed to issue an aggregate of 71,020 shares of its Series A Convertible Preferred Stock to designees of CYN.

          On August 29, 2008, the Company entered into a subscription agreement with YGP LLC, pursuant to which the Company sold 2.5 Units, with each Unit consisting of a $100,000 principal amount of a 12% Convertible Promissory Note due three years from its issuance and 350,000 Common Stock Purchase Warrants, with each Warrant entitling the holder thereof to purchase at any time beginning from the date of issuance through five years thereafter one share of Common Stock at a price of $0.09 per share.  The subscription agreement with YGP, LLC provided the Company with $250,000 in gross proceeds.  Pursuant to the subscription agreement with YGP, LLC, the Company issued 875,000 Purchase Warrants. 

          On September 10, 2008, the Company, on the one hand, and Jay Rifkin, the Company's President and Chief Executive Officer, and Rebel Holdings, LLC (“Rebel Holdings”), of which Mr. Rifkin is the sole managing member, on the other hand, entered into a Loan Consolidation and Amendment to Security Agreement (the “Loan Consolidation Agreement”), effective as of July 1, 2008. Pursuant to the Loan Consolidation Agreement, the parties agreed to consolidate various outstanding loans made to the Company by Jay Rifkin and Rebel Holdings (some of which are due and payable on demand), and other amounts incurred by or due to Mr. Rifkin, in each case through June 30, 2008, into one convertible promissory note payable to Rebel Holdings in the principal amount of $2,078,047, with a maturity date of July 1, 2010 and interest at the prime rate (the “Consolidated Note”). The Consolidated Note is comprised of a $556,3 07 secured convertible note owed to Rebel Holdings (the “Rebel Holdings Note”) that accrued simple interest at the rate of 4.5%; $1,063,000 loaned to the Company by Mr. Rifkin from December 2005 to December 2007; $82,000 loaned to the Company by Mr. Rifkin from January 15, 2008 to February 15, 2008; and $376,740 in other accrued amounts owed to Mr. Rifkin.

          The Consolidated Note provides that the principal amount thereof shall, at the option of Rebel Holdings, be convertible at a conversion price equal to the lesser of, or more favorable to Rebel Holdings, of the following (i) $0.03 per share of Common Stock (which represents the offering price of the Company's Common Stock in its most recently completed equity financing transaction) provided a notice of conversion is submitted no later than 45 days after September 10, 2008, or (ii) the then current offering terms for any bona fide pending offering of the Company, provided a notice of conversion pursuant thereto is submitted no later than 30 days following the completion of the offering, and contains such other terms and conditions as set forth therein. Pursuant to a notice of conversion provided within the allowable time period, Rebel Holdings converted the entire principal amount outstanding under the Consolidated Note into 69 ,268,233 shares of Common Stock.

          On September 30, 2008, the Company entered into a subscription agreement with Mojo Music, Inc. ("Mojo Music"), of which Jay Rifkin, the Company's President and Chief Executive Officer, is the sole managing member, in which the Company sold 1.5 Units, with each Unit consisting of a $100,000 principal amount of a 12% Convertible Promissory Note due three years from its issuance and 350,000 Common Stock Purchase Warrants, with each Warrant entitling the holder thereof to purchase at any time beginning from the date of issuance through five years thereafter one share of Common Stock at a price of $0.09 per share subject to the Company's filing of a certificate of amendment to its certificate of incorporation increasing the number of its available shares for issuance.  The subscription agreement with Mojo Music provided the Company with $150,000 in gross proceeds. Pursuant to the subscription agreement with Moj o Music, the Company issued 525,000 Purchase Warrants. 

          On July 13, 2006, William Horne, the Company's former Chief Financial Officer and Director, loaned the Company $5,000. As consideration for the loan, the Company issued Mr. Horne a demand promissory note (the “July 06 Note”) at a rate equal to the prime rate published in The Wall Street Journal from time to time, and currently 8.25%, to the date of payment in full. Pursuant to the terms of a Conversion and Note Termination Agreement dated July 1, 2008, by and between Mr. Horne and the Company (the “Conversion Note”), the entire principal amount outstanding and all interest accrued from inception of the July 06 Note through the date of the Conversion Note, totaling approximately $813, and other various amounts owed to Mr. Horne totaling approximately $1,231, will be converted into 234,789 shares of Common Stock (the “Conversion Shares”). The conversion of the note was based upon a common stock val ue of $0.03 per share, which represented the offering price of the Company's Common Stock in its most recently completed equity financing transaction on the date of the Conversion Note. As of the Record Date, the Conversion Shares had not been issued.

          See “Approval of Amendments to the Stock Option and Restricted Stock Plan” below for information on stock options cancelled and granted to officers and directors, in May 2009.

Material Proceedings

There arerepresentations that no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

Director Independence

          Our board of directors currently consists of five members.  They are Jay Rifkin, William B. Horne, Alice M. Campbell, Alan Morelli and David M. Kaye.  Other than Mr. Rifkin, all of the other directors are independent directors.  We have determined their independence using the definition of independence set forth in Nasdaq Marketplace Rule 4200(a)(15).

Additional Information

          During the year ended December 31, 2008, the Board of Directors of the Company held three formal meetings. In addition, the Board of Directors took action by unanimous written consent and met informally on other occasions during the period. Each of the incumbent directors was in attendance at all meetings of the Board of Directors during 2008. Each of the Audit Committee and Compensation Committee held no formal meetings during 2008 but met informally on other occasions during the period.

          The Board considers recommendations for director nominees from a wide variety of sources, including business contacts and members of management. The Board will also consider stockholder recommendations for director nominees that are properly received in accordance with applicable rules and regulations of the Securities and Exchange Commission. The Board believes that all of its directors should have the highest personal integrity and have a record of exceptional ability and judgment. The Board also believes that its directors should ideally reflect a mix of experience and other qualifications. There is no firm requirement of minimum qualifications or skills that candidates must possess. The Board evaluates director candidates based on a number of qualifications, including but not limited to their judgment, leadership ability, expertise in the industry, experience developing and analyzing business strategies, and, for incumbent dir ectors, his or her past performance. The Board initially evaluates a prospective nominee on the basis of his or her resume and other background information that has been made available to them. The Board will not evaluate director candidates recommended by stockholders differently than director candidates recommended from other sources. A member of the Board will contact for further review those candidates who they believes are qualified, who may fulfill a specific Board need and who would otherwise best make a contribution to the Board.

APPROVAL OF AMENDMENTS TO THE STOCK OPTION AND RESTRICTED STOCK PLAN

Background

          Effective July 20, 2005, the Board of Directors approved our 2005 Stock Option and Restricted Stock Plan (the “Stock Plan”) which was approved by the stockholders on July 14, 2006.  Under the Stock Plan, we can issue restricted shares of common stock, options to purchase shares of common stock (both incentive stock options and non-incentive stock options) and warrants to purchase shares of common stock to employees, directors and consultants.  The number of shares subject to the Stock Plan may not exceed 15,000,000 shares.  The Stock Plan is administered by our Compensation Committee.

          On May 6, 2009, the Board of Directors adopted, subject to stockholder approval, certain amendments to the Stock Plan. The affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting isreports were required, to approve it. The amendments to the Stock Plan are as follows:

• Increase the number of shares subject to the Stock Plan from 15,000,000 shares to 50,000,000 shares; and
• Permit options awarded under the Stock Plan to be exercised in various ways other than by payment in cash.

          As of December 31, 2008, there were options outstanding to acquire 7,533,333 shares of common stock, leaving 8,016,667 options available for future grant. On May 11, 2009, the Board of Directors took the following action effective immediately, subject to stockholder approval of the amendments to the Stock Plan described herein:

• With the consent of Jay Rifkin, the Company's President and Chief Executive Officer, the Company canceled options held by him to purchase 4,400,000 shares of common stock, exercisable at $0.85 per share, and granted Mr. Rifkin options to purchase 3,750,000 shares of common stock with an exercise price of $0.13 per share which stock options vest fully on the date of grant. In addition, the Company granted Mr. Rifkin options to purchase 20,000,000 shares of the Company's common stock with an exercise price of $0.13 per share, which stock options shall vest annually over a period of four years from the date of grant.

• With the consent of each of the Company's four non-employee directors, the Company cancelled options held by such directors to purchase an aggregate of 1,450,000 shares of common stock, exercisable at prices ranging from $0.25 to $1.50 per share, and granted options to such four directors to purchase an aggregate of 1,200,000 shares of common stock, with an exercise price of $0.13 per share, which stock options vest fully on the date of grant. In addition, the Company granted each of the four directors options to purchase 2,000,000 shares each with an exercise price of $0.13 per share, which stock options shall vest annually over a period of four years from the date of grant.

• The Company granted to three employees options to purchase an aggregate of 7,000,000 shares of common stock with an exercise price of $0.13 per share. A portion of these stock options were vested on the date of grant with the remaining amount vesting over a period of four years from the date of grant.

Recommendation of the Board of Directors

          The Board of Directors believes that it is in the Company's best interests to amend the Stock Plan to provide for an increase in the aggregate number of shares of common stock that may be used for awards under the Stock Plan and permit options awarded under the Stock Plan to be exercised in various ways other than by payment in cash. The Board of Directors believes that this proposed increase in the total number of shares available for awards under the Stock Plan is necessary insofar that the current number of shares available under the Stock Plan is not sufficient to allow the recent options granted as described above to be exercised. In addition, the Board believes that this proposed increase in the total number of shares available for awards under the Stock Plan is necessary to ensure that a sufficient number of shares will be available to fund our compensation programs in the future. Therefore, if our stockholders do not approve these amendments, we will experience a shortfall of shares available for issuance under the Stock Plan and prevent us from providing flexibility to recipients of stock options in the way options can be exercised, all of which we believe will adversely affect our ability to attract, retain and reward employees, directors and consultants who contribute to our long term success.

Summary of the Stock Plan

          The following summary of the Stock Plan, as amended by the amendments described herein, is qualified in its entirety by the specific language of the Stock Plan. A copy of the full text of the amendment to the Stock Plan is attached hereto as Exhibit A.  A copy of the Stock Plan will be made available without charge to any person upon his or her written request, which request should be directed to the Company at 4143 Glencoe Avenue, Marina Del Rey, CA 90292.

Purpose. The purpose of the Plan is to advance the interests of the Company by providing key employees of the Company who have substantial responsibility for the direction and management of the Company, as well as certain directors, employees and consultants with additional incentives to exert their best efforts to increase their proprietary interest in the success of the Company, to reward outstanding performance, and to attract and retain persons of outstanding ability.

Authorization. The Plan provides for the issuance of a maximum of 15,000,000 shares of Common Stock, which may be issued as restricted shares of Common Stock, options to purchase shares of Common Stock (including non-qualified stock options and also incentive stock options (ISOs) and warrants to purchase shares of Common Stock. If stockholder approval to the plan amendments is obtained, 50,000,000 shares will be authorized for issuance under the Stock Plan.

Administration. The Plan is administered by a Committee of the Board of Directors comprised of at least two members of the Board. The Committee interprets the Plan and, to the extent and in the manner contemplated in the Plan, exercises the discretion reserved to it in the Plan.

Participants. The Committee determines and designates those employees, directors and consultants of the Company who are eligible to participate in the Plan. The Committee also determines the number of options, warrants and shares of restricted stock to be awarded to each participant.

Award Agreements. All options, warrants and restricted stock granted under the Plan are evidenced by an agreement. Agreements evidencing awards made to different participants or at different times need not contain similar provisions.

Terms of options and warrants. Stock options and warrants are granted under the Plan at a price not less than the prevailing market value at the time of grant and will have realizable value only if the Company's stock price increases. The Committee determines the amount and features of the stock options and warrants, if any, to be awarded to participants.

Exercise of options and warrants. Options and warrants are exercisable at a price equal to the fair market value of the shares at the time the option or warrant is granted, provided, however, that the exercise price of any option that is intended to be treated as an ISO and that is granted to a holder of 10% or more of the Company's shares may not be less than 110% of such current fair market value. For purposes of the Plan, the fair market value of the shares as of any date is the average of the high and low trading prices of the shares on that date. Full payment for shares purchased pursuant to an option or warrant shall be made at the time of exercising the option or warrant in whole or in part. If stockholder approval to the plan amendments is obtained, payment of the exercise price shall be made in the manner set forth in the award agreement, which unless otherwise provided by the Committee, may include: (i) in cash or by cash equivalent acceptable to the Committee, (ii) by payment in shares of Common Stock underlying the Stock Option being exercised valued at the fair market value of such shares on the date of exercise, (iii) to the extent permitted by law, through an open-market, broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price, (iv) by a combination of the methods described above or (v) by such other method as may be approved by the Committee and set forth in the award agreement.

Awards of Restricted Stock. Each award of restricted stock contains a vesting schedule, which sets forth the times at which the participant will acquire a nonforfeitable right to the shares awarded to him or her.

Amendment and termination. The Board of Directors may amend or alter, suspend or discontinue the Plan at any time. While the Board may seek shareholder approval of an action modifying a provision of the Plan when deemed advisable, the Board may make certain modifications without shareholder approval. The Plan will terminate ten years from the date of its adoption by the Board.

Federal tax consequences of the Plan. The following is a summary of certain federal income tax consequences of transactions under the Plan based on current federal income tax laws. This summary is not intended to be exhaustive and does not describe state, local, or other tax consequences.

          Non-qualified stock options and warrants. The grant of a non-qualified stock option or a warrant under the Plan will not result in the recognition of taxable income to the participant or in a deduction to the Company. In general, upon exercise, a participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares of common stock purchased over the exercise price. The Company is required to withhold tax on the amount of income so recognized, and is entitled to a tax deduction equal to the amount of such income. Gain or loss upon a subsequent sale of any shares of common stock received upon the exercise of a non-qualified stock option or a warrant is taxed as capital gain or loss (long-term or short-term, depending upon the holding period of the stock sold) to the participant.

          Incentive stock options. Generally, neither the grant nor the exercise of an incentive stock option will result in the recognition of taxable income by the participant. Rather, when the participant disposes of stock acquired upon exercise of an ISO, the participant will recognize income in the amount of the excess of the amount realized upon disposition (if any) over the exercise price. This special tax treatment is available only if the participant does not dispose of the stock acquired upon the exercise of the ISO before the later of the first anniversary of the date of exercise or the second anniversary of the date of the grant of the option. A disposition before that time is referred to as a "disqualifying disposition." If a participant effects a disqualifying disposition, he or she will generally have income taxable at ordinary rates equal to the excess of the fair market value of the stock on the date of exercise over the exercise price and income taxable at capital gains rates on any amount realized on disposition in excess of the fair market value of the stock on the date of exercise. The Company is generally not entitled to any deduction in connection with the issuance or exercise of an ISO. If, however, a participant effects a disqualifying disposition, the Company will be entitled to a deduction in an amount equal to the amount of income recognized by the participant that is taxable at ordinary income rates.

          Restricted Stock. The grant of an award of restricted stock will not result in the recognition of taxable income or in a deduction for the Company. Instead, when a participant becomes vested in shares of restricted stock, the participant generally will recognize income taxable at ordinary income rates in an amount equal to the fair market value of the stock on the date of vesting, and the Company will be entitled to a corresponding deduction. A participant may, however, make an election to include in income at the time of grant the fair market value of the restricted stock by making an election under section 83(b) of the Code within 30 days of the award of restricted stock. The Company will be entitled to a corresponding deduction. If the participant subsequently forfeits shares of restricted stock, he or she may not be entitled to claim a deduction or a loss.

New Plan Benefits – The Stock Plan

          The following table shows, to the extent determinable, the benefits or amounts that will be received by or allocated to the listed individuals and groups for the 2009 calendar year under the Stock Plan, subject to stockholder approval of the amendments to the Stock Plan.

          Except as set forth above, we cannot now determine the number or type of awards to be granted in the future because such awards are to be made in the discretion of the Compensation Committee.

          THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENTS TO THE STOCK PLAN.

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

          The Company has appointed Tarvaran Askelson & Company, LLP as its independent registered public accountants for 2009. Tarvaran Askelson & Company, LLP has audited the financial statements of the Company since 2007. It is expected that a representative of such firm will be present at the Annual Meeting, with the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions. The Board of Directors recommends that the stockholders ratify the appointment of Tarvaran Askelson & Company, LLP, as the Company's independent registered public accountants by voting for this proposal.

Audit Fees

          The aggregate fees billed for professional services rendered by our principal accountants for the audit of our financial statements, for the reviews of the financial statements included in our annual report on Form 10-K, and for other services normally provided in connection with statutory filings were $40,000 and $90,000 for the years ended December 31, 2008 and December 31, 2007, respectively.

Audit-Related Fees

          We did not incur any fees for the years ended December 31, 2008 and December 31, 2007, respectively, for professional services rendered by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and not included in "Audit Fees." 

All Other Fees

          During the year ended 2008, we received additional professional services in the amount of $8,500 rendered by our principal accountants in connection with the preparation of our tax returns and other tax compliance services.

Audit Committee Pre-Approval Policies and Procedures

          Our Audit Committee was formed during the year ended December 31, 2005.  2013, all Section 16(a) filing requirements applicable to its executive officers, directors and 10% stockholders were complied with.

EXPENSES OF SOLICITATION

The fees for audit services were approvedcost of the solicitation of proxies will be borne by our chief executive officer and the full board approved the financial statements filed on Forms 10-Q and 10-K.  Management is required to periodically reportCompany. In addition to the Audit Committee regardinguse of the extentmail, proxies may be solicited by regular employees of services providedthe Company, either personally or by telephone. The Company does not expect to pay any compensation for the independent auditor.

MISCELLANEOUS INFORMATION

Stockholders' Proposalssolicitation of proxies, but it may reimburse brokers and other persons holding shares in their names or in the names of nominees for their expenses in sending proxy materials to beneficial owners and obtaining proxies from such owners.

 Any stockholder who wishes

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

Shareholders may communicate with Board members by addressing a letter to present a proposalthe Secretary of the Company at 500 W. Wilson Bridge Rd., Suite 140, Columbus, Ohio 43085.

OTHER MATTERS

The Board of Directors is not aware of any matter to be presented for action at the next Annual Meeting of Stockholders and who wishes to have it set forthother than that shown in the proxy statement and identified in the form of proxy prepared by management must notify management of the Company so that such notice is received by management at its principal executive offices at 4143 Glencoe Avenue, Marina Del Rey, CA 90292 by January 31, 2010 and is in such form as is required under the rules and regulations promulgated by the Securities and Exchange Commission.

Stockholder Communications with the Board of Directors

          Historically, we have not adopted a formal processthis document. Should any other matters be properly presented for stockholder communications with the Board of Directors. Nevertheless, every effort is made to ensure that the Board or individual directors, as applicable, hear the views of stockholders and that appropriate responses are provided to stockholders in a timely manner. Any matter intended for the Board of Directors, or for any individual member or members of the Board, should be directed to our Secretary, at the Company's address with a request to forward the same to the intended recipient.

Director Attendance Policy

          The Company does not have a policy with regard to board members' attendance at annual meetings of stockholders.

Other Business

          The Board of Directors knows of no other business to be presentedaction at the Annual Meeting, but if otherthe enclosed proxy confers upon the proxy holders named therein the authority to vote on such matters properly do come before the meeting, it is intended that the persons named in the accompanying proxy will vote the shares for which they hold proxies in accordance with their judgment.

Annual Report

          The Company's Annual Report for the year ended December 31, 2008 is being delivered to the Company's stockholders with this Proxy Statement. Such report is not to be considered part of the soliciting material.

Appendix A

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

MIDWEST ENERGY EMISSIONS CORP.

We, the undersigned, President and Secretary, respectively, of Midwest Energy Emissions Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DO HEREBY CERTIFY:

FIRST: The Corporation is currently authorized to issue two classes of stock. The total number of shares of stock of each class which the Corporation is authorized to issue and the par value of each share of each class of stock are as follows:

SECOND: That at a meeting of the Board of Directors of Midwest Energy Emissions Corp. held on October 9, 2014, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “Fourth” so that, as amended, said Article shall be and read as follows:

FOURTH: The Corporation is authorized to issue two classes of stock. One class of stock shall be Common Stock, par value $0.001 per share. The second class of stock shall be Preferred Stock, par value $0.001 per share. The Preferred Stock, or any series thereof, shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of the Board of Directors, provided that the matter in which such facts shall operate upon such designations, preferences, rights and qualifications; limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such stock by the Board of Directors.

The total number of shares of stock of each class which the Corporation shall have authority to issue and the par value of each share of each class of stock are as follows:

THIRD: That thereafter, pursuant to resolution of its Board of Directors, a meeting of the stockholders of said Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

FOURTH: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed this _____ day of _____________, 2014. 

EXHIBIT A

Its: Secretary

AMENDMENT TO
CHINA YOUTH MEDIA, INC.
2005 STOCK OPTION AND RESTRICTED STOCK PLAN

          Pursuant to Section 14 of the China Youth Media, Inc. 2005 Stock Option and Restricted Stock Plan (the “Plan”), the Board of Directors, hereby adopts the following amendments to the Plan (all capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan):

          Section 3 of the Plan is hereby amended to read in full as follows:

          “3.          SHARES SUBJECT TO THE PLAN

          The shares subject to option, warrant grant and the other provisions of this Plan shall be shares of the Company's common stock, par value $0.001 per share (“shares”). Subject to the provisions hereof concerning adjustment, the maximum aggregate number of shares of common stock that may be issued under this Plan shall be fifty million (50,000,000) shares. Shares of common stock issued under the Plan may be either authorized but unissued shares or shares held in the Company's treasury.

          To the extent that any award involving the issuance of shares of common stock is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or other conditions of the award, or otherwise terminates without an issuance of shares of common stock being made thereunder, the shares of common stock covered thereby will no longer be counted against the maximum share limitations and may again be made subject to awards under the Plan pursuant to such limitations.”

          Section 7 of the Plan is hereby amended to read in full as follows:

          “7.          PAYMENT FOR SHARES

          Payment for shares acquired pursuant to an option or warrant shall be made in the manner set forth in the award agreement, which unless otherwise provided by the Committee, may include: (i) in cash or by cash equivalent acceptable to the Committee, (ii) by payment in shares of common stock underlying the option or warrant being exercised valued at the fair market value of such shares on the date of exercise, (iii) to the extent permitted by law, through an open-market, broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price, (iv) by a combination of the methods described above or (v) by such other method as may be approved by the Committee and set forth in the award agreement.”

          Except as amended hereby, the Plan shall remain in full force and effect.

          IN WITNESS WHEREOF, this Amendment has been adopted by the Company's Board of Directors this 6th day of May, 2009.