MICROELECTRONICS TECHNOLOGY 10-Q 2009 Q2 Quarterly report

UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	FOR THE QUARTERLY PERIOD ENDED December 31, 2008
	OR
[ ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to

Commission file number 333-130767

CHINA YOUTV CORP.

(Formerly Admax Resources, Inc.)

(Exact name of registrant as specified in its charter)

Nevada N/A

(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

10F, Section A, Building 1, Genertec International Center,

Chaoyang District, Beijing, China 100022

(Address of principal executive offices, including zip code.)

86.10.5921.2200

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

As of February 13, 2008, the Company had 30,060,000 shares of common stock outstanding.

The Registrant is a Shell Company. Yes [ ] No [X]

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PART I.

ITEM 1. - FINANCIAL STATEMENTS

China YouTV Corp.
(formerly Admax Resources Inc.)
(A Development Stage Company)
Balance Sheets
		December 31,		June 30,
(Expressed in U.S. Dollars)		2008		2008
		(Unaudited)		(Audited)
ASSETS
Current assets
Cash	$	12,268	$	24,484
Prepaid expenses		460		2,136
Total current assets and total assets	$	12,728	$	26,620
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	$	61,733	$	60,968
Due to related party		190,084		170,084
Total current liabilities and total liabilities		251,817		231,052
STOCKHOLDERS' EQUITY (DEFICIENCY)
Stockholders' Equity (Deficiency)
Preferred stock: $0.00001 par value;
authorized 1,000,000,000 shares,
issued and outstanding 0 and 0 shares, respectively		-		-
Common stock, $0.00001 par value;
authorized 1,000,000,000 shares,
issued and outstanding 30,060,000 shares		301		301
Additional paid-in capital		681,089		681,089
Deferred stock-based compensation		(52,500)		(188,750)
Accumulated deficit during the development stage		(867,979)		(697,072)
Total stockholders' equity (deficiency)		(239,089)		(204,432)
Total liabilities and stockholders' equity (deficiency)	$	12,728	$	26,620
(The accompanying notes are an integral part of these financial statements)

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China YouTV Corp.
(formerly Admax Resources Inc.)
(A Development Stage Company)
Statements of Operations
For the three months and six months ended December 31, 2008 and 2007 and for the period
from May 18, 2005 (Inception) to December 31, 2008
(Unaudited)
										Cumulative
										during the
										development
										stage (May 18,
		Three months ended December 31,				Six months ended December 31,				2005 to
(Expressed in U.S. Dollars)		2008		2007		2008		2007		December 31, 2008)
Revenue	$	-	$	-	$	-	$	-	$	-
Expenses
General and administrative		63,096		113,074		170,907		177,026		860,507
Impairment of mineral claim acquisition costs and
mineral claim exploration and carrying costs		-		-		-		-		7,794
		63,096		113,074		170,907		177,026		868,301
Operating loss		(63,096)		(113,074)		(170,907)		(177,026)		(868,301)
Other income
Interest income		-		-		-		-		322
Net loss	$	(63,096)	$	(113,074)	$	(170,907)	$	(177,026)	$	(867,979)
Net loss per share
Basic and diluted	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)
Number of common shares used to
compute loss per share
Basic and diluted		30,060,000		28,513,261		30,060,000		26,336,630
(The accompanying notes are an integral part of these financial statements)

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China YouTV Corp.
(formerly Admax Resources Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficiency)
For the period May 18, 2005 (Inception) to December 31, 2008
(Unaudited)
					Deficit
					Accumulated	Total
	Common Stock, $0.00001			Deferred	During the	Stockholders'
	Par Value		Additional	Stock-Based	Development	Equity
(Expressed in U.S. Dollars)	Shares	Amount	paid-in capital	Compensation	Stage	(Deficiency)
Common stock issued to two officers
and directors for cash on May 19, 2005
at a price of $0.000001 per share	10,000,000	$       100	$                  (90)	$                       -	$                     -	$               10
Net loss for the period ended June 30, 2005	-	-	-	-	(14,936)	(14,936)
Balance, June 30, 2005	10,000,000	100	(90)	-	(14,936)	(14,926)
Common stock issued for cash
on September 29, 2005 at a price of
$0.0025 per share	13,800,000	138	34,362	-	-	34,500
Net loss for the year ended June 30, 2006	-	-	-	-	(27,540)	(27,540)
Balance, June 30, 2006	23,800,000	238	34,272	-	(42,476)	(7,966)
Common stock contracted on March 10,
2007 to be issued for services to be rendered
from April 1, 2007 to September 30, 2008
(issued on July 1, 2007)	250,000	3	187,497	(187,500)	-	-
Common stock issued on June 22, 2007 for
consulting services rendered	100,000	1	44,679	-	-	44,680
Common stock issued on June 22, 2007 for
legal services rendered	10,000	-	4,500	-	-	4,500
Amortization of stock-based compensation	-	-	-	31,250	-	31,250
Net loss for the year ended June 30, 2007	-	-	-		(161,753)	(161,753)
Balance, June 30, 2007	24,160,000	242	270,948	(156,250)	(204,229)	(89,289)
Common stock issued on October 1, 2007 for
services to be rendered from October 1, 2007
to March 31, 2009	4,500,000	45	314,955	(315,000)	-	-
Common stock issued on March 4, 2008 for
investor relations services to be rendered
from March 1, 2008 to May 31, 2008	1,400,000	14	95,186	(95,200)	-	-
Amortization of stock-based compensation	-	-	-	377,700	-	377,700
Net loss for the year ended June 30, 2008	-	-	-	-	(492,843)	(492,843)
Balance, June 30, 2008	30,060,000	301	681,089	(188,750)	(697,072)	(204,432)
Amortization of stock-based compensation	-	-	-	136,250	-	136,250
Net loss for the six months ended
December 31, 2008	-	-	-	-	(170,907)	(170,907)
Balance, December 31, 2008	30,060,000	$       301	$           681,089	$           (52,500)	$        (867,979)	$    (239,089)
(The accompanying notes are an integral part of these financial statements)

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China YouTV Corp.
(formerly Admax Resources Inc.)
(A Development Stage Company)
Statements of Cash Flows
For the six months ended December 31, 2008 and 2007 and for the period
from May 18 (Inception) to December 31, 2008
(Unaudited)
						Cumulative
						during the
						development
						stage (May 18,
		Six months ended December 31,				2005 to
(Expressed in U.S. Dollars)		2008		2007		December 31, 2008)
Cash flows from (used in) operating activities
Net loss for the period	$	(170,907)	$	(177,026)	$	(867,979)
Adjustments to reconcile net income (loss) to net cash used for
operating activities:
Impairment of mineral property costs		-		-		6,033
Stock-based compensation		136,250		115,000		594,380
Changes in operating assets and liabilities:
Prepaid expenses		1,676		(4,218)		(460)
Accounts payable and accrued liabilities		765		6,916		61,733
Net cash used for operating activities		(32,216)		(59,328)		(206,293)
Cash flows from (used in) investing activities
Mineral claim acquisition costs incurred		-		-		(6,033)
Cash flows from (used in) investing activities		-		-		(6,033)
Cash flows from (used in) financing activities
Loans from related party		20,000		82,964		190,084
Proceeds from sales of common stock		-		-		34,510
Net cash provided by financing activities		20,000		82,964		224,594
Increase (decrease) in cash		(12,216)		23,636		12,268
Cash, beginning of period		24,484		7,922		-
Cash, end of period	$	12,268	$	31,558	$	12,268
Supplemental disclosure of cash flow information:
Interest paid	$	-	$	38	$	-
Income tax paid	$	-	$	-	$	-
(The accompanying notes are an integral part of these financial statements)

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CHINA YOUTV CORP.

(formerly ADMAX RESOURCES INC.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2008

(Unaudited)

Note 1 - Organization and Business Operations

China YouTV Corp. (the "Company") was incorporated in the State of Nevada on May 18, 2005 under the name Admax Resources Inc., which name was changed on February 9, 2007. From May 18, 2005 to March 15, 2007, the Company's business operations were limited to the acquisition of a mineral claim in British Columbia, Canada and the performance of a limited amount of exploration work. On March 16, 2007, the Company entered into a Joint Venture Agreement with Beijing Hua Ju Net Media Technology Co. Ltd. ("Hua Ju") for a term of 20 years to be organized in Beijing, People's Republic of China ("China"). The purpose of the Joint Venture is to conduct a video sharing website and other related internet interactive media businesses in China. See Note 3.

The Company is in the development stage and has not generated any revenues and has incurred losses of $867,979 since inception. At December 31, 2008, the Company had $12,268 cash and $251,817 in current liabilities. Further, the Company incurred a loss of $170,907 during the six months ended December 31, 2008. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. To meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms, if at all. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern.

Note 2 - Interim Financial Statements

The unaudited financial statements as of December 31, 2008 and for the three months and six months ended December 31, 2008 and 2007 and for the period May 18, 2005 (inception) to December 31, 2008 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of December 31, 2008 and the results of operations and cash flows for the periods ended December 31, 2008 and 2007. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited.  The results for the six months ended December 31, 2008 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending June 30, 2009.  The balance sheet at June 30, 2008 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations.  These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended June 30, 2008 as included in our report on Form 10-KSB.

Note 3 - Joint Venture with Beijing Hua Ju Net Media Technology Co. Ltd. ("Hua Ju")

Under the Joint Venture Agreement, the Company is to contribute RMB510,000 ($74,486) to the Joint Venture, is to own 51% of the joint venture company, is to appoint a majority of the seats on the board of directors, is to provide the required working capital for the Joint Venture, and is to be in charge of the Joint Venture’s accounting management. Hua Ju is to contribute RMB490,000 ($71,565) to the Joint Venture, is to own 49% of the joint venture company, is to appoint a minority of the seats on the board of directors, is to contribute its website (www.cnboo.com) and customer contracts to the Joint Venture, and is to be in charge of the Joint Venture’s daily operations for at least three years.

Also under the Joint Venture Agreement, the Company has agreed to issue 20,000,000 newly issued shares of its common stock to Hua Ju or its designee as additional consideration for entering into the agreement, in an offering intended to be exempt from registration under the Securities Act of 1933, as amended (the "Act"), pursuant to Regulation S promulgated pursuant to the Act.

On February 18, 2008, the Joint Venture license was approved by the regulatory authorities of the People's Republic of China ("PRC"). However, the required funding has not yet occurred and operations have not yet been transferred from Hua Ju to the Joint Venture. Upon satisfaction of these remaining conditions precedent to closing, the 20,000,000 shares of Company common stock will be delivered to Hua Ju's designee and the Company will expense the fair value of these incentive shares.

The President of the Company is also the President of Hua Ju.

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Note 4 - Due to Related Party

The due to related party liability is due the Company's former president and current significant stockholder, does not bear interest, and is due on demand.

Note 5 - Stockholders' Equity

On July 1, 2007, the Company issued a total of 250,000 shares of common stock to three consultants pursuant to a Consultancy Services Agreement dated March 10, 2007. Under this agreement, the consultants are to perform certain specified consulting services relating to an on-line video sharing business for a term of 18 months commencing April 1, 2007. The total consideration to be paid the consultants was 250,000 free trading shares of Company common stock (which was issued and delivered on July 1, 2007). The Company amortized the $187,500 estimated fair value of the 250,000 shares at March 10, 2007 ratably over the 18 month term of the agreement.

On October 1, 2007, the Company issued a total of 4,500,000 shares of common stock to five consultants pursuant to a Consultancy Services Agreement dated October 1, 2007. Under this agreement, the consultants are to perform certain specified consulting services relating to an on-line video sharing business for a term of 18 months commencing October 1, 2007. The total consideration to be paid the consultants was 4,500,000 free trading shares of Company common stock (which was issued and delivered on October 1, 2007). The Company is amortizing the $315,000 estimated fair value of the 4,500,000 shares at October 1, 2007 ratably over the 18 month term of the agreement.

On March 4, 2008, the Company issued 1,400,000 restricted shares of common stock as partial compensation for certain specified investor relations services for a period of 3 months commencing March 1, 2008. The Company amortized the $95,200 estimated fair value of the 1,400,000 restricted shares at March 4, 2008 rateably over the 3 month period.

The Company has not issued any stock options or other convertible securities.

Note 6 – Income Taxes

No provisions for income taxes have been recorded since the Company has incurred net losses since inception.

Deferred tax assets consist of:

	December 31,	June 30,
	2008	2008
Net operating loss carryforward	$    146,292	$    134,163
Less valuation allowance	(146,292)	(134,163)
Net	$               -	$               -

Based on management's present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $146,292 attributable to the future utilization of the $417,979 net operating loss carryforward as of December 31, 2008 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at December 31, 2008. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires in years 2025, 2026, 2027, 2028 and 2029 in the amounts of $14,936, $27,540, $130,503, $210,343 and $34,657 respectively.

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

The provision for benefit from income taxes differs from the amount computed by applying the statutory United States federal income tax rate to income (loss) before income taxes. The reconciliation is as follows:

	Six months ended
	December 31,
	2008	2007
Expected tax at 35%	$ (59,818)	$ (61,959)
Nondeductible stock-based compensation	47,688	40,250
Change in valuation allowance	12,130	21,709
Actual provision for income taxes	$           -	$           -

Note 7 - Commitments and Contingencies

On March 22, 2007, the British Columbia Securities Commission (the "Commission") sent the Company an Order for Production of certain documents and records. In August and September 2007, the Commission issued three Halt Trade Orders to the Company because the Commission claimed it became aware of unsolicited electronic mail (spam) promoting the Company's securities. The Company has responded to all inquires of the Commission and has advised the Commission that they were not involved in any way in the creation or dissemination of the spam, nor do they have any information as to its origin.

In April 2008, a legal action was brought by a third party against the Company alleging violations of the Pennsylvania Unsolicited Telecommunication Advertisement Act. The action, which sought total damages of approximately $7,100, was dismissed prior to June 30, 2008.

In July 2008, the Company received a letter from the attorney of an investor relations firm referred to in paragraph 3 of Note 5. The letter asserts that the Company is obligated to issue an additional 841,600 shares of common stock to the investor relations firm and failure to do so will result in legal action. The Company believes that it has meritorious defences to any legal action brought.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview of the Company's Business

We are a start-up, development stage company and have not yet generated or realized any substantial revenues from our business activities. We were incorporated in the State of Nevada on May 18, 2005. Initially, we acquired the right to conduct exploration activities on one property, but we did not own the property. The property consists of one mineral claim containing 622 acres located in the Similkameen region of British Columbia, Canada. We had intended to explore for gold on the property. We haven't found any commercially viable mineral deposit, or a reserve, yet. We do not plan to have further exploration on this property.

On March 16, 2007, we signed a Definitive Agreement with HuaJu NetMedia to set up a Joint Venture in China and set foot in the Chinese Internet video sharing field. The formation of the Joint Venture is in process. According to the Agreement, we own 51% of the Joint Venture company and will provide the required working capital for the Joint Venture. HuaJu will be in charge of the daily operation of the Joint Venture. HuaJu has agreed to conduct its video sharing business only through the Joint Venture, and has agreed to contribute its web site, www.CnBoo.com and customer contracts to the Joint Venture. On February 18, 2008, the Joint Venture license was approved by the regulatory authorities of the People's Republic of China (PRC). However, the results of operations of the Joint Venture are not consolidated on our books, since certain financial conditions of the Joint Venture Agreement have not been met and the assets of Hua Ju have not been transferred to the Joint Venture.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. We must raise cash from sources other than revenue from the Joint Venture operations. Our only other source for cash at this time is investment by related parties and others. The cash we raise may allow us to stay in business for at least one year. If able to attract sufficient capital, our success or failure will be determined by whether the Joint Ventures will be able to coordinate their activities and work together to provide integrated services to our customers.

Our officers and directors are unwilling to make any additional commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely or look for other opportunities. Other than as described in the preceding paragraphs, we have no other financing plans.

www.CnBoo.Com ("CnBoo") is the online video site belonging to the Joint Venture established by China YouTV Corp. and HuaJu. It is a video viewing site and social networking site that allows users to create their own profiles, post videos, and comment on each other's posts.

The CnBoo web site is similar to YouTube (www.YouTube.com), the No. 1 online video site in operation. Within less than 2 years, CnBoo already has over 1.2 million members and over 2 million pieces of original digital video (DV) shorts.

In order to increase membership and brand name awareness as well as moving the company towards sustained profitability, we have worked both on-line and off-line.

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On-line:

1. HuaJu has signed a series of agreements to enhance its on-line content for raising brand awareness and membership.

Travel

- Launched a video site of CCTV TV program Exploring High and Low;

- Launched value-added travel services together with ManGocity.com.

Entertainment & Events

- Sulake Corporation Ltd. (HABBO) to host HABBO Original DV Shorts Contest on CnBoo;

- VVSky Broadband Media Group to acquire short video programs to feature on CnBoo;

- Beijing TaiDe Interactive Technology Co. Ltd. to cooperate on video sharing contents;  

- Beijing SiHaiDongXing Culture and Media Ltd. to develop online videos for high-speed internet users;

- Youyi Chunqiu Network Technology Ltd. Co. to promote online game on CnBoo;  

- Asia Media Group to promote Creative Tube Global Awards of Chinese New Media Creative Tube Contest on CnBoo;

- Hangzhou Julian Technology Co., Ltd. to jointly host a Video Creativity Competition on CnBoo.  

- Beijing Zhide Diankang E-Business Co. Ltd. (Zhide) to exchange online video resources.

Music

- Beijing Melting Point Ark Cultural Development Co., Ltd to promote its published albums.

- Music Nation Records Company Ltd. to use its audio and video files on CnBoo;

- Shanghai Yue Sheng Information Technology Co., Ltd. to launch an exclusive music shopping channel on CnBoo;  

- Beijing Da Sheng Chang Xiang Culture Broadcasting Co., Ltd. to promote an album of Chinese pop star Zhang Bo Hong on CnBoo;

- Beijing Baiyi Xingtu Culture Co., Ltd and Beijing Bermu Culture Development Co., Ltd to launch online streaming service on CnBoo;  

- Beijing Tianyu Brothers Information Technology Co., Ltd. to enhance the online content of CnBoo new music channel;

- Beijing Feixingzhe Records Co., Ltd and Beijing Dasheng Xianzhi Culture Co., Ltd to legally broadcast new songs on CnBoo抯 Music Channel;

Comedy

Beijing Megadia Company to host Humor channel on CnBoo;

Advertising

- Unlimited Chance Technology Development Co., Ltd. to share and exchange advertising resources;  

- Shen Zhou Yipin Advertising Co., Ltd. to promote CnBoo on trains.

- Cai Hua Media AD Ltd. to explore innovative financing opportunities.

The Company has signed several revenue-based contracts to move towards sustained profitability.

- 21Century Network Co.: signed a cooperation and revenue sharing agreement for Special DV Shorts channel on Vnet;  

- TianWeiYuanChang Co.: HuaJu is entitled to 70% of the profit from online advertisements with TianWei content;

- Beijing Jiahe Interactive Network Technology Co., Ltd.: Both parties work together to launch a new category Video House on CnBoo. HuaJu will be entitled to 40% of revenue generated from the advertisements;  

- Shanghai Vekee Advertising Co. Ltd.: signed a long-term revenue based contract to distribute advertisements on CnBoo;

Off-line:

HuaJu has signed several agreements to promote its 3G space cards as well as to increase the brand name awareness

1. Cooperation with Gome: The Company signed a contract with Gome to use its publicizing platform to promote CnBoo and 3G digital space cards, meanwhile the Original DV contest will be hosted in Gome selected stores during major Chinese holiday.

2. Cooperation with Z-CARD UK: The Company has been officially appointed as the first agent for Z-CARD advertisements of major consumer sectors in Greater China.

3. Cooperation with APEPCY (AIDS Prevention Education Project for Chinese Youth): The Company was exclusively authorized by APEPCY to negotiate with media operators using LED displays with respect to the cooperation issues concerned. If the Company successfully locates media operators, all LED displays will have CnBoo's logo on them.

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Recent Ranking:

As of October 2007, the Company has shown increasing popularity as its CnBoo web sites have been ranked No.1 on Microsoft Live, No.1 on Google China, No.7 on BaiDu, No.11 on Yahoo China and No.12 on Google China when searching for keywords: on-line video and on-line video sharing web sites recently. The Company has also launched its new version for enhanced functionality.

The Company has changed its name to China YouTV in 2007 to reflect its new business operations: the fast growing video sharing web site market in China.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED DECEMBER 31, 2008 AND THE QUARTER ENDED DECEMBER 31, 2007

Revenue. The Company has not generated any revenue since inception.

Cost. The Company has incurred $63,096 in total expenses during the three months ended December 31, 2008, compared to the total expenses of $113,074 for the same period ended December 31, 2007. The change is caused by decreased general and administrative expenses.

Net Income. The Company has incurred a loss of $63,096 and $113,074 for the quarter ended December 31, 2008 and December 31, 2007 respectively. The decrease of the loss was mainly caused by the decreased general and administrative expenses.

Net Loss per share. The Net Loss per share for the period ended December 31, 2008 was ($0.00). Loss per share for the period ended December 31, 2007 was ($0.00).

Liquidity and Capital Resources

The Company has $12,268 in cash as of December 31, 2008. It has no other capital resources other than the ability to use its common stock to achieve additional capital raising. Other than cash capital, its other assets would be illiquid.

As of December 31, 2008, it had $12,728 in current assets, consisting of $12,268 cash and $460 prepaid expenses. Current liabilities are $251,817 consisting of $61,733 accounts payable and accrued expenses and $190,084 due to related party.

As of December 31, 2008, our total assets were $12,728 and our total liabilities were $251,817.

Off Balance Sheet Arrangements

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

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S., or GAAP, requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available for such items as depreciable lives. The Company revises the recorded estimates when better information is available, facts change or actual amounts can be determined. These revisions can affect operating results.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

None

Item 4. Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.

There were no changes in our internal controls or in other factors during the period covered by this report that have materially affected, or are likely to materially affect the Company's internal controls over financial reporting.

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PART II  OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There we no material changes to the Risk Factors disclsoed in the Form 10-K filed January 13, 2009.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

31.1	Rule 13a-14(a)/15d-14(a) Certifications of James Wei, President and Principal Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certifications of Jie Wang, Principal Financial Officer, Principal Accounting Officer and Treasurer.
32.1	Section 1350 Certifications of James Wei.
32.2	Section 1350 Certifications of Jie Wang.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 CHINA YOUTV CORP.

(Registrant)

February 17, 2009	/s/James Wei
	James Wei
	President & Chief Executive Officer
February 17, 2009	/s/Jie Wang
	Jie Wang
	Chief Financial Officer

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