Prospectus

6,971,016 Shares

CHINA MEDIA1 CORP.

Common Stock

We are registering up to 6,971,016 shares of our common stock for the
offer or sale by the selling stockholders named in this prospectus. Of the
shares being registered, 4,372,500 represents 175% of the 2,498,571 shares which
are issuable upon conversion of convertible notes issued to certain of the
selling stockholders and 2,598,516 shares which are issuable upon exercise of
warrants.

The selling stockholders will determine when they will sell their shares,
and in all cases, will sell their shares at the current market price or at
negotiated prices at the time of the sale. Although we have agreed to pay the
expenses related to the registration of the shares being offered, we will not
receive any proceeds from the sale of the shares by the selling stockholders. We
may, however, receive $1,533,124 from the exercise of the warrants.

Our common stock currently trades on the OTC Bulletin Board under the
symbol "CMDA.OB." On December 12, 2005, the last reported sale price of the
common stock of the OTC was $0.42 per share.

Investing in our common stock involves risks, and investors should not buy
these shares unless they can afford to lose their entire investment. Please see
"Risk Factors" beginning on page 5 to read about certain factors you should
consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

The date of this prospectus is January 5, 2006

Cautionary Statement Concerning
Forward-Looking Information

The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. This prospectus and the documents to
which we refer you and incorporate into this prospectus by reference contain
forward-looking statements. In addition, from time to time, we or our
representatives may make forward-looking statements orally or in writing. These
are statements that relate to future periods and include statements regarding
our future strategic, operational and financial plans, potential acquisitions,
anticipated or projected revenues, expenses and operational growth, markets and
potential customers for our products and services, plans related to sales
strategies and efforts, the anticipated benefits of our relationships with
strategic partners, growth of our competition, our ability to compete, the
adequacy of our current facilities and our ability to obtain additional space,
use of future earnings, and the feature, benefits and performance of our current
and future products and services.

You can identify forward-looking statements by those that are not
historical in nature, particularly those that use terminology such as "may,"
"will," "should," "expects," "anticipates," "contemplates," "estimates,"
"believes," "plans," "projected," "predicts," "potential," "seek" or "continue"
or the negative of these or similar terms. In evaluating these forward-looking
statements, you should consider various factors, including those described in
this prospectus under the heading "Risk Factors" beginning on page 5. These and
other factors may cause our actual results to differ materially from any
forward-looking statement. We caution you not to place undue reliance on these
forward-looking statements.

We base these forward-looking statements on our expectations and
projections about future events, which we derive from the information currently
available to us. Such forward-looking statements relate to future events or our
future performance. Forward-looking statements are only predictions. The
forward-looking events discussed in this prospectus, the documents to which we
refer you and other statements made from time to time by us or our
representatives, may not occur, and actual events and results may differ
materially and are subject to risks, uncertainties and assumptions about us. For
these statements, we claim the protection of the "bespeaks caution" doctrine.
The forward-looking statements speak only as of the date hereof, and we
expressly disclaim any obligation to publicly release the results of any
revisions to these forward-looking statements to reflect events or circumstances
after the date of this filing.

Factors that may affect forward-looking statements. A wide range of
factors could materially affect future developments and performance of our
business. Significant factors affecting specific business operations are
identified in connection with the description of these operations and the
financial results of these operations incorporated by reference into this
prospectus. General factors affecting our operations include:

o Changes in business plans,

o Changes in U.S., global or regional economic conditions,

o Changes in U.S. and global financial and equity markets, including
market disruptions and significant interest rate fluctuations.

o Increased competitive pressures,

o Legal developments that may affect our business,

o Technological developments that may affect our business, and

o Changes in government regulations relating to the pharmaceutical
industry.

This list of factors that may affect future performance and the accuracy
of forward-looking statements is illustrative, but by no means exhaustive.
Accordingly, all forward-looking statements should be evaluated with the
understanding of their inherent uncertainty.

Prospectus Summary Information

Our Company

We were incorporated in the State of Nevada on August 6, 2002 under the
name Eagle River Mining Corp. Our name was changed to China Media1 Corp. on
January 14, 2005 and we are currently engaged in advertising in Southern China.
Our administrative office is located at 141-757 West Hastings St. Suite 328,
Vancouver, BC Canada V6C 1A1 and our telephone number is (778) 881-0939. We
maintain a website at www.chinamedia1corp.com.

The Offering

This offering relates to the offer and sale of 6,971,016 shares of our
common stock by the selling stockholders identified in this prospectus. The
selling stockholders will determine when they will sell their shares, and in all
cases, will sell their shares at the current market price or at negotiated
prices at the time of the sale. Although we have agreed to pay the expenses
related to the registration of the shares being offered, we will not receive any
proceeds from the sale of the shares by the selling stockholders. We may,
however, receive up to $1,533,124 from the exercise of warrants.

Common stock outstanding before the offering:

33,920,000

Common stock outstanding if all stock offered by selling stockholders is sold:

40,891,016

OTC Bulletin Board symbol for common stock "CMDA.OB"

- --------------------------------------------------------------------------------

Summary Financial Information

The summary financial information set forth below has been derived from our
financial statements as of and for the nine months ended September 30, 2005 and
our financial statements as of and for the year ended December 31, 2004. You
should read this information in conjunction with the financial statements and
notes thereto and the pro forma financial statements included elsewhere in this
prospectus.

Statement of Operations Data:

Year Ended 9 Months Ended
December 31, September 30,
2004 2005
------------ --------------
(unaudited)

Revenue 0 1,219,457
Net income (loss) (67,343) (706,672)
Diluted earnings (loss) per share (0.00) (0.02)
Weighted average shares
outstanding - diluted 30,140,000 33,494,872

Balance Sheet Data:

Cash 3,267 1,572
Working capital (deficit) 4,885 (1,813,393)
Total assets 184,475 1,629,910
Total liabilities 179,590 2,518,120
Total stockholders' equity (deficit) 4,885 (888,210)

Risk Factors

An investment in our common stock involves a high degree of risk. You
should carefully consider the following risk factors and the other information
in this annual report before investing in our common stock. Our business and
results of operations could be seriously harmed by any of the following risks.
The trading price of our common stock could decline due to any of these risks.

RISKS RELATED TO OUR SECURITIES AND THIS REGISTRATION

Our stock may be affected by limited trading volume and may fluctuate
significantly in price.

Our common stock is traded on the NASD OTC Bulletin Board. Trading in our
stock has been limited and there can be no assurance that an active trading
market for our stock will develop. As a result, this could adversely affect our
shareholders' ability to sell our common stock in short time periods, or
possibly at all. Thinly traded shares can be more volatile than shares traded in
an active public market. The average daily trading volume of our common stock in
November 2005 was 54,643 shares. The high and low bid price of our common stock
for the last two years has ranged from $0.002 and $0.90 per share. Our common
stock has experienced, and is likely to experience in the future, significant
price and volume fluctuations, which could adversely affect the market price of
our common stock without regard to our operating performance.

We have issued a substantial number of securities convertible into shares of our
common stock which will result in substantial dilution to the ownership
interests of our existing stockholders.

As of December 12, 2005, approximately 6,971,016 shares of our common
stock were reserved for issuance upon exercise or conversion of the following
securities: (i) 4,372,500 shares representing 175% of the number of shares of
common stock issuable upon conversion in full of the outstanding convertible
promissory notes dated November 1, 2005 (without regard to any limitations on
conversion); (ii) 2,498,574 shares, representing the shares of common stock
issuable upon exercise of in full of the warrants issued to the holders of the
convertible promissory notes dated November 1, 2005 (without regard to any
limitations on exercise) and (iii) 99,942 shares issuable upon exercise of the
warrants issued to the broker in connection with the issuance of the convertible
promissory notes dated November 1, 2005.

The exercise or conversion of these securities will result in a
significant increase in the number of outstanding shares and substantially
dilute the ownership interests of our existing shareholders.

A substantial number of our convertible securities are convertible into shares
of common stock at a conversion price of $0.35 per share. Most of these shares
are eligible for public resale. The trading price of our common stock and our
ability to raise additional financing may be adversely affected by the influx
into the market of such a substantial number of shares.

Our outstanding convertible notes are presently convertible into 2,498,571
shares of common stock at a per share conversion price of $0.35 which is less
than the current trading price of our shares. Although many of the shares
issuable upon conversion of our convertible warrants are eligible for public
resale under Securities and Exchange Commission Rule 144, we have agreed to file
a registration statement to cover the public resale of all of these shares. This
significant increase in number of shares available for public sale may have a
negative impact on the trading price of our shares and substantially dilute the
ownership interest of our existing shareholders. In the event that our stock
trades below $0.35 per share, in order to raise additional financing we would
likely be required to issue additional shares of common stock or securities
convertible into common stock at a purchase or conversion price as applicable,
of less that $0.35 per share. To the extent these factors are viewed negatively
by the market, it may provide an incentive for persons to execute short sales of
our common stock that could adversely affect the trading price of our common
stock.

Our common stock is deemed to be a "penny stock" which may make it more
difficult for investors to sell their shares due to suitability requirements.

Our common stock is deemed to be a "penny stock" as that term is defined
in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny
stocks are stock:

- - With a price of less than $5.00 per share;

- - That are not traded on a "recognized" national exchange;

- - Whose prices are not quoted on the NASDAQ automated quotation system; or

- - Of issuers with net tangible assets of less than $2.0 million (if the issuer
has been in continuous operation for at least three years) or $5.0 million (if
issuer has been in continuous operation for less than three years), or with
average revenues of less than $6.0 million for the last three years.

Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor. These requirements may
reduce the potential market for our common stock by reducing the number of
potential investors. This may make it more difficult for our shareholders to
sell shares to third parties or to otherwise dispose of them. This could cause
our share price to decline.

We do not expect to pay dividends for the foreseeable future.

For the foreseeable future, it is anticipated that earnings, if any, that
may be generated from our operations will be used to finance our operations and
that cash dividends will not be paid to holders of our common stock.

RISKS RELATED TO OUR BUSINESS

We recognize our revenues in Chinese dollars and as such our results are subject
to currently fluctuations.

Due to a change in Chinese monetary policy, the Chinese Yuan is a floating
rate against a basket of other currencies. Exposure to foreign currency risk
could exist should there be a large fluctuation between the exchange rate
between the Chinese Yuan and U.S. Dollar. We cannot predict the outcome of
currency fluctuations; however, indications exist that the Chinese Yuan may be
undervalued in relation to the US Dollar. We do not use financial instruments to
hedge against changes the exchange rate between the Chinese Yuan and the U.S.
Dollar.

We are dependant on our executive officers and technical personnel.

The success of our business plan depends on attracting qualified
personnel, and failure to retain the necessary personnel could adversely affect
our business. Competition for qualified personnel is intense, and we may need to
pay premium wages to attract and retain personnel. Attracting and retaining
qualified personnel is critical to our business. Inability to attract and retain
the qualified personnel necessary would limit our ability to implement our
business plan successfully.

We may need additional financing.

The Company believes it has sufficient capital to meet its short-term cash
needs, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934. However, if losses continue
it may have to seek loans or equity placements to cover longer term cash needs
to continue operations and expansion.

No commitments to provide additional funds have been made by management or
other stockholders. Accordingly, there can be no assurance that any additional
funds will be available to the Company to allow it to cover operation expenses.

If future operations are unprofitable, it will be forced to develop
another line of business, or to finance its operations through the sale of
assets it has, or enter into the sale of stock for additional capital, none of
which may be feasible when needed. The Company has no specific management
ability or financial resources or plans to enter any other business as of this
date.

The effects of inflation have not had a material impact on its operation,
nor is it expected to in the immediate future.

We are subject to political, economic and regulatory risks in China.

The market in China is monitored by the government, which could impose
taxes or restrictions at any time which would make operations unprofitable and
infeasible and cause a write-off of the investment. Other factors include
political policy on foreign ownership and political policy to open the doors to
foreign investors.

There are economic risks associated with doing business in China which
could affect our operations. The Chinese economy has experienced significant
growth in the past decade, but this growth has been uneven across geographic and
economic sectors and has recently been slowing. There can be no assurance that
this growth will not continue to decrease or that the slow down will not have a
negative effect on our business. The Chinese economy is also experiencing
deflation which may continue in the future. The current economic situation may
adversely affect our ability to do advertising business as a result of slowing
domestic demand and deflation.

The restrictions on currency exchange could limit our ability to
repatriate our revenues from China. Although Chinese governmental policies were
introduced in 1996 to allow greater convertibility of the Renminbi, significant
restrictions still remain. We can provide no assurance that the Chinese
regulatory authorities will not impose greater restrictions on the
convertibility of the Renminbi to western currencies. The government could
refuse to allow the exchange, or could restrict the amount or volume of
exchange. Because the majority of our future revenues is in the form of
Renminbi, any future restrictions on currency exchange may limit our ability to
utilize revenue generated in Renminbi to fund our business activities outside
China, if we ever have any. This restriction, if it occurs, may affect our
ability to pay repatriate any profits in U.S. dollars or other acceptable
currency.

We have limited operating history.

Until January 2005, we were a development stage company with no revenues.
Our primary business purpose is to develop and produce advertising in Southern
China. As of the date of this prospectus, we have three contracts to develop and
produce advertising in Southern China and have recently begun generating
revenues. However, we are still subject to all of the risks, uncertainties,
expenses, delays, problems, and difficulties typically encountered in the
establishment of a new business. We expect that unanticipated expenses,
problems, and technical difficulties will occur and that they will result in
material delays in the development of our business model. We may not obtain
sufficient capital or achieve a significant level of operations and, even if we
do, we may not be able to conduct such operations on a profitable basis.

Any projections used in this prospectus may not be accurate.

Any and all projections and estimates contained in this prospectus or
otherwise prepared by us are based on information and assumptions which
management believes to be accurate; however, they are mere projections and no
assurance can be given that actual performance will match or approximate the
projections.

Because stock ownership is concentrated, you and other investors will have
minimal influence on stockholders' decisions.

Assuming that issued convertible notes and outstanding warrants have not
been converted or exercised, our executive officers and/or their affiliated
companies directly or beneficially own approximately 68.8% of our outstanding
common stock as of December 1, 2005. As a result our executive officers may be
able to significantly influence the management of the company and all matters
requiring stockholder approval, including the election of directors. Such
concentration of ownership may also have the effect of delaying or preventing a
change in control of our company.

Our directors and executive officers control the company.

Our directors, executive officers and/or their affiliated companies
directly or beneficially own approximately 23,338,235 shares or approximately
68.8% of our outstanding common stock. Accordingly, these persons, as a group,
may be able to exert significant influence over the direction of our affairs and
business, including any determination with respect to our acquisition or
disposition of assets, future issuances of common stock or other securities, and
the election of directors. Such a concentration of ownership may also have the
effect of delaying, deferring, or preventing a change in control of the company.

Use of Proceeds

We will not receive any proceeds from the resale of our common stock by
the selling stockholders.

However, we will receive the sale price of any common stock we sell to the
selling stockholders upon exercise of the warrants. We expect to use the
proceeds received from the exercise of the warrants, if any, for general working
capital purposes. However, selling stockholders will be entitled to exercise
warrants on a cashless basis if the shares of common stock underlying the
warrants are not then registered pursuant to an effective registration
statement. In the event that the parties exercise the warrants on a cashless
basis, then we will not receive proceeds from the exercise of those warrants. In
addition, we have received gross proceeds $874,500 from the sale of the secured
convertible notes. The proceeds received from the sale of the secured
convertible notes will be used for business development purposes to pay-off
obligations to certain parties, working capital needs, pre-payment of interest,
payment of consulting, legal fees and other expenses.

Market for Common Equity and Related Stockholder Matters

Our common stock trades on the OTC Bulletin Board under the symbol "CMDA."
The following table shows the high and low bid or close prices for our common
stock for each quarter since January 1, 2003 as reported by the OTC Bulletin
Board. All share prices have been adjusted to reflect the 1 to 20 forward split
effective January 14, 2005. We consider our stock to be "thinly traded" and any
reported sale prices may not be a true market-based valuation of the stock. Some
of the bid quotations from the OTC Bulletin Board set forth below may reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

January 1, 2005 to September 30, 2005 High Close Low Close
- ------------------------------------- ---------- ---------
First quarter $ 0.87 $ 0.22
Second quarter 0.73 0.21
Third quarter 0.55 0.30

January 1, 2004 to December 31, 2004 High Bid Low Bid
- ------------------------------------- ---------- ---------
First quarter $ 0.27 $ 0.03
Second quarter 0.010 0.002
Third quarter 0.025 0.025
Fourth quarter 0.900 0.108

As of December 12, 2005, there were approximately 50 record holders of our
common stock.

We have not paid any cash dividends since our inception and do not
contemplate paying dividends in the foreseeable future. It is anticipated that
earnings, if any, will be retained to retire debt and for the operation of the
business.

Shares eligible for future sale could depress the price of our common
stock, thus lowering the value of a buyer's investment. Sales of substantial
amounts of common stock, or the perception that such sales could occur, could
adversely affect prevailing market prices for shares of our common stock.

Plan of Distribution

We are registering the shares of common stock issuable upon conversion of
the convertible promissory notes dated November 1, 2005 and upon exercise of the
related warrants to permit resale of the shares of common stock by the holders
of the convertible promissory note and the related warrants from time to time
after the date of this prospectus. We will not receive any of the proceeds from
the sale by the selling stockholders of the shares of common stock, although we
may receive up to approximately $1.53 million upon the exercise of the warrants.
We will bear all fees and expenses incident to our obligation to register the
shares of common stock.

The selling stockholders may sell all or a portion of the common stock
beneficially owned by them and offered hereby from time to time directly or
through one or more underwriters, broker-dealers or agents. If the common stock
is sold through underwriters or broker-dealers, the selling stockholder will be
responsible for underwriting discounts or commissions or agent's commissions.
The common stock may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of the sale, at varying prices determined
at the time of sale, or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions,

(1) on any national securities exchange or quotation service on which the
securities may be listed or quoted at the time of sale,

(2) in the over-the-counter market,

(3) in transactions otherwise than on these exchanges or systems or in the
over-the-counter market,

(4) through the writing of options, whether such options are listed on an
options exchange or otherwise, or

(5) through the settlement of short sales.

If the selling stockholders effect such transactions by selling shares of
common stock to or through underwriters, broker-dealers or agents, such
underwriters, brokers-dealers or agents may receive commissions in the form of
discounts, concessions or commissions from the selling stockholders or
commissions from purchasers of the shares of common stock for whom they may act
as agent or to whom they may sell as principal (which discounts, concessions or
commissions as to particular underwriters, brokers-dealers or agents may be in
excess of those customary in the types of transactions involved). In connection
with sales of the common stock or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers, which may in turn engage in short
sales of the common stock in the course of hedging in positions they assume. The
selling stockholders may also sell shares of common stock short and deliver
shares of common stock covered by this prospectus to close out short positions,
provided that the short sale is made after the registration statement is
declared effective and a copy of this prospectus is delivered in connection with
the short sale. The selling stockholder may also loan or pledge shares of common
stock to broker-dealers that in turn may sell such shares.

The selling stockholders may pledge or grant a security interest in some
or all of the shares of common stock owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may
offer and sell the shares of common stock from time to time pursuant to the
prospectus. The selling stockholders also may transfer and donate the shares of
common stock in other circumstances in which case the transferees, donees,
pledgees or other successors in interest will be the selling beneficial owners
for purposes of the prospectus.

The selling stockholders and any broker-dealer participating in the
distribution of the shares of common stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions paid, or any
discounts or concessions allowed to any such broker-dealer may be deemed to be
underwriting commissions or discounts under the Securities Act. At the time a
particular offering of the shares of common stock is made, a prospectus
supplement, if required, will be distributed which will set forth the aggregate
amount of shares of common stock being offered and the terms of the offering,
including the name or names of any broker-dealers or agents, any discounts,
commissions and other terms constituting compensation from the selling
stockholder and any discounts, commissions or concessions allowed or reallowed
or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may
be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the shares of common stock may not be sold unless
such shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or
all of the shares of common stock registered pursuant to the shelf registration
statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such
distribution will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without limitation, Regulation
M of the Exchange Act, which may limit the timing of purchases and sales of any
of the shares of common stock by the selling stockholders and any other
participating person. Regulation M may also restrict the ability of any person
engaged in the distribution of the shares of common stock to engage in
market-making activities with respect to the shares of common stock. All of the
foregoing may affect the marketability of the shares of common stock and the
ability of any person or entity to engage in market-making activities with
respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock
pursuant to the registration rights agreement estimated to be $65,000 in total,
including, without limitation, Commission filing fees and expenses of compliance
with state securities or "blue sky" laws; provided, however, that the selling
stockholders will pay all underwriting discounts and selling commissions, if
any. In connection with sales made pursuant to this prospectus, we will
indemnify the selling stockholders against liabilities, including some
liabilities under the Securities Act, in accordance with the related
registration rights agreement or the selling stockholders will be entitled to
contribution. We will be indemnified by the selling stockholders against
liabilities, including some liabilities under the Securities Act, that may arise
from any written information furnished to us by the selling stockholders for use
in this prospectus, in accordance with the related registration rights agreement
or we will be entitled to contribution.

Once sold under the shelf registration statement, of which this prospectus
forms a part, the shares of common stock will be freely tradable in the hands of
persons other than our affiliates.

Management's Discussion and Analysis or Plan of Operation

On or about February 1, 2005, we completed the acquisition through an
assignment of exclusive advertising contracts in Guangzhou located the southern
region of the Peoples Republic of China, from Mr. Cai Hanxiong, proprietor of
the Guangzhou Chuangrun Advertising Company Limited located in the Peoples
Republic of China; Mr. Cai Hanxiong also controls the voting common stock of
China Media1 Corp. (the "Company") after the transaction. Chuangrun Media
Limited of Hong Kong is the original party to the two (2) airport contracts
discussed below, and Guangzhou Chuangrun Advertising Company Limited, located in
the Peoples Republic of China ("China") is the original party to the Guangzhou
Mass Transit Railway ("MTR") pillar advertising contract. The two companies are
collectively "Chuangrun". The assignment from Chuangrun includes rights to the
following three contracts:

(1) The Guangzhou New Baiyun Airport Scrolling Advertising Signs Contract
- - the contract provides for the installation of 100 large size (1.5 meters x 5
meters) scrolling three-poster signs in the passenger terminal of one of the
newest airports in Southern China. This generates a total of 300 poster spaces
(three per sign). No revenues have been generated under this contract.

(2) The Guangzhou Mass Transit Railway ("MTR") Pillar Advertising Contract
- - the contract provides for pillar wrap around (diameter 1.5 to 1.7 meters,
height 3 meters) advertising for 12 stations along the Guangzhou MTR system. The
Company has revenue generated through this contract from January 2005.

(3) The Guangzhou Baiyun Airport granted another contract to Chuangrun in
March 2005 for an additional fifty (50) scrolling advertising light box
locations along the entire domestic and international arrivals level outdoor
loading area. The Company will install newly designed double-sided light boxes
with six posters on each side. This generates a total of 600 poster spaces
(twelve per sign). No revenues have been generated under this contract. The
Company expects to have revenue generated from this contract from December 2005.

We also have the right to acquire, and Chuangrun promises to assign, a
China Rail Train Naming and Advertising Project within one year, when the
project is proven viable, at a price to be negotiated in the future. The
contracts above were recently executed by Chuangrun with third parties in China.
Chuangrun has existing advertising clients and revenues, and publishes
"give-away" magazines, as well as other scrolling advertising boards in the MTR,
which are not part of the contracts discussed above.

We have utilized the proceeds of the financing in November and the above
Chi Shang Ling Yue deposits to make the necessary payments to the Airport
Authorities. As of December 7, 2005 we are at the final stages of completing the
newly designed double-sided light boxes for the outdoor loading areas. Once
installation starts Chi Shang Ling Yue is obliged to pay the balance of
30,656,000 Renminbi (approx. US$ 3.78 million) of the contract within 30 days of
completion. Also once installation has started, our project manager Chuangrun
will also start to market the remaining 20 outdoor signs not committed to Chi
Shang Ling Yue.

After successful installation of the 50 outdoor signs, the Company will
have ample funding to start installation of the indoor scrolling signs. Chi
Shang Ling Yue has also committed to 70 of the 100 indoor signs for a total of
107,520,000 Renminbi (approx. US$ 13.2 million). At the same time, our project
manager Chuangrun will also start to market the remaining 30 indoor signs not
committed to Chi Shang Ling Yue.

For further expansion, we are looking at getting more advertising space as
the Guangzhou New Baiyun Airport expands with Phases 2 and 3, as well as looking
at other major China airports.

Business

Our Company

We were incorporated in the State of Nevada on August 6, 2002 under the
name Eagle River Mining Corp. Our name was changed to China Media1 Corp. on
January 14, 2005 and we are currently engaged in advertising in Southern China.
Our administrative office is located at 141-757 West Hastings St., Suite 328,
Vancouver, B.C. Canada V6C 1A1, and our telephone number: (778) 881-0939. We
maintain a website at www.chinamedia1corp.com.

Industry Overview

China Media Advertising Markets

According to AC Nielsen Media Research, the China advertising market will
be the 2nd largest in the world by 2010. It is the fastest growing and largest
consumer market and the advertising industry grew by 40% in 2003 (Source:
X-tribes China, Xtreme Information). Advertising expenditure in China soared to
US$13 billion in 2003, covering 0.92% of GDP compared to an average of 3% in
developed countries. In the past 20+ years, average growth rate was nearly 40%
(source: China Advertisement Association). There are more than 100 million
middle class in China today and projected to grow to over 500 million by 2012
(two-fifths of the population), wrote Pacific Chief Economist Andy Xie of Morgan
Stanley Asia. China is already a large consumer market and will become larger as
the economy grows. Some of the statistics collected by AC Capital Consulting
Group as reported by China Online are:

o 38 million urban families can afford US$12,000 on buying a car;

o More than 70% of adults living in Beijing, Shanghai and Guangzhou
(combined pop. 33 million) plan to buy a car in the next 5 years;

o Housing sales in Beijing, Shanghai and Guangzhou are growing at
close to 40% per annum;

o The market for toiletries and cosmetics has passed US$ 3 billion,
expected to reach US$ 22 billion by 2013; and

o Chinese tourist currently spent US$ 20 billion+ overseas every year,
it will be the country with the largest number of outbound tourist
by 2020.

As China keeps its promise to the WTO to open its advertising market,
foreign advertising companies and agencies will move into China, this will
create competition as well as more advertising business. As advertising property
owners, China Media1 is well positioned to capitalize on the situation. All our
assets are under long term contracts. For example, our contract with the Airport
(as defined below) is for 20 years. Nobody else can get the same location for
the next 20 years. The key to the future success of the company is to have more
unique and exclusive assets located in desirable locations.

Our Business

Advertising in Southern China

We are a media ownership firm and have focused our core business in
Greater China. We own and operate specialty media assets throughout Southern
China that include physical advertising space and the advertising contract with
national and multinational corporations. We developed our business through the
acquisition of contracts from Chuangrun Media Limited of Hong Kong and Guangzhou
Chuangrun Advertising Company Limited located in the Peoples Republic of China
(collectively, "Chuangrun"). Both Chuangrun and our company are controlled by
our President, Mr. Cai Hanxiong.

Advertising Contracts

Chuangrun assigned 2 major advertising contracts to us in December 2004, one at
the Guangzhou Baiyun International Airport and the other at the Guangzhou MTR
(Subway). The assignment was effectuated through an operating agreement entered
into between us and Chuangrun (see "Certain Relationships and Related
Transactions---Operating Contract").

Guangzhou Baiyun International Airport Scrolling Advertising Signs

Guangzhou Baiyun International Airport is the larger airport in Southern
China (the "Airport), and acts as a major gateway to China. It was completed in
August 2004 to replace the existing airport and serves as one of the three
largest airports in China alongside with Beijing and Shanghai. We have acquired
100 illuminated scrolling 3 poster machines located in the departure hall at the
entrance heading to all the major gateways, including Shanghai, Beijing and
Tianjing. This desirable media presence allows international and domestic
companies to display their ads on the scrolling poster machines that measure 5 x
16.5 feet and gain an introduction to this market. In addition, in March 2005,
Chuangrun, on our behalf, entered into an additional contract with the Airport
for an additional fifty scrolling advertising light box locations along he
entire domestic and international arrivals level outdoor loading area. We intend
to install a newly designed newly designed double-sided light boxes with 6
posters on each side. This will generate a total of 600 poster spaces and will
effectively double our revenue potential at the Airport. We expect the
advertising rates to be approximately $12,000 per sign per month. This contract
is for a term of 10 years with an option to renew for an additional 10 year
period. To date, this advertising location has accounted for approximately $20
million in announced contracts for clients wishing to advertise on our signs at
this location. Some of the revenues generated are a result of our relationship
with Chi Shang Ling Yue Advertising Company Limited (the "Agency").

Relationship with Chi Shang Ling Yue Advertising Agency

Chuangrun, on our behalf, entered into 2 significant contracts with the
Agency on each of April 5, 2005 and May 26, 2005. Under these contracts, the
Agency will have the right to place their client's advertisements on 60% (or
30), of the available outdoor advertising lightboxes and 70% (or 70) of the
available space inside. The Agency has agreed to pay us $6.425 million for use
of the outdoor space and $13 million for use of the indoor space. Clients
secured by the Agency include China Mobile, China Unicom, Ping An Insurance,
Samsung, LG, etc.

Sign Rental Agreement with Actionview Far East Limited

In May 2005, Chuangrun, on our behalf, entered into a rental agreement
with Actionview Far East Limited ("Actionview) pursuant to which Actionview will
provide interior and exterior signs for use at the Airport. Actionview is
responsible for installation and maintenance of the signs. The term of this
contract is for a period of 5 years. We agreed to pay fees equal to 30% of the
revenues generated for the first six months, 25% of the revenues for the next
six months and 20% of the revenues thereafter.

Guangzhou MTR (Subway) Pillar Advertising

Guangzhou MTR is a subway system (the "Subway") that consists of 12 main
metropolitan stations in Guangdong Province. Guangzhou has a close proximity to
Hong Kong, is the commercial and political hub of Southern China and is a large
industrial area which experiences heavy traffic and has a population of 10
million inhabitants within the area.

We have an exclusive contract with the Subway to provide pillar wrap
advertising (5x16 feet) for 12 main stations along the subway system. We expect
our advertising rate to be approximately $20,000 per station per month and we
expect to receive approximately $3 million in annual revenues once all signs are
completed. This contract is for a period of 5 years and expires on October 31,
2009. In connection with this contract, we are required to pay the Subway an
initial deposit of approximately $148,000 and a monthly management fee of
approximately $12,000. To date, we have received contracts for this location
from: Zhujiang Beer, Dongjun Plaza, a Class A office building in Guangzhou,
Mazda and the Taiwan President Group to advertise their Soya Milk Products, and
others.

China Rail Train Naming and Advertising Project

The Company also has the right to acquire, and the Chuangrun Group of
Companies promises to inject a China Rail Train Naming and Advertising Project
into China Media1 Corp. within one year, when the project is proven viable, at a
price to be negotiated in the future. The contracts above were recently executed
by the Chuangrun Group of Companies with third parties in China, and no material
revenues have been generated under them. Chuangrun Group of Companies has
existing advertising clients and revenues, and publishes "give-away" magazines,
which will not be a part of this transaction.

Competition

The key to our success is the occupation of prime advertising locations
with heavy upscale pedestrian traffic. These kind of locations are not common
and are the focus of advertising agencies and media owners. So far, we have been
able to secure these prime locations because of our partner Chuangrun. Chuangrun
has a successful track record that gives them credibility, and they have also
cultivated important contacts with both government and businesses that are the
owners of such locations. The Airport is a very good example, as it was hotly
contested and we now have over 25% of the ad spaces. The China Rail project is
another prime project that we can take into our portfolio. There is competition
in the market but the market is also very big and growing. There is still ample
room for our company to grow.

Government Regulation

China has a long standing law on the ownership of advertising agencies but
not property owners. The onus is placed on the advertising agency to ensure
proper contents in the advertisement. One of the WTO requirements is for China
to relax the advertising agency ownership requirement. China Media1 is only
subjected to regular business law in China.

Employees

We have less than 10 employees currently and will only hire more full time
employees as the business grows. We will hire on a temporary basis as the work
load requires. As our affiliated company, Chuangrun is well established in
Southern China, they will be a source of contracted help when the need arises.

Our Properties

We do not own any property in China. Our project manager Chuangrun
Advertising provides space for us at their office at 168 Jiang Nan Da Dao Zhong,
CNOOC Building 12/F, Guangzhou, China 510240. Our administrative office is
located at 141-757 West Hastings St., Suite 328, Vancouver, B.C. Canada V6C 1A1,
telephone number: (778) 881-0939.

Legal Proceedings

In March 2005, the Company received notice from an individual claming to
be a valid holder of warrants to purchase 2,000,000 shares (post 20 for 1 stock
split) of the Company's common stock at $0.05 per share, dated May 2004.
Management of the Company with knowledge of facts and circumstances at the time
immediately denied any prior knowledge or execution of any such transaction. The
Company's counsel has notified the claimant that the purported warrant is not
valid and will not be acknowledged. No compensation expense has been recorded in
the Company's financial statements because no services were provided by the
claimant related to the purported warrant and the potential warrant value in May
2004 would have been insignificant because the exercise price significantly
exceeded the trading price of the Company's common stock at that time.

Management

Executive Officer and Directors

Our executive officers and directors, the positions held by them, and
their ages are as follows:

Name Age Position
---- --- --------
Hanxiong Cai 36 President, Chairman, Director
Ernest Cheung 55 Chief Financial Officer, Secretary, Treasurer,
and Director
Cai Han Li 32 Director
Edwon Lam 46 Director
Zhao Ai Ling 31 Director

Mr. Hanxiong Cai B.A., has been our President, Chairman, member of our board of
directors and member of our Funding Allocation Committee since January 2005. Mr.
Cai has devoted approximately 70% of his professional time to our business and
intends to devote more time in the future. Mr. Cai graduated in 1989 with a BA
(Foreign Trade) from Guangzhou University in China. Since 1999 Mr. Cai has been
a sole proprietor of the Chuangrun Group of Companies in China. Chuangrun is a
media and advertising company in Southern China. From 1990 to 1998 Mr. Cai was
sales manager of Zhong Shan Import and Export Company, a Guangdong provincial
government corporation in China.

Mr. Ernest Cheung B. Math, MBA, has been our Secretary, Treasurer, member of our
board of directors and member of our Funding Allocation Committee since the
inception of our business and assumed the role of Chief Financial Officer in
September 2005. Mr. Cheung has devoted approximately 50% of his professional
time to our business and intends to devote more time in the future. Mr. Cheung
received a Bachelors Degree in Math in 1973 from the University of Waterloo,
Ontario. He received a MBA from Queen's University, Ontario, in 1975. Mr. Cheung
has been involved in venture capital markets for many years. Since May of 1995
Mr. Cheung has been President of Richco Investors, Inc., a company which
provides capital market services (YRU.A:TSX). From 1991 to 1993 he was
Vice-President of Midland Walwyn Capital, Inc. of Toronto, Canada, later known
as Merrill Lynch Canada.

Mr. Cai Han Li B.A., has served on our board of directors since June 2005. Mr.
Li received a college diploma and studied business management in Guangzhous
Electronics and Television University. He started his career at Guangzhous
Sunshine Development Ltd. And later transferred to Shantou Guo Guang Limited. He
is currently Director of Administrations of Guangzhou Chuangrun Advertising
Ltd., the company's exclusive agent for operation of the advertising assets.

Mr. Edwon Lam B.A., has served on our board of directors since June 2005. Mr.
Lam received a Bachelors Degree in Marketing and Business Administration from
Hong Kong Baptist University in 1983. He is currently managing director of China
Guangdong Guoye Koyo Auto Parts Limited, a joint venture company between Japan
Koyo Corporation limited and Guangdong Guoye Group since 2000.

Ms Zhoa Ai Ling B.A., has served on our board of directors since June 2005. Ms
Ling attended South China University of Technology from 1994 to 1997. She worked
for Guangzhou Zhi Li Trading Limited from 1994 to 2002. She is currently chief
accountant of Guangzhou Chuangrun Advertising Ltd.

Audit Committee

We do not have a separately designated audit committee at this time. The
entire board of directors is acting as our audit committee as specified in
Section 3(a)(58)(B) of the Securities Exchange Act of 1934, as amended. Our
board has determined that we have at least (2) audit committee financial experts
serving on our audit committee. Those persons are Mr. Ernest Cheung and Ms. Zhao
Ai Ling. Mr. Cheung is not independent because he is an employee.

Board of Directors

Each director holds office until his successor is elected and qualified or
until his earlier termination in the manner provided in our Bylaws. The officers
serve at the discretion of the Board.

Executive Compensation

The following table sets forth the cash compensation paid to the Chief
Executive Officer and to all other executive officers for services rendered
during the fiscal years ended December 31, 2004 and 2003.

Annual Compensation Long-Term Compensation
Common Shares
Underlying All
Restricted Options Other
Other Annual Stock Granted Compen
Name and Position Year Salary Bonus Compensation Awards ($) (# Shares) -sation

Hanxiong Cai, President, 2004 -0- -0- -0- -0- -0- -0-
Chairman and Director
2003 -0- -0- -0- -0- -0- -0-

Ernest Cheung, Chief 2004 -0- -0- -0- -0- -0- -0-
Financial Officer (since
September 2005),
Secretary, Treasurer and
Director
2003 -0- -0- -0- -0- -0- -0-

Michael McKennon, Chief 2004 -0- -0- -0- -0- -0- -0-
Financial Officer and
Director (until
September 2005)
2003 -0- -0- -0- -0- -0- -0-

Angela Du, President 2004 -0- -0- -0- -0- -0- -0-
(until June 15, 2005
2003 -0- -0- -0- -0- -0- -0-

Option Grants and Exercises

There were no option grants or exercises by any of the executive officers
named in the Summary Compensation Table above.

Employment Agreements

There are currently no outstanding employee agreements.

Compensation of Directors

All directors receive reimbursement for reasonable out-of-pocket expenses
in attending board of directors meetings and for promoting our business. From
time to time we may engage certain members of the board of directors to perform
services on our behalf. In such cases, we compensate the members for their
services at rates no more favorable than could be obtained from unaffiliated
parties.

Indemnification of Directors

Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to a proceeding, including
any lawsuit, because of his position, if he acted in good faith and in a manner
he reasonably believed to be in our best interest. We may advance expenses
incurred in defending a proceeding. To the extent that the officer or director
is successful on the merits in a proceeding as to which he is being indemnified,
we must indemnify him against all expenses incurred, including attorney's fees.
With respect to a derivative action, indemnity may also be made only for
expenses actually and reasonably incurred in defending the proceeding, and if
the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by laws of the
State of Nevada. The Nevada General Corporation Law grants corporations the
right to indemnify their directors, officers, employees and agents in accordance
with applicable law.

The indemnification provisions in the Bylaws may be sufficiently broad to
permit indemnification of our officers and directors for liabilities arising
under the Securities Act. However, we are aware that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and therefore unenforceable.

Certain Relationships and Related Transactions

Operating Contract

Chuangrun is the management company for the advertising contracts in
China, as defined in the amended and restated operating agreement dated as of
October 10, 2005 and made retroactively effective to January 1, 2005. Chuangrun
is controlled by our President. Under the terms of the amended and restated
operating agreement, Chuangrun has assigned to us all revenues generated from
the operations relating to the agreements between Chuangrun and the Airport for
100 indoor advertising signage locations and 50 Outdoor advertising signage
locations. Further, the Company has agreed to pay from such revenues assigned to
us all of the operating expenses of Chuangrun incurred relating to the
agreements with the Airport for 100 Indoor advertising signage locations and 50
Outdoor advertising signage locations, including, but not limited to, trade
accounts payable, real property lease obligations, employee lease obligations,
and taxes. In addition, Chuangrun has assigned to us all revenues generated from
the operations relating to the agreement between Chuangrun and the Subway for 12
station pillar wrap advertising locations. We have agreed to pay from such
revenues assigned to us all of the operating expenses of Chuangrun incurred
relating to the Subway pillary wrap agreement, including, but not limited to,
trade accounts payable, real property lease obligations, employee lease
obligations, and taxes.

Under the terms of the amended and restated operating agreement, Chuangrun
was appointed as our exclusive agent for all of Chuangrun projects and the
Guangzhou MTR project. Chuangrun agreed to form a joint venture in Guangzhou to
facilitate management of the projects after the Company has received funding. We
agreed to pay management fees to Chuangrun of U.S. $1,500,000 for 2005, U.S.
$2,000,000 for 2006, and U.S. $3,000,000 for each year thereafter, as
compensation for Chuangrun acting as agent. The management fees include all
daily operating expenses, but do not include project deposits and upfront fees.

Other Relationships

Archer Pacific Management Inc. is a company controlled by Ernest Cheung,
our Chief Financial Officer and director. Mr. Cheung, has advanced $200,000 to
Chuangrun in January 2005 to close the acquisition of the advertising contracts.
Since our inception, Archer Pacific Management Inc., advanced demand loans to us
with an outstanding sum of $557,566 as of September 30, 2005, which were used
for organizational and start-up costs and operating capital to-date. The loans
do not bear interest and have not been paid as of the date hereof. The
outstanding amounts are non-interest bearing, unsecured and due on demand.

In November 2004, we issued a convertible loan in the amount of $20,000 to
an unrelated party who subsequently was elected as our officer and director. The
note was convertible into our common stock at $0.25 per share, after adjustment
for the 20 for 1 stock split. The loan was unsecured, bore interest at 5% per
annum, and was due on January 31, 2005. On January 18, 2005, the Company
received notice by the holder to convert the loan into common stock. We issued
80,000 shares of its common stock in March 2005.

From January 1, 2005 through November 30, 2005, we leased office space
from McKennon Wilson & Morgan LLP, an affiliate of our former Chief Financial
Officer, on a month to month basis at a rate of $1,000 per month.

There is an amount of $159,475 due to an ex-officer in relation to the
wages and rent payable to the ex-officer and the expenses incurred on behalf of
the Company.

Related party transactions are in the normal course of operations,
occurring on terms and conditions that are similar to those of transactions with
unrelated parties and, therefore, are measured at the exchange amount.

Principal Stockholders and Beneficial Ownership of Management.

The following table sets forth certain information regarding the
beneficial ownership of our common stock as of December 12, 2005 by the
following persons:

o each person who is known to be the beneficial owner of more than
five percent (5%) of our issued and outstanding shares of common
stock;

o each of our directors and executive officers; and

o all of our directors and executive officers as a group.

The following table assumes that there are 33,920,000 common shares issued
and outstanding immediately before this offering. Except as set forth in the
footnotes to the table, the persons names in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them, subject to community property laws where applicable.
A person is considered the beneficial owner of any securities as of a given date
that can be acquired within 60 days of such date through the exercise of any
option, warrant or right. Shares of common stock subject to options, warrants or
rights which are currently exercisable or exercisable within 60 days are
considered outstanding for computing the ownership percentage of the person
holding such options, warrants or rights, but are not considered outstanding for
computing the ownership percentage of any other person.

Number Of Shares
Name And Address (1) Beneficially Owned Percentage Owned
- ------------------------------------------------- ------------------ ----------------

Hanxiong Cai 20,338,235 60.0%
Ernest Cheung 0 *
Cai Han Li 1,500,000 4.42
Zhao Ai Ling 1,500,000 4.42
Edwon Lam 0 *

All directors and officers as a group (5 persons) 23,338,235 68.8%

- ----------------------------------------------
* Less than 1% of the outstanding shares of common stock.

(1) Unless otherwise noted, the address for each person is 168 Jiang Nan Da
Dao Zhong, CNOOC Building 12/F, Guangzhou, China.

Selling Security Holders

This prospectus relates to the offer and sale of 6,971,016 shares of our
common stock by the selling stockholders identified below. Except as indicated
below, none of the selling stockholders are or have been affiliates of ours.

The shares of common stock being offered by the selling stockholders are
issuable upon: (1) conversion of our convertible promissory notes dated as of
November 1, 2005 or (2) upon exercise of the related warrants. For additional
information regarding the convertible promissory notes, see "Description of
Securities--Convertible Promissory Notes." For additional information regarding
the warrants, see "Description of Securities--Warrants." We are registering the
shares in order to permit the selling stockholders to offer the shares of common
stock for resale from time to time.

The following table sets forth (i) the names of the selling stockholders,
(ii) the number of shares of common stock owned beneficially by each of them as
of December 12, 2005, (iii) the number of shares which may be offered pursuant
to this prospectus and (iv) the number of shares and percentage of class to be
owned by each selling stockholder after this offering. The selling stockholders
may sell all, some or none of their shares in this offering. See "Plan of
Distribution." Pursuant to various agreements with the selling stockholders, we
have filed a registration statement, of which this prospectus forms a part, in
order to permit those stockholders to resell to the public their shares of
common stock as specifically set forth below. The following information is based
upon information provided by the selling stockholders. Except as otherwise set
forth in the footnotes to the table, none of the selling stockholders has held
any position or office or has had any other material relationship with us or any
of our affiliates within the past three years other than as a result of his or
her ownership of shares of equity securities. Because the selling stockholders
may offer all, some or none of their common stock, no definitive estimate as to
the number of shares that will be held by the selling stockholders after this
offering can be provided.

Except as set forth in the footnotes to the table, the persons named in
the table have sole voting and investment power with respect to all shares of
common stock shown as beneficially owned by them, subject to community property
laws, where applicable. A person is considered the beneficial owner of any
securities as of a given date that can be acquired within 60 days of such date
through the exercise of any option, warrant or right. Shares of common stock
subject to options, warrants or rights which are currently exercisable or
exercisable within 60 days are considered outstanding for computing the
ownership percentage of the person holding such options, warrants or rights, but
are not considered outstanding for computing the ownership percentage of any
other person.

In accordance with the terms of the registration rights granted to the
holders of the convertible promissory notes dated November 1, 2005, this
prospectus covers the resale of at least that number of shares of common stock
equal to (i) the product of 1.75 and the number of shares of common stock
issuable upon conversion of the convertible promissory notes determined as if
the outstanding convertible promissory notes were converted in full as of the
date immediately preceding the filing of the registration statement of which
this prospectus is a part (without regard to any limitations on conversions) and
(ii) the number of shares of common stock issuable upon exercise of warrants
determined as if the warrants were exercised in full as of the date immediately
preceding the filing of the registration statement of which this prospectus
forms a part (without regard to any limitations on exercise). In addition, we
are registering 99,942 shares issuable upon exercise of the warrants issued to
Westcap Securities, Inc., in connection with the issuance of the convertible
promissory notes. Because of adjustments to and variations in the conversion
price of the convertible promissory notes, the number of shares that will
actually be issued upon conversion of the notes may be more or less than the
number of shares being offered by this prospectus. The fourth column assumes the
sale of all of the shares offered by the selling stockholders pursuant to this
prospectus.

Under the terms of the convertible promissory notes and the warrant issued
in connection therewith, the selling stockholders may not convert the
convertible promissory notes or exercise the warrants issued in connection
therewith, to the extent such conversion or exercise would cause the selling
stockholder, together with its affiliates, to have acquired a number of shares
of common stock which would exceed 4.99% of our then outstanding common stock,
excluding for purposes of such determination shares of common stock issuable
upon conversion of the convertible promissory notes which have not been
converted and upon exercise of the warrants issued in connection therewith which
have not been exercised. The number of shares in the second column does not
reflect this limitation.

The "Common Shares Beneficially Owned after Offering" column assumes the
sale of all shares offered by the selling stockholders set forth below (and
assumes exercise of the 2,598,516 warrants). The "Percentage of Common Shares
Beneficially Owned after Offering" column is based on 40,891,576 shares of
common stock outstanding as of December 12, 2005.

Shares Beneficially Owned
Prior to Offering (1)
------------------------
Shares Percentage of
Number Beneficially Class
Number of of Shares Owned After Owned After
Name Shares Owned Offered Offering (2) Offering (2)
- ------------------------------------ ------------ --------- ------------ -------------

Alpha Capital Akhengesellschaft (3) 2,285,715 3,142,858 0 *
The Nutmeg Group (4) 285,715 392,858 0 *
Professional Traders Fund LLC (5) 571,428 785,714 0 *
Platinum Long Term Growth I, LLC (6) 1,428,572 1,964,286 0 *
Paul Masters IRA (4) 285,715 392,858 0 *
Alexander Buchana Lewis (7) 140,000 192,500 0 *
Westcap Securities, Inc. (8) 99,942 99,942 0 *

TOTAL 5,097,084 6,971,016 0 *

* Less than one percent (1%).

(1) Includes shares underlying presently exercisable warrants.

(2) Assumes all of the offered shares are sold.

(3) Includes 571,429 shares underlying warrants exercisable at $0.52 per
share, 571,429 shares underlying warrants exercisable at $0.66 per share.

(3) Includes 71,429 shares underlying warrants exercisable at $0.52 per share,
71,429 shares underlying warrants exercisable at $0.66 per share.

(3) Includes 142,857 shares underlying warrants exercisable at $0.52 per
share, 142,857 shares underlying warrants exercisable at $0.66 per share.

(3) Includes 571,429 shares underlying warrants exercisable at $0.52 per
share, 571,429 shares underlying warrants exercisable at $0.66 per share.

(3) Includes 357,143 shares underlying warrants exercisable at $0.52 per
share, 357,143 shares underlying warrants exercisable at $0.66 per share.

(3) Includes 35,000 shares underlying warrants exercisable at $0.52 per share,
35,000 shares underlying warrants exercisable at $0.66 per share.

(8) Includes 49,971 shares underlying warrants exercisable at $0.52 per share
and 49,971 shares underlying warrants exercisable at $0.66 per share.
Westcap Securities Inc., is a registered broker dealer.

Description of Securities

Common Stock

We are authorized to issued 1,500,000,000 shares of common stock, of
which, as of the date of this prospectus, 33,920,000 shares were issued,
outstanding, and held by approximately 50 record holders. Each holder of common
stock is entitled to one vote per share on all matters voted on generally by the
stockholders, including the election of directors, and, except as otherwise
required by law or except as provided with respect to any series of preferred
stock, the holders of the shares possess all voting power. Our charter does not
provide for cumulative voting for the election of directors. As a result, under
Nevada Law, the holders of more than one-half of the outstanding shares of
common stock generally will be able to elect all of our directors then standing
for election and holders of the remaining shares will not be able to elect any
director. Subject to any preferential rights of any series of preferred stock,
holders of shares of common stock will be entitled to receive dividends on the
stock out of assets legally available for distribution when, as and if
authorized and declared by our Board of Directors. The payment of dividends on
the common stock will be a business decision to be made by our Board of
Directors from time to time based upon results of our operations and our
financial condition and any other factors as our Board of Directors considers
relevant. Payment of dividends on the common stock may be restricted by loan
agreements, indentures and other transactions entered into by us from time to
time. Any material contractual restrictions on dividend payments will be
described in the applicable prospectus supplement. Subject to any preferential
rights of any series of preferred stock, holders of shares of common stock are
entitled to share ratably in our assets legally available for distribution to
our stockholders in the event of our liquidation, dissolution or winding up.
Holders of common stock have no preferential, preemptive, conversion or exchange
rights.

Convertible Promissory Notes

On November 1, 2005, we issued $874,500 of principal amount of convertible
promissory notes and warrants to purchase shares of the Company's common stock.
The aggregate gross proceeds from the sale of the notes and warrants were
$874,500. The convertible notes are due on May 1, 2007 and bear interest at the
prime rate plus four percent (4%). The notes are initially convertible into the
common shares at a conversion price of $0.35 per share. After the occurrence of
an event of default under the notes, the conversion price shall be adjusted to
eighty percent (80%) of the volume weighted average price of our common shares
for the five trading days prior to a conversion date.

Commencing on the seventh month of the notes, we must make a payment of
one-twelfth (1/12) of the principal amount of each note, either in cash or by
conversion of such amount into our common shares. If, on the payment date, the
market price for our common shares are below $0.70 per share, we may make this
payment either in cash at 110% of the amount of the payment or in our common
shares at a conversion rate equal to the lesser of $0.35 per share or eighty
percent (80%) of the volume weighted average price of our common shares for the
five trading days prior to a conversion date, subject to certain limitations.
However, if, on the payment date, the market price for our common shares is
equal to or greater than $0.70 per share, then we must make this payment in our
common shares at a conversion price of $0.35 per share.

Warrants

The notes were issued with Series "A" Warrants to purchase up to 1,249,287
shares of our common stock at an exercise price of $0.52 per share until
November 1, 2010 and Series "B" Warrants to purchase up to 1,249,287 shares of
our common stock at an exercise price of $0.66 per share until November 1, 2010.

Warrant Issued to Westcap Securities Inc.

On November 1, 2005, we issued (i) a Series "A" Warrant to purchase up to
49,971 shares of our common stock at an exercise price of $0.52 per share until
November 1, 2010 and (ii) a Series "B" Warrant to purchase up to 49,971 shares
of our common stock at an exercise price of $0.66 per share until November 1
2010.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Signature Stock
Transfer, Inc.

Legal Matters

Spectrum Law Group, LLP and certain affiliates of Spectrum Law Group, LLP
may be issued shares of our common stock being offered by the prospectus.

Experts

Our financial statements for the year ended December 31, 2004 appearing in
this prospectus and this registration statement have been audited by Moore
Stephens Ellis Foster Ltd., independent auditors, as set forth in their report
thereon, which contains an explanatory paragraph with respect to the uncertainty
surrounding our ability to continue as a going concern, appearing elsewhere
herein, and are included in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing

Changes In Disagreements With Accountants on Accounting and Financial
Disclosure

On May 5, 2005, we dismissed Moore Stephens Ellis Foster Ltd. as our
independent accountants, and we engaged Ernst & Young LLP as our independent
accountants.

The reports of Moore Stephens Ellis Foster Ltd. on our financial
statements for the fiscal years ended December 31, 2004 and 2003 did not contain
an adverse opinion or a disclaimer of opinion, nor were such reports qualified
or modified as to uncertainty, audit scope or accounting principles, except that
the accountant's reports of Moore Stephens Ellis Foster Ltd. on our financial
statements for the fiscal years ended December 31, 2004 and 2003 stated that we
had suffered losses from operations and required additional capital and that
these factors raised substantial doubt about our ability to continue as a going
concern.

The decision to change accountants from Moore Stephens Ellis Foster Ltd.
to Ernst & Young LLP as approved by our board of directors.

During our fiscal years ended July 31, 2004 and 2003 and the subsequent
interim period through May 5, 2005, the date of the dismissal of Moore Stephens
Ellis Foster Ltd., we did not have any disagreement with Moore Stephens Ellis
Foster Ltd .on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.

During that time, there were no "reportable events" as set forth in Item
304(a)(1)(i-v) of Regulation S-B adopted by the Securities and Exchange
Commission, except that the accountant's reports of Moore Stephens Ellis Foster
Ltd. on our financial statements for the fiscal years ended July 31, 2002 and
2003 stated that we had suffered losses from operations and required additional
capital and that these factors raised substantial doubt about our ability to
continue as a going concern.

We engaged Ernst & Young LLP on May 5, 2005. We had not consulted Ernst &
Young LLP regarding any of the matters specified in Item 304(a)(2) of Regulation
S-B.

We provided Moore Stephens Ellis Foster Ltd. with a copy of this
disclosure prior to its filing with the Commission. Moore Stephens Ellis Foster
Ltd. provided us with a letter stating that they had reviewed the our statements
included under Item 4.01 of our Current Report and that they agreed with the
statements contained therein, except that they are not in a position to agree or
disagree with our statement that the change was approved by the Board of
Directors.. A copy of this letter was filed with our filing with the Commission.

Available Information

We file reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy this information at
the Public Reference Room maintained by the Securities and Exchange Commission
at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C., 20549. You may
obtain information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. Our filings are also available on the Securities
and Exchange Commission's website on the Internet at http://www.sec.gov.

Statements contained in this prospectus or in any document incorporated by
reference herein or therein as to the contents of any contract or other document
referred to herein or therein are not necessarily complete, and in each instance
reference is made to the copy of the contract or other document filed as an
exhibit to, or incorporated by reference in, the registration statement, each
statement being qualified in all respects by such reference.

We have elected to "incorporate by reference" certain information into
this prospectus. By incorporating by reference, we can disclose important
information to you by referring you to another document we have filed separately
with the Securities and Exchange Commission. The information incorporated by
reference is deemed to be part of this prospectus, except for information
incorporated by reference that is superseded by information contained in this
prospectus, any applicable prospectus supplement or any document we subsequently
file with the Securities and Exchange Commission that is incorporated or deemed
to be incorporated by reference in this prospectus. Likewise, any statement in
this prospectus or any document which is incorporated or deemed to be
incorporated by reference herein will be deemed to have been modified or
superseded to the extent that any statement contained in any document that we
subsequently file with the Securities and Exchange Commission that is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes that statement. We incorporate by reference the following documents
that we have previously filed with the Securities and Exchange Commission (other
than information in such documents that is deemed not to be filed):

(a) Annual Report on Form 10-KSB for the fiscal year ended December 31,
2004;

(b) Quarterly Reports of Form 10-QSB for the fiscal quarters ended March
31, 2005, June 30, 2005 and September 30, 2005;

(c) Current Reports on Form 8-K, filed on November 7, 2005, October 7,
2005, June 17, 2005, February 8, 2005 and December 30, 2004 and any amendments
thereto; and

(d) Registration Statement on Form SB-2 filed on October 30, 2002 and any
amendments thereto.

We will provide without charge to each person to whom a copy of this
prospectus has been delivered, on the written or oral request of that person, a
copy of any or all of the documents referred to above which have been or may be
incorporated by reference in this prospectus other than exhibits to these
documents, unless the exhibits are also specifically incorporated by reference
herein. Requests for copies should be directed to China Media1 Corp., 141-757
West Hastings St., Suite 328, Vancouver, B.C. Canada V6C 1A1 and telephone
number: (778) 881-0939.

The information relating to us contained in this prospectus does not
purport to be complete and should be read together with the information
contained in the documents incorporated or deemed to be incorporated by
reference in this prospectus.

Index to Financial Statements

Report of Independent Registered Public Accounting Firm......................F-2

Balance Sheet................................................................F-3

Statements of Operation......................................................F-4

Statements of Stockholder's Equity (Deficit).................................F-5

Statements of Cash Flows.....................................................F-6

Note to Financial Statements.................................................F-7

Unaudited Interim Financial Statements:

Balance Sheet as of September 30, 2005 (unaudited)..........................F-14

Statements of Operations for the three and nine months ended September
30, 2005 and 2004 (unaudited).............................................F-15

Statement of Stockholder's Equity (unaudited)...............................F-16

Statements of Cash Flows for the nine months ended September 30, 2005
and 2004 (unaudited)......................................................F-17

Notes to the Financial Statements (unaudited)...............................F-18

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

CHINA MEDIA1 CORPORATION

(formerly Eagle River Mining Corp.)

(A development-stage company)

We have audited the balance sheet of China Media1 Corp. formerly Eagle River
Mining Corp. (the "Company"), a development-stage company as of December 31,
2004, the related statements of operations and cash flows for each of the two
years in the period ended December 31, 2004, and the period from August 6, 2002
(inception) to December 31, 2004, and the statements of stockholders' equity
(deficit) for the period from August 6, 2002 (inception) to December 31, 2002
and for each of the two years in the period ended December 31, 2004. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 2004, and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 2004, and the period from August 6, 2002 (inception)
to December 31, 2004, in conformity with generally accepted accounting
principles in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered losses from operations and
requires additional capital. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Vancouver, Canada /s/ MOORE STEPHENS ELLIS FOSTER LTD.

March 22, 2005 Chartered Accountants

F-2

CHINA MEDIA1 CORP.
(formerly Eagle River Mining Corp.)
(A development-stage company)

Balance Sheet
December 31, 2004
(Expressed in U.S. Dollars)

ASSETS

Current assets:
Cash and cash equivalents $ 3,267
Demand note receivable from related party (Note 3) 181,208
Total current assets 184,475

Mineral property (Note 4) --

Total assets $ 184,475

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities $ 5,830
Due to directors (Note 6) 132,844
Due to a shareholder (Note 6) 20,916
Convertible note due to related party (Note 6) 20,000
Total current liabilities 179,590
Commitments and contingencies (Note 7)
Stockholders' Equity (Notes 1, 2, 6 and 8):
Common stock, 1,500,000,000 shares authorized, par value of $0.00005 per
share, 30,140,000 shares issued and outstanding 1,507
Additional paid-in capital 112,696
Deficit accumulated during the development stage (109,318)
Total stockholders' equity 4,885

Total liabilities and stockholders' equity $ 184,475

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

F-3

CHINA MEDIA1 CORP.
(formerly Eagle River Mining Corp.)
(A development-stage company)

Statements of Operations
(Expressed in U.S. Dollars)

Years Ended December 31,

August 6,
2002 (inception)
to Years Ended December 31,
December 31, ----------------------------
2004 2004 2003
---------------- ------------ ------------

Revenues $ -- $ -- $ --

General and administrative expenses 136,803 77,983 38,210

Loss from operations (136,803) (77,983) (38,210)

Other income 27,485 10,640 13,491

Net loss $ (109,318) $ (67,343) $ (24,719)

Net loss per share
- - basic and diluted $ (0.00) $ (0.00)

Weighted average number of
Common shares outstanding
- - basic and diluted 30,140,000 25,217,480

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

F-4

CHINA MEDIA1 CORP.
(formerly Eagle River Mining Corp.)
(A development-stage company)

Statements of Stockholders' Equity (Deficiency)
(Expressed in U.S. Dollars)

Deficit
accumulated Total
Additional during stockholders'
Common stock paid-in development Equity
Shares Amount capital stage (deficiency)
---------- ------ ---------- ----------- -------------

Issuance of common stock for cash

August 6, 2002, $0.0067 per share 18,000,000 $ 900 $ 5,130 $ -- $ 6,030
Comprehensive income (loss)-
Net loss for the period -- -- -- (17,256) (17,256)
Balance, December 31, 2002 18,000,000 $ 900 $ 5,130 $ (17,256) $ (11,226)

Issuance of common stock for cash on
May 28, 2003, $0.10 per share 12,140,000 607 60,093 -- 60,700
Imputed interest calculated on advances
from stockholders -- -- 7,954 -- 7,954
Comprehensive income (loss)-
Net loss for the year -- -- -- (24,719) (24,719)

Balance, December 31, 2003 30,140,000 $1,507 $ 73,177 $ (41,975) $ 32,709

Imputed interest calculated on advances
from stockholders -- -- 9,519 -- 9,519
Fair value of services provided by officers
and directors -- -- 30,000 -- 30,000
Comprehensive income (loss)-
Net loss for the year -- -- -- (67,343) (67,343)

Balance, December 31, 2004 30,140,000 $1,507 $ 112,696 $ (109,318) $ 4,885

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

F-5

CHINA MEDIA1 CORP.
(formerly Eagle River Mining Corp.)
(A development-stage company)

Statements of Cash Flows
(Expressed in U.S. Dollars)

Years ended December 31,

August 6,
2002 (inception) Years ended
to December 31,
December 31 --------------------
2004 2004 2003
---------------- -------- --------

Cash flows from (used) in operating activities
Net loss for the period $(109,318) $(67,343) $(24,719)
Adjustment to reconcile net loss to
net cash used in operating activities:
Fair value of officer compensation 30,000 30,000 --
Imputed interest expense 17,473 9,519 7,954
Changes in operating assets and liabilities-
Increase in accounts payable and accrued
liabilities 5,830 5,830 --

Net cash used in operating activities (56,015) (21,994) (16,765)

Cash flows used in investing activities-
Advances under demand note receivable (181,208) (9,662) (37,037)

Cash flows from financing activities:

Advances (repayments) from directors and a
shareholder 153,760 11,231 (15,426)
Proceeds from convertible note to related party 20,000 20,000 --
Proceeds from issuance of common stock 66,730 -- 60,700

Net cash provided by financing activities 240,490 31,231 45,274

Increase (decrease) in cash and cash equivalents 3,267 (425) (8,528)

Cash and cash equivalents, beginning of period -- 3,692 12,220

Cash and cash equivalents, end of period $ 3,267 $ 3,267 $ 3,692

Supplemental disclosures of cash flow information:
Interest expense paid in cash $ -- $ -- $ --
Income taxes paid in cash $ -- $ -- $ --

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

F-6

CHINA MEDIA1 CORP.
Formerly Eagle River Mining Corp.
(A development-stage company)

Notes to Financial Statements
(Expressed in U.S. Dollars)

Note 1 - Organization and Business

China Media1 Corp., formerly Eagle River Mining Corp., was formed on August 6,
2002 under the laws of the State of Nevada. The Company changed its name to
China Media1 Corp. (the "Company") on January 14, 2005. The Company, a
development-stage company until the first quarter of 2005, was initially engaged
in the acquisition and exploration of mineral properties. On December 26, 2004,
the Company signed an agreement to acquire two advertising contracts from the
Chuangrun Group of Companies ("Chuangrun") located in the Peoples Republic of
China ("China") through issuance of 3,700,000 new shares and inducing existing
shareholders to transfer 17,300,000 shares, as well as paying $200,000 to
Chuangrun (see Note 8). The acquisition of the contracts resulted in a change in
ownership of the Company. The Company commenced revenues from its advertising
contracts in the first quarter of 2005.

F-7

Note 2 - Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course
of business, under accounting principles generally accepted in the United States
of America. The Company has incurred net losses since inception, and requires
additional capital to repay certain debts to related parties, as well as to fund
its operations. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management plans to raise equity
financing to repay certain obligations with related parties totalling
approximately $300,000, $200,000 of which was advanced after year end to
consummate the acquisition of the advertising contracts, and fund expansion of
operations in China, as well as administrative and regulatory compliance in the
United States. There are no assurances that management will be successful in
their plans to obtain financing. The accompanying financial statements do not
include any adjustments that might result from this uncertainty.

Stock Split

The Company effected a 20-for-1 forward stock split on January 14, 2005. All
share information has been retroactively restated for the periods presented.

Accounting Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates
and assumptions. The significant estimates made during the year ended December
31, 2004, were related to the fair value of services provided at no cost to the
Company by its officers and directors.

Concentration of Credit Risk

The Company places its cash and cash equivalents with high credit quality
financial institutions. As of December 31, 2004 and 2003, the Company had no
deposit in a bank beyond insured limits.

Foreign Currency Translations

The Company is located and operating outside of the United States of America. It
maintains its accounting records in U.S. Dollars, as follows:

At the transaction date, each asset, liability, revenue and expense is
translated into U.S. dollars by the use of the exchange rate in effect at that
date. At the period end, monetary assets and liabilities are remeasured by using
the exchange rate in effect at that date. The resulting foreign exchange gains
and losses are included in operations.

The Company is operating outside the United States of America and has
significant exposure to foreign currency risk due to the fluctuation of the
currency in which the Company operates and the U.S. dollars.

F-8

Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a specific point in
time, based on relevant information about financial markets and specific
financial instruments. As these estimates are subjective in nature, involving
uncertainties and matters of significant judgment, they cannot be determined
with precision. Changes in assumptions can significantly affect estimated fair
values.

These financial instruments include cash and cash equivalents, a demand note
from a related party, accounts payable and accrued liabilities and due to
related parties. Fair values were assumed to approximate carrying values for
these financial instruments, except where noted, since they are short term in
nature and their carrying amounts approximate fair values or they are receivable
or payable on demand. Management is of the opinion that the Company is not
exposed to significant interest or credit risks arising from these financial
instruments.

Fair Value of Shareholders and Officer Transactions

The Company's officers provide services at no charge. The Securities and
Exchange Commission (the "SEC"), issued Staff Accounting Bulletin ("SAB") No. 79
Shareholder Transactions, whereby the Company is required to assess the fair
value of transactions and services provided to the Company. The estimated fair
value of services rendered by certain of its officers and directors, which are
also shareholders, was $30,000 for the year ended December 31, 2004, beginning
in May 2004, the date the management in place at that time determined the
Company became active. No charge was made to operations in from inception to
December 31, 2003 because the Company was deemed inactive.

Mineral Properties and Exploration Expenses

Exploration costs are charged to operations as incurred until such time that
proven reserves are discovered. From that time forward, the Company will
capitalize all costs to the extent that future cash flow from mineral reserves
equals or exceeds the costs deferred. The deferred costs will be amortized over
the recoverable reserves when a property reaches commercial production. As at
December 31, 2004, the Company did not have proven reserves and no costs were
capitalized.

Costs of initial acquisition of mineral rights and concessions are capitalized
until the properties are abandoned or the right expires.

Asset Retirement Obligations

The Company recognizes a liability for future retirement obligations associated
with the Company's capital assets. The estimated fair value of the asset
retirement obligation is based on the current cost escalated at an inflation
rate and discounted at a credit adjusted rate. This liability is capitalized as
part of the cost of the related asset and amortized over its productive life.
The liability accretes until the Company settles the obligation. As of December
31, 2004 and 2003, the Company had no asset retirement obligations.

Intangible Assets

The Company adopted the Statement of Financial Accounting Standards No. 142
(SFAS 142), "Goodwill and Other Intangible Assets", which requires that goodwill
and intangible assets with indefinite life are not amortized but rather tested
at least annually for impairment. Intangible assets with a definite life are
required to be amortized over their useful life or estimated useful life. The
Company does not have any goodwill nor intangible assets with indefinite or
definite life since inception.

Long-Lived Assets

Long-term assets of the Company are reviewed when changes in circumstances
require as to whether their carrying value has become impaired, pursuant to
guidance established in Statement of Financial Accounting Standards No. 144
(SFAS 144), Accounting for the impairment or Disposal of Long-Lived Assets.
Management considers assets to be impaired if the carrying value exceeds the
future projected cash flows from related operations (undiscounted and without
interest charges). If impairment is deemed to exist, the assets will be written
down to fair value.

F-9

Revenue Recognition

The Company will record revenues from its advertising when the services are
rendered, and evidence that a written arrangement exists and the amounts are
deemed collectible. Prepayments will be deferred as a liability and recognized
as revenues over the service period. Revenues from exploration activities are
not expected to materialize within the next 12 months.

Advertising Expenses

The Company expenses advertising costs as incurred. There were no advertising
expenses incurred by the Company for the years ended December 31, 2004 and 2003.

Stock-Based Compensation

The Company adopted the fair value method of accounting for stock-based
compensation recommended by of Statement of Financial Accounting Standards No.
123 (SFAS 123), "Accounting for Stock-based Compensation".

The Company does not have a stock option plan nor has it granted any stock
options since inception.

Income Taxes

The Company has adopted Statement of Financial Accounting Standards No. 109
(SFAS 109), Accounting for Income Taxes, which requires the Company to recognize
deferred tax liabilities and assets for the expected future tax consequences of
events that have been recognized in the Company's financial statements or tax
returns using the liability method. Under this method, deferred tax liabilities
and assets are determined based on the temporary differences between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect in the years in which the differences are expected to reverse.

Earnings (Loss) Per Share

Earnings (loss) per share is computed using the weighted average number of
shares outstanding during the period. The Company has adopted SFAS No. 128,
"Earnings Per Share". Diluted loss per share is equivalent to basic loss per
share because there are no dilutive securities.

Comprehensive Income

The Company has adopted Statement of Financial Accounting Standards No. 130
(SFAS 130), Reporting Comprehensive Income, which establishes standards for
reporting and display of comprehensive income, its components and accumulated
balances. The Company is disclosing this information on its Statement of
Stockholders' Equity (Deficiency). Comprehensive income comprises equity except
those resulting from investments by owners and distributions to owners.

The Company has no elements of "other comprehensive income" for the years ended
December 31, 2004 and 2003.

New Accounting Pronouncements

In December 2004, the FASB issued a revision of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS
123R). SFAS 123R supersedes APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and its related implementation guidance. SFAS 123R establishes
standards for the accounting for transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. SFAS 123R does not change the accounting guidance for
share-based payment transactions with parties other than employees provided in
SFAS 123 as originally issued and EITF Issue No. 96-18, "Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services." SFAS 123R is effective for interim
reporting period that begins after June 15, 2005. The adoption of SFAS 123R will
not have any impact on its financial position, results of operations, or cash
flows, until such time the board of directors sponsors a plan and the
shareholders approve a plan.

F-10

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- - an amendment of APB Opinion No. 29." The guidance in APB Opinion No. 29,
"Accounting for Nonmonetary Transactions," is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged and provided an exception to the basic measurement
principle (fair value) for exchanges of similar productive assets. That
exception required that some nonmonetary exchanges, although commercially
substantive, be recorded on a carryover basis. This Statement eliminates the
exception to fair value for exchanges of similar productive assets and replaces
it with a general exception for exchange transactions that do not have
commercial substance-that is, transactions that are not expected to result in
significant changes in the cash flows of the reporting entity. The provisions of
this Statement are effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005, applied prospectively. This statement
does not affect the Company currently.

Note 3 - Demand Notes Receivable from Related Party

The promissory notes receivable is advanced to a company owned by an individual
related to a director of the Company. The notes are unsecured bearing interest
at 6% per annum accrued daily and repayable on demand.

2004 2005

Principal $161,025 $161,025
Accrued interest 20,183 10,521
-------- --------
$181,208 $171,546
======== ========

This note is guaranteed by the directors and a shareholder, to whom the Company
owed a total of $153,760 as at December 31, 2004.

Note 4 - Mineral Property

British Columbia, Canada - Sun Set Property

In 2002, the Company staked, under the name of a Company director, a mineral
property consisting of two (2) claims covering approximately 2,500 acres located
in Vernon, Canada, for approximately US$1,592. The director is the legal title
holder of the claims; however, an unofficial deed has been signed by that
director transferring 100% interest to the Company. This deed will not be filed
with the appropriate government agent until such time that the Company starts
its exploration production and demands the transfer of these legal titles.

Note 5 - Income Taxes

As at December 31, 2004, the Company has estimated net operating losses carry
forward for tax purposes of $84,000, which expire through 2024 for United States
income tax reporting purposes. This amount may be applied against future federal
taxable income. The Company evaluates its valuation allowance requirements on an
annual basis based on projected future operations. When circumstances change and
this causes a change in management's judgement about the realizability of
deferred tax assets, the impact of the change on the valuation allowance is
generally reflected in current operations.

The Company cannot deduct the fair value of officer and director compensation
recorded in the financial statements totalling $30,000 for 2004 (Note 2). Such
amount is the most significant cause for the difference between reported
operating losses for income tax and financial reporting purposes.

The tax effects of temporary differences that give rise to the Company's
deferred tax asset (liability) are as follows:

F-11

2004 2005

Tax loss carryforwards $ 28,560 $ 16,450
Valuation allowance (28,560) (16,450)
-------- --------
$ -- $ --
======== ========

Note 6 - Related Party Transactions

Related party transactions not disclosed elsewhere in these financial statements
are as follows:

In fiscal year 2004, interest income of $9,662 ($9,012 in 2003) was earned from
a company controlled by an individual related to a director of the Company. At
year-end, this amount remained unpaid and is included in demand promissory note
(Note 3).

The amounts due to two directors and a shareholder are non-interest bearing,
unsecured and due on demand. The Company recorded imputed interest of $9,519
(2003 - $7,954) at an interest rate of 5% per annum.

In November 2004, the Company issued a convertible loan in the amount of $20,000
to an unrelated party, whom subsequently was elected an officer and director of
the Company. The note was convertible into the Company's common stock at $0.25
per share, after adjustment for the 1 for 20 stock split. The loan was
unsecured, bore interest at 5% per annum, and was due on January 31, 2005. On
January 18, 2005, the Company received notice by the holder to convert the loan
into common stock. The Company will issue 80,000 shares of its common stock in
March 2005. There was no beneficial conversion price in connection with this
agreement as the conversion price exceeded the fair value of the Company's
common stock on the date of issuance, the date the conversion was available.

Note 7 - Contingency

In March 2005, the Company received notice from an individual claming to be a
valid holder of warrants to purchase 2,000,000 shares (post 20 for 1 stock
split) of the Company's common stock at $0.05 per share, dated May 2004.
Management of the Company with knowledge of facts and circumstances at the time,
immediately denied any prior knowledge or execution of any such transaction. The
Company's counsel has notified the claimant that the purported warrant is not
valid and will not be acknowledged. No compensation expense has been recorded in
the Company's financial statements because no services were provided by the
claimant related to the purported warrant and the potential warrant value in May
2004 would have been insignificant because the exercise price significantly
exceeded the trading price of the Company's common stock at that time.

F-12

Note 8 - Subsequent Events and Commitments

Contract rights

On December 26, 2004, the Company signed an agreement to acquire the two
following contracts from the Chuangrun located in Southern China: Guangzhou New
Baiyun Airport Scrolling Advertising Signs - the contract provides for the
installation of 100 large size scrolling three-poster signs in the passenger
terminal of the Guangzhou Airport, China. In connection therewith, the Company
is required to pay approximately $1,100,000 seven (7) days after the contract
commences and $1,100,000 every three months thereafter for a total of four (4)
payments in the aggregate or approximately $4,400,000 for the first full year
and approximately $4,400,000 for year 2. For year three (3) through year four
(4), the fees increase by 3% from the base year of $4,400,000 or approximately
$4,550,000 for year three and four. In year five (5) and thereafter, the fees
increase 10% from year four or to approximately $4,900,000. The term of the
contract is for a period of ten (10) years with an option to renew for an
additional ten (10) year period for a total of 20 years. The first payment is
expected to occur in May 2005 at which time the contract officially commences.

Guangzhou MTR (subway) Pillar Advertising Contract - the contract provides for
pillar wrap around advertising for 12 stations along the Guangzhou Subway system
in China. In connection therewith, the Company is required to pay $12,000,
monthly. This contract commenced in February 2005.

The Company issued 3,700,000 new shares and induced existing shareholders to
transfer 17,300,000 shares, as well as paid Chuangrun $200,000 for the
contracts. The transaction closed on February 1, 2005 and is retroactive to
January 1, 2005.

On March 11, 2005, the Company entered into an additional contract for
installation of 50 exterior scrolling advertising signs the Guangzhou New Baiyun
Airport. In connection therewith, the Company is required to pay approximately
$723,000, 15 days after the contract commences and $361,000 every six (6) months
thereafter during year one (1) through year three (3). For year four (4) through
year six (6), the fees are approximately $1,083,000. In year seven (7) and
thereafter, the fees are approximately $1,444,000. The term of the contract is
for a period of ten (10) years, with an option to renew for an additional ten
years.

Shareholder and Director Resolutions

On January 14, 2005, the Board of Directors and shareholders of the Company
approved the following transactions:

The authorized share capital of the Company was increased to 1,500,000,000
shares of common stock with a par value of $0.00005 per share. The name of the
Company was changed to China Media1 Corp. The number of director positions of
the Company was increased from three to seven and new directors were named.

A forward split of the shares of common stock of the Company on a 20 for 1
basis. All shares and per share amounts were retroactively adjusted for all
periods presented to reflect the stock split.

Rental Agreement

The Company entered into an agreement, effective April 1, 2005, whereby it will
pay an entity for rentals of 150 rolling poster signs for use in the Guangzhou
Airport. The Company will pay fees equal to 30% of revenues generated under the
Guangzhou Airport contract until minimum revenues are met, which is estimated to
be during the first six months, then 25% during the next six months (or three
months for certain signs) and 20%, thereafter. The term of the contract is five
(5) years.

Maintenance Agreement

Management expects to enter into a maintenance contract, whereby it will pay
fees equal to 5% of revenues from the Guangzhou Airport contract.

Advertising Agency Agreement

On April 5, 2005, the Company entered into an agreement with an advertising
agency (the "Agency") for supply advertising on 30 exterior scrolling
advertising signs for a period of one (1) year, commencing May 1, 2005. Within
20 days of this contract, when 30% of the signs are in service, the Agency shall
pay the Company a 10% contract fulfilment guarantee in amount of approximately
$630,000. Within one (1) month after the first payment, the remaining 90% or
approximately $5,600,000.

F-13

CHINA MEDIA1 CORP.
(formerly Eagle River Mining Corp.)
BALANCE SHEETS
September 30, 2005 and December 31, 2004
(Unaudited)
(Expressed in U.S. Dollars)

September 30, December 31,
(See note 2 - Basis of presentation) 2005 2004
- ------------------------------------------------------------------------------------------------------------------

ASSETS (Unaudited) (Audited)

Current Assets
Cash and cash equivalents $ 1,572 $ 3,267
Accounts receivable 701,555 --
Demand note receivable from related party -- 181,208
Production costs 1,600 --
- ------------------------------------------------------------------------------------------------------------------
Total current assets 704,727 184,475

Leasehold improvements, net of accumulated amortization of $5,906 33,463 --
Deposits (Note 3) 891,720 --

- ------------------------------------------------------------------------------------------------------------------
Total Assets $ 1,629,910 $ 184,475
==================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payables $ 136,325 $ 5,830
Customer deposits 642,038 --
Due to related parties (Note 4) 1,739,757 153,760
Convertible note due to related party -- 20,000
- ------------------------------------------------------------------------------------------------------------------
Total current liabilities 2,518,120 179,590
- ------------------------------------------------------------------------------------------------------------------

Commitments and Contingencies -- --

Stockholders' Equity (Deficiency):
Common Stock, 1,500,000,000 shares authorized, par value of $0.00005 per share,
33,920,000 shares issued and outstanding 1,696 1,507
Additional paid in capital -- 112,696
Accumulated other comprehensive loss (6,423) --
Accumulated deficit (883,483) (109,318)

- ------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity (Deficiency) (888,210) 4,885
- ------------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity $ 1,629,910 $ 184,475
==================================================================================================================

The accompaning notes are an integral part of these financial statements

F-14

CHINA MEDIA1 CORP.
(formerly Eagle River Mining Corp.)
STATEMENTS OF OPERATIONS
For the three-month and nine-month periods ended September 30, 2005 and 2004
(Unaudited)
(Expressed in U.S. Dollars)

Three months ended Nine months ended
September 30, September 30,
---------------------------- ----------------------------
(See note 2 - Basis of presentation) 2005 2004 2005 2004
- --------------------------------------------------------------------------------------------------------------------

Revenues $ 554,765 $ -- $ 1,219,457 $ --

Cost of revenues 98,151 -- 250,963 --

- --------------------------------------------------------------------------------------------------------------------
Gross profit 456,614 -- 968,494 --
- --------------------------------------------------------------------------------------------------------------------

Operating expenses:
Sales commissions 83,214 -- 182,918 --
General and administrative, excluding
management fees to related party 23,016 4,344 367,248 14,526
Management fees to related party 375,000 -- 1,125,000 --

- --------------------------------------------------------------------------------------------------------------------
Total operating expenses 481,230 4,344 1,675,166 14,526
- --------------------------------------------------------------------------------------------------------------------

Net Loss $ (24,616) $ (4,344) $ (706,672) $ (14,526)
====================================================================================================================

Net Loss per share- basic and diluted $ (0.00) $ (0.00) $ (0.02) $ (0.00)
============================================================

Weighted average number of common shares outstanding:
- basic and diluted 33,920,000 30,140,000 33,494,872 30,140,000
============================================================

The accompaning notes are an integral part of these financial statements

F-15

CHINA MEDIA1 CORP.
(formerly Eagle River Mining Corp.)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Nine-month periods ended September 30, 2005 and 2004
(Unaudited)
(Expressed in U.S. Dollars)

Accumulated Total
Additional other stockholders'
Common stock paid-in comprehensive Accumulated Equity
(See note 2 - Basis of presentation) Shares Amount capital loss Deficit (deficiency)
- ----------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2003 30,140,000 $1,507 $ 73,177 $ -- $ (41,975) $ 32,709

Imputed interest calculated on advances
from stockholders -- -- 9,519 -- -- 9,519

Fair vlaue of services provided by
officers and directors -- -- 30,000 -- -- 30,000

Comprehensive income (loss)-
Net loss for the year -- -- -- -- (67,343) (67,343)

- ----------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2004 30,140,000 $1,507 $ 112,696 $ -- $ (109,318) $ 4,885

Issuance of common stock upon the
conversion of loan 80,000 4 19,996 -- -- 20,000

Issuance of common stock for acquisition
of Airport and MTR projects 3,700,000 185 (132,692) -- (67,493) (200,000)

Comprehensive income (loss)-
Foreign translation adjustment -- -- -- (6,423) -- (6,423)
Net loss for the nine months ended
September 30, 2005 -- -- -- -- (706,672) (706,672)

- ----------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2005 33,920,000 $1,696 $ -- $ (6,423) $ (883,483) $ (888,210)
============================================================================================================================

The accompaning notes are an integral part of these financial statements

F-16

CHINA MEDIA1 CORP.
(formerly Eagle River Mining Corp.)
STATEMENTS OF CASH FLOWS
For the nine-month periods ended September 30, 2005 and 2004
(Unaudited)
(Expressed in U.S. Dollars)

(See note 2 - Basis of presentation) 2005 2004
- ------------------------------------------------------------------------------------------------------

Cash flows from operating activities
Net loss for the period $ (706,672) $(14,526)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization 5,906 --
Translation adjustment (6,423) --
Changes in operating assets and liabilities
(Increase) Decrease in accounts receivables (701,555) 1,120
(Increase) Decrease in production costs (1,600) --
(Increase) Decrease in refundable deposits (891,720) --
Increase (Decrease) in accounts payable 22,169 313
Increase (Decrease) in accrued liabilities 254,326 --
Increase (Decrease) in customer deposits 642,038 --
- ------------------------------------------------------------------------------------------------------
Net cash used in operating activities (1,383,531) (13,093)
- ------------------------------------------------------------------------------------------------------

Cash flows from investing activities
Purchase of leasehold improvements (39,369) --
Collection on demand promissory note 181,208 --
- ------------------------------------------------------------------------------------------------------
Net cash flows provided by (used in) investing activities 141,839 --
- ------------------------------------------------------------------------------------------------------

Cash flows from financing activities
Advances from related parties 417,281 10,077
Increase in due to related party 1,022,716 --
Cash paid to acuqire contracts, deemed a distribution (200,000) --
- ------------------------------------------------------------------------------------------------------
Net cash flows provided by financing activities 1,239,997 10,077
- ------------------------------------------------------------------------------------------------------

Decrease in cash and cash equivalents (1,695) (3,016)

Cash and cash equivalents - beginning of period 3,267 3,692

- ------------------------------------------------------------------------------------------------------
Cash and cash equivalents - end of period $ 1,572 $ 676
======================================================================================================

Supplemental Information:
Cash paid for:
Interest expense paid in cash $ -- $ --
Income taxes paid in cash -- --

The accompaning notes are an integral part of these financial statements

F-17

CHINA MEDIA1 CORP.
(Formerly Eagle River Mining Corp.)

Notes to Financial Statements
September 30, 2005
(unaudited)
(Expressed in U.S. Dollars)

Note 1 - Organization and Business

China Media1 Corp., formerly Eagle River Mining Corp., was formed on August 6,
2002 under the laws of the State of Nevada. The Company changed its name to
China Media1 Corp. (the "Company") on January 14, 2005. The Company, a
development-stage company until the first quarter of 2005, was initially engaged
in the acquisition and exploration of mineral properties. On December 26, 2004,
the Company signed an agreement to acquire two advertising contracts from the
Chuangrun Media Limited of Hong Kong, and Guangzhou Chuangrun Advertising
Company Limited located in the Peoples Republic of China ("China") collectively
("Chuangrun"), through the issuance of 3,700,000 new shares of common stock, and
transfer of 17,300,000 shares of common stock by two shareholders, as well as
paying $200,000 to Chuangrun (see Note 3). The acquisition of the contracts
resulted in a change in control of the Company. The Company and Chuangrun are
controlled by one and the same individual. The contracts acquired provide the
Company a fixed number of advertising spots in certain train stations and an
international airport in Guangzhou, China.

The Company earns revenue by providing the acquired advertising spots to its
customers based on advertising contracts. The Company commenced revenues from
advertising contracts in the first quarter of 2005.

The accompanying financial statements include the accounts pertaining to the
Company's contract rights operated by Chuangrun and the accounts of China Media1
Corp. All significant intercompany accounts have been eliminated in
consolidation.

Note 2 - Significant Accounting Policies

Financial Statement Presentation

The accompanying unaudited financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities Exchange
Commission ("SEC") regarding interim financial reporting. Accordingly, they do
not include all of the information and notes required by accounting principles
generally accepted in the United States of America. The financial statements and
related notes of China Media1 Corp. for the year ended December 31, 2004 were
filed with the SEC on form 10-KSB on April 14, 2005.

The unaudited financial statements reflect all adjustments, consisting of normal
recurring adjustments, which are, in the opinion of management, necessary for a
fair presentation of results for the interim periods presented. Preparing
financial statements requires management to make estimates and assumptions that
affect the amounts that are reported in the unaudited financial statements and
accompanying disclosures. Although these estimates are based on management's
best knowledge of certain events and actions that the Company may undertake in
the future, actual results may be different from those estimates. The results of
operations for the three and nine months ended September 30, 2005, are not
necessarily indicative of the results to be expected for any future period or
the full fiscal year.

Basis of Presentation

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course
of business, under accounting principles generally accepted in the United States
of America. The Company has incurred net losses since inception, and requires
additional capital to repay certain debts to related parties, as well as to fund
its operations. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management plans to raise equity
financing of approximately $2,500,000 to repay related-party obligations, fund
expansion of operations in China, as well as administrative and regulatory
compliance. There are no assurances that management will be successful in their
plans to obtain financing. The accompanying financial statements do not include
any adjustments that might result from this uncertainty.

F-18

Accounting Estimates

Accounts receivable and allowance for doubtful accounts

Accounts receivable are recorded net of allowances for doubtful accounts and
reserves for returns. In the normal course of business, the Company extends
credit to customers that satisfy predefined credit criteria. The Company is
required to estimate the collectability of its receivables. Reserves for returns
are based on historical return rates and sales patterns. Allowances for doubtful
accounts are established through the evaluation of accounts receivable agings
and prior collection experience to estimate the ultimate realization of these
receivables.

Concentration of credit risk

The Company maintains Renminbi cash balances in banks of China and Canadian
Dollar cash balances in a Canadian bank, that are not insured. Revenues are
derived in geographic locations outside the United States. The advertising
business in China accounts for 100% of the total revenue of the Company.

Foreign Currency Translations

The assets and liabilities of the Company's foreign operations are generally
translated into U.S. dollars at current exchange rates, and revenues and
expenses are translated at average exchange rates for the year. Resulting
foreign currency translation adjustments are reflected as a separate component
of stockholders' equity. Transaction gains and losses that arise from exchange
rate fluctuations on transactions denominated in a currency other than the
functional currency, except those transactions which operate as a hedge of an
identifiable foreign currency commitment or as a hedge of a foreign currency
investment position, are included in the results of operations as incurred.

Fair Value of Financial Instruments

These financial instruments include cash and cash equivalents, accounts
receivable, accounts payable and accrued liabilities and amounts due to related
parties. Fair values were assumed to approximate carrying values for these
financial instruments since they are short term in nature and their carrying
amounts approximate fair values.

Long-Lived Assets

Long-term assets of the Company will be reviewed when changes in circumstances
require as to whether their carrying value has become impaired, pursuant to
guidance established in Statement of Financial Accounting Standards No. 144
("SFAS 144"), Accounting for the impairment or Disposal of Long-Lived Assets.
Management will consider assets to be impaired if the carrying value exceeds the
future projected cash flows from related operations (undiscounted and without
interest charges). If impairment is deemed to exist, the assets will be written
down to fair value. The Company currently does not have significant long-lived
assets.

F-19

Revenue Recognition

The Company's revenues for 2005 consisted of revenues from advertisement
services. In accordance with S.E.C. Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements," the Company recognizes revenue when the
following criteria are met: persuasive evidence that an arrangement exists;
delivery has occurred or services have been rendered; the price to the customer
is fixed or determinable; and collectability is reasonably assured. If all of
the above criteria have been met, revenues are principally recognized upon
shipment of products or when services have been rendered. Revenues derived from
advertisement services are recognized pursuant to advertising contracts signed
with customers as the advertising spots are made available to the customers.
Amounts received from customers in advance of revenue recognition are deferred
and classified on the balance sheet as "deferred revenue."

Production Costs

Design and installation costs incurred for a customer are capitalized and
amortized over the initial service contract period, generally within one year.

Advertising Expenses

The Company will expense advertising costs if and when incurred.

Stock-Based Compensation

The Company adopted the fair value method of accounting for stock-based
compensation recommended by of Statement of Financial Accounting Standards No.
123R, "Accounting for Stock-based Compensation". The Company does not have a
stock option plan nor has it granted any stock options since inception.

Income Taxes

Earnings (Loss) Per Share

Comprehensive Income

Comprehensive income comprises equity except those resulting from investments by
owners and distributions to owners. The Company has no elements of "other
comprehensive income" for the periods presented.

F-20

Note 3 - Contract Rights

Advertising Contracts

On December 26, 2004, the Company signed an agreement to acquire the two
following contracts from Chuangrun located in Southern China: Guangzhou New
Baiyun Airport Scrolling Advertising Signs - the contract provides for the
installation of 100 large size scrolling three-poster signs in the passenger
terminal of the Guangzhou Airport, China. In connection therewith, the Company
is required to pay RMB9,000,000 ($1,114,650) as a deposit seven (7) days after
the contract commences. Management fees of RMB36,000,000 ($4,458,600) per annum
is payable on a quarterly basis with equal amounts for the first 2 years.
Management fees of RMB37,080,000 ($4,592,358) per annum is payable on a
quarterly basis with equal amounts for the third to fifth years. Management fees
will then be increased to RMB40,788,000 ($5,051,594) per annum thereafter and is
payable on a quarterly basis with equal amounts. The term of the contract is for
a period of 10 years with an option to renew for an additional 10 year period
for a total of 20 years. Due to the delay in scheduling by the airport
authority, the installation of the scrolling signs and payment of the deposit of
RMB9,000,000 ($1,114,650) still has not been requested by the airport authority
as of September 30, 2005.

Guangzhou Mass Transit Railway ("MTR") Pillar Advertising Contract - the
contract provides for pillar wrap around advertising for 12 stations along the
Guangzhou MTR system in China. In connection therewith, the Company is required
to pay a deposit of RMB1,200,000 ($148,620) (paid) and a monthly management fee
of RMB100,000 ($12,385). The term of the contract is for a period of 5 years
expiring on October 31, 2009.

On March 11, 2005, Chuangrun entered into an additional contract for
installation of 50 exterior scrolling advertising signs the Guangzhou New Baiyun
Airport and the contract was also assigned to the Company. In connection
therewith, the Company has to pay a deposit of RMB6,000,000 ($743,100) (paid)
and management fees of RMB6,000,000 ($743,100), RMB9,000,000 ($1,114,650) and
RMB12,000,000 ($1,486,200) per annum are payable on a half-yearly basis with
each amounts for the first 3 years, forth to sixth years and thereafter,
respectively. The term of the contract is for a period of 10 years, with an
option to renew for an additional 10 years. This contract is expected to
commence in November 2005.

Sign Rental Agreement

Chuangrun entered into a rental agreement on May 13, 2005 with Actionview Far
East Limited ("Actionview") on the Company's behalf for the interior and
exterior signs for use in the Guangzhou New Baiyun Airport. The Company will pay
fees equal to 30% of revenues generated or certain minimum amounts agreed upon
by both parties for the first six months, then 25% of revenues for the next six
months (or three months for certain signs) and 20%, thereafter after the minimum
amounts specified are achieved. The term of the contract is for 5 years expiring
on March 31, 2010. Revenue is defined as the gross turnover less the business
tax, sales commissions and premises rental fees. Actionview is responsible for
installation and maintenance of the signs.

Significant Customer Contracts

On April 5, 2005, Chuangrun entered into an agreement with an advertising
agency, Chi Shang Ling Yue Advertising Company Limited (the "Agency"), for
supply advertisement on 30 exterior scrolling advertising signs for a period of
one year, commencing when signs are installed (the "Scrolling Contract"). The
Agency has to pay the Company a 10% contract fulfillment guarantee in the amount
of RMB5,184,000 ($642,038) (paid). The remaining 90% balance, or RMB46,696,000
($5,783,300) will be paid within one month after the signs are installed.
Chuangrun has assigned the rights under this agreement with the Agency to China
Media1 Corp. as part of China Media1's previous acquisition of the rights to
display advertising at the Guangzhou New Baiyun Airport.

F-21

On May 26, 2005, Chuangrun entered into an agreement with the Agency for the
placement of advertisements on 70 light boxes throughout four (4) different
locations inside the Guangzhou New Baiyun Airport (the "Lightbox Contract").
Each box contains three poster advertisements. Chuangrun has assigned the rights
under this agreement with the Agency to China Media1 Corp. as part of China
Media1's previous acquisition of the rights to display advertising at the
Guangzhou New Baiyun Airport. The contract period is one (1) year, commencing on
September 1, 2005. The total completion price will be RMB107,520,000
($13,316,352). The Agency will pay Chuangrun a 15% prepayment of RMB16,280,000
($1,997,453) either when 30% of the lights boxes are up and ready for
advertising placements or on August 15, 2005, which ever comes later. Within
seven days of completing putting up all the posters, the remaining amount of
RMB91,392,000 ($11,318,900) will be paid to Chuangrun.

Under the terms of both agreements, the Agency is responsible for providing the
appropriate business licenses, permits, and other related forms to legally
complete the installation. The Agency must also deliver design of each
advertisement (poster) to Chuangrun five (5) days before installation of that
advertisement.

Operating Contract

Chuangrun is the management company for the advertising contracts in China, as
defined in the amended and restated operating agreement dated as of October 10,
2005 and made retroactively effective to January 1, 2005. Under the terms of the
amended and restated operating agreement, Chuangrun has assigned to the Company
all revenues generated from the operations relating to the agreements between
Chuangrun and the Guangzhou New Baiyun Airport for 100 indoor advertising
signage locations and 50 Outdoor advertising signage locations. Further, the
Company has agreed to pay from such revenues assigned to the Company all of the
operating expenses of Chaungrun incurred relating to the agreements with the
Guangzhou New Baiyun Airport for 100 Indoor advertising signage locations and 50
Outdoor advertising signage locations, including, but not limited to, trade
accounts payable, real property lease obligations, employee lease obligations,
and taxes. In addition, Chuangrun has assigned to the Company all revenues
generated from the operations relating to the agreement between Chuangrun and
the Guangzhou MTR for 12 station pillar wrap advertising locations. The Company
has agreed to pay from such revenues assigned to the Company all of the
operating expenses of Chaungrun incurred relating to the Guangzhou MTR 12
station pillary wrap agreement, including, but not limited to, trade accounts
payable, real property lease obligations, employee lease obligations, and taxes.

Under the terms of the amended and restated operating agreement, Chuangrun was
appointed as the Company's exclusive agent for all of Chuangrun projects and the
Guangzhou MTR project. Chuangrun agreed to form a joint venture in Guangzhou to
facilitate management of the projects after the Company has received funding.
The Company agreed to pay management fees to Chuangrun of U.S. $1,500,000 for
2005, U.S. $2,000,000 for 2006, and U.S. $3,000,000 for each year thereafter, as
compensation for Chuangrun acting as agent. The management fees include all
daily operating expenses, but do not include project deposits and upfront fees.

Note 4 - Related Party Transactions

At September 30, 2005, amounts due to related parties are as follows:

Due to an affiliate company - Archer Pacific Management Inc. $ 557,566
Due to Chuangrun 1,022,716
Due to an ex-officer 159,475
----------
$1,739,757
==========

Archer Pacific Management Inc. is a company controlled by a director of the
Company. The amounts due to Archer Pacific represent advances and payments made
by the director on behalf of the Company. The outstanding amounts are
non-interest bearing, unsecured and due on demand.

The amounts due to Chuangrun consist of management fees and commissions
payable to Chuangrun and advances and payments made on behalf of the Company.

F-22

Total commissions earned were $182,918 during the nine months ended September 30
30, 2005, which have been accrued in the accompanying balance sheet, to the
extent these have not been paid. The Company recorded $1,125,000of earned
management fees for the nine months ended September 30, 2005, which are included
in amounts due to related parties in the accompanying balance sheet. In
addition, Chuangrun has paid a deposit and certain leasehold improvements in
connection with its MTR Rail contract, on the Company's behalf as recorded in
the accompanying balance sheet.

In November 2004, the Company issued a convertible loan in the amount of $20,000
to an unrelated party who subsequently was elected an officer and director of
the Company. The note was convertible into the Company's common stock at $0.25
per share, after adjustment for the 20 for 1 stock split. The loan was
unsecured, bore interest at 5% per annum, and was due on January 31, 2005. On
January 18, 2005, the Company received notice by the holder to convert the loan
into common stock. The Company issued 80,000 shares of its common stock in March
2005.

The amounts due to an ex-officer were in relation to the wages and rent payable
to the ex-officer and the expenses incurred on behalf of the Company.

Related party transactions are in the normal course of operations, occurring on
terms and conditions that are similar to those of transactions with unrelated
parties and, therefore, are measured at the exchange amount.

Note 5 - Share Capital

The authorized share capital of the Company has been increased to 1,500,000,000
shares of common stock with a par value of $0.00005 per share after the approval
of the board of directors and shareholders of the Company on January 14, 2005.
The Company also carried out a forward split of the shares of common stock of
the Company on a 20 for 1 basis. All shares and per share amounts were
retroactively adjusted for all periods presented to reflect the stock split.

Note 6 - Subsequent Event and Contingent Liabilities

In March 2005, the Company received notice from an individual claming to be a
valid holder of warrants to purchase 2,000,000 shares (post 20 for 1 stock
split) of the Company's common stock at $0.05 per share, dated May 2004.
Management of the Company with knowledge of facts and circumstances at the time
immediately denied any prior knowledge or execution of any such transaction. The
Company's counsel has notified the claimant that the purported warrant is not
valid and will not be acknowledged. No compensation expense has been recorded in
the Company's financial statements because no services were provided by the
claimant related to the purported warrant and the potential warrant value in May
2004 would have been insignificant because the exercise price significantly
exceeded the trading price of the Company's common stock at that time.

On November 1, 2005, the Company issued $874,500 of principal amount of
convertible promissory notes and warrants to purchase shares of the Company's
common stock. The aggregate gross proceeds from the sale of the notes and
warrants were $874,500. The convertible notes are due on May 1, 2007 and bear
interest at the prime rate plus four percent (4%). The notes are initially
convertible into the common shares at a conversion price of $0.35 per share.
After the occurrence of an event of default under the notes, the conversion
price shall be adjusted to eighty percent (80%) of the volume weighted average
price of the Company's common shares for the five trading days prior to a
conversion date.

Commencing on the seventh month of the notes, the Company must make a payment of
one-twelfth (1/12) of the principal amount of each note, either in cash or by
conversion of such amount into the Company's common shares. If, on the payment
date, the market price for the Company's common shares are below $0.70 per
share, the Company may make this payment either in cash at 110% of the amount of
the payment or in the Company's common shares at a conversion rate equal to the
lesser of $0.35 per share or eighty percent (80%) of the volume weighted average
price of the Company's common shares for the five trading days prior to a
conversion date, subject to certain limitations. However, if, on the payment
date, the market price for the Company's common shares is equal to or greater
than $0.70 per share, then the Company must make this payment in China Media1
common shares at a conversion price of $0.35 per share.

F-23

The notes were issued with Series "A" Warrants to purchase up to 1,249,286
shares of the common stock of the Company at an exercise price of $0.55 per
share until November 1, 2010 and Series "B" Warrants to purchase up to 1,249,286
shares of the common stock of the Company at an exercise price of $0.70 per
share until November 1, 2010.

The Company has agreed to register the secondary offering and resale of the
shares issuable upon conversion of the notes, the shares issuable upon exercise
of the Series "A" Warrants, and the shares issuable upon exercise of the Series
"B" Warrants within 45 days of the closing of the private placement of the notes
and the warrants.

The Company relied on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933, as amended, for the offer and sale of the notes
and the warrants.

In connection with the offer and sale of the notes and the warrants, the Company
incurred $52,470 or 6% broker's commission, a 4% restricted stock commission on
the sale of the notes, a 5% cash commission on any cash proceeds received by the
Company on the exercise of any Series "A" or "B" Warrants, Series "A" Warrants
to purchase up to 49,971 shares of the common stock of the Company, and Series
"B" Warrants to purchase up to 49,971 shares of the common stock of the Company.
The Company also incurred $17,490 on due diligence and $71,000 on legal,
regulatory filing and professional fees for the transaction.

F-24

TABLE OF CONTENTS

Page

Prospectus Summary..............................3
Risk Factors....................................5
Use of Proceeds.................................9
Market for Common Equity and Related
Stockholder Matters..........................9
Plan of Distribution...........................10
Management's Discussion and Analysis
Or Plan of Operation........................12
Business.......................................13
Management.....................................16
Certain Relationships and Related
Transactions................................18
Principal Stockholders and Beneficial
Ownership of Management.....................20
Selling Security Holders.......................21
Description of Securities......................23
Legal Matters..................................24
Experts........................................24
Available Information..........................25
Index to Financial Statements.................F-1

Until January 30, 2006, 25 days after
commencement of the offering, all dealers that
buy, sell or trade shares, whether or not
participating in this offering, may be required to
deliver a prospectus. This requirement is in
addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with
respect to their unsold allotments or
subscriptions.

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CHINA MEDIA1 CORP.

6,971,016 Shares

----------------------
PROSPECTUS
----------------------

January 5, 2006

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