UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 2, 2006
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China Media1 Corp.
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(Exact name of registrant as specified in its charter)
Nevada 000-50193 46-0498798
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
142-757 West Pender Street, Suite 328, Vancouver, BC Canada V6C 1A1
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (778) 881-0939
None
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On August 9, 2006, we dismissed Ernst & Young, LLP as our independent
accountants.
The report of Ernst & Young, LLP on our financial statements for the fiscal year
ended December 31, 2005 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 report of Ernst &
Young, LLP on our financial statements as of and for the year ended December 31,
2005 stated that our recurring looses from operations and working capital
deficiency raise substantial doubt about our ability to continue as a going
concern.
The decision to change accountants from Ernst & Young LLP to Vellmer &
Chang, Chartered Accountants was approved by our board of directors.
During our fiscal year ended December 31, 2005 and the subsequent interim
period through August 9, 2006, the date of the dismissal of Ernst & Young LLP,
we did not have any disagreement with Ernst & Young LLP 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 report of Ernst & Young, LLP on our
financial statements as of and for the year ended December 31, 2005 stated that
our recurring looses from operations nd working capital deficiency raise
substantial doubt about our ability to continue as a going concern.
We have provided Ernst & Young, LLP with a copy of this report prior to
its filing with the Commission. Ernst & Young, LLP has provided a letter to us,
dated August 14, 2006 and addressed to the Commission, which is attached hereto
as Exhibit 16.1 and is hereby incorporated herein by reference.
(b) We engaged Vellmer & Chang, Chartered Accountants on August 9, 2006.
We had not consulted Vellmer & Chang, Chartered Accountants regarding any of the
matters specified in Item 304(a)(2) of Regulation S-B. The decision to change
accountants from Ernst & Young, LLP to Vellmer & Chang, Chartered Accountants
was approved by our board of directors.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
On May 2, 2006, the SEC concluded its review of our Annual Report on Form
10KSB for the period ended December 31, 2004 as well as our Quarterly Reports on
Form 10QSB for the periods ending March 31, 2005, June 30, 2005 and September
30, 2005. During the course of its review, the SEC raised certain questions
regarding the presentation of our financial statements, specifically whether the
revenues generated by contracts entered into by Chuangrun Media Limited of Hong
Kong and Chuangrun Advertising Company Limited (collectively, "Chuangrun") on
our behalf and assigned to us, should be accounted for on a "net" or "gross"
basis.
Our financial statements had previously stating all such revenue on a
gross basis. On April 5, 2006, based upon the provisions of EITF 99-19 Reporting
Revenue Gross as a Principal versus Net as Agent, the Company determined it
appropriate to account for all revenues related to contracts entered into by
Chuangrun on our behalf should be accounted for on a net basis and that as a
result the financial statements presented in our Quarterly Reports on Form 10QSB
for the periods ending September 30, 2005, June 30, 2005 and March 31, 2005
should no longer be relied upon. The SEC is not requiring us to restate our
financial statements for the above referenced periods. Revenues relating to the
above referenced contracts will be presented on a net basis in all future
filings.
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Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
Not applicable.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Not applicable.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in
Fiscal Year.
Not applicable.
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee
Benefit Plans.
Not applicable.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
Not applicable.
Section 6 - [Reserved]
Not applicable.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
Not applicable.
Section 8 - Other Events
Item 8.01 Other Events.
Not applicable.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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16.1 Letter on change in certifying accountant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
China Media1 Corp.
Date: August 11, 2006 By: /s/ Ernest Cheung
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Ernest Cheung, President
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