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) October 19, 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, B.C. Canada V6C 1A1
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (778) 881-0939
142-757 West Hastings Street, Suite 328, Vancouver, B.C. Canada V6C 1A1
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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))
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On October 19, 2006, we received a letter (the "Letter") from Ernst &
Young LLP ( "E&Y") regarding our amended Annual Report on Form 10KSB/A filed
with the SEC through Edgar on October 18, 2006 (the "Filing"). The Filing
included an E&Y audit report dated April 25, 2006, except for Note 6 which was
as of September 29, 2006. The Letter states that E&Y did not provide its
consent to the use of its audit report and that it was not in a position to
provide such consent at that time. We believed, in good faith, that we had E&Y's
consent to publish its audit report in the Filing, but we do not contest the
content of the Letter.
As of the date of this report, E&Y is continuing audit procedures in
respect of our amended and restated financial statements for the year ended
December 31, 2005. In a conference call with our President and Chief Financial
Officer on October 25, 2006, E&Y indicated that we will need to make additional
disclosures to our amended and restated financial statements included in the
Filing regarding significant new contracts entered into subsequent to December
31, 2005, certain discussions with new management of the Guangzhou Baiyun
International Airport, the validity of our contracts with them and its potential
impact on other related contracts. Consequently, the audit reports in the Filing
and in our original Annual Report on Form 10KSB can no longer be relied upon. We
will file an amendment to the Filing disclosing the above noted matters. We
provided E&Y with a copy of this Item 4.02 disclosure prior to the filing of
this Report with the Commission. E&Y has provided a letter to us, dated October
27, 2006 and addressed to the Commission, which is attached hereto as Exhibit
99.2 and is hereby incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
99.1 Letter dated October 19, 2006 from Ernst & Young LLP
99.2 Letter dated October 26, 2006 from Ernst & Young LLP
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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.
(Registrant)
Date: October 27, 2006 By: /s/ Ernest Cheung
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Ernest Cheung, President