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 1723, 2011

China Century Dragon Media, Inc. (Exact Name of Registrant as Specified in Its Charter)

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-53021	26-1583852
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)

Delaware	000-53021	26-1583852
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Room 801, No. 7, Wenchanger Road, Jiangbei, Huizhou City, Guangdong Province, China

(Address, including zip code, off principal executive offices)

Room 801, No. 7, Wenchanger Road, Jiangbei, Huizhou City, Guangdong Province, China

(Address, including zip code, off principal executive offices)

Registrant’s telephone number, including area code

0086-0752-3138789

N/A (Former name or former address, if changed since last report.)

(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))

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 1723, 2011, China Century Dragon Media, Inc. (the “Company”) received an additional deficiency letter from the NYSE Amex LLC (the “Exchange”) due to the Company’s ~~inability~~non-compliance towith ~~timely~~certain ~~file~~additional ~~its~~continued ~~Quarterly~~listing ~~Report~~standards onof ~~Form 10-Q for~~ the ~~three~~Exchange. Pursuant ~~months~~to ~~ended~~Sections ~~March 31, 2011~~ 802(~~the “Quarterly Report”~~a)~~. Sections~~ ~~134~~ and ~~1101~~803B(2) of the Exchange’s Company Guide (the “Company Guide”), ~~require~~ the ~~timely~~Company ~~filing~~is required to have board of ~~such~~directors ~~report~~consisting ~~with~~of a majority of independent directors as defined in Section 803A of the ~~Securities~~Company Guide and ~~Exchange~~to ~~Commission~~have, and certify that it will continue to have, an audit committee of at least three independent members. ~~The~~Due ~~staff~~to the resignation of ~~the~~Mr. ~~Exchange~~David (De Campo from the ~~“Staff”)~~Company’s ~~cites~~board of directors and audit committee on March 15, 2011, as previously reported in the Company’s ~~failure~~current toreport ~~file~~on ~~its~~form ~~Quarterly~~8-K ~~Report~~filed ~~within~~with the ~~prescribed~~Securities ~~filing~~and ~~deadline~~Exchange inCommission ~~its~~(the ~~determination~~“Commission”) on March 21, 2011, the Exchange has determined that the Company ~~has~~is ~~failed~~not toin ~~comply~~compliance with ~~certain~~Sections ~~continued~~802(a) ~~listing~~and ~~standards~~803B(2) of the ~~Exchange~~Company Guide because its board of directors does not consist of a majority of independent directors and its audit committee is currently comprised of only two independent members.

As previously reported, on March 23, 2011, the Company received a delisting ~~notifications~~notification from the Exchange ~~on March 23, 2011 and April 5, 2011~~ due to the Company’s noncompliance with Sections 1003(f)(iii), 132(e), 1003(d), 1002(e), ~~127, 134~~ and ~~1101~~127 of the Company Guide. AsThe ~~a result, the~~ Company ~~was~~has ~~subject~~appealed ~~to delisting unless it requested an appeal of~~ the Staff’'s delisting determination~~. In response~~, ~~the~~which ~~Company~~was ~~timely~~based ~~appealed~~on the ~~Staff~~Exchange’s ~~determination~~review ~~for~~of athe ~~hearing~~resignation ~~before~~letter afrom ~~Listing~~the ~~Qualifications~~Company’s ~~Panel~~former auditor, ~~which~~MaloneBailey isLLP, ~~currently~~and ~~scheduled~~the todelay bein ~~held on June 10, 2011. According to~~ the ~~deficiency~~filing ~~letter,~~of the Company’s ~~will~~Annual ~~have~~Report ~~the~~on ~~opportunity~~Form to10-K ~~address~~for ~~these~~the ~~issues,~~fiscal ~~among~~year ~~others,~~ended asDecember ~~well~~31, as2010. ~~all~~The ofCompany ~~the~~timely ~~other~~requested ~~continued~~a ~~listing~~hearing ~~deficiencies,~~before atthe ~~its scheduled hearing~~Panel.

~~Item~~The 7Company also received notifications on April 5, 2011 and May 17, 2011 from the Exchange, as previously reported, of the Company’s failure to satisfy one or more of the Exchange’s continued listing standards related to the Company’s failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2011 and its Quarterly Report on Form 10-Q for the three months ended March 31, 2011 with the Commission.01 The most recent notice of non-compliance has no immediate effect on the listing of the Company’s common stock on the Exchange. According ~~Regulation~~to FDthe ~~Disclosure~~deficiency letter, the Company will have the opportunity to address these issues, among others, as well as all of the other continued listing deficiencies, at its scheduled hearing.

OnItem ~~May 23, 2011, the Company issued a press release announcing the receipt of the additional deficiency letter from the Exchange~~7. A01 ~~copy~~Regulation ofFD ~~the press release is attached to this Current Report on Form 8-K as Exhibit 99~~Disclosure.~~1 and the information therein is incorporated herein by reference.~~

On May 27, 2011, the Company issued a press release announcing the receipt of the additional deficiency letter from the Exchange. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and the information therein is incorporated herein by reference.

The information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press release dated May 2327, 2011

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 Century Dragon Media, Inc.
Dated: May 23, 2011	By:	/s/ Dapeng Duan
Dated: May 27, 2011	By:	/s/ Dapeng Duan
		Name: Dapeng Duan
	Name:	Dapeng Duan
		Title: Chief Financial Officer
	Title:	Chief Financial Officer

Filing Compare · China Century Dragon Media, Inc.