UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10 Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 FOR THE QUARTER ENDED ~~JANUARY~~JULY 31, ~~2009~~ 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 FOR THE TRANSITION PERIOD FROM _____

K's Media

(Name of small business issuer in its charter)

Commission File Number 000-52760

Nevada	75-3263792
(State or Other Jurisdiction of Organization)	(IRS Employer Identification #)

~~8/F GongJieDaSha~~Rm.1909,Tower A, JiThe 2,Spaces ~~GongTi~~International Center.No.8,Dongdaqiao Road ~~East~~,

ChaoYang District, Beijing 100020, ~~China 100027~~P.R China

(Address of Principal Executive Offices) (Zip Code)

~~(Address of principal executive offices, including zip code.)~~86-10-5921-2200

~~86-10-5921-2230~~(Registrant's Telephone Number, Including Area Code)

(Registrant's Telephone Number)

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

The Company is a Shell company: Yes [ ] No [X]

As of ~~March~~ September 12, 2009, the Company has 33,~~416~~466,167 shares of common stock issued and outstanding.

K's Media

Form 10-Q for the period ended ~~January~~July 31, 2009

TABLE OF CONTENTS

				Page

PART I - FINANCIAL INFORMATION

	ITEM 1 - FINANCIAL STATEMENTS (Unaudited)

		Condensed Consolidated Balance Sheets

		Condensed Consolidated Statements of Operations

		Consolidated Statement of Stockholders' Equity (Deficiency)

		Condensed Consolidated Statements of Cash Flows

		Notes to Consolidated Financial Statements

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

	ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

	ITEM 4 - CONTROLS AND PROCEDURES

PART II - OTHER INFORMATION

	ITEM 1 - LEGAL PROCEEDINGS

	ITEM		1A- RISK FACTORS

	ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

	ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

	ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	ITEM 5 - OTHER INFORMATION

	ITEM 6 - EXHIBITS

	SIGNATURES

ITEM 1. FINANCIAL STATEMENTS

K's Media
(Previously known as Kinglake Resources Inc.)
(A Development Stage Company)
Consolidated Balance Sheets
January 31, 2009 and April 30, 2008
July 31 and April 30, 2009
				January 31,		April 30,
				July 31,		April 30,
(Expressed in U.S. Dollars)				2009		~~2008~~2009
				(Unaudited)		(Audited)
ASSETS
Current assets
	Cash		$	2446,~~037,786~~223	$	1,~~152~~102,~~852~~634
	Accounts receivable			148,423		-
	Accounts receivable, net of allowance for doubtful accounts of $1,227,793 and $ 250, 772, respectively			451,877		580,440
	Prepaid expenses and other receivables			916,578		308,296
	Prepaid expenses and other receivables (Note 5)			681,766		652,085
Total current assets				3,102,787		1,461,148
	Inventory			92,301		107,066
Equipment, net				52,973		15,019
	Amount due from related party (Note 9)			253,036		249,232
Total assets			$	3,155,760	$	1,476,167
Total current assets				1,925,203		2,691,457
Equipment, net (Note 7)				56,820		55,235
Total assets			$	1,982,023	$	2,746,692
LIABILITIES
Current liabilities
	Accounts payable and accrued liabilities		$	293,969	$	98,226
	Accounts payable and accrued liabilities (Note 6)		$	355,966	$	355,463
	Amount due to related parties			27,735		242,423
	Amount due to related parties (Note 9)			13,248		8,086
Total liabilities				321,704		340,649
	Unearned revenue			191,660		226,602
Total liabilities				560,874		590,151
STOCKHOLDERS' EQUITY
Stockholders' Equity
Stockholders' Equity (Note 8)
	Preferred stock: $0.00001 par value;
	Preferred stock, $0.00001 par value;
		authorized 100,000,000 shares,
		issued and outstanding 0 and 0 shares, respectively		-		-
	Common stock, $0.00001 par value;
		authorized 100,000,000 shares,
		33,416,167 and 31,637,000 issued and 22,916,167 and
		32,945,557 and 33,466,167 issued and 26,645,547 and 22,966,167 oustanding, respectively		329		335
		21,137,000 outstanding , respectively		334		317
	Additional paid-in capital			7,947,695		7,027,844
	Additional paid-in capital			6,742,845		1,507,776
	Deferred consulting services			-		(116,250)
	Accumulated other comprehensive loss			4144,~~051~~633		1648,~~558~~574
	Accumulated deficit			(36,~~950~~571,~~174~~508)		(~~389~~4,~~133~~803,962)
Total stockholders' equity				21,~~834~~421,~~056~~149		12,~~135~~156,~~518~~541
Total liabilities and stockholders' equity			$	31,~~155~~982,~~760~~023	$	12,~~476~~746,~~167~~692
The accompanying notes are an integral part of these consolidated financial statements
The accompanying notes are an integral part of these consolidated financial statements.

K's Media
(Previously known as Kinglake Resources Inc.)
(A Development Stage Company)
Consolidated Statements of Operations and Comprehensive Loss
Consolidated Statements of Operations
For the three months ended July 31, 2009 and 2008
(Unaudited)
									Period from		Period from
(Expressed in U.S. Dollars)			2009		2008
			Three months		Three months		Nine months		inception		inception
Advertising revenue at contracted amounts		$	1,611,974	$	-
			ended		ended		ended		(June 18, 2007) to		(June 18, 2007) to
Adjustments for barter transactions			-188,816		-
(Expressed in U.S. Dollars)			January 31,2009		January 31, 2008		January 31, 2009		January 31, 2008		January 31, 2009
Net revenues			1,423,158		-
Revenues
Rental and broadcasting fees due entertainment clubs			484,648		276,448
Sales		$	604,840	$	-	$	654,319	$	-	$	654,319
Gross profit (loss)			938,510		-276,448
Cost of good sold			(752,107)		-		(1,604,396)		-		(1,647,173)
Selling, general and adminitrative expenses:
Gross profit (loss)			(147,267)		-		(950,077)		-		(992,854)
	Selling expenses		431,236		-
Expenses
	General and administrative (including stock-based
	Administrative and general		756,424		47,547		2,285,404		47,547		2,611,259
	compensation of $1,036,095 and $68, 613, respectively)		1,298,809		359,751
	Selling expenses		324,244		-		324,244		-		324,244
	Provision for doubtful accounts		978,086		-
Total operating costs and expenses			1,080,668		47,547		2,609,648		47,547		2,935,503
Total			2,708,131	#	359,751
Loss from operations			(1,~~227~~769,~~935~~621)	#	(47636,~~547~~199)	$	~~(3,559,725)~~		~~(47,547)~~		~~(3,928,357)~~
Other income and expenses
Interest income			102,~~667~~664		67,~~009~~790		~~25,796~~		~~8,876~~		~~34,866~~
Foreign exchange gain (loss)			1,270		303		(23,961)		303		(52,738)
Foreign exchange gain			18		-
Interest and bank charges			(~~908~~607)		~~(54)~~-		~~(3,151)~~		~~(55)~~		~~(3,945)~~
			11,029		6,258		(1,316)		9,124		(21,817)
Other income and expenses (net)			2,075		7,790
Net Loss		$	(1,~~216~~767,~~906~~546)	$	(41628,~~289~~409)	$	~~(3,561,041)~~	$	~~(38,423)~~	$	~~(3,950,174)~~
Other Comprehensive Income (Loss)			(23,~~260~~941)		(419,~~651)~~919		~~24,493~~		~~(4,651)~~		~~41,051~~
Comprehensive Loss		$	(1,~~219~~771,~~166~~487)	$	(45608,~~940~~490)	$	~~(3,536,548)~~	$	~~(43,074)~~	$	~~(3,909,123)~~
Net loss per share
Basic and diluted		$	(0.0508)	$	(0.0003)	$	~~(0.16)~~	$	~~(0.00)~~	$	~~(0.18)~~
Number of common shares used to
compute loss per share
	Basic and diluted		22,~~916~~966,167		1321,~~000~~408,~~000~~739		~~22,385,974~~		~~13,000,000~~		~~21,698,074~~
The accompanying notes are an integral part of these consolidated financial statements
The accompanying notes are an integral part of these consolidated financial statements.

K's Media
(Previously known as Kinglake Resources Inc.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
For the three months ended July 31, 2009 and year ended April 30, 2009
(Unaudited)
														Accumulated
						Period from		Period from
										Deferred				other		Total
				Nine months		inception		inception
				Common Stock				Additional		Consulting		Accumulated		comprehensive		Stockholders'
				ended		(June 18, 2007) to		(June 18, 2007) to
(Expressed in U.S. Dollars)				Shares		Amount		paid-in capital		Services		Deficit		income		Equity
(Expressed in U.S. Dollars)				January 31, 2009		January 31, 2008		January 31, 2009
Balance, April 30, 2008				31,637,000	$	317	$	1,507,776	$	(217,263)	$	(389,133)	$	16,558	$	918,255
Cash flows provided by (used in) operating activities
	Common stock issued on private placement
	Net Income (loss)		$	(3,561,041)	$	(38,423)	$	(3,950,174)
		in July 2008 (at $3 per share)		1,666,667		16		3,700,449								3,700,465
	Adjustment to reconcile net loss to net cash (used)/generated
	Issuance of warrants on private placement
	in operating activities:
		in July 2008						893,371								893,371
	Depreciation expense			5,246		-		5,300
	Issuance of common shares as employee benefits			112,500		1		641,249								641,250
	Non-cash consulting fees			205,839		-		263,027
	Issuance of shares for services rendered			50,000		1		284,999		(285,000)						-
	Non-cash employee benefits			641,250		-		641,250
	Amortization of deferred consulting services									386,013						386,013
	Changes in operating assets and liabilities:
	Foreign translation adjustment													32,016		32,016
		Accounts receivable		(147,937)		-		(147,937)
	Net loss for the year ended April 30, 2009											(4,414,829)				(4,414,829)
		Prepaid expenses and other receivable		(810,808)		(35,314)		(866,647)
Balance, April 30, 2009 (audited)				33,466,167	$	335	$	7,027,844	$	(116,250)	$	(4,803,962)	$	48,574	$	2,156,541
		Accounts payable and accrued liabilities		193,875		66,723		210,695
	Release and cancellation of Escrow Shares (Note 1)			(520,620)		(6)		919,851								919,845
		Amount due to related parties		(42,112)		-		14,261
	Amortization of deferred consulting services									116,250						116,250
Net cash used in operating activities				(3,515,688)		(7,014)		(3,830,225)
	Foreign translation adjustment													(3,941)		(3,941)
Cash flows used in investing activities
	Net loss for the three months ended July 31, 2009											(1,767,546)				(1,767,546)
	Purchasing fixed assets			(42,752)		-		(57,825)
Balance, July 31, 2009 (unaudited)				32,945,547	$	329	$	7,947,695	$	-	$	(6,571,508)	$	44,633	$	1,421,149
	Cash transferred in from recapitalization			-		-		8,280
The accompanying notes are an integral part of these consolidated financial statements.
Net cash used in investing activities				(42,752)		-		(49,545)
Cash flows provided by financing activities
	Issuance of common stock and warrants			4,593,836		1,287,250		5,881,086
	Loans from related parties			-		92,155		170,374
	Repayment to related parties			(172,550)		-		(172,550)
Net cash provided by financing activities				4,421,286		1,379,405		5,878,910
Effect of foreign exchange rate charges				22,088		(58,308)		38,646
Increase in cash				884,934		1,314,083		2,037,786
Cash, beginning of period				1,152,852		-		-
Cash, end of period			$	2,037,786	$	1,314,083	$	2,037,786
Supplemental disclosure of cash flow information:
	Interest paid		$	-	$	-	$	-
	Income tax paid		$	-	$	-	$	-
Non-cash Investing and Financing Activities:
	Common stock issued for recapitalization		$	-	$	130	$	130
	Common stock issued for acquisition of K's Media Advertising		$	-	$	-	$	105
	Common stock issued for finder's fees		$	-	$	20	$	20
	Common stock issued for employee benefits		$	641,250	$	-	$	641,250
The accompanying notes are an integral part of these consolidated financial statements

K's Media
(Previously known as Kinglake Resources Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
Consolidated Statement of Stockholders' Equity (Deficiency)
For the three months ended July 31, 2009 and 2008
For the period from Inception (June 18, 2007) to January 31, 2009
(Unaudited)
(Unaudited)
(Expressed in U.S. Dollars)				2009		2008
												Accumulated
Cash flows used in operating activities
												other		Total
	Net loss		$	(1,767,546)	$	(628,409)
				Common Stock				Additional		Accumulated		comprehensive		Stockholders'
	Adjustments to reconcile net loss to net cash used in operating activities:
(Expressed in U.S. Dollars)				Shares		Amount		paid-in capital		Deficit		income		Equity
	Depreciation expense			3,231		800
Balance, Inception (June 18, 2007)				13,000,000	$	130	$	1,287,120	$	-	$	-	$	1,287,250
	Provision for doubtful accounts			978,086		-
	Issuance of 2,000,000 shares for finder's fee													-
	Stock-based compensation			1,036,095		68,613
		to acquire Orient Come Holdings Limited		2,000,000		20		(20)						-
	Changes in operating assets and liabilities:
	Issuance of common stock for the acquisition
		Accounts receivable		(850,679)		-
		of K's Media Advertising		10,500,000		105		(105)						-
		Prepaid expenses and other receivable		(31,002)		(147,301)
	Issuance of common stock pursuant to
		Inventory		14,530		-
		Consultancy Services Agreement		50,000		1		274,499						274,500
		Accounts payable and accrued liabilities		1,171		10,141
	Recapitalization upon reverse acquisition of													-
		Amount due from related party		1,464		-
		Orient Come Holdings Limited		6,087,000		61		(53,718)						(53,657)
		Amount due to related parties		5,142		(191,019)
	Foreign translation adjustment											16,558		16,558
		Unearned revenue		(34,482)		-
	Net loss for the period									(389,133)				(389,133)
Net cash used in operating activities				(643,990)		(887,175)
Balance, April 30, 2008				31,637,000		317		1,507,776		(389,133)		16,558		1,135,518
Cash flows used in investing activities
	Common stock issued on private placement
	Purchase of fixed assets			(4,934)		(11,277)
		in July 2008 (at $3 per share)		1,666,667		16		4,593,820						4,593,836
Net cash used in investing activities				(4,934)		(11,277)
	Issuance of warrants on private placement
Cash flows provided by (used in) financing activities
		in July 2008												-
	Issuance of common stock and warrants			-		4,593,836
	Issuance of common shares as employee benefits			112,500		1		641,249						641,250
	Advance to related parties			(5,798)		-
	Foreign translation adjustment											24,493		24,493
Net cash provided by (used in) financing activities				(5,798)		4,593,836
	Net loss for nine months ended January 31, 2009									(3,561,041)				(3,561,041)
Effect of foreign exchange rate changes				(1,689)		19,919
Balance, January 31, 2009				33,416,167	$	334	$	6,742,845	$	(3,950,174)	$	41,051	$	2,834,056
Increase (decrease) in cash				(656,411)		3,715,303
The accompanying notes are an integral part of these consolidated financial statements
Cash, beginning of period				1,102,634		1,152,852
Cash, end of period			$	446,223	$	4,868,155
Supplemental disclosure of cash flow information:
	Interest paid		$	30	$	-
	Income tax paid		$	-	$	-
The accompanying notes are an integral part of these consolidated financial statements.

K'S s MEDIA

(Previously known as Kinglake Resources Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~January~~July 31, 2009

(Unaudited)

Note 1. Nature of Operations and Going Concern

Nature of Operations

~~Kinglake Resources~~K’s ~~Inc.~~ Media (the "Company") was incorporated in the State of Nevada on April 14, 2006 ~~and~~under the ~~engaged~~name inKinglake ~~the~~Resources ~~business~~Inc., ofwhich ~~conducting~~was ~~research~~changed into ~~the~~K’s ~~form~~Media ~~of exploration~~on ofMarch ~~mineral property~~11, 2008. In April 2006, the Company acquired a mining claim ~~located~~ in the Province of British Columbia. InThe ~~September~~mining ~~2007,~~claim ~~the Company~~expired ~~wrote~~April ~~down~~18, ~~the~~2007. ~~property~~During ~~to $nil according to~~ the ~~recommendation~~year ~~of the~~ended ~~Company's~~April ~~geologist~~30, as2009, the ~~property~~Company ~~had~~ceased ~~minimal~~to ~~value~~be ~~for~~a ~~mining.~~development ~~The~~stage ~~mining~~enterprise as it ~~claim~~commenced ~~expired~~its ~~April~~planned ~~18,~~principal ~~2007~~operations.

On January 18, 2008, the Company completed a Share Exchange Agreement (the "Share Exchange Agreement") dated December 23, 2007 with Orient Come Holdings Limited, a company organized under the laws of British Virgin ~~Island~~Islands ("Orient Come") and Beijing K's Media Advertising Ltd. Co. ("K's Media"), a limited liability company organized under the laws of the People's Republic of China ("China"). Pursuant to the terms of the Share Exchange Agreement, the shareholders of Orient Come (the "Orient Come Shareholders") transferred to the Company all of the Orient Come shares in exchange for the issuance of 13,000,000 shares of the Company's common stock (the "Acquisition"). As a result of the Acquisition, Orient Come became the Company's wholly-owned subsidiary and the Orient Come Shareholders and/or their designated third parties acquired in the aggregate approximately 62% of the Company’s issued and outstanding stock. In connection with the Share Exchange Agreement, the Company issued 2,000,000 shares of its common stock as a finder's fee to a third party. K's Media and their shareholders have not received shares of the Company under the terms of the of the Share Exchange Agreement as there were restrictions under the Chinese laws with regards to foreign ownership of Chinese companies engaged in media related activities. Upon such time that such laws are lifted, the shareholders of K's Media may have a direct ownership stake in the Company.

Concurrent with the Share Exchange Agreement, the Company entered into a series of ~~agreement~~agreements with K's Media and the shareholders of K's Media (see Note 1(a) to (d) for details). Included among these agreements is a Business Cooperation Agreement. Under this agreement the Company effectively controls K's Media. As a result of the Business Cooperation Agreement, K’s Media is deemed to be a subsidiary of the Company under FASB Interpretations - FIN 46(R): Consolidation of Variable Interest Entities (as amended) ("FIN 46 (R)") and Emerging Issue Task Force 97-2 (“EITF 97-2”): Application of FASB Statement No. 94 and APB Opinion No. 16 to Physician Practice Management Entities and Certain Other Entities with Contractual Management Arrangements.

On February 22, 2008, Orient Come assigned its rights and obligations under the Business Cooperation Agreement to K's Media Broadcasting Cultural Co. Ltd. ("K's Media Broadcasting") (see Note 1(b) for details). K's Media Broadcasting, a company organized under the laws of China, is a wholly owned subsidiary of the Company.

As a result of the Share Exchange Agreement, the Company is involved in the advertising business that targets at high end consumers in China by placing premium brand advertising in in "entertainment" clubs on behalf of top-tier consumer products clients. Entertainment clubs are popular entertainment establishments in Asia that rent private rooms containing karaoke singing equipment, typically to groups of friends and business colleagues.

The Share Exchange Agreement ishas been considered a reverse acquisition ~~with~~as Orient Come effectively ~~assuming~~assumed control of the Company. The Company (the legal acquirer of Orient Come) in substance is the accounting acquiree and Orient Come (the legal acquiree of the Company) is the accounting acquirer. The consolidated financial statements presented are those of Orient Come, the accounting acquirer, at historical cost., ~~Orient~~from ~~Come commenced operations on~~ June 18, 2007. ~~The financial~~to ~~statements~~January ~~presented~~18, ~~are~~2008, ~~from~~and ~~June~~combined ~~18,~~with ~~2007~~the Company ~~(inception)~~thereafter. ~~through~~Orient ~~April 30,~~Come ~~2008~~commenced ~~(the~~operations ~~“2008~~on ~~period”)~~June 18, 2007.

~~On March~~At 11December 23, ~~2008~~2007, the president of the Company ~~changed~~was ~~its~~the ~~name~~brother toof a significant stockholder of Orient Come and K'’s Media.

The following agreements were entered into concurrent with the Share Exchange Agreement:

(a) Escrow Agreement

The Company entered into an Escrow Agreement (“Escrow Agreement”) with K's Media and shareholders of K's Media effective December 23, 2007. Pursuant to the Escrow Agreement, ~~the~~10,500,000 Escrow Shares ~~will~~of beCompany ~~deposited~~common orstock were deposited and held in an escrow account with an escrow agent. ~~7,875,000~~The ~~(75%~~Escrow ~~of 10~~Agreement,~~500,000)~~ ~~of the Escrow Shares are being held~~ as ~~security upon achievement of~~amended ~~$2,118,789~~January ~~of audited signed sales from K's Media's operations for K's Media fiscal year ended December~~ 31, 2008, ~~(the~~September ~~"2008~~4, ~~Performance Threshold") and $15~~2008,~~980,447~~ ofJune ~~the audited signed sales from K's Media's operations results for K's Media fiscal year ended December 31~~4, 2009, ~~(the~~August ~~"2009 Performance Threshold")~~4, ~~and $36,929,605~~ ~~of the audited signed sales from K's Media's operations results for K's Media fiscal year ended December 31~~2009, ~~2010~~and ~~(the "2010 Performance~~September ~~Threshold"). If K's Media achieved each of the 2008~~7, 2009 ~~and 2010 Performance Threshold~~, ~~one~~provides ~~third~~for of the ~~Escrow~~release ~~Shares~~and ~~will~~delivery ~~be released~~ to ~~shareholders of~~ K’s Media ~~every~~stockholders ~~year~~and designees ~~for a total~~ of 3up ~~years.~~to ~~If Performance Threshold is not achieved~~10,500,000 ~~a number of~~ Escrow Shares ~~(such~~of ~~number~~Company tocommon bestock ~~determined~~based byon the ~~formula~~ asachievement ~~set forth in the Escrow Agreement) will be returned to the Company for cancellation. Upon the termination~~ of ~~the~~certain ~~Escrow~~Performance ~~agreement,~~Thresholds ~~any~~ and ~~all Escrow shares remaining in~~ the ~~Escrow account shall be returned to the Company for~~ cancellation~~. The~~ ~~remaining 2,625,000 being held as security for K's Media entering into advertising agreements with entertainment clubs facilitated by the service provider. If at the end~~ of ~~fiscal year ended December 31, 2008~~ the ~~service provider has signed up less than 300 entertainment clubs under~~ ~~advertising~~remaining ~~agreements with K's Media, then 60% of the 2,625,000~~ shares ~~shall be cancelled. If at the end of K's Media fiscal year ended December 31~~, ~~2009~~as and K's Media fiscal year ended December 31, 2010 the service provider has facilitated less than 600 advertising agreements per each year, then 20% of the 2,625,000 shares shall be cancelled respectively.follows:

On Jan 31, 2008 the Escrow Agreement was amended pursuant to Amendment No. 1 to the Escrow Agreement to provide that, in addition to the original release terms, in the event of a merger or consolidation of the Company on or prior to the end of April of the fiscal year 2011, with or into another corporation or any other entity or the exchange of substantially all of the outstanding stock of the Company for shares of another entity or other property in which, after any such transaction the prior shareholders of the Company own less than fifty percent (50%) of the voting shares of the continuing or surviving entity, or in the event of the sale of all or substantially all of the assets of the Company, then all of the Escrowed Shares shall be released and distributed to the Shareholders of the Chinese Advertising Company.

Performance Threshold	Performance Threshold	Escrow shares Deliverable	Minimum Performance Threshold
K's Media Signed Sales:
16 Months ended April 30, 2009	$1,900,000	2,625,000	$1,059,395
Year ended April 30, 2010	$14,380,000	2,625,000	$7,990,224
Year ended April 30, 2011	$33,230,000	2,625,000	$18,464,803
Number of AD Agreements with entertainment clubs initiated by K' media stockholders
16 months ended April 30, 2009	600	1,575,000	300
Year ended April 30, 2010	300	525,000	300
Year ended April 30, 2011	300	525,000	300
Total		10,050,000

OnUnder the ~~September~~Escrow 4Agreement, ~~2008~~as ~~the~~amended, ~~Company~~if ~~entered into amendment 2 to~~ the ~~Escrow~~applicable ~~Agreement made~~Performance asThreshold ofis met, the ~~23rd~~respective ~~day~~parties ofare ~~December~~to ~~2007~~be bydelivered ~~and~~the ~~between~~Escrow ~~K’s~~Shares ~~Media;~~deliverable. ~~Orient~~If ~~Come~~the ~~Holdings~~Minimum ~~Limited;~~Performance ~~Beijing~~Threshold ~~K's~~is ~~Media~~not ~~Advertising~~met, ~~Ltd. Co.;~~ the ~~Company’s management~~applicable ~~personnel;~~Escrow ~~and~~Shares ~~Arnstein~~are &to ~~Lehr LLP, a law~~be ~~firm. Pursuant~~returned to the ~~amendment~~Company ~~Zhuang,~~and ~~Yan;~~cancelled. ~~Chang,~~If ~~Lin~~the ~~and~~Minimum ~~Wu, LiHong~~Performance ~~each~~Threshold ~~transferred~~is met but the ~~right~~Performance toThreshold ~~receive~~is ~~100,000~~not ~~escrowed shares~~met, ~~and~~then ~~Lu, Yong~~a ~~assigned~~proportionate ~~the~~number ~~right~~of ~~to receive 300~~the 10,500,000 ~~escrowed~~Escrow ~~shares,~~Shares to(actual ~~Andy Pang. Mr.~~results ~~Pang~~divided ~~currently~~by ~~serves~~the asPerformance ~~Chief~~Threshold) are ~~Operating~~to ~~Officer~~be ofdelivered to the ~~Company.~~ ~~The~~respective ~~assigned escrowed~~parties ~~shares~~and ofthe ~~common~~remainder ~~stock~~is ~~remain~~to ~~subject~~be returned to the ~~escrow~~Company ~~agreement,~~and ~~as amended~~cancelled.

Effective July 31, 2009, the Company authorized the release of a total of 3,679,380 Escrow Shares and cancellation of a total of 520,620 Escrow shares in connection with the achievement of performance thresholds relating to the 16 months ended April 30, 2009. After such release and cancellation, there are 6,300,000 Escrow shares remaining.

(b) Business Cooperation Agreement

Pursuant to the provisions of the Business Cooperation Agreement, which has a term of 20 years, K's Media retained the services of Orient Come in relation to the current and proposed operations of K's Media's business in China ("Orient Come's Services"). Under the Business Cooperation Agreement, K's Media will remit a quarterly consulting fee, equal to 80% of its quarterly revenues after deduction of direct operating costs, expenses and taxes in consideration of Orient Come's Services.

On February 22, 2008, Orient Come assigned its rights and obligations under the Business Cooperation Agreement to K's Media Broadcasting Cultural Co. Ltd. ("K's ~~Media~~ Media Broadcasting") pursuant to an Assignment Agreement dated February 22, ~~2008~~ 2008 (the "Assignment Agreement"). Under the Assignment Agreement, Orient ~~Come~~ Come assigned all of its right, title and interest in and to the Business ~~Cooperation~~ Cooperation Agreement and K’s Media Broadcasting agreed to assume all of Orient Come's obligations under the Business Cooperation Agreement. K's ~~Media~~ Media Broadcasting, a company organized under the laws of China, is a wholly ~~owned~~ owned subsidiary of the Company.

~~An Exclusive~~Under an Option ~~Agreements~~Agreement entered into by and ~~the~~among ~~Company~~Orient Come, shareholders of K's Media and K's Media effective as of December 23, 2007, the shareholders of K's Media, irrevocably granted to ~~the~~Orient ~~Company~~Come or its designated party an exclusive option to purchase, to the extent permitted by China law, a portion or all of their respective equity interests in K's Media for a purchase price of $100. ~~The~~Orient ~~Company~~Come or its designated party has the sole discretion to decide when to exercise the option, whether in part or in full. ~~Each~~The ofagreement ~~these agreements~~ has a ~~twenty-year~~ term, ~~subject~~of to20 ~~renewal at the Company's election~~years.

(d) Equity Pledge ~~Agreements~~Agreement

AUnder ~~series~~an of Equity Pledge ~~Agreements~~Agreement entered into by and among ~~the~~Orient ~~Company~~Come, K's Media and shareholders of K's Media dated December 23, 2007, the shareholders of K's Media ~~pledge~~pledged, all of their equity interests in K's Media to guarantee the performance of K's Media in its obligations under the ~~Exclusive~~ Business Cooperation Agreement. If K's Media or any of its shareholders breaches his/her ~~respective~~ respective contractual obligations under this agreement, or upon the occurrence of one of the events regarded as an event of default under each such agreement, ~~the~~ ~~Company~~Orient Come, as pledgee, will be entitled to certain rights, including the right to to dispose of the pledged equity interests. The shareholders of K's Media agree ~~not~~ not to dispose of the pledged equity interests or take any actions that would prejudice ~~the~~Orient ~~Company~~Come's interest, and to notify the Company of any events or upon receipt of any notices which may affect ~~the~~Orient ~~Company~~Come's interest in the pledge. ~~Each~~The term of the ~~equity~~Pledges ~~pledge~~shall ~~agreements~~last ~~will be valid~~ until all ~~the payments~~obligations ~~due~~ under the Exclusive Business Cooperation Agreement have been satisfied by K’s ~~fulfilled~~Media.

Going Concern

The Company has incurred net operating losses since inception. The Company faces all the risks common to companies that are relatively new, including under capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. At ~~January~~ July 31, 2009, the Company has accumulated losses of $36,~~901~~571,~~886~~508 since inception. The Company's recurring losses raise substantial doubt about its ability to continue as a going concern. The Company's consolidated financial statements do not reflect any adjustments that might result from the outcome of ~~this~~ this uncertainty. The Company expects to incur losses from its business ~~operations~~ operations and will require additional funding during the year ended April 30, ~~2009~~ 2010. The future of the Company hereafter will depend in large part on the Company's ability to successfully raise capital from external sources to pay for ~~planned~~ planned expenditures and to fund operations.

Management believes that its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

Note 2. Statement of Information Furnished

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Form 10-Q instructions and in the opinion of management contains all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position as of ~~January~~July 31, 2009 ~~and April 30~~, ~~2008,~~ and the results of operations ~~for~~and ~~three~~cash ~~months~~flow ~~ended~~for ~~January 31, 2009 and 2008,~~ the ~~nine~~three months ended ~~January~~July 31, 2009, ~~the period from inception~~and ~~(June~~2008. ~~18,~~These ~~2007)~~results tohave ~~January~~been ~~31,~~determined ~~2008,~~on the ~~period~~basis ~~from~~of ~~inception~~generally ~~(June 18, 2007)~~accepted toaccounting ~~January~~principles ~~31, 2009,~~ and ~~the~~practices ~~changes~~ in ~~stockholders’ equity (deficiency) for~~ the ~~period~~United ~~from~~States ~~inception~~and ~~(June~~applied consistently ~~18,~~with ~~2007)~~those toused ~~April~~in ~~30,~~the ~~2008,~~preparation of the ~~nine~~Company's ~~months~~2009 Annual ~~ended~~Report ~~January~~on ~~31,~~Form ~~2009~~10-K. ~~and~~Operating ~~cash~~results ~~flows~~ for the ~~nine~~three months ended ~~January~~July 31, ~~2009,~~ ~~the period from inception (June 18, 2007) to January 31, 2008, the period from inception (June 18, 2007) to January 31,~~ 2009~~. These results have been~~ ~~determined~~are onnot ~~the~~necessarily ~~basis~~indicative of ~~generally accepted accounting principles and practices in~~ the ~~United~~results ~~States~~that ~~and~~can ~~applied~~be ~~consistently~~expected ~~with~~for ~~those used in~~ the year ~~preparation~~ending ofApril ~~the~~30, ~~Company's 2008 Annual Report on Form 10-K~~2010.

~~Note~~These 3consolidated financial statements include the accounts of K's Media (Registrant, formerly known as Kinglake Resources Inc.), ~~Significant~~Oriental Come Holdings Limited (100% owned subsidiary), Beijing K's Media Broadcasting Ltd. Co. (100% owned subsidiary) and Beijing K's Media Advertising Ltd. Co., which is deemed to be a Variable Interest Entity of the Company through contractual relationship. This consolidation is required by the standards of Accounting ~~Policies~~Research Bulletin 51, Consolidated Financial Statements, Statement 94 of the Financial Accounting Standards Board (“FASB”), Consolidation of All Majority-Owned Subsidiaries, FASB Interpretation 46(R), Consolidation of Variable Interest Entities, Issue 04-05 of the Emerging Issues Task Force of the FASB, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights, and FASB Staff Position SOP 78-9-1, Interaction of AICPA Statement of Position (“SOP”) 78-9 and Emerging Issues Task Force (“EITF”) Issue 04-05.

~~(a)~~Note ~~Principles~~3. ofChanges ~~Consolidation~~in Accounting Policies

The ~~accompanying~~ consolidated financial statements of K's Media (Registrant, formerly known as Kinglake Resources Inc.), Oriental Come Holdings Ltd (100% owned subsidiary), Beijing K's Media Broadcasting Ltd. Co. (100% owned subsidiary) and Beijing K's Media Advertising Ltd. Co., which is deemed to be Variable Interest Entity of the Company ~~through~~adopted ~~contractual relationship. This consolidation is required by~~ the ~~standards of Accounting Research Bulletin 51,~~ ~~Consolidated~~following ~~Financial~~accounting ~~Statements,~~policies ~~Statement~~effective 94from ofMay the Financial Accounting Standards Board (FASB), Consolidation of All Majority-Owned Subsidiaries, FASB Interpretation 46(R) Consolidation of Variable Interest Entities, Issue 04-05 of the Emerging Issues Task Force of the FASB, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights, and FASB Staff Position SOP 78-9-1, ~~Interaction of AICPA Statement of Position (SOP) 78-9 and EITF Issue 04-05.~~2009:

(bi) ~~Estimates~~Disclosures about Derivative Instruments and Hedging Activities

~~The~~In March ~~consolidated~~2008, ~~financial~~the ~~statements~~FASB ~~were~~issued ~~prepared~~SFAS inNo. 161, ~~conformity~~“Disclosures ~~with~~about ~~accounting~~Derivative ~~principles~~Instruments ~~generally~~and ~~accepted~~Hedging inActivities, ~~the~~an ~~United~~amendment ~~States~~of ~~requires~~FASB usStatement No. 133”. This statement is intended to ~~make~~improve ~~estimates~~transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and ~~assumptions~~hedging ~~that~~activities ~~affect~~and their effects on the ~~reported~~entity’s ~~amounts~~financial position, offinancial ~~assets~~performance, and ~~liabilities~~cash ~~and~~flows. SFAS 161 applies to all ~~disclosure~~derivative instruments within the scope of ~~contingent~~SFAS ~~assets~~133, “Accounting for Derivative Instruments and ~~liabilities~~Hedging atActivities” ~~the~~as ~~date~~well ofas ~~the~~related ~~financial~~hedged items, ~~statements~~bifurcated derivatives, and ~~the~~nonderivative ~~reported~~instruments ~~amounts~~that ofare ~~revenue~~designated and qualify ~~expense~~as hedging instruments. ~~Actual~~Entities ~~results~~with ~~could~~instruments subject to SFAS 161 ~~differ~~must ~~from~~provide ~~those~~more ~~estimates~~robust qualitative disclosures and expanded quantitative disclosures. The adoption of this statement did not have any material effect on the Company's consolidated financial statements.

(cii) ~~Cash~~ ~~and~~Determination ~~Cash~~of ~~Equivalents~~the Useful Life of Intangible Assets

~~The~~In ~~Company~~April 2008, ~~considers~~the ~~all~~FASB ~~highly~~issued ~~liquid~~FASB ~~investments~~Staff ~~with~~Position an(“FSP”) ~~original~~FAS ~~maturity~~142-3, “Determination of the Useful Life of ~~three~~Intangible ~~months~~Assets”, which amends the factors that should be considered in developing renewal or ~~less~~extension assumptions used to bedetermine ~~cash~~the ~~equivalents~~useful life of intangible assets under SFAS 142 “Goodwill and Other Intangible Assets”. ~~Cash~~The ~~equivalents~~intent ~~include~~of this FSP is to improve the consistency between the ~~investments~~useful inlife ~~money~~of ~~market~~a ~~funds~~recognized ~~and~~intangible ~~are~~asset ~~stated~~under atSFAS ~~cost,~~142 ~~which~~and ~~approximates~~the period of ~~market~~the expected cash flows used to measure the fair value of the asset under SFAS 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles. The adoption of FSP FAS 142-3 did not have any material effect on the Company's consolidated financial statements.

(diii) ~~Accounts~~Accounting ~~Receivable~~for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)

~~The~~In ~~Company~~May 2008, ~~extends~~the ~~unsecured~~FASB ~~credit~~issued toFSP ~~its~~APB 14-1, ~~customers~~“Accounting for Convertible Debt Instruments That May Be Settled in ~~the~~Cash ~~ordinary~~upon ~~course~~Conversion of(Including Partial ~~business~~Cash ~~but~~Settlement)”. ~~mitigates~~The FSP clarifies the accounting ~~associated~~for ~~risks~~convertible bydebt ~~performing~~instruments ~~credit~~that ~~checks~~may ~~and~~be settled in cash ~~actively~~(including ~~pursuing~~partial ~~past~~cash ~~due~~settlement) ~~accounts~~upon conversion. AnThe ~~allowance~~FSP requires issuers to account separately for ~~doubtful~~the ~~accounts~~liability isand equity components of certain ~~established~~convertible ~~and~~debt ~~recorded~~instruments ~~based~~in ona ~~management~~manner that reflects the issuer's nonconvertible ~~assessment~~debt (unsecured debt) borrowing rate when interest cost is recognized. The FSP requires bifurcation of a component of the ~~credit~~debt, classification ~~history~~of that component in equity and the accretion of the resulting ~~with~~discount on the ~~customer~~debt ~~and~~to ~~current~~be ~~relationships~~recognized ~~with~~as ~~them~~part of interest expense in our consolidated statement of operations. AtThe ~~January~~FSP ~~31,~~requires ~~2009,~~retrospective noapplication ~~provision~~to the terms of instruments as they existed for ~~doubtful~~all ~~accounts~~periods ~~was~~presented. ~~made~~The adoption of FSP APB 14-1 did not have any material effect on the Company's consolidated financial statements.

(eiv) The ~~Property,~~Hierarchy ~~plant~~of ~~and~~Generally ~~equipment~~Accepted Accounting Principles

~~Property,~~In ~~plant~~May 2008, ~~and~~the ~~equipment~~FASB ~~are~~issued ~~recorded~~SFAS at162, ~~cost.~~ "The ~~Company~~Hierarchy ~~provides~~of ~~for~~Generally ~~depreciation~~Accepted ~~using~~Accounting ~~the~~Principles". ~~straight-line~~SFAS ~~method~~162 ofidentifies ~~accounting over~~ the ~~estimated~~sources ~~useful~~of ~~lives~~accounting ~~ranging~~principles ~~from~~and 3the toframework 7for ~~years.~~selecting ~~Any~~the ~~gain~~principles orused ~~loss~~in onthe preparation ~~disposal~~ of ~~disposal~~financial ofstatements. ~~property, plant~~The orimplementation ~~equipment~~of ~~will~~this bestandard ~~recorded~~did innot have ~~the~~a ~~income~~material ~~statement~~impact aton the ~~year~~Company's ~~of disposal.~~consolidated ~~Expenditures~~financial ~~for~~position ~~betterments, renewals~~ and ~~additions are capitalized.~~ ~~Repairs~~results ~~and~~of ~~maintenance expenses are charged to~~ operations ~~as incurred~~.

(fv) ~~Impairment~~Determining ofWhether ~~Long-Lived~~an ~~Assets~~Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock

~~Long-lived~~In ~~assets~~June 2008, of the ~~Company~~FASB ~~are~~ratified ~~reviewed~~EITF ~~for~~07-5, ~~impairment~~"Determining ~~when~~Whether ~~changes~~an ~~in circumstances~~Instrument ~~indicate~~(or ~~their~~an ~~carrying~~Embedded ~~value~~Feature) ~~has~~Is ~~become~~Indexed ~~impaired, pursuant~~ to ~~guidance established~~an inEntity's ~~the~~Own ~~SFAS~~Stock". NoEITF ~~144,~~07-5 provides ~~Accounting~~that ~~for~~an ~~the~~entity ~~Impairment~~should ~~or Disposal~~use ofa ~~Long-Lived~~two ~~Assets. Management~~step ~~considers~~approach ~~assets~~ to ~~be impaired~~evaluate ifwhether ~~the carrying amount of~~ an ~~asset exceeds the future projected cash~~ ~~flows~~equity-linked ~~from~~financial ~~related~~instrument ~~operations~~ (~~undiscounted~~or ~~and~~embedded ~~without interest charges~~feature)~~. If~~ ~~impairment~~ is ~~deemed~~indexed to ~~exist~~its own stock, ~~the~~including ~~asset~~evaluating ~~will~~the beinstrument's ~~written~~contingent ~~down~~exercise toand ~~fair~~settlement ~~value,~~provisions. ~~and~~It aalso ~~loss~~clarifies ison ~~recorded as~~ the ~~difference~~impact ~~between~~of ~~the~~foreign ~~carrying~~currency ~~value and~~denominated ~~the~~strike ~~fair~~prices ~~value.~~and ~~Fair~~market-based ~~values~~employee ~~are~~stock ~~determined~~option ~~based~~valuation oninstruments ~~quoted market values,~~on ~~discounted~~the ~~cash~~evaluation. ~~flows~~Adoption orof ~~internal~~EITF ~~and~~07-5 ~~external~~did ~~appraisals,~~not ashave ~~applicable.~~any ~~Assets to~~material beeffect ~~disposed~~on ~~of are carried at~~ the Company’s ~~lower~~consolidated offinancial ~~carrying~~position ~~value~~and orresults ~~estimated net~~of ~~realizable value~~operations.

(gvi) ~~Foreign~~Determining ~~Currency~~Whether ~~Translation~~Instruments Granted in Share-Based Payment Transactions Are Participating Securities

~~The~~In ~~Company’s~~June 2008, ~~reporting currency is~~ the USFASB ~~dollar.~~issued ~~All~~FSP ofEITF 03-6-1, ~~the~~“Determining ~~Company's~~Whether ~~operating~~Instruments ~~subsidiaries~~Granted ~~are located~~ in ~~China.~~Share-Based ~~They~~Payment ~~are~~Transactions ~~considered~~Are ~~to be self sustaining~~Participating ~~operations~~Securities.” ~~and~~The ~~their~~FSP ~~functional~~addresses ~~currency~~whether isinstruments ~~Renminbi (“RMB”).~~granted ~~The~~in ~~parent~~share-based ~~company’s~~payment ~~functional~~transactions ~~currency~~are isparticipating ~~the~~securities ~~U.S.~~prior ~~dollar.~~to ~~Accordingly~~vesting and, therefore, ~~the~~need ~~financial statements~~to ~~are~~be ~~translated~~included toin the ~~U.S.~~earnings ~~dollar~~allocation ~~using~~in ~~the~~computing ~~current~~earnings per ~~rate~~share ~~method. Under~~under the ~~current~~two-class ~~rate~~ method,. ~~assets~~The ~~and~~FSP ~~liabilities~~affects ~~are~~entities ~~translated~~that ~~using the~~accrue ~~period~~dividends ~~end~~on ~~exchange~~share-based ~~rate,~~payment ~~revenues~~awards ~~and~~during ~~expenses~~the ~~for~~awards’ ~~the~~service period ~~are translated~~when ~~using~~ the ~~average~~dividends ~~rate~~do ~~for~~not ~~the~~need ~~period~~to ~~and~~be ~~shareholders~~returned ~~equity~~if isthe ~~translated~~employees ~~at historical~~forfeit ~~rates~~the award. Adoption ~~Gains~~of orEITF ~~losses~~03-6-1 ~~resulting~~did ~~from~~not ~~these~~have ~~translation~~any ~~adjustments~~material effect on the Company’s ~~are~~consolidated ~~included~~financial inposition ~~accumulated~~and ~~other~~results ~~comprehensive~~of ~~income~~operations.

(hvii) ~~Income~~Issuer’s ~~Taxes~~Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement

~~The~~In ~~Company~~September 2008, ~~accounts for income taxes under~~ the ~~provisions~~FASB ofissued ~~Statement~~EITF of08-5 ~~Financial Accounting Standard (or "SFAS") No. 109,~~ “Issuer’s Accounting for ~~Income Taxes.”~~Liabilities ~~Under~~Measured ~~SFAS~~at ~~No.~~Fair ~~109,~~Value ~~deferred~~with ~~income~~a ~~tax~~Third-Party ~~assets~~Credit ~~and~~Enhancement”. ~~liabilities~~This ~~are computed for~~FSP ~~differences~~determines ~~between~~an ~~the~~issuer’s ~~financial~~unit ~~statements and tax bases~~ of ~~assets~~accounting ~~and liabilities~~for ~~that~~a ~~will~~liability ~~result~~issued inwith ~~taxable or deductible amounts in the future,~~an ~~based~~inseparable onthird-party ~~enacted~~credit ~~tax~~enhancement ~~laws~~when ~~and~~it ~~rates~~is ~~applicable~~measured toor ~~the~~disclosed ~~periods in which the~~at ~~differences~~fair ~~are~~value ~~expected~~on toa ~~affect~~recurring ~~taxable income~~basis. ~~Valuation~~Adoption ~~allowances~~of ~~are established~~EITF ~~when~~08-5 did ~~necessary,~~not tohave ~~reduce~~any material ~~deferred~~effect ~~income~~on ~~tax~~the ~~assets~~Company’s toconsolidated ~~the~~financial ~~amount expected~~position toand beresults ~~realized~~of operations.

(iviii) Disclosures ~~Fair~~about Credit Derivatives and Certain Guarantees: An Amendment of ~~Value~~SFAS 133 and FIN 45; and Clarification of ~~Financial~~the ~~Instruments~~Effective Date of SFAS 161

~~The~~In ~~determination~~September 2008, ofthe ~~fair~~FASB ~~value~~issued ofFSP ~~financial~~FAS ~~instruments~~133-1, is“Disclosures ~~made~~about atCredit Derivatives aand ~~specific~~Certain ~~point in~~Guarantees: ~~time,~~An ~~based~~Amendment onof ~~relevant~~FASB ~~information~~Statement ~~about~~No. 133 and ~~financial~~FASB ~~markets~~Interpretation No. 45; and ~~specific~~Clarification of the Effective Date of ~~financial~~FASB ~~instruments~~Statement No. 16.”. AsThis ~~these~~FSP ~~estimates~~amends ~~are~~SFAS ~~subjective~~133, in“Accounting ~~nature,~~for ~~involving~~Derivative ~~uncertainties~~Instruments and ~~matters~~Hedging ~~of significant judgement~~Activities”, to ~~they~~require ~~cannot~~disclosures ~~be determined~~by ~~with~~sellers ~~precision.~~of ~~Changes~~credit inderivatives, ~~assumptions~~including ~~can~~credit ~~significantly~~derivatives ~~affect~~embedded ~~estimated~~in ~~fair~~a hybrid ~~values~~instrument. The ~~carrying~~FSP ~~value~~also ofamends ~~cash~~SFAS 45, “Guarantor’s Accounting and Disclosure ~~accounts~~Requirements ~~payable~~for Guarantees, ~~accrued~~Including ~~liabilities~~Indirect ~~and~~Guarantees of ~~notes~~Indebtedness ~~payable~~of ~~approximates~~Others”, to ~~their~~require ~~fair~~additional ~~value~~disclosure ~~because~~about the current status of the ~~short-term~~payment/performance ~~nature~~risk of ~~these~~ ~~instruments~~a guarantee. ~~The~~Finally, ~~Company~~this ~~places~~FSP clarifies ~~its~~the ~~cash~~Board’s ~~with~~intent ~~high~~about ~~credit~~the ~~quality~~effective date of SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities”. Adoption of FSP FAS 133-1 did not have any material effect on the Company’s consolidated financial ~~institutions~~position and results of operations.

(jix) ~~Related~~Equity ~~Party~~Method ~~Transactions~~Investment Accounting Considerations

~~A related~~In ~~party~~November 2008, isthe ~~generally~~FASB ~~defined~~issued asEITF ~~(i)~~08-6 ~~any~~“Equity ~~person~~Method ~~that~~Investment ~~holds~~Accounting Considerations.” ~~10%~~EITF or08-6 ~~more~~clarifies ofaccounting ~~the Company’s~~for ~~securities~~certain transactions and ~~their~~impairment ~~immediate~~considerations ~~families,~~involving ~~(ii)~~ the ~~Company’s management,~~equity ~~(iii)~~method. ~~someone~~Transactions ~~that directly or indirectly controls, is controlled by~~and orimpairment isdealt ~~under common control~~ with ~~the~~are ~~Company~~initial measurement, ordecrease ~~(iv)~~in ~~anyone~~investment ~~who~~value, ~~can~~and ~~significantly~~change ~~influence~~in ~~the~~level ~~financial~~of ~~and~~ownership ~~operating~~or ~~decisions~~degree of ~~the Company~~influence. ~~A transaction~~Adoption isof ~~considered~~EITF 08-6 did tonot behave aany ~~related~~material ~~party~~effect ~~transaction~~on ~~when~~the ~~there~~Company’s ~~is a~~consolidated ~~transfer~~financial ofposition ~~resources~~and orresults ~~obligations~~of ~~between related parties~~operations.

(kx) ~~Revenue~~Accounting ~~Recognition~~for Defensive Intangible Assets

~~The~~In ~~Company~~November 2008, ~~recognizes~~the ~~revenue~~FASB ofissued ~~advertising~~EITF ~~and~~08-7, ~~promotion~~“Accounting ~~services~~for ~~when~~Defensive ~~the~~Intangible ~~following~~Assets.” ~~criteria~~EITF ~~are~~08-7 ~~met:~~clarifies ~~persuasive~~how ~~evidence~~to ~~that~~account anfor ~~arrangement~~defensive ~~exists;~~intangible ~~delivery~~assets ~~has~~subsequent ~~occurred~~to orinitial ~~services~~measurement. ~~have~~EITF ~~been~~08-7 ~~rendered;~~applies ~~the price~~ to ~~the~~all ~~customer~~defensive isintangible ~~fixed~~assets orexcept ~~determinable;~~for ~~and~~intangible ~~collectability~~assets isthat ~~reasonably~~are ~~assured.~~used Ifin ~~all~~research ofand ~~the~~development ~~above~~activities. ~~criteria~~EITF ~~have~~08-7 ~~been~~is ~~met,~~effective ~~revenues~~for ~~are~~intangible ~~principally~~assets ~~recognized~~acquired ~~when~~on ~~services~~or ~~have~~after ~~been~~the ~~rendered.~~beginning ~~Amounts~~of ~~received~~the ~~from~~first ~~customers~~annual inreporting ~~advance~~period ofbeginning ~~the~~on or ~~period~~after inDecember 15, ~~which~~2008. ~~service~~Adoption isof ~~rendered~~EITF ~~are~~08-7 did ~~deferred~~not ~~and~~have ~~recorded~~any material effect on the ~~balance sheet~~Company’s asconsolidated afinancial ~~liability~~position ~~under~~and ~~"deferred~~results ~~revenues~~of operations."

(lxi) ~~Advertising~~Accounting ~~Expenses~~for an Instrument (or an Embedded Feature) with a Settlement Amount That is Based on the Stock of an Entity’s Consolidated Subsidiary

~~The~~In ~~Company~~November 2008, ~~expenses~~the ~~advertising~~FASB ~~costs~~issued asFSP ~~incurred~~EITF 08-8, “Accounting for an Instrument (or an Embedded Feature) with a Settlement Amount That is Based on the Stock of an Entity’s Consolidated Subsidiary”. ~~The~~EITF ~~Company~~08-8 ~~did~~clarifies whether a financial instrument for which the payoff to the counterparty is based, in whole or in part, on the stock of an entity’s consolidated subsidiary is indexed to the reporting entity’s own stock. EITF 08-8 also clarifies whether or not ~~incur~~stock should ~~any~~be precluded from qualifying for the scope exception of SFAS 133, “Accounting for Derivative ~~advertising~~Instruments ~~costs~~and ~~during~~Hedging Activities”, or from being within the ~~years~~scope ~~ended~~of ~~January~~EITF 3100-19, ~~2009~~“Accounting for Derivative Financial Instruments Indexed to, and ~~2008~~Potentially Settled in, a Company’s Own Stock”. Adoption of EITF 08-8 did not have any material effect on the Company’s consolidated financial position and results of operations.

(xii) Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities

In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R) -8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This FSP amends SFAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” to require public entities to provide additional disclosures about transfers of financial assets. FSP FAS 140-4 also amends FIN 46(R)-8, “Consolidation of Variable Interest Entities”, to require public enterprises, including sponsors that have a variable interest entity, to provide additional disclosures about their involvement with a variable interest entity. FSP FAS 140-4 also requires certain additional disclosures, in regards to variable interest entities, to provide greater transparency to financial statement users. Adoption of FSP FAS 140-4 did not have any material effect on the Company’s consolidated financial position and results of operations.

(xiii) Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests that Continue to be Held by a Transferor in Securitized Financial Assets

In January 2009, The FASB released FSP No. EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20”. The guidance, which modifies EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets”.

The amendment allows for the use of other-than-temporary impairment assessments established in SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, for securities that had previously been subject to the impairment assessment under EITF Issue No. 99-20. SFAS No. 115 allows a reporting entity to assess an impaired security that is classified as either available-for-sale or held-to-maturity debt in order to determine whether the impairment should be recognized as other-than-temporary and recognized in earnings.

SFAS No. 115 gives management more discretion than EITF Issue No. 99-20, in deciding whether the loss is permanent. EITF Issue No. 99-20 required the use of market prices to assess the impairments of debt securities that are beneficial interests in some securitized financial transactions. Under the amended guidance, management can base the value it reports in the financial statements on its judgment of its ability to collect all the contracted amounts due.

Adoption of FSP EITF 99-20-1 did not have any material effect on the Company’s consolidated financial position and results of operations.

(xiv) Interim Disclosures About Fair Value of Financial Instruments

In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1 ("FSP FAS 107-1 and APB 28-1"), "Interim Disclosures about Fair Value of Financial Instruments". The FSP amends SFAS 107, "Disclosure about Fair Value of Financial Instruments”, and Accounting Principles Board Opinion No. 28, "Interim Financial Reporting", to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The Company adopted FSP FAS 107-1 and APB 28-1, which did not have a material impact on the Company’s consolidated financial statements.

(xv) Recognition and Presentation of Other-Than-Temporary Impairments

In April 2009, the FASB issued FASB Staff Position No. FSP FAS 115-2 and FAS 124-2 ("FSP FAS 115-2 and FAS 124-2"), "Recognition and Presentation of Other-Than-Temporary Impairments". The FSP amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The Company adopted FSP FAS 115-2 and FAS 124-2, which did not have a material impact on the Company’s consolidated financial statements.

(xvi) Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued FASB Staff Position No. FAS 157-4 ("FSP FAS 157-4"), "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly". The FSP provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, "Fair Value Measurements", when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly.

Adoption of FSP FAS 157-4 did not have any material effect on the Company’s consolidated financial position and results of operations.

(xvii) Accounting for Assets Acquired and Liabilities Assumed in a Business Combination that Arise from Contingencies

In April 2009, the FASB issued Staff Position SFAS No. 141(R)-1 (“SFAS 141(R)-1”), “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” which amends and clarifies FASB Statement No. 141 (revised 2007), “Business Combinations”, to address application issues on initial and subsequent recognition and measurement arising from contingencies in a business combination. SFAS 141(R)-1 is effective for assets or liabilities arising from contingencies in business combinations beginning with the first annual period on or after December 15, 2008. The adoption of SFAS 141(R)-1 did not have an impact on the Company’s consolidated financial statements.

(xviii) Subsequent Events

In May 2009, the FASB issued FASB No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for disclosing events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for selecting that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. Adoption of SFAS 165 did not have any material effect on the Company’s consolidated financial position and results of operations.

Recent Accounting Pronouncements

(i) ~~Disclosures~~Accounting byfor ~~Public Entities (Enterprises) about~~ Transfers of Financial Assets ~~and Interests in Variable Interest Entities~~

In ~~December~~June ~~2008~~2009, the FASB issued ~~FSP~~FASB ~~FAS 140-4 and FIN 46(R) -8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities~~No.~~” This FSP amends SFAS 140~~ 166, “Accounting for Transfers ~~and Servicing~~ of Financial Assets ~~and~~- ~~Extinguishments~~an ofamendment ~~Liabilities,” to require public entities to provide additional disclosures about transfers~~ of ~~financials~~ ~~assets.~~FASB ~~FSP~~Statement ~~FAS~~ No. 140-4” ~~also amends FIN 46~~(~~R)-8,~~ “~~Consolidation of Variable Interest~~SFAS ~~Entities,~~166”). toSFAS ~~require~~166 ~~public~~requires ~~enterprises, including sponsors that have a variable interest entity, to provide~~ additional disclosures about ~~their involvement~~the ~~with~~transfer aand derecognition ~~variable~~of ~~interest~~financial ~~entity.~~assets ~~FSP~~and ~~FAS~~eliminates ~~140-4~~the ~~also~~concept ~~requires~~of ~~certain~~qualifying ~~additional~~special-purpose ~~disclosures, in regards to variable interest~~ entities, tounder ~~provide greater~~SFAS ~~transparency to financial statement users~~140. ~~FSP~~SFAS ~~FAS~~166 ~~140-4~~ is effective for ~~the~~fiscal ~~first~~years beginning ~~reporting period (interim or annual) ending~~ after ~~December~~ November 15, ~~2008, with early application encouraged~~2009. The adoption of ~~this statement~~the standard is not expected to have a material ~~effect~~impact on the Company~~'s consolidated financial statements~~.

(ii) ~~Accounting~~Consolidation ~~for an Instrument (or an Embedded Feature) with a Settlement Amount That is Based on the Stock~~ of anVariable ~~Entity’s~~Interest ~~Consolidated Subsidiary~~Entities

In June ~~November 2008~~2009, the FASB issued ~~FSP~~SFAS ~~EITF 08-8~~No. 167, “~~Accounting~~Amendments ~~for~~to anFASB ~~Instrument~~Interpretation No. 46(R)” (or“SFAS ~~an Embedded Feature~~167”). ~~with~~SFAS a167 ~~Settlement~~amends ~~Amount~~certain ~~That~~requirements ~~is Based on the Stock~~ of an ~~Entity’s~~FASB ~~Consolidated~~Interpretation ~~Subsidiary~~No.” 46 ~~EITF~~(revised ~~08-8~~December ~~clarifies~~2003), ~~whether~~“Consolidation ~~a financial~~of ~~instrument~~Variable ~~for~~Interest Entities”, ~~which the payoff~~ to ~~the~~improve ~~counterparty~~financial isreporting ~~based,~~by inenterprises ~~whole~~involved with orvariable ininterest ~~part,~~entities onand ~~the~~to ~~stock~~provide ofmore anrelevant ~~entity’s~~and ~~consolidated~~reliable ~~subsidiary is indexed to~~information ~~the~~to ~~reporting~~users ~~entity’s~~of ~~own~~financial ~~stock~~statements. ~~EITF~~This ~~08-8~~Statement ~~also~~is ~~clarifies~~effective ~~whether~~as orof ~~not stock~~the ~~should~~beginning beof ~~precluded~~each ~~from~~reporting ~~qualifying~~entity’s ~~for~~first ~~the~~annual ~~scope~~reporting ~~exception~~period ofthat ~~SFAS~~begins after ~~133~~November 15, ~~“Accounting~~2009, for ~~Derivative Instruments~~interim ~~and~~periods ~~Hedging Activities,” or from being~~ within ~~the~~that ~~scope~~first ofannual ~~EITF~~reporting ~~00-19~~period, ~~“Accounting~~and for ~~Derivative~~ ~~Financial~~interim ~~Instruments Indexed to,~~ and ~~Potentially~~annual ~~Settled~~reporting ~~in,~~periods athereafter. ~~Company’s~~Earlier ~~Own~~application ~~Stock.” EITF 08-8~~ is ~~effective for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years~~prohibited. The Company is currently assessing the impact of the adoption of ~~EITF~~SFAS ~~08-8~~167 on ~~its consolidated~~the Company’s financial ~~position~~condition, ~~and~~ results of operations and cash flows.

(iii) The FASB Accounting ~~for~~Standards ~~Defensive~~Codification ~~Intangible~~and ~~Assets~~the Hierarchy of Generally Accepted Accounting Principles

In June ~~November 2008~~2009, the FASB issued ~~EITF~~Financial ~~08-7~~Accounting Standard No. 168, “The FASB Accounting ~~for~~Standards Codification ~~Defensive~~and ~~Intangible~~the Hierarchy of Generally Accepted Accounting Principles – a ~~Assets~~replacement of FASB Statement No. 162” ~~EITF~~(FAS ~~08-7~~168). ~~clarifies~~In ~~how~~addition toin June ~~account~~2009, ~~for~~the ~~defensive~~FASB ~~intangible assets~~issued ~~subsequent~~Accounting toStandards ~~initial~~Update ~~measurement~~No. 2009-01, ~~EITF~~“Topic 08205 – Generally Accepted Accounting Principles -7 ~~applies~~amendments tobased ~~all~~on ~~defensive intangible~~Statement ~~assets~~of ~~except~~Financial ~~for~~Accounting Standards ~~intangible~~No. 168 ~~assets~~– ~~that~~The ~~are~~FASB ~~used~~Accounting inStandards ~~research~~Codification and the ~~development~~Hierarchy ~~activities.~~of ~~EITF~~Generally 08Accepted Accounting Principles” (ASU 2009-71). isBoth FAS ~~effective~~168 ~~for~~and ~~intangible~~ASU ~~assets~~2009-1 ~~acquired~~recognize ~~on or~~the ~~after~~FASB Accounting Standards Codification as the ~~beginning~~source of ~~the~~authoritative ~~first~~U.S. ~~annual~~generally ~~reporting~~accepted ~~period~~accounting ~~beginning~~principles onto orbe utilized by nongovernmental entities. FAS 168 and ASU 2009-1 are effective for interim and annual periods ending after ~~December~~September 15, ~~2008~~2009. The ~~Company~~adoption isof this ~~currently~~pronouncement ~~assessing~~is ~~the~~not ~~impact~~expected ~~of EITF~~to ~~08-7~~have ona ~~its~~material ~~consolidated~~effect ~~financial~~on ~~position~~the ~~and results of~~Company’s ~~operations~~financial statements.

(iv) Equity Method Investment Accounting Considerations

In November 2008, the FASB issued EITF 08-6 “Equity Method Investment Accounting Considerations.” EITF 08-6 clarifies accounting for certain transactions and impairment considerations involving the equity method. Transactions and impairment dealt with are initial measurement, decrease in investment value, and change in level of ownership or degree of influence. EITF 08-6 is effective on a prospective basis for fiscal years beginning on or after December 15, 2008. The Company is currently assessing the impact of EITF 08-6 on its consolidated financial position and results of operations.

(v) Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active

In October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active.” This FSP clarifies the application of SFAS 157, “Fair Value Measurements,” in a market that is not active. The FSP also provides examples for determining the fair value of a financial asset when the market for that financial asset is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The impact of adoption was not material to the Company’s consolidated financial condition or results of operations.

(vi) Issuer’s Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement

In September 2008, the FASB issued EITF 08-5 “Issuer’s Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement.” This FSP determines an issuer’s unit of accounting for a liability issued with an inseparable third-party credit enhancement when it is measured or disclosed at fair value on a recurring basis. FSP EITF 08-5 is effective on a prospective basis in the first reporting period beginning on or after December 15, 2008. The Company is currently assessing the impact of FSP EITF 08-5 on its consolidated financial position and results of operations.

(vii) Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of SFAS 133 and FIN 45; and Clarification of the Effective Date of SFAS 161

In September 2008, the FASB issued FSP FAS 133-1, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161.” This FSP amends SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” to require disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument. The FSP also amends SFAS 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” to require and additional disclosure about the current status of the payment/performance risk of a guarantee. Finally, this FSP clarifies the Board’s intent about the effective date of SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities.” FSP FAS 133-1 is effective for fiscal years ending after November 15, 2008. The Company is currently assessing the impact of FSP FAS 133-1 on its consolidated financial position and results of operations.

(viii) Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities

In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” The FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The FSP affects entities that accrue dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the award. This FSP is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of FSP EITF 03-6-1 on its consolidated financial position and results of operations.

(ix) Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own Stock

In June 2008, the FASB ratified EITF 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock". EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of EITF 07-5 on its consolidated financial position and results of operations.

(x) Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)

In May 2008, the FASB issued FSP APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statement of operations. The FSP requires retrospective application to the terms of instruments as they existed for all periods presented. The FSP is effective for us as of January 1, 2009 and early adoption is not permitted. The Company is currently evaluating the potential impact of FSP APB 14-1 upon its consolidated financial statements.

(xi) The Hierarchy of Generally Accepted Accounting Principles

In May 2008, the FASB issued SFAS 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The implementation of this standard will not have a material impact on the Company's consolidated financial position and results of operations.

(xii) Determination of the Useful Life of Intangible Assets

In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS 142 “Goodwill and Other Intangible Assets”. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles. The Company is currently evaluating the potential impact of FSP FAS 142-3 on its consolidated financial statements.

(xiii) Disclosure about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued SFAS 161, “Disclosure about Derivative Instruments and Hedging Activities, an amendment of SFAS No.133”. This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS 161 on January 1, 2009. The Company is currently evaluating the potential impact of SFAS 161 on the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133”. This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. We are currently evaluating the disclosure implications of this statement. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

All new accounting pronouncements issued but not yet effective have been deemed to not be applicable, hence the adoption of these new standards is not expected to have a material impact on the consolidated financial statements.

Note 4. Earnings (Loss) Per Share

Basic earnings or loss per share is based on the weighted average number of common shares outstanding. Diluted earnings or loss per share is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. The computation of earnings (loss) per share is net earnings (loss) available to common stockholders (numerator) divided by the weighted average number of common shares outstanding (denominator) during the periods presented. All earnings or loss per share amounts in the financial statements are basic earnings or loss per share, as defined by SFAS No. 128, “Earnings Per Share”. Diluted loss per share does not differ ~~materially~~ from basic loss per share for all periods presented. Convertible securities that could potentially dilute basic ~~loss~~ earnings per share in the future are not included in the computation of diluted loss per share because to do so would be anti-dilutive. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value, when applicable.

							Period from	Period from
		Three months ended July
						Nine months	inception	inception
		2009		2008
				Three months ended		ended	(June 18, 2007)	(June 18, 2007)
Numerator - net income (loss) available to	$	(817,019)	$	(628,409)
				Janauary 31,		Janauary 31,	to January 31,	to January 31,
common stockholders
				2009	2008	2009	2008	2009
Denominator - weighted average numer
Numerator - net income (loss) available to
of common shares outstanding		22,966,167		21,408,739
	common stockholders			$ (1,216,906)	$ (41,289)	$ (3,561,041)	$ (38,423)	$ (3,950,174)
Denominator - weighted average number
	of common shares outstanding			22,916,167	13,000,000	22,385,974	13,000,000	21,698,074
Basic and diluted loss per common share				$ (0.05)	$ (0.00)	$ (0.16)	$ (0.00)	$ (0.18)

Note 5. Prepaid Expenses and Other Receivables

~~Note~~As 5.of July ~~Prepaid~~31, 2009 and April 30, 2009, prepaid expenses and other ~~receivable~~receivables consist of the following:

As of January 31, 2009, prepaid expenses and other receivable consist of the following:

		July 31,		April 30,
		2009		2009
Prepaid trade expenses	$	7,240	$	13,968
Prepaid consultants and corporate expenses		20,050		40,000
Money advanced to offices and staff for expenses
to be incurred for the Company		654,476		598,117
	$	681,766	$	652,085

	January 31,	April 30,
	2009	2008
	(unaudited)
Prepaid trade expenses	$ 509,495	$ 43,495
Prepaid consultants and corporate expenses	146,537	264,751
Other receivables	260,546	50
	$ 916,578	$ 308,296

Note 6. Accounts Payable and Accrued Liabilities

As of July ~~January~~ 31, 2009 and April 30, 2009, accounts payable and accrued liabilities consist ~~consists~~ of the following:

	January 31,	April 30,
		July 31,		April 30,
	~~2009~~	~~2008~~2009		2009
	(unaudited)
Accounts payable	$	330,166	$	325,180
Trade debt	$ 293,969	$ 55,293
Other payables		25,800		30,283
Accrued salaries	-	42,933
	$	355,966	$	355,463
	$ 293,969	$ 98,226

Note 7. Equipment

	January 31,	April 30,
	2009	2008
	(unaudited)
Computer equipment	$ 49,455	$ 15,075
Office equipment	8,838	-
	58,293	15,075
Less: accumulated depreciation	(5,320)	(56)
	$ 52,973	$ 15,019

Equipment as of July 31, 2009 and April 30, 2009 is summarized as follows:

The depreciation expense incurred during the three-month, nine-month periods ended January 31, 2009 and from inception (June 18, 2007) to January 31, 2009 were $2,721 (2008: $nil), $5,246 (2008: $nil) and $5,246 respectively.

		July 31,		April 30,
		2009		2009
Computer equipment	$	58,567	$	54,556
Office equipment		9,650		8,864
		68,217		63,420
Less: accumulated depreciation		(11,397)		(8,185)
	$	56,820	$	55,235

The depreciation expense incurred during the three months ended July 31, 2009 and 2008 were $3,231 and $800, respectively.

Note 8. Capital Stock

(a) Preferred Stock

The Company is authorized to issue up to 100,000,000 shares of Preferred Stock with a par value of $0.00001 per share under terms and conditions as set forth in ~~their~~ its Articles of Incorporation. At ~~January~~July 31, 2009, the Company did not have ~~any~~ any outstanding preferred stock.

(b) Common Stock

The Company is authorized to issue up to 100,000,000 shares of Common Stock with a par value of $0.00001 per share under terms and conditions as set forth in ~~their~~its Articles of Incorporation.

On July ~~December~~17, 102008, ~~2007~~the Company completed the sale of 1,666,667 units of its securities (the "Units"), with each Unit consisting of (a) one share of the Company's Common ~~effectuated~~Stock, par value $0.00001 per share (the "Common Stock"), (b) a 3warrant to purchase one share of Common Stock at a purchase price of $6.00 per share of Common Stock (the "Group A Warrant"), and (c) a warrant to purchase one share of Common Stock at a purchase price of $9.00 per share of Common Stock (the "Group B Warrant"), for 1a ~~forward~~purchase ~~stock~~price ~~split~~of $3.00 per Unit. The aggregate proceeds from ~~financial~~the ~~statements~~sale ~~have~~of ~~been~~the ~~retroactively~~Units, ~~adjusted~~prior to ~~reflect~~expenses ~~this~~incurred ~~stock~~in connection with the offer ~~split~~and sale of the Units, was $5,000,000. The Company sold the Units to a single investor pursuant to applicable exemptions from registration under the Securities Act of 1933, as amended. The total cost for the $5,000,000 private placement was $406,164, resulting in net proceeds of $4,593,836. The proceeds from the issuance of the units were allocated between the warrants and the common shares on the basis of relative fair values. The fair value of the warrants of $893,371 was calculated using the Black-Scholes model using the following assumptions: Volatility of 14.25%, expected term of 5 years, risk free interest rate of 3.35%.

InThe Group ~~December~~A ~~2007~~Warrant has an exercise price of $6.00 per share and is exercisable for a five-year period commencing on July 17, ~~the~~2008, ~~Company~~to ~~issued~~purchase 101,~~500~~666,~~000~~667 shares ~~into~~of Common ~~escrow~~Stock ~~pursuant~~in the aggregate. The Group A Warrant is subject to aproportional ~~Share~~adjustment ~~Exchange~~for ~~Agreement~~stock splits, stock dividends, recapitalizations, reclassifications, and ansimilar ~~Escrow~~corporate ~~Agreement~~events. ~~See~~The ~~Note~~Group ~~1(b)~~A ~~for~~Warrant may not be ~~details~~exercised on a cashless basis.

~~Prior~~The Company tomay redeem the Group A Warrant at its option at a price of $0.05 per share if the ~~Share~~closing ~~Exchange~~bid ~~Agreement,~~price of the Company's ~~had~~Common ~~6,087,000~~Stock ~~issued~~exceeds ~~and~~$8.00 ~~outstanding~~per ~~shares~~share for a period of ~~common~~20 ~~stock~~consecutive trading days, provided that the Company's redemption right will not be in effect during any period during which the Company does not have ~~been~~in ~~presented~~place asan aeffective ~~recapitalization~~registration ~~upon~~statement under the ~~reverse~~Securities ~~acquisition~~Act of ~~Orient~~1933, ~~Come~~as ~~Holdings~~amended ~~Limited~~(the "Securities Act"), registering the shares of Common Stock issuable upon exercise of the Group A Warrant.

InThe Group ~~October~~B ~~2007,~~Warrant ~~Orient~~is ~~Come~~exercisable ~~raised~~to $purchase 1,~~287~~666,~~250~~667 ~~through~~shares ~~the issuance~~ of 2Common ~~of their corporate shares~~Stock. ~~Pursuant to the~~ The terms of the ~~Share~~Group ~~Exchange~~B ~~Agreement,~~Warrant ~~the shareholders~~are ofidentical ~~Orient Come (the "Orient Come Shareholders") transferred~~ to the ~~Company~~ ~~all~~Group ofA ~~the Orient Come shares in exchange for the issuance of 13~~Warrant,~~000,000 shares~~ ofexcept that the ~~Company's~~exercise ~~common~~price ~~stock~~is ~~(the "Acquisition")~~$9.00 Asper ashare ~~result~~ of ~~the Acquisition~~Common Stock, ~~Orient~~and ~~Come became~~ the ~~Company's~~price ~~wholly-owned~~per ~~subsidiary. In~~share ~~connection~~of ~~with~~Common ~~the~~Stock ~~Share~~initiating ~~Exchange Agreement,~~ the Company ~~issued 2,000,000 shares of its common stock as a finder~~'s ~~fee~~repurchase torights ais ~~third~~$12.00 ~~party~~per share.

In February 2008 the Company entered into a business advisory agreement for one year. Under this agreement the Company issued 50,000 shares of common stock valued at market totaling $274,500. The Company has expensed $179,016 of this agreement. $95,484 is included in prepaid expenses as of January 31, 2009.

On July 17, 2008, the "Company" completed the sale of 1,666,667 units of its securities (the "Units"), with each Unit consisting of (a) one share of the Company's Common Stock, par value $0.00001 per share (the "Common Stock"), (b) a warrant to purchase one share of Common Stock at a purchase price of $6.00 per share of Common Stock (the "Group A Warrant"), and (c) a warrant to purchase one share of Common Stock at a purchase price of $9.00 per share of Common Stock (the "Group B Warrant"), for a purchase price of $3.00 per Unit. The aggregate proceeds from the sale of the Units, prior to expenses incurred in connection with the offer and sale of the Units, was $5,000,000. The Company sold the Units to a single investor pursuant to applicable exemptions from registration under the Securities Act of 1933, as amended, and the offering of the Units is now terminated. The Company used the net proceeds from the sale of the Units for working capital and general corporate purposes. The total cost for the $5,000,000 private placement was $406,164, resulting in net proceeds of $4,593,836.

The Group A Warrant has an exercise price of $6.00 per share, is exercisable for a five-year period commencing on July 17, 2008, and is exercisable to purchase 1,666,667 shares of Common Stock in the aggregate. In the event the Company issues Common Stock or certain Common Stock derivatives during the six month period following the issuance of the Class A Warrant, excluding specified excluded shares, at a purchase price or conversion or exercise price, as applicable, less than $3.00 per share of Common Stock, the Company must either, at its option (a) repurchase the Units at a repurchase price of $3.00 per Unit issued, or (b) reduce the exercise price of the Group A Warrant (but not the number of shares of Common Stock issuable upon exercise of the Group A Warrant) on a weighted-average basis, in accordance with the formula set forth in the Group A Warrant. The Group A Warrant is also subject to proportional adjustment for stock splits, stock dividends, recapitalizations, reclassifications, and similar corporate events. The Group A Warrant may not be exercised on a cashless basis.

The Company may redeem the Group A Warrant at its option at a price of $0.05 per share if the closing bid price of the Company's Common Stock on the Nasdaq OTCBB on which it is traded exceeds $8.00 per share for a period of 20 consecutive trading days, provided that the Company's redemption right will not be in effect during any period during which the Company does not have in place an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), registering the shares of Common Stock issuable upon exercise of the Group A Warrant.

The Group B Warrant is exercisable to purchase 1,666,667 shares of Common Stock. The terms of the Group B Warrant is identical to the Group A Warrant, except that the exercise price is $9.00 per share of Common Stock, and the price per share of Common Stock initiating the Company's repurchase rights is $12.00 per share.

The Units, including the shares of Common Stock and Group A Warrant and Group B Warrant included therein, were issued without registration under the Securities Act in reliance upon the exemption from registration set forth in Rule 506 of Regulation D ("Regulation D"), promulgated pursuant to Section 4(2) of the Securities Act, Regulation S promulgated under the Securities Act, and Section 4(6) of the Securities Act. The Company based such reliance upon representations made by the purchaser of the Units to the Company regarding such purchaser's investment intent, sophistication, and status as an "accredited investor," as defined in Regulation D, and on the investor's representations as to its residency and the offshore purchase of the Units, among other things. The Units, including the shares of Common Stock and Group A Warrant and Group B Warrant included therein, and the shares of Common Stock issuable upon exercise of the Group A Warrant and Group B Warrant, may not be offered or sold in the United States absent registration pursuant to the Securities Act or an applicable exemption from the registration requirements of the Securities Act. The share certificates for the Common Stock and the Group A Warrant and Group B Warrant bear restrictive legends permitting the transfer of the securities only in compliance with applicable securities laws.

On October 8, 2008, the Company issued 112,500 shares of Common Stock at a fair market value of $641,250 ~~for~~to ~~services.~~employees, ~~The~~and the amount iswas recorded as ~~a contribution~~ tocompensation ~~the additional paid in capital~~expense.

In November 2008, the Company entered into a financing and investor relations agreement for eight months. Under this agreement the Company issued 900,000 shares of Common Stock valued at market totaling $5,130,000 and $25,000 in cash. The agreement was cancelled in February 2009 and ~~the~~850,000 shares issued were ~~returned~~ returned for cancellation. The net consideration of $310,000 was expensed $193,750 in the year ended April 30,2009 and $116,250 in the three months ended July 31, 2009. ($25,000 cash and $285,000 market value of 50,000 shares of common stock).

Effective July 31, 2009, the Company authorized the release of a total of 3,679,380 Escrow Shares and cancellation of a total of 520,620 Escrow Shares in connection with the achievement of performance thresholds relating to the 16 months ended April 30, 2009 (see Note 1). The Company reflected the $919,845 estimated fair value of the 3,679,380 released Escrow Shares as general and administrative expenses in the accompanying consolidated statement of operations for the three months ended July 31, 2009 and increased additional paid-in capital by the same amount.

Note 9. Related Party Balances/Transactions

During the three~~-month~~ ~~and~~months ~~nine-month periods~~ ended ~~January~~ July 31, 2009, the Company accrued $34,~~762~~354 (2008: $~~nil) and $26~~15,~~186 (2008: $nil~~916) in consulting fees to a related party of the Company’s President and CEO ~~respectively~~. As of July ~~January~~ 31, 2009, the Company owes $229,~~394~~084 (April 30, ~~2008~~2009: $563,~~373~~942) to this related party for services rendered.

At ~~January~~ July 31, 2009, athe ~~director~~balance of the ~~company advanced~~expenses tothat the Company’s ~~for~~President ~~expenses~~and toCEO ~~be incurred~~ paid on behalf of the Company of is $54,~~341~~164 (April 30, ~~2008~~2009: $~~186~~4,~~050~~144), which is non-interest bearing, unsecured, and due on demand.

~~Note~~At 10July 31, 2009, the balance that the Company advanced to an officer of the Company for expenses to be incurred for the Company is $732 (April 30, 2009: $2,200). ~~Income~~$1,468 was ~~Taxes~~repaid or reported as operating expenses during the three-month period.

~~There~~For isthe nopurpose ~~current~~of orcurrency ~~deferred~~conversion, ~~tax expense for~~ the ~~nine~~Company ~~months~~sends ~~ended~~foreign ~~January~~currency ~~31,~~to ~~2009~~an agent ~~and~~in ~~year~~China ~~ended~~which ~~April~~is ~~30,~~a ~~2008~~related ~~due~~party to the Company’s, ~~loss~~and ~~position.~~then ~~The~~receives ~~benefits~~Renminbi ofback ~~temporary~~from ~~differences~~the ~~have~~agent ~~not~~right ~~been~~after ~~previously~~the ~~recorded~~conversion. The ~~deferred~~shareholder ~~tax consequences~~ of ~~temporary~~the ~~differences~~agent inis the ~~reporting~~father ~~items~~of ~~for~~the ~~financial~~Company’s ~~statement~~ CFO and ~~income~~one ~~tax~~of ~~purposes~~its ~~are recognized, as appropriate~~shareholders. ~~Realization~~During of the three ~~future~~month ~~tax~~period ~~benefits~~ended ~~related~~July to31, 2009, the ~~deferred~~Company ~~tax~~sent ~~assets~~$164,288 isto ~~dependent~~the ~~on many factors~~agent, ~~including~~ and the ~~Company’s~~agent ~~ability~~returned $159,016 to ~~generate~~the ~~taxable income~~Company. ~~Management has~~As ~~considered~~of ~~these~~filing ~~factors~~date inof ~~reaching~~this ~~its~~Form ~~conclusion~~10-Q, the asremaining tobalance ~~the~~of ~~valuation allowance~~$252,304 ~~for~~(April ~~financial~~30, ~~reporting~~2009: ~~purposes~~$247,032) ~~and~~ has ~~recorded~~not ayet ~~full valuation~~been ~~allowance~~returned ~~against~~to the ~~deferred tax asset~~Company.

~~The~~Note ~~Company's~~10. ~~subsidiaries~~Concentrations ~~in China are governed by the Income Tax Law of China concerning Foreign Investment Enterprises~~ and ~~Foreign~~Credit Enterprises and local income tax laws (the "China Income Tax Law"). Pursuant to the China Income Tax Law, wholly-owned foreign enterprises are subject to tax at a statutory rate of 33% (30% state income tax plus 3% local income tax). Starting from January 1, 2008, the rate was reduced to 25%.Risk

The components of net loss consist of the following:

				Period from	Period from
		Three months	Nine months	inception	inception
		ended	ended	(June 18, 2007)	(June 18, 2007)
		Janauary 31,	Janauary 31,	to January 31,	to April 30,
		2009	2009	2009	2008
U.S. Operations	$	100,370	1,018,170	1,179,755	161,585
Chinese Operations		1,116,536	2,542,870	2,770,418	227,548
	$	1,216,906	3,561,040	3,950,173	389,133

The table below summarizes the reconciliation of the Company's income tax provision (benefit) computed at the statutory U.S. Federal rate and the actual tax provision:

			Period from	Period from
	Three months	Nine months	inception	inception
	ended	ended	(June 18, 2007)	(June 18, 2007)
	Janauary 31,	Janauary 31,	to January 31,	to April 30,
	2009	2009	2009	2008
Income tax provision (benefit) at	$ (415,000)	$ (1,211,000)	$ (1,348,000)	$ (137,000)
Federal statutory rate
State income taxes, net of Federal Benefit	-	-	(17,000)	(17,000)
U.S. tax rate in excess of foreign tax rate	100,000	229,000	262,000	33,000
Increase in valuation allowance	315,000	982,000	1,103,000	121,000
	$ -	$ -	$ -	$ -

The Company has a net operating loss ("NOL") carryforward for United States income tax purposes at January 31, 2009 expiring through the year 2029. Management estimates the NOL as of January 31, 2009 to be approximately $1,179,000. The utilization of the Company's NOL's may be limited because of a possible change in ownership as defined under Section 382 of Internal Revenue Code.

The Company has a net operating loss ("NOL") carryforward for China income tax purposes at January 31, 2009 expiring through the year 2012. Management estimates the NOL as of January 31, 2009 to be approximately $2,770,000.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has recognized, a valuation allowance for those deferred tax assets for which it is more likely than not that realization will not occur. The Company's deferred tax assets as of January 31, 2009 and April 30, 2008 are as follows:

	Janauary 31, 2009	April 30, 2008
NOL carryforwards	$ 1,094,000	$64,000
Valuation allowance	-1,094,000	-64,000
Deferred tax asset, net of allowance	$ -	$ -

Note 11. Concentrations and Credit Risk

The Company operates principally in China and grants credit to its customers in this geographic region. Although China is economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s operations.

~~During~~ For the three ~~nine~~ months ~~period~~ ended ~~January~~July 31, 2009, ~~the~~net ~~Company~~revenues ~~has 2 customers，Beijing Wing~~ of ~~Martin~~ ~~Trading Co.~~$1,423,158 ~~Ltd.~~included ~~and Beijing ZhongShiKanDian Advertising Co.~~$317, ~~Ltd.,~~636 ~~representing~~from ~~48%~~barter ~~and 35% of the net total sales respectively. The~~ transactions. ~~with~~For the ~~above~~three ~~two~~months ~~customers,~~ended ~~are~~July ~~barter transactions, and by January~~ 31, 2009, ~~the~~three customers ~~services~~accounted tofor be38%, ~~provided~~31%, byand ~~the~~19% ~~above~~of ~~two~~net ~~customers have~~sales, ~~been received by the Company~~respectively.

~~During~~Note ~~the nine months period ended January 31, 2009, the Company had sales revenue of $569,779 with related cost of sales of $nil arising from barter transactions~~11. ~~The~~ ~~barter~~Statutory ~~revenue and offsetting expense are recognized at the fair value of the advertising as determined by similar cash transaction.~~Reserve

Note 12. Statutory Reserve

Pursuant to Chinese regulations and laws, the Company is required to make appropriations to the reserve funds and staff welfare fund, based on after tax net income determined in accordance with generally accepted accounting principles of the People’s Republic of China (the “China GAAP”). Appropriations to the reserve funds should be at least 10% of the after tax net income determined in accordance with the China GAAP until the reserve is equal to 50% of the Company’s registered capital. The reserve funds are established for covering corporate obligations in the event of business liquidation. Any additional appropriations to the reserve funds over the 10% requirement are made at the discretion of the Board of Directors. The reserve funds and staff welfare funds are recorded as part of the retained earnings but are not available for distribution to the owners of the Company other than in liquidation. Appropriations to the staff welfare fund are at a percentage, as determined by the Board of Directors, of the after tax net income determined in accordance with the China GAAP. The staff welfare fund is established for the purpose of providing employee facilities and other collective benefits to the employees. The appropriations are made on an annual basis.

Due to the ~~loss~~Company’s ~~status~~losses, ofno ~~the~~appropriations ~~Company,~~have nobeen made to the reserve funds and staff welfare fund ~~were appropriated~~.

Note 1312. Commitments

The Company has entered into agreements with various ~~KTVs~~Karaoke (“KTV”) and night clubs for rental of space in karaoke rooms and broadcasting fees for ~~advertisement~~advertisements. As ~~The~~of ~~total~~July ~~rental~~31, to2009, befuture ~~paid~~rental ~~for~~and ~~the~~fee ~~next~~commitments ~~five~~are ~~years~~payable isas ~~$12,315,816.~~follows:

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

Year ended April 30,
2010	$	1,436,046
2011		1,882,384
2012		1,539,147
2013		1,444,256
2014		307,417
	$	6,609,250

Note 13. Subsequent Events

The Company has evaluated subsequent events through the filing date of this Form 10-Q and has determined that there were no subsequent events to recognize or disclose in these financial statements.

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

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

Overview of the Company's Business

On January 18, 2008 (the "Closing Date"), Kinglake Resources, Inc., ( later changed name to K's Media, here after refers to as the "Registrant" or the "Company") completed a Share Exchange Agreement (the "Share Exchange Agreement") dated December 23, 2007, with Orient Come Holdings Limited, a company organized under the laws of British Virgin Island ("Orient Come") and Beijing K's Media Advertising Ltd. Co., a limited liability company organized under the laws of the People's Republic Of China ("Chinese Advertising Company" or ¨K's Media"). Pursuant to the terms of the Share Exchange Agreement, the shareholders of Orient Come (the "Orient Come Shareholders") transferred to us all of the Orient Come shares in exchange for the issuance of 13,000,000 shares of our common stock (the "Acquisition"). As a result of the Acquisition, Orient Come became our wholly-owned subsidiary.

In connection with the Share Exchange Agreement we issued 2,000,000 shares of our common stock to Sino Return Holdings Limited, a non-affiliate party as finder's fee.

On February 22, 2008, Orient Come assigned its rights and obligations under the Business Cooperation Agreement to K's Media Broadcasting Cultural Co. Ltd. ("K's Media Broadcasting") pursuant to an Assignment Agreement dated February 22, 2008 (the "Assignment Agreement"). Under the Assignment Agreement Orient Come assigned all of its right, title and interest in and to the Business Cooperation Agreement and K's Media Broadcasting agreed to assume all of Orient Come's obligations under the Business Cooperation Agreement. K's Media Broadcasting, a company organized under the laws of the People's Republic of China, is a wholly owned subsidiary of the Company.

Our current corporate structure is set forth below:

Prior to the Acquisition, we were a public "shell" company with nominal assets. We were incorporated in the State of Nevada in April 14, 2006 and engaged in the business of conducting research in the form of exploration of our mining interest. In September 2007, a review of the aeromagnetic of our property shows no apparent anomalies and the geologist recommend no further work on this property. Our management then began to pursue an acquisition strategy, whereby we sought to acquire businesses that provide room for growth.

As a result of the acquisition, we engaged in media and advertising throughout China. The Chinese Advertising Company is an emerging media company that targets high end consumers in China by placing premium brand advertising in entertainment clubs on behalf of top-tier consumer products clients. Entertainment clubs are popular entertainment establishments in Asia that rent private rooms containing karaoke singing equipment, typically to groups of friends and business colleagues.

Concurrent with the Share Exchange Agreement, Orient Come, our wholly-owned subsidiary has signed a Business Cooperation Agreement with the Chinese Advertisement Company. We do not have an equity interest with the Chinese Advertisement Company. In order to meet ownership requirements under Chinese law, which restricts foreign companies with less than three years of operation history in advertising industry from operating in the advertising industry in China, we and Orient Come executed a series of exclusive contractual agreements. These contractual agreements allow us to, among other things, to secure significant rights to influence the Chinese Advertisement Company's business operations, policies and management, approve all matters requiring shareholder approval, and the right to receive 80% income earned by the Chinese Advertisement Company. In addition, to ensure that the Chinese Advertisement Company and its shareholders perform their obligations under these contractual arrangements, the shareholders have pledged to Orient Come all of their equity interests in the Chinese Advertisement Company. At such time that current restrictions under People's Republic Of China (PRC) law on foreign ownership of Chinese companies engaging in the advertising industry in China are lifted, or we have acquired a non-Chinese advertisement company that has over three years operation in advertising industry ("Qualified Advertising Subsidiary"), Orient Come may exercise its option to purchase the equity interests in the Chinese Advertisement Company and transfer the ownership to the Qualified Advertising Subsidiary. Orient Come later assigned its rights and obligations under the Business Cooperation Agreement to K's Media Broadcasting Cultural Co. Ltd., another wholly owned subsidiary of the Company incorporated in People's Republic of China.

The Chinese Advertising Company signs advertising agreements with companies in the cosmetics, beverage, automobile and other consumer goods sectors. K's Media also signs advertisement placement agreements with top entertainment clubs chains in Beijing, Shanghai, Guangzhou, Shenzhen, Hangzhou and other major Chinese cities. K's Media then promotes its clients brands at the entertainment clubs via advertising and promotional events. K's Media has signed agreements with more than three hundred top-ranked entertainment clubs in Beijing, Shanghai, Guangzhou, Shenzhen and other large cities, representing thousands of screens. Advertisements will be placed on screens in each room of each club signed by K's Media. A critical component of K's Media's marketing and distribution to entertainment clubs is its partnership with Shine MultiMedia Co., Ltd. ("Shine"), one of the China's largest VOD (video on demand) system distributors with deals in over 3,000 entertainment clubs and more than 100,000 entertainment rooms in China. Shine and other VOD system distributors that signed up with K’s Media has bundled K’s Media's proprietary CRM software with its VOD system and also pursue advertising agreements with the entertainment clubs on behalf of K's Media. The parties have entered into the Service Agreement whereby VOD system distributors arrange exclusive agency contracts between K's Media and entertainment clubs. VOD system distributors also installed and maintained advertisement equipment at the entertainment clubs during the terms of the contracts. K's Media supplements these VOD system distributorsˇ marketing efforts with its own team of club agents that is responsible for signing up entertainment clubs, renewing contracts, and providing other follow-up services such as media channel maintenance and ad placements. VOD system distributors will receive a fee from K's Media for each contract executed and monthly maintenance fee for services provided by them over the term of each contract.

Our ability to generate revenues from advertising sales largely depends upon our ability to provide a large network of screens that show our programs in entertainment clubs, which requires us to obtain Ad Licensing rights contracts to operate in entertainment clubs, as well as how fast the advertising clients can accept us as a new media focusing high end consumers.

The Registrant changed its name to K's Media on March 11, 2008, which will be more consistent with its business activities in the media and advertising in China.

Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have generated insufficient revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to price and cost increases in services.

The capital raised from the issuance of our common stock will enable the Company to sustain for a year so that it won't need to raise cash in the next 12 month. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities. Equity financing could result in additional dilution to existing shareholders.

~~Significant~~Recent Developments

~~Application~~The ~~for~~Company ~~NASDAQ~~has ~~Capital~~made ~~Market~~5 amendments during the period ended July 31, 2009 to its Escrow Agreement. Please refer to note 1 to Consolidated Financial Statements and Form 8-K filed by the Company to the Securities Exchange Committee for reference.

The Company ~~announced~~has insigned ~~December~~up ~~2008~~over ~~that~~300 itKTV ~~has~~lounges ~~submitted~~in antier ~~application~~1 tocities ~~list~~including Beijing, ~~its~~Shanghai, ~~common~~Guangzhou ~~shares~~and onShenzhen ~~the~~by ~~NASDAQ~~July ~~Capital~~31, ~~Market~~2009.

InK’s Media selects KTV clubs that are frequented by high earners such as business owners and professionals with active ~~connection~~lifestyles. ~~with~~Especially ~~the~~attractive ~~application,~~are ~~the~~clubs ~~Company~~that ~~has~~appeal ~~appointed five members~~ to ~~its Board of Directors. All members meet~~ the ~~independent~~top ~~and~~5% ~~corporate~~of ~~governance~~China's ~~requirements~~population ofby ~~NASDAQ~~income. ~~Their~~K’s ~~term~~Media ~~commences~~will onreach ~~November~~these ~~24,~~individuals ~~2008~~by ~~and~~being ~~expires~~sure atto ~~the~~only ~~Company's~~contract ~~next~~with ~~Annual~~mid- ~~Meeting~~to ofhigh-end ~~Stockholders.~~KTV ~~The Company has also established an Audit Committee~~lounges, astarting ~~Compensation~~from ~~Committee,~~tier ~~as well as a~~1 ~~Nominating and Corporate Governance Committee~~city.

Addition of Valuable Shareholder

Jason NanChun Jiang, founder and Chairman of Focus Media has become K's Media's shareholder through purchase of 600,000 common shares. Jason NanChun Jiang is founder and chairman of Focus Media, China's largest Digital Media Group. Focus Media provides a broad portfolio of out- of-home media advertising platforms in China. In December 2003, Mr. Jiang was selected by China News Publishers Media magazine as one of the "Media People of the Year". In September 2003, Mr. Jiang was selected by the Television and Newspaper Committees of the China Advertising Commission as one of its "contemporary outstanding advertising media personalities.

Number of Signed VOD suppliers

As of the date of this report, 17 VOD (Video on Demand) system distributors have entered into contracts with the Company which brings to a total number of about 13,000 screens approximately. VOD providers are critical components for the Company’s success. They bundle the Company’s proprietary CRM software with its VOD system and also pursue advertising agreements with the entertainment clubs on behalf of the Company.

Number of Signed entertainment clubs

As of the date of this report, K's Media has signed over 300 entertainment clubs, representing about 13,000 screens in Beijing, Shanghai, Guangzhou, Shenzhen and other major cities cross China.

Result of Operations

Three Months ended ~~January~~July 31, 2009 Compared to Three Months ended ~~January~~July 31, ~~2008,~~ ~~and Three Months ended January 31, 2009 Compared to Nine Months ended January 31, 2009~~2008.

Operating Revenues. Operating revenues for the three months ended ~~January~~July 31 of 2009 and three ~~months~~ months ended ~~January~~July 31 of 2008 were $~~604~~1,~~840~~423,158 and nil respectively. The increase of the revenue was caused by the development of the Company’s advertising business. The Company started sales from September, 2008.

Operating Expenses. ~~revenues~~The ~~for~~Company's ~~the~~operating ~~three~~expenses ~~months~~totaled $2,708,131for the quarter ended ~~January~~July 31 of 2009, ~~and~~compared ~~nine~~to ~~months~~$359,751 ~~ended January~~for 31the same quarter of ~~2009~~2008. ~~were~~The ~~$604,840~~change was contributed to the payment made to the signed entertainment clubs for screen license fee as well as increased administrative and ~~$654,319~~selling ~~respectively~~expenses associated with selling and other activities.

~~The Company~~Loss ~~started sales~~ from ~~September 2008~~Operations. The Company ~~generated~~has recorded a loss of $~~604~~1,~~840~~769,621 ~~in revenue~~ for ~~this~~the quarter ~~compare~~ended toJuly ~~$49~~31 of 2009,~~479~~ incompared ~~revenue~~to a loss of $636,199 for the ~~last~~same quarter, anlast year. The ~~increase~~difference was caused by a substantial change in the Company's recent development of ~~about~~advertising 11business. ~~times~~Majority of the cost includes general overhead and signed up fee and license fee paid to entertainment clubs. All cost had been increased due to more entertainment clubs had been signed up and more employees had been hired for operation and selling.

~~Operating~~Net ~~Expenses~~Loss. The Company's had ~~operating~~a ~~expenses~~net ~~totaled~~loss of $1,~~080~~769,~~668~~546 for the quarter ended ~~January~~ July 31 of 2009, compared to a net loss of $47628,~~547~~409 for the same quarter oflast ~~2008~~year. The ~~change~~slightly difference ~~was~~between ~~contributed~~Loss tofrom ~~the~~Operations ~~payment~~and ~~made~~Net toLoss ~~the~~is ~~signed~~caused ~~entertainment~~by ~~clubs~~the ~~for~~interest ~~screen license~~income ~~fee as well as increased administrative~~ and ~~selling expenses associated~~ ~~with~~foreign ~~more~~exchange ~~activities~~gain.

The Company's operating expenses totalled $1,080,668 for the quarter ended January 31 of 2009, compared to $2,609,648 for the nine months ended January 31 of 2009.The changes was caused by the increased administrative and selling expenses associated with more activities.

Loss from Operations. The Company has recorded a loss of $1,227,935 for the quarter ended January 31 of 2009, compared to a loss of $47,547 for the same quarter last year. The difference was caused by a substantial change in the Company's recent development of advertising business. Majority of the cost includes general overhead and signed up fee and license fee paid to entertainment clubs. All cost had been increased due to more entertainment clubs had been signed up and more employees had been hired for operation and selling.

The Company has recorded a loss of $3,559,725 for the nine months ended January 31 of 2009. Majority of the cost includes general overhead and signed up fee and license fee paid to entertainment clubs.

Net Loss. The Company had a net loss of $1,216,906 for the quarter ended January 31 of 2009, compared to a net loss of $41,289 for the same quarter last year. The Company has recorded a net loss of $3,561,041 for the nine months ended January 31 of 2009. The slightly difference between Loss from Operations and Net Loss is caused by the interest income and foreign exchange gain.

Liquidity and Capital Resources

The Company has financed its operations by issuance of its common stocks and raised $5 million in July 2008 through a private placement.

Cash as of ~~January~~July 31 of 2009 and April 30, ~~2008~~2009 were $2446,~~037,786~~223 and $1,~~152~~102,~~852~~634.

Net cash ~~provided~~used by financing activities ~~were~~was $~~4,421,286, $1,379,405 and $~~5,~~878,910~~798 for the ~~nine~~three months ended ~~January~~July 31 of 2009,. ~~from~~Net ~~inception~~cash ~~(June~~provided ~~18,~~by ~~2007)~~financing ~~to January~~activities 31was ~~of 2008~~$4,~~and~~593,836 ~~from~~for ~~inception~~the ~~(June~~three months ~~18,~~ended ~~2007)~~July ~~to January~~ 31 of ~~2009 respectively~~2008. The Company's operating activities are primarily financed by issuance of stocks.

Net cash used in operating activities was $3643,~~515,688~~990 for the ~~nine~~three months ended ~~January~~July 31 of of 2009 as a result of expenditures for general administration fee, ~~entertainment~~ entertainment clubs' license fee, sales signed up commission and other professional fee. The net cash used in operating activities ~~from~~for ~~inception~~the ~~(June 18,~~three ~~2007)~~months toended ~~January~~July 31 of 2008 ~~and from inception (June 18, 2007) to January 31~~ ofwas ~~2009 were~~ $7887,~~014 and $3,830,225 respectively~~175.

Net cash used in investing activities, which mainly included purchase of fixed assets were $424,~~752~~932 for the ~~nine~~three months ended ~~January~~July 31 of 2009, $4911,~~545~~277 for the ~~periods~~ ~~ended January 31 of 2009 since inception (June 18, 2007) and nil for the~~ periods ended ~~January~~July 31 of 2008 ~~since inception (June 18, 2007)~~.

Off Balance Sheet Arrangements

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

Critical Accounting Policies

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. CONTROLS AND PROCEDURES

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

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

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None.

ITEM 1A- RISK FACTORS

There were no material changes to Risk Factors disclosed in the Form 10-K for the year ended April 30, 2008 filed on July 28, 2008.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS

(a) The following exhibits are included herein:

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended.

31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended.

32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 18 day of ~~March~~ September, 2009

	K's Media
	(the "Registrant")

	BY: Ke Wang
	Ke Wang Chairman

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