UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): April ~~February 18~~2, 2009

K'sS ~~Media~~MEDIA

(Exact Name of Registrant as Specified in its Charter)

Nevada

Nevada	000-52760	75-3263792
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

(State or Other Jurisdiction of Incorporation)

8/F GongJieDaSha, Ji 2, GongTi Road East Chao Yang District, Beijing, China	100027
(Address of Principal Executive Offices)	(Zip Code)

000-52760

(Commission File Number)

75-3263792

(I.R.S. Employer Identification No.)

8/F GongJieDaSha, Ji 2, GongTi Road East,

ChaoYang District, Beijing, China 100027

(Address of Principal Executive Offices) (Zip Code)

86-10-5921-2230

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~[_]~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[_]~~¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[_]~~¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 ~~CFR240~~ CFR 240.14d-2(b))

~~[_]~~¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 ~~CFR240~~ CFR 240.13e-4(c))

1Item 5.02 Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of CertainOfficers.

~~Item~~On April 2, 2009, the Board of 4Directors of K's Media (the "Company") adopted the K's Media 2009 Stock Incentive Plan (the "Incentive Plan").01 Stockholders ~~Changes~~of inthe ~~Registrant~~Company holding a majority of the Company's ~~Certifying~~voting ~~Accountant~~securities approved the Incentive Plan by written consent in lieu of a meeting on April 2, 2009.

OnThe purpose of the Incentive Plan is to ~~January~~continue ~~31,~~to ~~2009,~~further wethe ~~engaged~~growth ~~Goldman~~and ~~Parks~~development ~~Kurland~~of ~~Mohidin~~the ~~LLP~~Company ~~("Goldman"),~~by affording an ~~independent~~opportunity ~~registered~~for ~~firm~~stock ofownership ~~Certified~~to ~~Public~~selected ~~Accountants~~employees, asconsultants ~~our~~and ~~principal~~directors ~~independent~~of ~~accountant~~the ~~with~~Company and its affiliates who are responsible for the ~~approval~~conduct and management of ~~our~~its ~~company's~~business ~~board~~or ofwho ~~directors~~are involved in endeavors significant to its success. The Incentive Plan is also intended to (a) assist the ~~Accordingly~~Company in attracting new employees, weconsultants ~~dismissed~~and ~~Sherb~~directors &and ~~Co.~~retaining existing employees, ~~LLP~~consultants and directors, (~~"Sherb"~~b), asencourage ~~our~~growth ~~independent~~of the ~~registered~~Company ~~public~~through ~~accounting~~incentives ~~firm~~that are consistent with the Company's goals, (c) provide incentives for individual performance and (d) promote teamwork.

~~The~~Upon adoption of the Incentive Plan, ~~report~~the Board of ~~Sherb~~Directors onappointed its Compensation Committee to administer the Incentive ~~financial~~Plan. ~~statements~~Pursuant ofto this delegated authority, the ~~Company~~Compensation asCommittee has the full and exclusive right to grant and determine terms and conditions of all ~~April~~awards 30granted under the Incentive Plan and to prescribe, ~~2008~~amend and rescind rules and regulations for administration of the ~~year~~Incentive ~~then~~Plan. The Compensation ~~ended~~Committee ~~did~~may ~~not~~from ~~contain~~time anto ~~adverse~~time ~~opinion~~in orits ~~disclaimer~~discretion ofdetermine which ~~opinion~~of the eligible employees, ~~nor~~consultants ~~was~~and itdirectors ~~qualified~~of the Company or ~~modified~~its affiliates should receive awards, the type of awards to be granted, and, as applicable, the number of shares of common stock subject to ~~uncertainty~~the awards, ~~except~~the grant dates, the exercise or purchase price for anshares subject to the awards, ~~explanatory~~the ~~paragraph~~vesting ~~relating~~conditions and duration of the awards and the restrictions applicable to aeach ~~going~~grant ~~concern~~of ~~uncertainty,~~shares ~~audit~~of ~~scope,~~common orstock pursuant to the ~~accounting~~awards. Each ~~principles~~award will be evidenced by an award agreement.

~~During~~The ~~the~~Compensation ~~year~~Committee ~~ended~~may grant ~~April~~stock 30options, ~~2008~~stock ~~through~~appreciation ~~the~~rights, ~~date~~restricted ~~of its dismissal~~stock, ~~there~~bonus ~~were:~~stock ~~(i)~~or noother ~~disagreements~~stock-based ~~between~~awards under the ~~Company~~Incentive ~~and~~Plan. The ~~Sherb~~Board onof ~~any matter~~Directors ofhas ~~accounting~~reserved ~~principles~~a ortotal ~~practices,~~of ~~financial statement disclosure~~6, ~~or auditing scope or procedures~~000,000 ~~which~~shares ~~disagreements,~~of ~~if not resolved to~~ the ~~satisfaction~~ ofCompany's ~~Sherb,~~common ~~would~~stock ~~have~~for ~~caused~~issuance ~~Sherb to~~under ~~make reference to~~ the ~~subject~~Incentive ~~matter~~Plan. Shares of ~~the~~common ~~disagreements~~stock insubject to ~~their~~awards ~~reports~~granted onunder the ~~Company's~~Incentive ~~financial~~Plan ~~statements~~that ~~for~~are ~~such period~~cancelled, ~~and~~expire ~~(ii)~~or noare ~~reportable~~forfeited ~~events~~are ~~within~~available ~~the~~for ~~meaning~~re-grant ~~set~~under ~~forth~~the inIncentive ~~Item 304(a)(1)(v) of Regulation S-K~~Plan.

The Board of Directors may at any time ~~Company~~and ~~has~~from ~~requested~~time ~~that~~to ~~Sherb~~time ~~furnishs~~alter, amend, suspend or terminate the Incentive Plan or any part thereof as it ~~with~~may adeem ~~letter~~proper, ~~addressed~~except tothat no such action shall diminish or impair the rights under an award previously ~~Securities~~granted. Unless ~~and~~the ~~Exchange~~Company's ~~Commission~~stockholders ~~stating~~shall ~~whether~~have orgiven their approval, the Board of Directors may not itamend ~~agrees~~the ~~with~~Incentive Plan to (a) increase the maximum aggregate number of shares that may be issued under the ~~above~~Incentive ~~statements.~~Plan, A(b) ~~copy~~increase the maximum number of ~~such~~shares ~~letter~~that ~~will~~may be ~~filed~~issued under ~~shortly~~the ~~upon~~Incentive Plan through ISOs, (c) change the class of individuals ~~receipt~~eligible to receive awards under the Incentive Plan or (d) make any other change that would require stockholder approval under any applicable law.

~~Item~~As of the date of this Current Report ~~9.01.~~on ~~Financial~~Form ~~Statements~~8-K, ~~and~~no ~~Exhibits~~awards have been granted under the Incentive Plan.

~~N/A~~The description of the Incentive Plan set forth above is qualified in its entirety by reference to the full text of Incentive Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

~~SIGNATURES~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Pursuant~~Effective April 2, 2009, the Company's Board of Directors unanimously authorized an amendment to ~~the~~Section ~~requirements~~III of the Company's ~~Securities~~Bylaws ~~Exchange~~to ~~Act~~clarify that the Company's stockholders may take action in lieu of ~~1934,~~a asmeeting ~~amended,~~by a written consent signed by the ~~Registrant~~ ~~has~~holders ~~duly~~of ~~caused~~the ~~this~~voting ~~report~~power that towould be ~~signed~~required onto ~~its~~approve ~~behalf~~such byaction at a meeting, consistent with the ~~undersigned~~default ~~hereunto~~rule ~~duly~~under ~~authorized~~the Nevada Revised Statutes.

	K's Media
February 18, 2009	By:	/s/ Jake Wei
		Jake Wei
		Chief Financial Officer

The summary of the change to the Company's Bylaws set forth above is qualified in its entirety by reference to the full text of the First Amendment to the Bylaws of the Company, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

2 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Title

3.1 First Amendment to the Bylaws of K's Media

10.1 K's Media 2009 Incentive Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	K's Media

Date: April 2, 2009	By:	/s/ Jake Wei
		Jake Wei
		Chief Financial Officer

Filing Compare · K's Media