Changsheng International Group Ltd - Quarter Report: 2010 December (Form 10-Q)

mainbody.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended December 31, 2010

[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

	For the transition period from __________ to __________

	Commission File Number: 333-156254

Republik Media and Entertainment, Ltd.

(Exact name of registrant as specified in its charter)

Delaware	26-0884454
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

PO Box 778264, Henderson Nevada 89077

(Address of principal executive offices)

702-405-9927

(Registrant’s telephone number)

PO Box 778146, Henderson, Nevada 89077

(Former name, former address and former fiscal year, if changed since last report)

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 [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer

[ ] Non-accelerated filer

[ ] Accelerated filer

[X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,216,000 common shares as of January 12, 2011.

Table of Contents

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4T:	Controls and Procedures	7
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	9
Item 1A:	Risk Factors	9
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3:	Defaults Upon Senior Securities	9
Item 4:	Removed and Reserved	9
Item 5:	Other Information	9
Item 6:	Exhibits	9

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:
F-1	Balance Sheets as of December 31, 2010 (unaudited) and June 30, 2010 (derived from audited financials);
F-2	Statements of Operations for the three and six months ended December 31, 2010 and December 31, 2009, and for the period from September 10, 2007 (Inception) to December 31, 2010 (unaudited);
F-3	Statement of Stockholders’ Equity for period from September 10, 2007 (Inception) to December 31, 2010 (unaudited);
F-4	Statements of Cash Flows for the six months months ended December 31, 2010 and 2009, and for the period from September 10, 2007 (Inception) to December 31, 2010 (unaudited);
F-5	Notes to Financial Statements;

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended December 31, 2010 are not necessarily indicative of the results that can be expected for the full year.

Table of Contents

REPUBLIK MEDIA AND ENTERTAINMENT, LTD.

(A Development Stage Company)

Consolidated Balance Sheets

ASSETS	December 31, 2010		June 30, 2010
CURRENT ASSETS	(Unaudited)

Cash	$	2,051	$	497

Total Current Assets		2,051		497

TOTAL ASSETS	$	2,051	$	497

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	221,301	$	188,316
Accrued interest payable		2,054		1,752
Accrued interest payable - related party		9,082		7,134
Related party payables		66,691		63,091
Notes payable		10,000		10,000

Total Current Liabilities		309,128		270,293

TOTAL LIABILIITES		309,128		270,293

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock, $0.00001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding		-		-
Common stock, $0.00001 par value, 100,000,000 shares authorized, 5,216,000 shares issued and outstanding		52		52
Additional paid-in capital		19,696		19,696
Deficit accumulated during the development stage		(326,825)		(289,544)

Total Stockholders' Equity (Deficit)		(307,077)		(269,796)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	2,051	$	497

The accompanying notes are an integral part of these consolidated financial statements.

F-1

Table of Contents

REPUBLIK MEDIA AND ENTERTAINMENT, LTD.

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended December 31,						For the Six Months Ended December 31,					From Inception on September 10, 2007 Through December 31,
	2010			2009			2010			2009		2010

REVENUES	$			$			$	-		$	-	$	8,523

OPERATING EXPENSES

Advertising and promotion		-			75			-			132		53,241
Depreciation expense		-			61			-			122		732
Professional fees		5,451			35,515			32,986			60,845		219,907
Website expenses		634			594			1,190			1,187		8,803
Impairment of fixed assets		-			-			-			-		491
General and administrative		371			240			855			468		41,143

Total Operating Expenses		6,456			36,485			35,031			62,754		324,317

LOSS FROM OPERATIONS		(6,456	)		(36,485	)		(35,031	)		(62,754)		(315,794)

OTHER INCOME AND EXPENSE

Other income		-			-			-			-		104
Interest expense		(1,127	)		(1,065	)		(2,250	)		(2,130)		(11,135)

Total Other Expenses		(1,127	)		(1,065	)		(2,250	)		(2,130)		(11,031)

NET LOSS BEFORE TAXES		(7,583	)		(37,550	)		(37,281	)		(64,884)		(326,825)

Income taxes		-			-			-			-		-

NET LOSS	$	(7,583	)	$	(37,550	)	$	(37,281	)	$	(64,884)	$	(326,825)

BASIC LOSS PER COMMON SHARE	$	(0	)	$	(0	)	$	(0.01	)	$	(0.01)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		5,216,000			5,216,000			5,216,000			5,216,000

The accompanying notes are an integral part of these consolidated financial statements.

F-2

Table of Contents

REPUBLIK MEDIA AND ENTERTAINMENT, LTD.

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

	Common Stock				Additional Paid-In			Deficit Accumulated During the Development			Total Stockholders' Equity
	Shares		Amount		Capital			Stage			(Deficit)

Balance, at inception of the development stage, September 10, 2007		-		-	$	-		$	-		$	-

Common stock issued in accordance with share purchase agreement for MojoRepublik, LLC on September 10, 2007 at $0.00001		4,320,000		43		(7,175	)		-			(7,132)

Shares issued for cash on December 31, 2007 at $0.03 per share		896,000		9		26,871			-			26,880

Net loss from inception through June 30, 2008		-		-		-			(81,194	)		(81,194)

Balance, June 30, 2008		5,216,000		52		19,696			(81,194	)		(61,446)

Net loss for the year ended June 30, 2009		-		-		-			(104,186	)		(104,186)

Balance, June 30, 2009		5,216,000		52		19,696			(185,380	)		(165,632	)

Net loss for the year ended June 30, 2010		-		-		-			(104,164	)		(104,164	)

Balance, June 30, 2010		5,216,000		52		19,696			(289,544	)		(269,796	)

Net loss for the six months ended December 31, 2010 (unaudited)		-		-		-			(37,281	)		(37,281	)

Balance, December 31, 2010 (unaudited)		5,216,000		52	$	19,696		$	(326,825	)	$	(307,077	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Table of Contents

REPUBLIK MEDIA AND ENTERTAINMENT, LTD.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended December 31,						From Inception on September 10, 2007 Through December 31,
	2010			2009			2010
OPERATING ACTIVITIES

Net loss	$	(37,281	)	$	(64,884	)	$	(326,825	)
Adjustments to Reconcile Net Loss to Net
Cash Used by Operating Activities:
Acquisition of subsidiary with negative book value		-			-			(7,132	)
Depreciation expense		-			122			732
Impairment of fixed assets		-			-			491
Changes in operating assets and liabilities:
Accrued interest payable		2,175			2,131			11,061
Accounts receivable		-			-			-
Unearned revenue		-			-			-
Accounts payable and accrued expenses		33,060			60,767			221,376

Net Cash Used in Operating Activities		(2,046	)		(1,864	)		(100,297	)

INVESTING ACTIVITIES

Purchase of equipment		-			-			(1,223	)

Net Cash Used in Investing Activities		-			-			(1,223	)

FINANCING ACTIVITIES

Proceeds from related party payables		3,600			-			68,691
Repayments of related party payables		-			-			(2,000	)
Proceeds from notes payable		-			-			10,000
Proceeds from issuance of common stock		-			-			26,880

Net Cash Provided by Financing Activities		3,600			-			103,571

NET (DECREASE) INCREASE IN CASH		1,554			(1,864	)		2,051
CASH AT BEGINNING OF PERIOD		497			2,629			-

CASH AT END OF PERIOD	$	2,051		$	765		$	2,051

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:

Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Table of Contents

REPUBLIK MEDIA AND ENTERTAINMENT, LTD.

Notes to Consolidated Financial Statements

December 31, 2010 and June 30, 2010

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2010 and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2010 audited financial statements. The results of operations for the period ended December 31, 2010 is not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 4 – NOTES PAYABLE AND RELATED PARTY PAYABLES

The Company has $10,000 in notes payable outstanding for the financing of its operations as of December 31, 2010. The notes are unsecured and bear interest at six percent (6.0%) per annum. The notes are currently in default and are classified as current liabilities. During the six months ended December 31, 2010 the Company has recorded $302 in interest expense and has a balance of $2,054 in accrued interest associated with this note.

F-5

Table of Contents

REPUBLIK MEDIA AND ENTERTAINMENT, LTD.

Notes to Consolidated Financial Statements

December 31, 2010 and June 30, 2010

NOTE 4 – NOTES PAYABLE AND RELATED PARTY PAYABLES (CONTINUED)

Various expenses of the Company including advertising, promotional expenses, and general and administrative expenses as well as loans for operating purposes have been paid for or made by the officers of the Company. The related party payables total $66,691at December 31, 2010, bear interest at six percent (6.0%), are unsecured and due upon demand. During the six months ended December 31, 2010 the Company has recorded $1,948 in interest expense and has a balance of $9,082 in accrued interest associated with this note.

NOTE 5 – EQUITY ACTIVITY

The Company did not issue any common or preferred stock during the six months ended December 31, 2010.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with ASC 855 the Company’s management reviewed all material events through the date of this report and there are no material subsequent events to report.

F-6

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “August,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which August cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

We were incorporated as MojoRepublik, Inc. in the state of Delaware on September 10, 2007. On October 1, 2008, we changed our name to Republik Media and Entertainment, Ltd. (the “Company” or “Republik Media” or “Republik”). We do business through our two wholly-owned subsidiaries MojoRepublik LLC and LiveBrew.com LLC.

MojoRepublik LLC, our wholly owned subsidiary, was organized on June 14, 2007 in the State of Nevada. We develop and run our website, www.mojorepublik.com (the “Site” or the “Web Site”), through MojoRepublik LLC. We have designed our Site with the intention of appealing to individuals who follow the latest entertainment, lifestyle, fashion, and design trends. While it is our desire to continuously upgrade and update our Site, at this point in time we do not possess the financial resources necessary to perform any significant upgrading of the Site. Additionally, insufficient capital prevents us from providing continuous updates of the Site. We do possess the capacity, however, to update the Site very sporadically, and do so with pictures of concert and club goers. In the event we are able to obtain additional financial resources, we plan to continue to provide both design and content on our Site that will attract such individuals as viewers and customers.

LiveBrew.com LLC (“Live Brew”), our wholly owned subsidiary, was organized on May 23, 2008 in the State of Nevada. Live Brew was created to operate event production and promotion activities. Due to a lack of capital, we do not currently possess the resources to stage and promote events. In the event we are able to obtain additional financial resources, we plan to reengage in event production and promotion activities.

Table of Contents

Results of Operations for the three and six months ended December 31, 2010 and December 31, 2009 and Period from September 10, 2007 (date of inception) until December 31, 2010

We generated no gross revenue for the three and six months ended December 31, 2010 and December 31, 2009. For the period from September 10, 2007 (Date of Inception) until December 31, 2010, we generated gross revenue of $8,523.

Our Operating Expenses during the three month period ended December 31, 2010 equalled $6,456, consisting primarily of $5,451 in professional fees, compared with $36,485, consisting primarily of $35,515 in professional fees, for the three month period ended December 31, 2009. We had $0 of other income and interest expense of $1,127 for the three month period ended December 31, 2010 and other income of $0 and interest expense of $1,065 for the three month period ended December 31, 2009. We therefore, recorded a net loss of $7,583 for the three months ended December 31, 2010 and $37,550 for the three months ended December 31 2009.

Our Operating Expenses during the six month period ended December 31, 2010 equalled $35,031, consisting primarily of $32,986 in professional fees, compared with $62,754, consisting primarily of $60,845 in professional fees, for the six month period ended December 31, 2009. We had $0 of other income and interest expense of $2,250 for the six month period ended December 31, 2010 and other income of $0 and interest expense of $2,130 for the six month period ended December 31, 2009. We therefore, recorded a net loss of $37,281 for the six months ended December 31, 2010 and $64,884 for the six months ended December 31 2009.

Our Operating Expenses during the period from September 10, 2007 (Date of Inception) until December 31, 2010 equalled $324,317, consisting of $53,241 in advertising and promotion costs, $219,907 in professional fees, $8,803 in website expenses, and $41,143 in general and administrative expenses. We had other income of $104 and interest expense of $11,135 for the period. We therefore, recorded a net loss of $326,825 for the period from September 10, 2007 (Date of Inception) until December 31, 2010.

Liquidity and Capital Resources

As of December 31, 2010, we had total current assets of $2,051, all in Cash. Our total current liabilities as of December 31, 2010 were $309,128, consisting primarily of $221,301 in Accounts Payable and Accrued Expenses and $66,691 in Related Party Payables. Thus, we have a working capital deficit of $307,077 as of December 31, 2010.

Operating activities used $2,046, $1,864 and $100,297 in cash for the six months ended December 31, 2010, six months ended December 31, 2009 and for the period from September 10, 2007 (Date of Inception) until December 31, 2010, respectively.

Our net loss of $37,281, $64,884 and $326,825 for the six months ended December 31, 2010, six months ended December 31, 2009 and for the period from September 10, 2007 (Date of Inception) until December 31, 2010, respectively, offset by Accounts Payable and Accrued Expenses of $33,060, $60,767 and $221,376 for the six months ended December 31, 2010, six months ended December 31, 2009 and for the period from September 10, 2007 (Date of Inception) until December 31, 2010, respectively, were the primary components of our negative operating cash flow for the six months ended December 31, 2010 and 2009 and for the period from September 10, 2007 (Date of Inception) until December 31, 2010, respectively.

Table of Contents

Financing Activities generated $3,600 in cash for the six months ended December 31, 2010, and $0 in cash for the six months ended December 31, 2009 consisting entirely of proceeds from related party payables. Financing activities generated $103,571 in cash during the period from September 10, 2007 (Date of Inception) until December 31, 2010, due to proceeds of $68,691 from related party payables, offset by a repayment of $2,000, $10,000 from notes payable, and $26,880 from common stock issued.

As of December 31, 2010, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan during the next 12 months and beyond is contingent upon us obtaining additional financing. We hope to obtain business capital through the use of private equity fundraising or shareholders loans. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Going Concern

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Our auditors have indicated that our ability to continue as a going concern is dependent on our obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations.

In order to continue as a going concern, we will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet our minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that will be successful in accomplishing any of our plans.

Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Off Balance Sheet Arrangements

As of December 31, 2010, there were no off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Table of Contents

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of December 31, 2010, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), who concluded, that because of the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2010.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

•

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

•

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Table of Contents

Mr. David Woo, our Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2010 as the result of a material weakness. The material weakness results from significant deficiencies in internal control that collectively constitute a material weakness.

A significant deficiency is a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting. The Company had the following significant deficiencies at December 31, 2010:

•	The company is effectively insolvent, and only has one employee to oversee bank reconciliations, posting payables, and so forth, so there are no checks and balances on internal controls.

Remediation of Material Weakness

We are unable to remedy our internal controls until we are able to locate another business opportunity, or receive financing to hire additional employees. At this time, we are effectively not a going concern.

Limitations on the Effectiveness of Internal Controls

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. [Removed and Reserved]

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Table of Contents

SIGNATURES

In accordance with the requirements 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.

Republik Media and Entertainment, Ltd.

Date: January 31, 2011

By: /s/ David Woo

David Woo

Title: Chief Executive Officer and Director