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

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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 March 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 778146, Henderson, Nevada 89077
(Address of principal executive offices)

702-405-9927
(Registrant's telephone number)
 
______________________________________________________
(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 (§232.405 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 [X] No

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 Accelerated filer
[ ] Non-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 March 31, 2010.
 

 
TABLE OF CONTENTS
 
 
Page
 
PART I – FINANCIAL INFORMATION
 
3
4
7
7
 
PART II – OTHER INFORMATION
 
9
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9
9
9
9
 

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

Our financial statements included in this Form 10-Q are as follows:
 


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 March 31, 2010 are not necessarily indicative of the results that can be expected for the full year.
 
 
3

REPUBLIK MEDIA AND ENTERTAINMENT, LTD.
(A Development Stage Company)
Consolidated Balance Sheets
 
ASSETS
 
 
 
 
March 31,
2010
 
June 30,
2009
 
(Unaudited)
   
CURRENT ASSETS
     
       
Cash
$ 1,612   $ 2,629
           
Total Current Assets
  1,612     2,629
           
EQUIPMENT, net
  552     735
           
TOTAL ASSETS
$ 2,164   $ 3,364
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
           
CURRENT LIABILITIES
         
           
Accounts payable and accrued expenses
$ 169,273   $ 93,306
Accrued interest payable
  1,602     852
Accrued interest payable - related party
  6,206     3,747
Related party payables
  63,091     61,091
Notes payable
  10,000     10,000
           
Total Current Liabilities
  250,172     168,996
           
TOTAL LIABILIITES
  250,172     168,996
           
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
  (267,756)     (185,380)
           
Total Stockholders' Equity (Deficit)
  (248,008)     (165,632)
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$ 2,164   $ 3,364
 
The accompanying notes are an integral part of these consolidated financial statements.
REPUBLIK MEDIA AND ENTERTAINMENT, LTD.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
 
 
For the Three Months Ended
March 31,
 
For the Nine Months Ended
March 31,
 
From Inception
on September 10,
2007 Through
March 31,
 
2010
 
2009
 
2010
 
2009
 
2010
     
 
     
 
   
 
 
     
 
     
 
REVENUES
$ -   $ 2,460   $ -   $ 5,320   $ 8,523
                             
OPERATING EXPENSES
                           
                             
Advertising and promotion
  43     1,230     175     1,627     53,169
Depreciation expense
  61     61     183     123     671
Professional fees
  15,120     1,781     76,045     45,008     167,878
Website expenses
  588     556     1,775     2,242     7,019
General and administrative
  522     1,068     990     11,862     39,839
                             
Total Operating Expenses
  16,334     4,696     79,168     60,862     268,576
                             
LOSS FROM OPERATIONS
  (16,334)     (2,236)     (79,168)     (55,542)     (260,053)
                             
OTHER INCOME AND EXPENSE
                           
                             
Other income
  -     60     -     35     104
Interest expense
  (1,078)     1     (3,208)     (1,023)     (7,807)
                             
Total Other Expenses
  (1,078)     61     (3,208)     (988)     (7,703)
                             
NET LOSS BEFORE TAXES
  (17,412)     (2,175)     (82,376)     (56,530)     (267,756)
                             
Income taxes
  -     -     -     -     -
                             
NET LOSS
$ (17,412)   $ (2,175)   $ (82,376)   $ (56,530)   $ (267,756)
                             
BASIC LOSS PER COMMON SHARE
$ (0.00)   $ (0.00)   $ (0.02)   $ (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.
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 nine months
                           
   ended March 31, 2010 (unaudited)
  -     -     -     (82,376)     (82,376)
                             
Balance, March 31, 2010 (unaudited)
  5,216,000   $ 52   $ 19,696   $ (267,756)   $ (248,008)

The accompanying notes are an integral part of these consolidated financial statements.
REPUBLIK MEDIA AND ENTERTAINMENT, LTD.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
 
 
For the Nine Months Ended
March 31,
 
From Inception
on September 10,
2007 Through
March 31,
 
2010
 
2009
 
2010
     
 
   
OPERATING ACTIVITIES
         
           
Net loss
$ (82,376)   $ (56,530)   $ (267,756)
Adjustments to Reconcile Net Loss to Net
               
Cash Used by Operating Activities:
               
Acquisition of subsitiary with negative book value
  -           (7,132)
Depreciation expense
  183     184     671
Changes in operating assets and liabilities:
               
Accrued interest payable
  3,209     -     7,808
Accounts receivable
  -     (2,346)     -
Accounts payable and accrued expenses
  75,967     26,471     169,273
                 
Net Cash Used in Operating Activities
  (3,017)     (32,221)     (97,136)
                 
INVESTING ACTIVITIES
               
                 
Purchase of machinery and equipment
  -     -     (1,223)
                 
Net Cash Used in Investing Activities
  -     -     (1,223)
                 
FINANCING ACTIVITIES
               
                 
Proceeds from related party payables
  2,000     30,628     65,091
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
  2,000     30,628     99,971
                 
NET (DECREASE) INCREASE IN CASH
  (1,017)     (1,593)     1,612
                 
CASH AT BEGINNING OF PERIOD
  2,629     4,775     -
                 
CASH AT END OF PERIOD
$ 1,612   $ 3,182   $ 1,612
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
                 
CASH PAID FOR:
               
                 
Interest
$ -   $ -   $ -
Income Taxes
$ -   $ -   $ -
 
The accompanying notes are an integral part of these consolidated financial statements.
REPUBLIK MEDIA AND ENTERTAINMENT, LTD.
Notes to Consolidated Financial Statements
March 31, 2010 and June 30, 2009
 
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 March 31, 2009, 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, 2009 audited financial statements.  The results of operations for the period ended March 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.

REPUBLIK MEDIA AND ENTERTAINMENT, LTD.
Notes to Consolidated Financial Statements
March 31, 2010 and June 30, 2009

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 March 31, 2010. The notes are unsecured, bear interest at six percent (6.0%) per annum and are due in two years from the date of the promissory note.

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 $63,091at March 31, 2009, bear interest at six percent (6.0%), are unsecured and due upon demand.

NOTE 5 – EQUITY ACTIVITY

The Company did not issue any common or preferred stock during the nine months ended March 31, 2009.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and there are no material subsequent events to report.
 
 
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,” “may,” “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 may 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.

Company 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 time we do not possess the financial resources necessary to perform any significant and regular upgrading of the Site.  In the event we are able to obtain additional funding, we plan to renew providing regularly updated 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 funding, we plan to reengage in event production and promotion activities.

Results of Operations for the three month periods ended March 31, 2010 and 2009, for the nine month periods ended March 31, 2010 and 2009, and for the period from September 10, 2007 (date of inception) through March 31, 2010.

For the three months ended March 31, 2010 and 2009, we generated gross revenue of $0 and $2,460, respectively. Our Operating Expenses during the three month period ended March 31, 2010 equalled $16,334, consisting of $43 in Advertising and Promotion costs, $61 in Depreciation expense, $15,120 in Professional fees, $558 in Website expenses, and $522 in General and Administrative Expenses. We had no other income and Interest expense of $1,078 for the period. We therefore, recorded a net loss of $17,412 for the three months ended March 31, 2010. Our Operating Expenses during the three month period ended March 31, 2009 equalled $4,696, consisting of $1,230 in Advertising and Promotion costs, $61 in Depreciation expense, $1,781 in Professional fees, $556 in Website expenses, and $1,068 in General and Administrative Expenses. We had other income of $60 and generated Interest expense of $1 for the period. We therefore, recorded a net loss of $2,175 for the three months ended March 31, 2009.

For the nine months ended March 31, 2010 and 2009, we generated gross revenue of $0 and $5,320, respectively. Our Operating Expenses during the nine month period ended March 31, 2010 equalled $79,168, consisting of $175 in Advertising and Promotion costs, $183 in Depreciation expense, $76,045 in Professional fees, $1,775 in Website expenses, and $990 in General and Administrative Expenses. We had other income of $0 and Interest expense of $3,208 for the period. We therefore, recorded a net loss of $82,376 for the nine months ended March 31, 2010.  Our Operating Expenses during the nine month period ended March 31, 2009 equalled $60,862, consisting of $1,627 in Advertising and Promotion costs, $123 in Depreciation expense, $45,008 in Professional fees, $2,242 in Website expenses, and $11,862 in General and Administrative Expenses. We had other income of $35 and Interest expense of $1,023 for the period. We therefore, recorded a net loss of $56,530 for the nine months ended March 31, 2009.

For the period from September 10, 2007 (Date of Inception) until March 31, 2010, we generated gross revenue of $8,523. Our Operating Expenses during the period from September 10, 2007 (Date of Inception) until March 31, 2010 equalled $268,576, consisting of $53,169 in Advertising and Promotion costs, $671 in Depreciation expense, $167,878 in Professional fees, $7,019 in Website expenses, and $39,839 in General and Administrative Expenses. We had other income of $104 and Interest expense of $7,807 for the period. We therefore, recorded a net loss of $267,756 for the period from September 10, 2007 (Date of Inception) until March 31, 2010.
 

Liquidity and Capital Resources

As of March 31, 2010, we had total current assets of $1,612, all in Cash and total assets of $2,164. Our total current liabilities as of March 31, 2010 were $250,172, consisting primarily of $169,273 in Accounts Payable and Accrued Expenses and $63,091 in Related Party Payables.  Thus, we have a working capital deficit of $248,560 as of March 31, 2010.

Operating activities used $3,017 and $32,221 in cash for the nine months ended March 31, 2010 and March 31, 2009 and $97,136 for the period from September 10, 2007 (Date of Inception) until March 31, 2010. Our net loss of $82,736 offset by Accounts Payable and Accrued Expenses of $75,967 were the primary components of our negative operating cash flow for the nine months ended March 31, 2010. Our net loss of $56,530 offset by Accounts Payable and Accrued Expenses of $26,471 were the primary components of our negative operating cash flow for the nine months ended March 31, 2010.  Our net loss of $267,756, offset by Accounts Payable and Accrued Expenses of $169,273, were the primary components of our negative operating cash flow for the period from September 10, 2007 (Date of Inception) until March 31, 2010.

Investing Activities used $1,223 in cash during the period from September 10, 2007 (Date of Inception) until March 31, 2010, as a result of the purchase of machinery and equipment. Investing activities did not use or generate cash for the nine months ended March 31, 2010 or March 31, 2009.

Financing Activities generated $2,000 and $30,628 in cash for the nine months ended March 31, 2010 and 2009, respectively, consisting entirely of proceeds from related party payables. Financing activities generated $99,971 in cash during the period from September 10, 2007 (Date of Inception) until March 31, 2010, due to proceeds of $65,091 from related party payables, $10,000 from notes payable and $26,880 from common stock issued less $2,000 for repayment of related party payables.

As of March 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.

Off Balance Sheet Arrangements

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

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.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

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

Item 4T.     Controls and Procedures

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. 

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 March 31, 2010as 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 March 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.
 

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 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

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended March 31, 2010.

Item 5.     Other Information

Item 6.      Exhibits

Exhibit Number
Description of Exhibit

 
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:
May 17, 2010
   
 
By:       /s/ David Woo                                                                
             David Woo
Title:    Chief Executive Officer and Director