BEIJING, June 17, 2011 /PRNewswire-Asia/ -- China Century Dragon Media, Inc. (NYSE Amex: CDM) (the "Company") today announced that, following a hearing before a Listing Qualifications Panel (the "Panel") of the Committee on Securities of the NYSE Amex LLC (the "Exchange") on June 10, 2011, the Panel has denied the Company's request for continued listing and, consequently, the Exchange will suspend the Company's listing effective with the open of business on Friday, June 17, 2011. The Company intends to appeal the Panel's determination to the Exchange's full Committee on Securities; however, the Company's stock will remain suspended on the Exchange pending the appeal. In the event the Company's appeal is not successful, the Company's securities would be delisted from the Exchange. There can be no assurance that the Company's appeal will be successful.
Upon suspension from the Exchange, the Company's common stock will be eligible to trade in the "grey market" where securities that are not listed, traded or quoted on any U.S. stock exchange, the OTC Bulletin Board or OTC Link are found. Grey market trades are reported by broker-dealers to their Self Regulatory Organization ("SRO") and the SRO distributes the trade data to market data vendors and financial websites, such as Yahoo!® Finance, so investors can track price and volume. The Company's stock is not immediately eligible for trading on the over-the-counter (OTC) market due to the fact that trading in the Company's stock was previously halted on the Exchange.
The Company remains committed to executing on the compliance plan it presented to the Exchange. The Special Investigation Committee, with the support and cooperation of the Company and the assistance of its independent legal counsel and forensic accounting advisors, is focused on completing the investigation and subsequent audit process so that any concerns about the Company raised in connection with the resignation of the Company's former audit firm, MaloneBailey LLP, can be refuted or otherwise properly addressed and the Company can provide accurate and complete financial information to its shareholders and the investing public as soon as possible.
BEIJING, April 9, 2011 /PRNewswire-Asia/ China Century Dragon Media, Inc. today announced that on April 5, 2011, it received, as expected, a notice of noncompliance from the NYSE Amex LLC (the "Exchange") due to the delay in filing the Company's Annual Report on Form 10-K for the year ended December 31, 2010 (the "Annual Report"). Sections 134 and 1101 of the Exchange Company Guide (the "Company Guide") require the timely filing of such report with the Securities and Exchange Commission. The staff of the Exchange cites the Company's failure to file its Annual Report within the extended due date, that due to the fact that the Company's auditor withdrew its most recent audit opinion, a new independent auditor will need to complete a full audit of the Company's financial statements, and the Company's inability to estimate when it will be able to file the Annual Report in its determination that the Company has failed to comply with certain additional continued listing standards of the Exchange. Given the nature of these deficiencies and the fact that the Company is already in delisting proceedings, the Exchange determined that it is inappropriate to offer the Company a plan period under Section 1009 of the Company Guide to rectify these issues. The Company will instead have the opportunity to address these issues, as well as all of the other continued listing deficiencies, at its scheduled hearing.
As previously reported, on March 23, 2011, the Company received a delisting notification from the Exchange due to the Company's noncompliance with Sections 1003(f)(iii), 132(e), 1003(d), 1002(e) and 127 of the Company Guide. As a result, the Company was subject to immediate delisting unless it requested an appeal of the Staff's delisting determination. In response, the Company timely appealed the Staff's determination for a hearing before a Listing Qualifications Panel. The notice of noncompliance has no immediate effect on the listing of the Company's common stock on the Exchange.
The Company also announced today it has engaged the law firm of McKenna Long & Aldridge LLP ("McKenna") to serve as its independent counsel in connection with its investigation into the allegations contained in the resignation letter of its former auditor, MaloneBailey LLP ("MaloneBailey"), and the investigation initiated by the U.S. Securities and Exchange Commission ("SEC"). As previously announced on March 28, 2011, the Company's Board of Directors formed a Special Investigation Committee consisting of the independent members of the Board of Directors to launch an investigation with respect to the concerns raised by MaloneBailey and the SEC investigation.
On March 23, 2011, China Century Media Dragon, Inc. received notification from NYSE Amex LLC of its intention to strike the common stock of the Company, from Amex by filing a delisting application with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Section 1009(d) of the NYSE Amex LLC Company Guide based on a determination that it is necessary and appropriate for the protection of investors to initiate immediate delisting proceedings.
1. The Company is subject to delisting pursuant to Section 1003(f)(iii) of the Company Guide in that the Company or its management has engaged in operations, which, in the opinion of the Exchange, are contrary to the public interest. In this regard, the staff of Amex believes that the actions (including, but not limited to inaction) of the Company and/or its management and/or its agents raise significant public interest concerns. Specifically, MaloneBailey repeatedly raised concerns to the Company's board of directors and management that its accounting records may have been falsified constituting an illegal act. The Company failed to adequately address the concerns raised by MaloneBailey, thereby leading to MaloneBailey's resignation as the Company's independent auditor and the withdrawal of MaloneBailey's audit opinions, as well as a presumption that the concerns raised are true. Moreover, the SEC (in declaring the Company's registration statement to be effective) , the Exchange (in approving the Company for listing) and market participants (in making investment and trading decisions) reasonably relied on the audit opinions in determining that the Company's financial statement subject to such opinions were accurate, complete and in accordance with generally accepted accounting principles and standards. Thus, the Company's actions and inactions which led to MaloneBailey's resignation and withdrawal of its audit opinions have cast material doubt on the integrity of its financial statements as reasonably relied on for such purposes.
2. The Company is noncompliant with Section 132(e) of the Company Guide, which provides that a listed company is subject to delisting if any communication (including but not limited to a communication made in connection with an initial listing application) contains a material misstatement or omits material information necessary to make the communication to the Exchange not misleading. In this regard, the Exchange relied on the Company's registration statement filed with the SEC on February 4, 2011, and the fact that the financial statements contained therein were audited by MaloneBailey, in determining that the Company qualified for initial listing on the Exchange. As a consequence of the withdrawal of MaloneBailey's opinions, the integrity of the financial statements on which the Exchange relied in making its initial listing determination has been called into question, raising a concern as to whether the Company was at that time qualified for listing, as well as the effectiveness of its registration under Section 12(b) of the Exchange Act. The fact that MaloneBailey withdrew its audit opinion included in the registration statement, and that its opinion may not now be relied upon constitutes a material misstatement and a violation of Section 132(e) of the Company Guide. In this regard, the Company's failure to adequately address the matters raised by MaloneBailey to avoid its resignation and withdrawal of its audit opinions raises concerns that the Company's financial statements (which constitute communications provided in connection with its initial listing application and which have been relied on by the Exchange in connection with its ongoing assessment of the Company's continued listing eligibility) contain one or more material misstatements and/or omit material necessary to make the financial statements not misleading.
Update:
Shares to be registered under a proposed initial public offering have been reduced to 1,000,000 from 2,500,000.
Offering is being underwritten by WestPark Capital, Inc. and Joseph Gunnar & Co., LLC
Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of June 30, 2010 due our accounting staff’s inability to speak or read English. In an effort to strengthen our disclosure controls and procedures, we hired a new Chief Financial Officer on July 28, 2010 who can speak and read English fluently. In addition, our Chief Executive Officer, Chief Financial Officer and other members of our accounting staff hold meetings at least monthly to discuss Company business, operating results and other business transactions to ensure that we are able to disclose accurate information in a timely basis with the SEC. All key transactions and developments of our Company are approved by our Chief Executive Officer and information regarding such actions are shared among our entire management team, including our Chief Financial Officer, which allows our management team to evaluate the need to disclose these actions and information publicly in a timely manner. Additionally, the Company has purchased access to a professional accounting website, which explains SEC reporting rules and regulations and provides examples and guidance on how to provide adequate disclosure. The costs of these actions are immaterial to our results of operations and mainly relate to the cost of hiring our new Chief Financial Officer. Although we have taken such actions to improve our disclosure controls and procedures, we cannot assure you that we will be able to conclude in the future that our disclosure controls and procedures are effective.
China Century Dragon Media plans to issue 2,500,000 shares to complete the going public process that began with its recent reverse merger transaction.
SRKP 25, Inc., a Delaware corporation, entered into a Share Exchange Agreement effective March 31, 2010 with CD Media Co., Limited, a company organized in the British Virgin Islands, Huizhou CD Media Co., Ltd., a company organized in the People’s Republic of China.
Post Merger Share Calculation:
GeoTeam® best effort calculation of total post reverse merger outstanding shares assuming full conversions: 25,000,000 or 7,249,999 adjusted for a 1-for-3.4482759 reverse stock split.
This share count may be off. The deal has not been completed and we awaiting more details.