UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10 Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2008

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b - 2 of the Exchange Act)   Yes No 

Commission File Number 000-52760

K's Media

(Name of small business issuer in its charter)

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

10/F Building A, G.T. International Tower,

ChaoYang District, Beijing, China, 100020  

(Address of principal executive offices, including zip code.)

86-10-5921-2230 

(Registrant's Telephone Number)

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

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 [   ]

As of December 15, 2008, the Company has33,416,167 shares of common stock issued and 22,916,167 outstanding.

1

K's Media

Form 10-Q for the period ended October 31, 2008

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION		2
ITEM 1 - FINANCIAL STATEMENTS (Unaudited)		3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Consolidated Statement of Stockholders' Equity (Deficiency)	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		18
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		22
ITEM 4  - CONTROLS AND PROCEDURES		22
ITEM 4A - INTERNAL CONTROL OVER FINANCIAL REPORTING		22
PART II - OTHER INFORMATION		23
ITEM 1 - LEGAL PROCEEDINGS		23
ITEM 1A - RISK FACTORS		23
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		23
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES		23
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		23
ITEM 5 - OTHER INFORMATION		23
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K		23
SIGNATURES		24

2 

PART I. - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS (Unaudited)

K's Media
(Previously known as Kinglake Resources Inc.)
(A Development Stage Company)
Consolidated Balance Sheets
October 31, 2008 and April 30, 2008
		October 31,		April 30,
(Expressed in U.S. Dollars)		2008		2008
		(Unaudited)
ASSETS
Current assets
Cash	$	3,152,069	$	1,152,852
Accounts receivable		49,722		-
Prepaid expenses and other receivable		897,819		308,296
Total current assets		4,099,610		1,461,148
Equipment		51,134		15,019
Total assets	$	4,150,744	$	1,476,167
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	$	81,988	$	98,226
Amount due to related parties		15,534		242,423
Total liabilities		97,522		340,649
STOCKHOLDERS' EQUITY
Stockholders' Equity
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 21,137,000 outstanding , respectively		334		317
Additional paid-in capital		6,742,845		1,507,776
Accumulated other comprehensive loss		43,311		16,558
Deficit		(2,733,268)		(389,133)
Total stockholders' equity		4,053,222		1,135,518
Total liabilities and stockholders' equity	$	4,150,744	$	1,476,167
(The accompanying notes are an integral part of these consolidated financial statements)

3

K's Media
(Previously known as Kinglake Resources Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
								Period from		Period from
		Three months		Three months		Six months		inception		inception
		ended		ended		ended		(June 18, 2007) to		(June 18, 2007) to
(Expressed in U.S. Dollars)		October 31, 2008		October 31, 2007		October 31, 2008		October 31, 2007		October 31, 2008
Revenues
Sales	$	49,479	$	-	$	49,479	$	-	$	49,479
Cost of good sold		(575,841)		-		(852,289)		-		(895,066)
Gross profit (loss)		(526,362)		-		(802,810)		-		(845,587)
Expenses
Accounting and audit fees		10,531		-		14,228		-		71,321
Administrative and general		143,696		1		250,807		1		308,821
Consulting fees		75,121		-		163,399		-		268,072
Legal and professional fees		992		-		4,535		-		43,706
Salaries and benefits		841,038		-		908,652		-		966,750
Travel & promotion		98,798		-		189,602		-		199,202
Foreign exchange loss		26,527		-		25,231		-		54,008
Total operating costs and expenses		1,196,703		1		1,556,454		1		1,911,880
Loss from operations		(1,723,065)		(1)	-	(2,359,264)		(1)		(2,757,467)
Interest income		7,339		2,867		15,129		2,867		24,199
Net Loss	$	(1,715,726)	$	2,866	$	(2,344,135)	$	2,866	$	(2,733,268)
Net loss per share
Basic and diluted	$	(0.08)	$	0.00		(0.11)		0.00	$	(0.13)
Number of common shares used to
compute loss per share
Basic and diluted		22,833,015		13,000,000		22,120,877		13,000,000		21,474,392
(The accompanying notes are an integral part of these consolidated financial statements)

 4

K's Media
(Previously known as Kinglake Resources Inc.)
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficiency)
For the period from Inception (June 18, 2007) to October 31, 2008
(Unaudited)
									Accumulated
									other		Total
	Common Stock				Additional				comprehensive		Stockholders'
(Expressed in U.S. Dollars)	Shares		Amount		paid-in capital		Deficit		income		Equity
Balance, Inception (June 18, 2007)	13,000,000	$	130	$	1,287,120	$	-	$	-	$	1,287,250
Issuance of 2,000,000 shares for finder's fee											-
to acquire Orient Come Holdings Limited	2,000,000		20		(20)						-
Issuance of common stock for the acuqisition
of K's Media Advertising	10,500,000		105		(105)						-
Issuance of common stock pursuant to
Consultancy Services Agreement	50,000		1		274,499						274,500
Recapitalization upon reverse acquisition of											-
Orient Come Holdings Limited	6,087,000		61		(53,718)						(53,657)
Foreign translation adjustment									16,558		16,558
Net loss for the period							(389,133)				(389,133)
Comprehensive loss											(372,575)
Balance, April 30, 2008	31,637,000	$	317	$	1,507,776	$	(389,133)	$	16,558	$	1,135,518
Common stock issued on private placement
in July 2008 (at $3 per share)	1,666,667		16		4,593,820						4,593,836
Issuance of warrants on private placement
in July 2008											-
Issuance of common shares as employee benefits	112,500		1		641,249						641,250
Foreign translation adjustment									26,753		26,753
Net loss for six months ended October 31, 2008							(2,344,135)				(2,344,135)
Comprehensive loss											(2,317,382)
Balance, October 31, 2008	33,416,167	$	334	$	6,742,845	$	(2,733,268)	$	43,311	$	4,053,222
(The accompanying notes are an integral part of these consolidated financial statements)

5

K's Media
(Previously known as Kinglake Resources Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
				Period from		Period from
		Six months		inception		inception
		ended		(June 18, 2007) to		(June 18, 2007) to
(Expressed in U.S. Dollars)		October 31, 2008		October 31, 2007		October 31, 2008
Cash flows provided by (used in) operating activities
Net Income (loss)	$	(2,344,135)	$	2,866	$	(2,733,268)
Depreciation expense		2,525		-		2,579
Non-cash consulting fees		137,226		-		194,414
Non-cash employee benefits		641,250		-		641,250
Changes in operating assets and liabilities:
Accounts receivable		(49,722)		-		(49,722)
Prepaid expenses and other receivable		(726,749)		-		(782,588)
Accounts payable and accrued liabilities		(16,238)		-		582
Amount due to related parties		(226,889)		-		(170,516)
Net cash used in operating activities		(2,582,732)		2,866		(2,897,269)
Cash flows provided by (used in) investing activities
Purchasing fixed assets		(38,141)		-		(53,214)
Cash transferred in from recapitalization		-		-		8,280
Net cash used in investing activities		(38,141)		-		(44,934)
Cash flows provided by (used in) financing activities
Issuance of common stock and warrants		4,593,836		1,287,250		5,881,086
Loans from related parties		-		-		170,374
Net cash provided by financing activities		4,593,836		1,287,250		6,051,460
Effect of foreign exchange rate		26,254		2,967		42,812
Increase in cash		1,999,217		1,293,083		3,152,069
Cash, beginning of period		1,152,852		-		-
Cash, end of period	$	3,152,069	$	1,293,083	$	3,152,069
Supplemental disclosure of cash flow information:
Interest paid	$	-	$	-	$	-
Income tax paid	$	-	$	-	$	-
Non-cash Investing and Financing Activities:
Common stock issued for recapitalization	$	-	$	-	$	130
Common stock issued for acquisition of K's Media Advertising	$	-	$	-	$	105
Common stock issued for finder's fees	$	-	$	-	$	20
Common stock issued for employee benefits	$	641,250	$	-	$	641,250
(The accompanying notes are an integral part of these consolidated financial statements)

6

K'S MEDIA

(Previously known as Kinglake Resources Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2008

1. Nature of Operations and Going Concern

Nature of Operations

Kinglake Resources Inc. (the "Company") was incorporated in the State of Nevada on April 14, 2006 and engaged in the business of conducting research in the form of exploration of mineral property. In April 2006, the Company acquired a mining claim located in the Province of British Columbia. In September 2007, the Company wrote down the property to $nil according to the recommendation of the Company's geologist as the property had minimal value for mining. The mining claim expired April 18, 2007.

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 ("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 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.

7

As a result of the Share Exchange Agreement, the Company is involved in theadvertising business that targets at high end consumers in China by placing premium brand advertising in "enterainment" clubs on behalf of top-tier consumer products clients. enterainment 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 is considered a reverse acquisition with Orient Come effectively assuming 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 Come commenced operations on June 18, 2007. The financial statements presented are from June 18, 2007 (inception) through April 30, 2008 (the “2008 period”).

On March 11, 2008, the Company changed its name to 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 Escrow Shares will be deposited or held in an escrow account with an escrow agent. 7,875,000 (75% of 10,500,000) of the Escrow Shares are being held as securityupon achievement of $2,118,789 of audited signed sales from K's Media's operations for K's Media fiscal year ended December 31, 2008 (the "2008 Performance Threshold") and $15,980,447 of the audited signed sales from K's Media's operations results for K's Media fiscal year ended December 31, 2009 (the "2009 Performance Threshold"),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, 2010 (the "2010 Performance Threshold"). If K's Media achieved each of the 2008, 2009 and 2010 Performance Threshold, one third of the Escrow Shares will be released to shareholders of K’s Media every year for a total of 3 years. If Performance Threshold is not achieved, a number of Escrow Shares (such number to be determined by the formula as set forth in the Escrow Agreement) will be returned to the Company for cancellation. Upon the termination of the Escrow agreement, 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 enterainment 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 enterainment clubs under advertising 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 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.

8

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.

On September 4, 2008 the Company entered into amendment 2 to the Escrow Agreement made as of the 23rd day of December 2007 by and between K’s Media; Orient Come Holdings Limited; Beijing K's Media Advertising Ltd. Co.; the Company’s management personnel; and Arnstein & Lehr LLP, a law firm.  Pursuant to the amendment Zhuang, Yan; Chang, Lin and Wu, LiHong each transferred the right to receive 100,000 escrowed shares, and Lu, Yong assigned the right to receive 300,000 escrowed shares, to Andy Pang.  Mr. Pang currently serves as Chief Operating Officer of the Company. The assigned escrowed shares of common stock remain subject to the escrow agreement, as amended.

(b) Business Cooperation Agreement:

Pursuant to the provisions of the Business Cooperation Agreement, 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 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 China, is a wholly owned subsidiary of the Company.

(c) Exclusive Option Agreements:

An Exclusive Option Agreements entered into by and the Company, 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 Company 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 Company or its designated party has the sole discretion to decide when to exercise the option, whether in part or in full. Each of these agreements has a twenty-year term, subject to renewal at the Company's election.

 (d) Equity Pledge Agreements:

A series of Equity Pledge Agreements entered into by and among the Company, K's Media and shareholders of K's Media dated December 23, 2007, the shareholders of K's Media pledge, 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 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, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interests. The shareholders of K's Media agree not to dispose of the pledged equity interests or take any actions that would prejudice the Company's interest, and to notify the Company of any events or upon receipt of any notices which may affect the Company's interest in the pledge. Each of the equity pledge agreements will be valid until all the payments due under the Exclusive Business Cooperation Agreement have been fulfilled.

9

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 October 31, 2008, the Company has accumulated losses of $2,733,268 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 uncertainty. The Company expects to incur losses from its business operations and will require additional funding during the year ended April 30, 2009. 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 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.

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 October 31, 2008 and April 30, 2008, and the results of operations for three months ended October 31, 2008 and 2007, the six months ended October 31, 2008, the period from inception (June 18, 2007) to October 31, 2007, the period from inception (June 18, 2007) to October 31, 2008, and the changes in stockholders’ equity (deficiency) for the period from inception (June 18, 2007) to April 30, 2008, the six months ended October 31, 2008 and cash flows for the six months ended October 31, 2008, the period from inception (June 18, 2007) to October 31, 2007, the period from inception (June 18, 2007) to October 31, 2008. These results have been determined on the basis of generally accepted accounting principles and practices in the United States and applied consistently with those used in the preparation of the Company's 2008 Annual Report on Form 10-K.

3. Significant Accounting Policies

- Revenue Recognition

The Company recognizes revenue of advertising and promotion services when the following criteria are met: persuasive evidence that an arrangement exists; delivery has occurred or services have been rendered; the price to the customer is fixed or determinable; and collectability is reasonably assured. If all of the above criteria have been met, revenues are principally recognized when services have been rendered. Amounts received from customers in advance of the period in which service is rendered are deferred and recorded on the balance sheet as a liability under "deferred revenues."

10

-  Principles of Consolidation

The accompanying consolidated financial statements of K's Media( Registrant, formerly known as Kinglake), 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 contractual relationship. This consolidation is required by the standards of Accounting 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 EITF Issue 04-05.

-  Estimates

Our preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us 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 revenue and expense. Actual results could differ from those estimates.

-   Cash and Cash Equivalents and Fair Value of Financial Instruments

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents include investments in money market funds and are stated at cost, which approximates market value.

-  Equipment

We record equipment at cost. We provide for depreciation using the straight-line method of accounting over the estimated useful lives ranging from 3 to 7 years.

-  Foreign Currency Translation

We translate assets and liabilities of our subsidiaries in China  at the exchange rate prevailing at October 31, 2008 and April 30, 2008, and related revenue and expense at average exchange rates in effect during the period. We record resulting translation adjustments as a component of accumulated comprehensive income (loss) in stockholders' equity.

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”.  This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.  SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's 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” (SFAS 161). 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” (SFAS 133) 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.

11

3. 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 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 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.

	Three months ended		Six months ended	Period from Inception (June 18, 2007) to	Period from inception (June 18, 2007) to
	October 31,		October 31,		October 31,
	2008	2007	2008	2007	2008
Numerator - net income (loss) available to
common stockholders	$    (1,715,726)	$           2,866	$    (2,344,135)	$           2,866	$            (2,733,268)
Denominator - weighted average number
of common shares outstanding	22,833,015	13,000,000	22,120,877	13,000,000	21,474,392
Basic and diluted loss per common share	$             (0.08)	$             0.00	$             (0.11)	$             0.00	$                     (0.13)

4. Prepaid expenses and other receivable

As of October 31, 2008 prepaid expenses and other receivable consist of the following:

	October 31,	April 30,
	2008	2008
	(unaudited)
Prepaid trade expenses	$    478,449	$      43,495
Prepaid consultants and corporate expenses	93,442	264,751
Other receivable	325,928	50
	$    897,819	$    308,296

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5. Accounts Payable and Accrued Liabilities

As of October 31, 2008 accounts payable and accrued liabilities consist of the following:

	October 31,	April 30,
	2008	2008
	(unaudited)
Trade debt	$      81,988	$  55,293
Accrued salaries	-	42,933
	$      81,988	$  98,226

6. Equipment

	October 31,	April 30,
	2008	2008
	(unaudited)
Computer equipment	$      45,766	$  15,075
Office equipment	7,963	-
	53,729	15,075
Less: accumulated depreciation	(2,594)	(56)
	$      51,135	$  15,019

7. 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 Articles of Incorporation. At July 31, 2008, the Company did not have 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 Articles of Incorporation.

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On December 10, 2007, the Company effectuated a 3 for 1 forward stock split. The financial statements have been retroactively adjusted to reflect this stock split.

In December 2007, the Company issued 10,500,000 shares into escrow pursuant to a Share Exchange Agreement and an Escrow Agreement. See Note 1(b) for details.

Prior to the Share Exchange Agreement, the Company had 6,087,000 issued and outstanding shares of common stock that have been presented as a recapitalization upon the reverse acquisition of Orient Come Holdings Limited.

In October 2007, Orient Come raised $1,287,250 through the issuance of 2 of their corporate shares. 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. 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.

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 October 31, 2008.

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 a net proceed of $4,593,836.

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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 services. The amount is recorded as a contribution to the additional paid in capital.

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8. Related Party Balances/Transactions

During the three-month and six-month periods ended October 31, 2008, the Company paid $6,508 (2007: $nil) and $22,424 (2007: $nil) in consulting fees to a related party of the Company’s President and CEO respectively. As of October 31, 2008, the Company owes $18,957 (April 30, 2008: $56,373) to this related party for services rendered.

At October 31, 2008, a director of the company received advances from the Company for expenses to be incurred on behalf of the Company of $3,423 (April 30, 2008: $nil), which is non-interest bearing, unsecured, and due on demand.

9. Operating Risk

The Company has determined that there are risks associated with entering into transactions with entities based in China, where K's Media operations are conducted. Such risks include:

China advertising laws and regulations require advertisers, advertising operators and advertising distributors, including businesses such as ours, to ensure that the content of the advertisements they prepare or distribute are fair and accurate and are in full compliance with applicable law. Violation of these laws or regulations may result in penalties, including fines, confiscation of advertising fees, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information.

Substantially all of the Company's operations, post acquisition, are conducted through their contractual arrangements with K's Media. Though China regulations currently permit 100% foreign ownership of companies that provide advertising services, any foreign entities that invest in the advertising services industry are required to have at least three years of direct operations in the advertising industry outside of China. In addition, China regulations currently prohibit foreign investment in the production and operation of any non-advertising content. The Company does not currently directly operate an advertising business outside of China and thus cannot qualify under China regulations until three years after the Company commences any such operations outside of China or until the Company acquires a company that has directly operated an advertising business outside of China for the required period of time. Accordingly, the Company, which is a foreign enterprise, is currently ineligible to directly apply for the required licenses for providing advertising servicesin China.

Under the Equity Pledge Agreements, the shareholders of K's Media pledged their equity interests of the Company. This pledge was duly created by recording the pledge on the Company's register of shareholders in accordance with the U.S. regulations. According to China Property Rights Law, however, the effectiveness of such pledge will depend on whether the pledge is registered with the relevant administration for industry and commerce in China. The Company anticipates registering such pledge when the administration for industry and commerce implements registration procedures in accordance with the China Property Rights Law in the future. Although the Company believes that they will be able to register the pledge, there can be no assurance that it will be able to do so.

If the Company or Chinese Advertisement Company is found to be in violation of any existing or future China laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant China regulatory authorities, including those that which regulates advertising companies would have broad discretion in dealing with such violations, including:

(i) revoking the business and operating licenses of K's Media and their affiliates;

(ii) discontinuing or restricting the China subsidiaries' and affiliates' operations;

(iii) imposing conditions or requirements with which the Company, K's Media and their affiliates may not be able to comply with;

(iv) requiring the Company, K's Media and their affiliates to restructure the relevant ownership structure or operations 

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The imposition of any of these penalties would result in a material and adverse effect on the Company's ability to conduct our business.

Many of these contractual arrangements are governed by China law and provide for the resolution of disputes through either arbitration or litigation in China. Accordingly, these contracts would be interpreted in accordance with China law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in China is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the China legal system could limit the Company's ability to enforce these contractual arrangements, which may make it difficult to exert effective control over ourChina subsidiary, K's Media.

Under the China law, arrangements and transactions among related parties may be audited or challenged by the China tax authorities. If any of the transactions that the Company has entered into with K's Media are found not to be on an arm's-length basis, or to result in an unreasonable reduction in tax under PRC law, the PRC tax authorities have the authority to assess penalties.

Substantially all of the Company's assets subsequent to the Share Exchange Agreement will be located in China and substantially all of the Company's revenues will be derived from operations in China.

Accordingly, the Company's business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments of China. The Chinese economy differs from the economies of most developed countries in many respects, including: (i) the amount of government involvement, (ii) the level of development, (iii) the growth rate, (iv) the control of foreign exchange, and (v) the allocation of resources.

The Company and K's Media operate in China. Fluctuations in exchange rates with Chinese Renmenbi (“RMB”) may have a material adverse effect on the Company's financial position. The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China's political and economic conditions. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China. On July 21, 2005, the China government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the China government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against the U.S. dollar.

10. Subsequent Event

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 Company will amortize the whole amount over the eight-month service period.

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

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. PROSPECTIVE SHAREHOLDERS SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.

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:

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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 distributors’ 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.

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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.

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 Developments

Application for NASDAQ Capital Market

The Company announced in December 2008 that it has submitted an application to list its common shares on the NASDAQ Capital Market.

In connection with the application, the Company has appointed five members to its Board of Directors. All members meet the independent and corporate governance requirements of NASDAQ. Their term commences on November 24, 2008 and expires at the Company's next Annual Meeting of Stockholders. The Company has also established an Audit Committee, a Compensation Committee, as well as a Nominating and Corporate Governance Committee.

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 over 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 over 13,000 screens in Beijing, Shanghai, Guangzhou, Shenzhen and other major cities cross China.

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Result of Operations

Three Months ended October 31, 2008 Compared to Three Months ended October 31, 2007

Operating Revenues. Operating revenues for the three months ended October 31 of 2008 and 2007 were $49,479 and $nil respectively.

Operating Expenses. The Company's operating expenses totaled $1,196,703 for the quarter ended October 31, 2008, compared to $1 for the same quarter of 2007. The change was contributed to the transformation from mineral exploration to media activities.

Loss from Operations. The Company has recorded a loss of $1,723,065 for the quarter ended October 31, 2008, compared to a loss of $1 for 2007. The difference was caused by a substantial change in the Company's structure and the principal activities from mineral exploration to media. Majority of the cost includes general overhead and signed up fee paid to entertainment clubs.

Interest income. Interest income was $7,339 for the quarter ended October 31, 2008 compared to $2,867 for the same period of 2007. The increase resulted primarily from higher interest rates and higher investment balances.

Net Loss. The Company had a net loss of $1,715,726 for the quarter ended October 31, 2008, compared to a net profit of $2,866 for 2007 following a substantial change in the Company’s structure and the principal activities from mineral exploration to media.

Liquidity and Capital Resources

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

Cash as of October 31, 2008 and April 30, 2008 were $3,152,069 and $1,152,852.

Net cash provided by financing activities were $4,593,836 and $1,287,250 for the six months ended October 31, 2008 and from inception (June 18, 2007) to October 31, 2007, respectively. The Company's operating activities are primarily financed by issuance of stocks.

Net cash used in operating activities was $2,582,732 for the six months ended October 31, 2008 as a result of expenditures for general administration fee, entertainment clubs' license fee, sales signed up commission and other professional fee. The net cash provided by operating activities from inception (June 18, 2007) to October 31, 2007 was $2,866 due to net income.

Net cash used in investing activities, which mainly included purchase of fixed assets were $38,141 for the six months ended October 31, 2008 and nil for the periods ended October 31, 2007 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.

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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.

ITEM 4A. INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting during our last fiscal quarter that hve materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None.

ITEM 1A- RISK FACTORS

There were no material changes to Risk Factors disclosed in this Form 10-Q for the quarter ended October 31, 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

31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
32.1	Certification of the Company's Chief Executive Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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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 15 th day of December, 2008.

K's Media

(the "Registrant") 

BY:  Ke Wang

Ke Wang

Chairman

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