Summary of K'S MEDIA - Yahoo! Finance

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This section of the report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.

We are a development stage Corporation and have not yet generated or realized any revenues from our business operations.

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 and the Orient Come Shareholders and/or their designated third parties acquired in the aggregate approximately 62% of our issued and outstanding stock.

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:

[[Image Removed: Corporate Structure]]

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 aeromagnetics 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 will engage 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 "KTV" clubs on behalf of top-tier consumer products clients. KTV 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 intends to sign advertising agreements with companies in the cosmetics, beverage, automobile and other consumer goods sectors. K's Media also intends to sign advertisement placement agreements with top KTV chains in Beijing, Shanghai, Guangzhou, Shenzhen, Hangzhou and other major Chinese cities. K's Media will then promote its clients brands at the KTV clubs via advertising and promotional events. K's Media intends to sign agreements with several hundred top-ranked KTV clubs representing thousands of KTV screens. Main club targets initially will be large flagship KTV clubs in Beijing, Shanghai, Guangzhou and other large cities. Advertisements will be placed on screens in each room of each KTV club signed by K's Media. A critical component of K's Media's marketing and distribution to KTV clubs is its partnership with Shine MultiMedia Co., Ltd. ("Shine"), one of the China's largest KTV VOD (video on demand) system distributors with deals in over 3,000 KTV clubs and more than 100,000 KTV rooms in China. Shine will bundle K's Media's proprietary CRM software with its VOD system and also pursue advertising agreements with the KTV clubs on behalf of K's Media. The parties have entered into the Service Agreement whereby Shine will arrange exclusive agency contracts between K's Media and KTV clubs. Shine will also install and maintain advertisement equipment at the KTV clubs during the terms of the contracts. K's Media will supplement Shine's marketing efforts with its own team of KTV agents that will be responsible for signing up KTV clubs, renewing contracts, and providing other follow-up services such as media channel maintenance and ad placements. Shine will receive a fee from K's Media for each contract executed and monthly maintenance fee for services provided by Shine over the term of each contract.

Our ability to generate revenues from advertising sales largely depends upon our ability to provide a large network of KTV screens that show our programs in KTV clubs, which requires us to obtain Ad Licensing rights contracts to operate in KTV 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 advertis in China.

Limited Operating History; 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 not generated any 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 to Orient Come 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.

The number of employees in the Chinese advertisement company expects to be 19 people by the end of the second quarter of the year ended April 30, 2009 and will increase to about 28 people by the end of 2009. The number of employees in the public company won't change.

Result of Activities for the period ended July 31, 2008

Cash was $4,868,155 on July 31, 2008, an increase of $3,715,303 compared to last quarter's $1,152,852. The increase was mainly due to the receipt of the net proceeds of an offering of our common stock of approximately $5,000,000.

Expense was $359,715 compared to $355,426 of last quarter. The change was due to increased adminstrative and general fee..

As of July 31, 2008, our total assets were $5,280,635 and our total liabilities were $159,771

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Liquidity and Capital Resources

On July 17, 2008, the Company completed US$5 Million unit Offering and expected to use the net proceeds from the sale of the Units for working capital and general corporate purposes.

On July 31, 2008, the Company is indebted to a director of the company for $35,717 (April 30, 2008: $186,050), which is non-interest bearing, unsecured, and due on demand.

During the three months ended July 31, 2008, the Company paid $15,916 (2007: $0) in consulting fees to a related party of the Company's President and CEO. As of July 31, 2008, the Company owes $15,687 (April 30, 2008: $56,373) to this related party for services rendered.

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.