10-Q

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: September 30, 2015

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________

Commission File Number 000-54769

 

ChinAmerica Andy Movie Entertainment Media Co.

 (Exact name of registrant as specified in its charter)

	Florida	65-1170540
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
11015 Gatewood Drive Unit 103 Lakewood Ranch, FL  34211
(Address of principal executive offices, including zip code)
(941) 224-6975
(Registrant’s telephone number, including area code)
11015 Gatewood Drive, Unit 103 Lakewood Ranch, FL  34211 (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.  Yes  ☑  No  ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer.☐	Accelerated filer.   ☐
Non-accelerated filer.  ☐ (Do not check if a smaller reporting company)	Smaller reporting company.  ☑

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

As of November 23, 2015 there were 125,628,400 shares of common stock outstanding.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements	1
PART I- Financial Information
Item 1.Financial Statements	2
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.Controls and Procedures	15
PART II – Other Information
Item 6.Exhibits	16
Signatures	17

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements are generally located in the material set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” but may be found in other locations as well. These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements.

We identify forward-looking statements by use of terms such as “may,” “will,” “expect,” “anticipate,” “estimate,” “hope,” “plan,” “believe,” “predict,” “envision,” “intend,” “will,” “continue,” “potential,” “should,” “confident,” “could” and similar words and expressions, although some forward-looking statements may be expressed differently. You should be aware that our actual results could differ materially from those contained in the forward-looking statements.

Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this report. These factors include, among others:

· our ability to raise capital;

· our ability to execute on our growth strategies;

· declines in general economic conditions in the markets where we may compete;

· our anticipated needs for working capital; and

· significant competition in the markets where we may operate.

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis.

Forward-looking statements speak only as of the date of this report or the date of any document incorporated by reference in this report. Except to the extent required by applicable law or regulation, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

1

PART I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

CHINAMERICA ANDY MOVIE ENTERTAINMENT MEDIA CO.

BALANCE SHEETS

	September 30, 2015 (Unaudited)			December 31, 2014 (Audited & Restated)
ASSETS
Current assets
Cash and cash equivalents	$	765,646		$	167,717
Escrow funds held by related party		429,702			837,296
Prepaid expenses		11,652			1,784
Loan to shareholder		-			325,600
Total current assets		1,207,000			1,332,397
Total Assets	$	1,207,000		$	1,332,397
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued payroll liabilities		58,169			-
Accrued expenses (other)	$	-		$	2,667
Accrued income tax		80,072			223,524
Deferred revenue		483,980			483,980
Shareholder loan		180,000			-
Total current liabilities		802,221			710,171
Total Liabilities	$	802,221		$	710,171
Stockholders’ equity
Common Stock, $.01 par value, 5,000,000,000 shares authorized; 125,628,400 and 125,628,400 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively.		1,256,284			1,256,284
Additional paid-in capital		(924,900	)		(924,900	)
Accumulated other comprehensive income		(30,979	)		(15,919	)
Retained Earnings		104,374			306,761
Total stockholders’ equity		404,779			622,226
Total liabilities and stockholders’ equity	$	1,207,000		$	1,332,397

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

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CHINAMERICA ANDY MOVIE ENTERTAINMENT MEDIA CO.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

	Nine Months Ended September 30, (Unaudited)						Three Months Ended September 30, (Unaudited)
	2015			2014 (Restated)			2015			2014 (Restated)
Revenue	$	-		$	822,500		$	-		$	-
Expenses
General and Administrative – Related Party		127,820			156,048			61,440			51,365
General and Administrative - Officer Salary		101,260			-			-			-
General and Administrative		97,628			46,393			13,882			11,309
Total Operating Expenses		326,708			202,441			75,322			62,674
Operating (Loss) Income	$	(326,708	)	$	620,059		$	(75,322	)	$	(62,674	)
Other Income
Interest Income		3,921			2,631			390			1,664
Total Other Income		3,921			2,631			390			1,664
Net Income (Loss) Before Income Taxes	$	(322,787	)	$	622,690		$	(74,932	)	$	(61,010	)
Provision For / (Benefit From)      Income Taxes		(120,400	)		232,263			(27,950	)		(22,757	)
Net Income	$	(202,387	)	$	390,427		$	(46,982	)	$	(38,253	)
Foreign Currency Translation		(15,060	)		(5,328	)		10,807			9,726
Net Comprehensive Income (Loss)	$	(217,447	)	$	385,099		$	(36,175	)	$	(28,527	)
Earnings (Loss) Per Share - Basic and Dilutive		(0.00	)		0.00			(0.00	)		0.00
Weighted Average Shares		125,628,400			125,136,825			125,628,400			125,513,617

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

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CHINAMERICA ANDY MOVIE ENTERTAINMENT MEDIA CO.

STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, (Unaudited)
	2015			2014 (Restated)
Cash Flows From Operating Activities
Net Income (Loss)	$	(202,387	)	$	390,427
Adjustments To Reconcile Net Income (Loss) To Net Cash Provided By (Used In) Operating Activities:
Changes In Operating Assets and Liabilities:
Funds Held In Escrow By Related Party		407,594			(1,173,133	)
Accrued payroll		58,169			-
Accounts Payable and Accrued Expenses		(2,667	)		7,292
Accrued Income Tax		(143,452	)		232,263
Prepaid Expenses		(9,868	)		(277	)
Total Adjustments		309,776			(449,875	)
Net Cash (Used In) Provided By Operating Activities		107,389			(59,448	)
Cash Flows From Investing Activities
Collection On Shareholder Loan		325,600			-
Net Cash (Used In) Provided By Investing Activities		325,600			-
Cash Flows From Financing Activities
(Repayments To) Advances From Related Parties		180,000			(24,616	)
Net Cash (Used In) Provided By Financing Activities		180,000			(24,616	)
Foreign Currency Gain (Loss)		(15,060	)		(5,328	)
Net Increase (Decrease) In Cash		597,929			(89,392	)
Cash At Beginning Of Year		167,717			286,383
Cash At End Of Period	$	765,646		$	196,991
Supplemental Disclosures Of Cash Flow Information:
Income Taxes Paid	$	23,052		$	-
Non-Cash Investing and Financing Activities
Issuance Of Common Stock For Converted Debt	$	-		$	20,500

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

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CHINAMERICA ANDY MOVIE ENTERTAINMENT MEDIA CO.

NOTES TO FINANCIAL STATEMENTS

For the Three and Nine Month Period Ended September 30, 2015 and September 30, 2014

(Unaudited)

NOTE 1.NATURE OF BUSINESS

Organization.

ChinAmerica Andy Movie Entertainment Media Co.(“CAME” or the “Company”)  was incorporated under the laws of the State of Florida on September 26, 2002. The Company’s headquarters are located in Clearwater, Florida.

NOTE 2.                 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Use of Estimates.  In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three and nine month period ended September 30, 2015 and 2014; (b) the financial position at September 30, 2015; and (c) cash flows for the nine month period ended September 30, 2015 and 2014, have been made. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information regarding the Company's significant accounting policies, refer to the audited financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on April 1, 2015.

Cash and Cash Equivalents.  The majority of cash is maintained with a major financial institution in Shanghai, China held on our behalf by AF Ocean Investment Management Company (Shanghai Ltd.) (“AF Ocean Shanghai”). There are also funds held in the United States.  Deposits with these banks may exceed the amount of insurance provided on such deposits.  Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk.  The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. All amounts referenced in these financial statements and this report are in U.S. Dollars unless otherwise stated.

Foreign Currency Translation.  The Company addressed the effect of the exchange rate differences resulting from the translation for currency transferred to the Company for consulting services from an account held by AF Ocean Shanghai in China, by using the current day exchange rate from CNY to USD conversion. The accumulated other comprehensive income for the nine month period ended September 30, 2015 was a net loss of $15,060. The effect of the foreign currency translation is recorded in comprehensive income. The relative value of the Chinese CNY to the United States USD remained relatively constant during the nine month period ended September 30, 2015 ranging from .1612 on July 1, 2015 to .1573 on September 30, 2015, CNY to the USD.

Revenue Recognition.  Revenue from consulting and management services is recognized according to the terms of the consulting and management services agreements.  Generally, consulting and management services revenue will be recognized over the term of the agreement. Consulting Revenue recognized to date consists of pre-production research and strategizing, introduction of American talents and potential partners, training and global market consulting, especially regarding distribution and production in the United States.  Revenue is not related to final film production or licensing and therefore is not subject to FASB ASC 926 – Films revenue recognition guidance.

Share-based Compensation.  The Company may issue stock options whereby all share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.

5

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718.  ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees.  The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50.  The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.

The Company may issue restricted stock for various business and administrative services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached; or (ii) the date at which the counterparty’s performance is complete. There was no share-based compensation paid in the quarter ended September30, 2015.

Income Taxes.  The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes.  The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Earnings per Share.  In accordance with ASC 260-10, “Earnings Per Share”, basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.  Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares plus the effect of the dilutive potential common shares outstanding during the period using the treasury stock method.

Diluted income per share includes the dilutive effects of stock options, warrants, and stock equivalents.  To the extent stock options, stock equivalents and warrants are anti-dilutive; they are excluded from the calculation of diluted income per share.

Recent Accounting Pronouncements.  The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these financial statements as presented.

NOTE 3.               GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2015, total assets exceeded total liabilities by $404,779. Total assets decreased from $1,332,397 at December 31, 2014 to $1,207,000 at September 30, 2015, and total liabilities increased from $710,171 at December 31, 2014 to $802,221 at September 30, 2015.

We had revenue of $0 and a net loss of ($202,387) for the nine month period ended September 30, 2015, as compared to revenue of $ 822,500 and a net income of $390,427 for the nine month period ended September 30, 2014.

During the three month period ended September 30, 2015 the Company had revenue of $0 and a net loss of ($46,982), as compared to revenue of $0 and a net loss of ($38,253) for the three month period ended September 30, 2014.

These factors raise substantial doubt about our ability to continue as a going concern for a reasonable period of time.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

6

NOTE 4.               RELATED PARTY TRANSACTIONS

On December 23, 2013, the Company and AF Ocean Shanghai entered into a management agreement for the collection and maintenance of all funds received in the People's Republic of China on behalf of the Company. All deposits received in China incur a management fee of ten percent (10%) due to AF Ocean Shanghai. During the nine month period ended September 30, 2015, no payments have been received for this management service. As of September 30, 2015, the current balance in AF Ocean Shanghai, account held on behalf of the Company is $429,702.

Commencing on May 1, 2015, the Company renewed the management services agreement with AF Ocean Investment Management Company (“the Service Provider”) for an additional year. The Company shares the same Chief Executive Officer and controlling shareholder as the Service Provider. We  pay the Service Provider $20,480 per month for access to and use of office space at a location leased by the Service Provider from a third party, legal services, management and accounting related services including, without limitation, preparing periodic and other reports required to be filed under the Securities Exchange Act of 1934, preparing financial reports, bookkeeping, managing their websites, handling previous employee matters, and related governmental filings, handling advertising matters, and processing payables. (collectively, the “Services”). This amount also includes legal reviews of all SEC filings and rent for the Company’s office space.

In February 2015, the loan advanced in December, 2014 was paid back in full in the amount of $325,600.

On April 27, 2015, the $299,000 loan made to a related party on March 13, 2015 was paid back in full.

On April 27, 2015, shareholder Andy Fan advanced the Company $180,000.

NOTE 5.               INCOME TAXES

The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% and State tax rate of 5.5% to income before taxes). The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. We had a net loss before income taxes of ($322,787) for the nine month period ended September 30, 2015. We have an estimated tax benefit of $120,400 at an effective tax rate of 37.3%.  All net operating carry forwards have been utilized.

During the six month period ended June 30, 2015 there was an adjustment to 2014 income tax expense of $47,999 recorded. This was removed in the nine month period ended September 30, 2015 due to the change in net income from $649,941 to 390,427 for the nine month period ended September 30, 2014.  The change in net loss was directly related to the modification to the contract dated January 3, 2014 between the Company and Zhong Mei An Di Yin Shi Wen Hua Chuan Mei Ltd., Co that happened on August 17, 2015.

	Nine Month Period Ended September 30, (Unaudited)
	2015			2014 (Restated)
Tax Expense (Benefit) At The Statutory Rate	$	(120,400	)	$	(232,263	)
Total	$	120,400		$	(232,263	)

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NOTE 6.                  STOCKHOLDERS’ EQUITY

Common Stock

The total authorized capital stock of the corporation is five billion 5,000,000,000 shares.

The Company is authorized to issue five billion (5,000,000,000) shares of common stock, and one class of preferred blank check to be issued solely at the discretion of the Board.  No shares of capital stock have been designated as preferred stock.

As of September 30, 2015 the Company had 125,628,400 shares of common stock issued and outstanding. No shares were issued during the three month period ended September 30, 2015. The Company has no options or warrants issued or outstanding.

NOTE 7.                  CORRECTION AND RESTATEMENT OF QUARTER ENDING SEPTEMBER 2014 FINANCIALS

The Company’s consulting revenue for the nine month period ended September 30, 2014 decreased from $1,306,480 to $822,500, due to the consulting contract between the Company and Zhong Mei An Di Yin Shi Wen Hua Chuan Mei Ltd., Co dated January 3, 2014 being amended on August 17, 2015. The remaining $483,980 of the 1,306,480 will be held as an advance deposit for consulting work in 2016. The following tables break down the net effect of this change to the financials.

Statement of Operations and Comprehensive Income Restated Financials Nine Month Period Ended September 30, 2014
Restated	As Originally Filed			Restated		Net Effect
Consulting revenue	$	1,306,480		$	822,500	$	(483,980	)
General and administrative expense		111,721			46,393		(65,328	)
Total operating expenses		267,769			202,441		(65,328	)
profit (loss) from operations		1,038,711			620,059		(418,652	)
Other income		2,630			2,631		1
Profit (loss) income before tax		1,041,341			622,690		(418,651	)
Income tax expense		(391,400	)		232,263		159,137
Net income (loss)	$	649,941		$	390,427	$	(259,514	)

Statement of Operations and Comprehensive Income Restated Financials Three Month Period Ended September 30, 2014
Restated	As Originally Filed		Restated			Net Effect
Consulting revenue	$	323,150	$	-		$	323,150
General and administrative expense		61,583		11,309			(50,274	)
Total operating expenses		112,948		62,674			(50,274	)
profit (loss) from operations		210,202		(62,674	)		(27,287	)
Profit (loss) income before tax		211,866		(61,010	)		(150,856	)
Income tax expense		178,600		(22,757	)		(155,843	)
Net income (loss)	$	33,266	$	(38,253	)	$	(71,519	)

Balance Sheet Restatement December 31, 2014
Restated	As Originally Filed		Restated		Net Effect
Accrued Income Tax	$	339,438	$	223,524	$	(115,914	)
Total Current Liabilities		342,105		710,171		368,066
Total Liabilities		342,105		710,171		368,066
Retained Earnings		674,827		306,761		(368,066	)
Total Stockholder’s Equity		990,292		622,226		(368,066	)

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NOTE 8.                  RECLASSIFICATION

Certain items have been reclassified during the nine month period ended September 30, 2014 for presentation purposes.

NOTE 9.                  COMMITMENTS AND CONTINGENCIES

Related Party

On December 23, 2013, the Company entered into a management agreement with AF Ocean Shanghai for the collection and maintenance of all funds received in the People's Republic of China on behalf of the Company. All deposits received in China incur a management fee of ten percent (10%) due and payable to AF Ocean Shanghai. As of September 30, 2015, the current balance in AF Ocean Shanghai’s account held on behalf of the Company is $429,702.

On April 27, 2015, the related party loan in the amount of $299,000 was repaid in its entirety.

Commencing May 1, 2015, the Company renewed the management services agreement with the Service Provider to provide management services to the Company for an additional year. The Company pays the Service Provider $20,480 per month.

The amounts and terms of the above transaction may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

Legal Matters

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

Leases and Facility

The office space is rented from the Service Provider, and the Company pays a monthly management fee to them for services provided which includes the Company’s rent.

NOTE 10.              SUBSEQUENT EVENTS

Management has evaluated subsequent events through November 18, 2015, the date the financial statements were available to be issued. Management is not aware of any other significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.

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

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this report.

Overview

ChinAmerica Andy Movie Entertainment Media Co.(“CAME” or the “Company”)  was incorporated under the laws of the State of Florida on September 26, 2002. On October 11, 2012, the Company changed its operations to focus on movie, entertainment and media.

                We are looking to establish a CAME presence in Hengdian, China which is deemed to be the “Hollywood of China,” as well as Hollywood, California. Our Board of Directors believes that we can operate as a movie, entertainment and documentary company during the next 9-12 months, increasing revenues of the Company.  However, the production of our documentaries or animated films may take years to complete and future cash flows, if any, are impossible to predict at this time. The realization value from any production or animated film is largely dependent on factors beyond our control such as the market for our films.

10

Results of Operations

Nine Month Period Ended September 30, 2015 and 2014

The following table provides a comparison of a summary of our results of operations for the nine month period ended September 30, 2015 and 2014.

	Nine Months Ended September 30, (unaudited)
	2015			2014 (Restated)			% Change
Revenue From Operations	$	-		$	822,500			-100	%
General and Administrative – Related Party		127,820			156,048			-18	%
General and Administrative - Officer Salary		101,260			-			100	%
General and Administrative Expenses		97,628			46,393			-111	%
Total General and Administrative Expenses		326,708			202,441			50	%
Income (Loss) From Operations		(326,708	)		620,059			153	%
Other Income (Expense)
Interest Income		3,921			2,631			-49	%
Total Other Income (Expense), net	$	3,921		$	2,631			-49	%
Net Income (Loss) Before Income Tax	$	(322,787	)	$	622,690			152	%
Provision For / (Benefit From) Income Taxes		(120,400	)		232,263			49	%
Net Income (Loss)	$	(202,387	)	$	390,427			152	%
Foreign Currency Gain (Loss)		(15,060	)		(5,328	)		-183	%
Comprehensive Income	$	(217,447	)	$	385,099			157	%
Income (Loss) Per Share: Basic and Diluted		(0.00	)		0.00

Revenue from Operations - For the nine month period ended September 30, 2015, total revenue was $0 as compared to $822,500 for the nine month period ended September 30, 2014. Loss from operations was ($326,708) for the nine month period ended September 30, 2015 as compared to income of $620,059 for the nine month period ended September 30, 2014. The decrease in revenue is due to the lack of consulting contracts in 2015. Our Board of Directors has determined that we need to be focusing more on evaluating other opportunities both domestically and in China.

General and Administrative Expenses - General and administrative expensesdecreased by $51,235 to $97,628 for the nine month period ended September 30, 2015 as compared to $46,393 for the nine month period ended September 30, 2014.

General and Administrative - Officer Salary – The officer salary for the nine month period ended September 30, 2015 was $101,260 as compared to $0 for the nine month period ended September 30, 2014. This is a new officer salary.

General and Administrative Expenses – Related Party. The related party expensesdecreasedby $28,228 to $127,820 for the nine month period ended September 30, 2015 as compared to $156,048 for the nine month period ended September 30, 2014. The decrease in expenses is due to the discontinued contract with Zhong Mei Yin Shi in 2015. A decrease in revenue deposited into and held by AF Ocean Shanghai decreases the management fee the Company has to pay to AF Ocean Shanghai.

Net Income (Loss) - As a result of the decrease in revenue and increase in expenses discussed above, our net income decreased, resulting in a net loss of ($202,387) for the nine month period ended September 30, 2015 as compared to net income of $390,427 for the nine month period ended September 30, 2014.

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Three Month Period Ended September 30, 2015 and September 30, 2014

The following table provides a comparison of a summary of our results of operations for the three month period ended September 30, 2015 and 2014.

	Three Months Ended September 30, (unaudited)
	2015			2014 (Restated)			% Change
Revenue From Operations	$	-		$	-			100	%
General and Administrative Expenses -     Related Party	$	61,440		$	51,365			-19.6	%
General and Administrative Expenses	$	13,882		$	11,309			19	%
Total Operating Expenses	$	75,322		$	62,674			20	%
Income (loss) From Operations		(75,322	)		(62,674	)		20	%
Other Income (Expense)
Interest Income	$	390		$	1,664			77	%
Total Other Income (Expense), Net	$	390		$	1,664			77	%
Net Income (Loss) Before Income Tax	$	(74,932	)	$	(61,010	)		23	%
Provision For / (Benefit From) Income Taxes	$	(27,950	)	$	(22,757	)		23	%
Net Income (Loss)		(46,982	)		(38,253	)		23	%
Foreign Currency Gain (Loss)	$	10,807		$	9,726			12	%
Comprehensive Income	$	(36,175	)	$	(28,527	)		65	%
Income (loss) per share: basic and diluted	$	(0.00	)	$	0.00

Revenue from Operations – There was no revenue for the three month period ended September 30, 2015 & 2014 respectively. Loss from operations was ($75,322) for the three month period ended September 30, 2015 as compared to $(62,674) for the three month period ended September 30, 2014. The decrease in revenue is due to the lack of consulting contracts in 2015. Our Board of Directors has determined that we need to be focusing more on evaluating other opportunities both domestically and in China.

General and Administrative Expenses - General and administrative expenses increased by $2,573 to $13,882 for the three month period ended September 30, 2015 as compared to $11,309 for the three month period ended September 30, 2014.

General and Administrative Expenses - Related party. The related party expensesincreased by $10,075 to $61,440 for the three month period ended September 30, 2015 as compared to $51,365 for the three month period ended September 30, 2014. In May, 2015 the Service Provider increased the management fee to properly cover the Company’s operating expenses.

Net Income (Loss) - As a result of the decrease in revenue and increase in expenses discussed above, our net loss increased, resulting in a net loss of ($46,982) for the three month period ended September 30, 2015 as compared to net loss of $(38,253) for the three month period ended September 30, 2014.

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Liquidity and Capital Resources

General.

As of September 30, 2015, we had cash and cash equivalents of $765,646 as compared to cash and cash equivalents of $196,991 September 30, 2014. We have met our cash needs through our consulting revenue and loans from shareholders. Our cash requirements are generally for professional services and general and administrative activities. We do not believe that our cash balance and expected consulting fees are sufficient to finance our cash requirements for expected operational activities going forward, and therefore we will require additional funding through either loans or the sale of equity, or both.

Operating Activities. Our operating activities used cash of $107,389 for the nine month period ended September 30, 2015 as compared to $(59,448) for the nine month period ended September 30, 2014.

Investing Activities. Our investing activities provided cash of $325,600 for the nine month period ended September 30, 2015 as compared to $0 for the nine month period ended September 30, 2014.

Financing Activities. Our financing activities provided cash of $180,000 for the nine month period ended September 30, 2015, as compared to cash used (repayments of) $(24,616) for the nine month period ended September 30, 2014.

Cash Flow.The following table provides a summary of our cash flows for the nine month period ended September 30, 2015, and 2014.

	Nine Month Ended September 30, (unaudited)
	2015			2014 (Restated)
Cash provided (used in) operating activities	$	107,389		$	(59,448	)
Cash provided by investing activities	$	325,600		$	-
Cash provided (used in) financing activities	$	180,000		$	(24,616	)
Foreign currency translation	$	(15,060	)	$	(5,328	)
Net increase (decrease) in cash	$	597,929		$	(89,392	)

Income Taxes

At this time there is not an income tax expense to report. However, at the end of each fiscal quarter the Company evaluates the income tax liability under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

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Revenue Recognition

Revenue from consulting services is recognized according to the terms of the consulting agreements.  Generally, consulting revenue will be recognized over the term of the agreement. Occasionally, deposits or prepayments may result in deferred income which will be recognized into income as the services are performed.

Inflation  

Inflation does not materially affect our business or the results of our operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

We prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”). GAAP represents a comprehensive set of accounting and disclosure rules and requirements. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. Our actual results could differ from those estimates. We use historical data to assist in the forecast of our future results. Deviations from our projections are addressed when our financials are reviewed on a monthly basis. This allows us to be proactive in our approach to managing our business. It also allows us to rely on proven data rather than having to make assumptions regarding our estimates. Management does not believe that our actual results are related to any sensitivity in estimates made by management. The year-end consistency of our results has shown that our prior year’s historical data is the best projector of our future results.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on our financial statements.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item pursuant to Item 305 of Regulation S-K.

ITEM 4.CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, management has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

15

PART II – OTHER INFORMATION

ITEM 6.EXHIBITS

Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation *
3.2	Articles of Amendment to Articles of Incorporation **
3.3	Articles of Amendment to Articles of Incorporation ***
3.4	Bylaws *
10.1	Amendment to the Consulting Agreement between the Company and Zhong Mei An Di Yin Shi Wen Hua Chuan Mei Ltd., Co effective August 17, 2015 Filed herewith ****
31	Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
32	Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  Furnished herewith
101	Financial statements for the quarterly report on Form 10-Q of ChinAmerica Andy Movie Entertainment Media Co. for the fiscal quarter ended September 30, 2015, formatted in XBRL: (i) the Balance Sheets; (ii) the Statements of Operations and Comprehensive Income; (iii) the Statements of Cash Flows; and (iv) the Notes to Financial Statements Filed herewith

*Incorporated herein by reference to ChinAmerica Andy Movie Entertainment Media Co.’s RegistrationStatement on Form S-1 filed with the SEC on May 9, 2012.

**Incorporated herein by reference to ChinAmerica Andy Movie Entertainment Media Co.’s Current Report onForm 8-K filed with the SEC on October 4, 2012.

***Incorporated herein by reference to ChinAmerica Andy Movie Entertainment Media Co.’s Annual Report on Form10-K filed withthe SEC on April 1, 2015.

**** Incorporated herein by reference to ChinAmerica Andy Movie Entertainment Media Co.’s Current Report on Form 8-K filed withthe SEC on January 7, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CHINAMERICA ANDY MOVIE ENTERTAINMENT MEDIA CO.
Dated: November 23, 2015	By:	/s/ Andy Fan
		Andy Z. Fan Chief Executive Officer
		(Principal Executive Officer)

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EX-10.1

Exhibit 10.1

AMENDMENT TO AGREEMENT

FOR

JOINT PROJECTS OF MOVIE PRODUCTION, PROMOTION AND DISTRIBUTION

Date: Aug. 17, 2015

It is understood and agreed between ChinAmerica Andy Movie Entertainment Media Company, a Florida limited liability company, and Zhong Mei An Di Yin Shi Wen Hua Chuan Mei Ltd. Co., that “Agreement for Joint Projects of Movie Production, Promotion and Distribution” (the “Agreement”) dated Jan. 3, 2014, be amended as follows (this “Amendment”):

1. The original contract for $1,000,000 will be amended by an increase of $306,480 totaling $1,306,480. Of this new contracted amount totaling $1,306,480, payments made to ChinAmerica Andy Movie Entertainment Media Company by Zhong Mei An Di Yin Shi Wen Hua Chuan Mei Ltd. Co. are to be distributed and treated as follows: $822,500 for consulting services performed and completed in 2014, $483,980 will be held by the Company in escrow as an advance deposit for consulting work to be performed in 2016.

2. Continued Effect of the Agreement.

All provisions of the Agreement, except as modified by this Amendment, shall remain in full force and effect and are reaffirmed. Other than as stated in this Amendment, this Amendment shall not operate as a waiver of any condition or obligation imposed on the Parties under the Agreement

3. Interpretation of the Amendment.

In the event of any conflict, inconsistency, or incongruity between any provision of this Amendment and any provision of the Agreement, the provisions of this Amendment shall govern and control.

a. Counterparts.

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. An e-mailed ".pdf" data file copy of an original written signature shall be deemed to have the same effect as an original written signature.

IN WITNESS WHEREOF, the Parties hereby ratify, approve, accept, confirm and consent to this Amendment and have executed this Amendment as of the date first set forth above.

ChinAmerica Andy Movie Entertainment Media Company By: /s/ Andy Fan	Zhong Mei An Di Yin Shi Wen Hua Chuan Mei Ltd. Co. By: /s/ Jun Zhang
Andy Fan, President	Jun Zhang, Legal Representative

EX-31

EXHIBIT 31

CERTIFICATION PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andy Z. Fan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ChinAmerica Andy Movie Entertainment Media Co;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.    

Date:  November 23, 2015	/s/ Andy Z. Fan
	Andy Z. Fan
	Principal Executive Officer
	Principal Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of ChinAmerica Andy Movie Entertainment Media Co., (the “Company”) on Form 10-Q for the nine month period ended September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andy Z. Fan, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Andy Z. Fan

Name:  Andy Z. Fan

Title:    Chief Executive Officer

             Chief Financial Officer

Date:    November 23, 2015