SecProbe.io

July 20, 2011
 Via E-Mail

Richard MacPherson President China Youth Media, Inc. 3301 30th Avenue S Grand Forks, North Dakota 58201-6009
Re: China Youth Media, Inc.
 Form 8-K
Filed June 27, 2011 File No.  000-33067

Dear Mr. MacPherson:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            1. Given the disclosure in your Form 10-Q for the period ended Ma rch 31, 2011 regarding
your assets and operations and th e agreement with an unrelated third party to assist in
effecting a reverse merger, it appears this  Form 8-K should include the disclosures
required by Items 2.01(f), 5.01(a)(8) and 5.06 of th at form.  Please revise accordingly.
 Item 1.01.  Entry into a Material Definitive Agreement

 2. Please clarify when you intend to file the am endment to your articles mentioned here.
 Item 1.02 Termination of a Material Definitive Agreement, page 3

 3. Please clarify the nature and am ount of “consideration Jay Rifk in is receiving pursuant to
the Merger Agreement and related documents.”  Also tell us to what “related documents”
you are referring and what provisions of those documents and the Merger Agreement
provide for the payment of consideration.

Richard MacPherson China Youth Media, Inc. July 20, 2011  Page 2

 Item 2.01  Completion of Acquisition of Disposition of Assets

4. We refer to your disclosure indicating that as  of the closing of the reverse merger, you
liquidated the subsidiaries and dissolved the corp orate entities.  Please tell us the specifics
and timing for this transaction, whether there was any operations or a ssets at the time of
the liquidation and clarify your accounting tr eatment. Tell us your consideration of
providing pro forma information for this tr ansaction. Please refer to the guidance in
Article 11 of Regulation S-X.  Please also provide us your analys is as to whether
stockholder approval was or is  required under your governin g documents and laws of
your jurisdiction of incorporation.
 Item 3.02 Unregistered Sales of Equity Securities, page 3

5. Please revise to provide the dates of the sales discussed and to state briefly the facts relied
upon to make the exemption available.  S ee Item 701(a) and (d) of Regulation S-K.

Item 5.01 Changes in Control of Registrant, page 5
 6. Please revise to identify the natural persons who exercise voting and/ or investment power
over the securities beneficially owned by StratTech Solutions, LLC, Clayton Park
Medical Clinic, Granville Developmen ts Corporation and Adnant, LLC.

7. It appears from your disclosure th at Jay Rifkin will continue as  a director after the merger
and that John Norris was appoi nted as your chief executive officer.  Therefore, please
revise to include these persons in the table.  Please also revi se to include a separate line
for all executive officers a nd directors as a group.

8. Your disclosure appears limited to beneficial  ownership of preferred shares before and
after those shares convert to common shares.  Please also address be neficial ownership of
common stock that is cu rrently outstanding.
 Item 5.02 Departure of Directors or Principal Officers…, page 5

9. Please clarify the nature of the “various technologies” mentioned in your disclosure
regarding Mr. MacPherson’s busin ess experience.  Also clarif y the nature of the business
engaged in by Pantellic Corporation.
10. Please revise to clarify Mr. Norris’ busine ss experience from April 1, 2010 until June 21,
2011.  Also clarify the business engaged in by ea ch entity mentioned in your disclosure
regarding his busin ess experience.

Richard MacPherson China Youth Media, Inc. July 20, 2011  Page 3

 Exhibit 10.1

 11. Please ensure that the document you file as Exhibit 10.1 is complete.  We note that this
exhibit is currently missing multiple attachme nts, including the Disclosure Schedule to
which you refer.
 Exhibit 99.1

 Notes to the Financial Statements

 Note 2. Recoverability of Long-Live d and Intangible Assets, page F-7

 12. We refer to your disclosure that your ev aluation is based on estimates of future
discounted cash flows and the ultimate disposition of the assets.  Given your limited operations, please tell us why you believe this model is the mo st appropriate and disclose
how you weighted the results of  the approaches (i.e. inco me approach compared to
market approach).
 Note 7.  License, page F-11

13. We refer to your disclosure that you evaluated the capitalized license costs’ recoverability
based on the results of future undiscounted cash flows.  Please reconcile this statement to
your methodology disclosed in Note 2 which indi cates you also consider the value of the
ultimate disposition of the asset.
14. Further, please provide the following:
 Clarify the nature of the key assumptions  for the individual m odels, including how
those key assumptions were determined.
 Provide a discussion of the degree of uncertainty associated with the key
assumptions.
 Describe potential events a nd/or changes in circumstances  that could reasonably be
expected to negatively aff ect the key assumptions.
 15. Please also tell us in greater detail ho w you determined the undiscounted cash flows
exceeded the fair value of the licenses and your  basis for your projected cash flows.
 Exhibit 99.2

 Statements of Operations, page F-2

 16. We see you recorded license maintenance fees of $325,000 for the three months ended
March 31, 2011.  Tell us how this reconciles to the payment schedule described in Note
5.

Richard MacPherson China Youth Media, Inc. July 20, 2011  Page 4

 Statements of Cash Flows, page F-3

 17. We refer to the disclosure at the botto m of the page indicating you acquired $986,182 of
equipment in exchange for a note payable,  as well as $44,805 of equipment paid by a
related party.  Please tell us  the type of equipment obtaine d and whether you obtained the
equipment from a related party.  To the extent  you obtained the equipment from a related
party, please tell us how the value assigne d to the equipment was determined.

18. We see the merger will be treated as a recapita lization of China Youth Media, Inc.  Please
tell us how you intend to retroactively a pply the recapitalizati on in the financial
statements presented in future filings.  Pl ease explain the basis in U.S. GAAP for your
view.    We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Leigh Ann Schultz at (202)  551-3628 or Brian Cascio at (202) 551-
3676 if you have questions regarding comments on th e financial statements and related matters.
Please contact Allicia Lam at (202) 551-3314 or Geoffrey Kruczek at (202) 551-3641 with any
other questions.
Sincerely,
   /s/ Geoffrey Kruczek for
Amanda Ravitz Assistant Director
 CC (by e-mail): Brian A. Lebrecht,  Esq. – The Lebrecht Group, APLC