SecProbe.io

September 9, 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
Amended August 10, 2011
  Form 10-Q for the quarterly period ending June 30, 2011
Filed August 22, 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. It is unclear from your response to prior co mment 1 how the factors you cite support your
determination that no disclosures were requi red pursuant to Items 2.01(f), 5.01(a)(8) and
5.06 of Form 8-K:

 While your financial statements for th e quarter ended March 31, 2011 may reveal
property and equipment, it is unclear how you determined that those assets, and your
total assets, are not nominal.  In this regar d, we note it appears that more than half
your assets as of that period relate to amounts loaned to you by the third party who
was hired to assist you effect a reverse merger transaction;

 You state you were an “operating compa ny” and that you had revenues and operating
expenses during the period ended March 31, 2011.  Yet given the amounts of those
financial line items and nature and extent  of your operations, as set forth in your

Richard MacPherson China Youth Media, Inc. September 9, 2011 Page 2

 disclosure, it is unclear how you determined  your operations were not nominal.  We
note, for example, your disclosure on page s 3-4 of your most recent annual report on
Form 10-K and page 16 of your Form 10-Q for the period ended March 31, 2011
regarding “Termination Agreements” and substantial reduction in operations and
termination of employees.  Given these a nd your other disclosures, along with your
disclosure regarding the agreement with an unrelated third party, it continues to
appear that your operations  were nominal; and

 Clarify what you mean by “continued to operate” four subsidiaries.

Please revise accordingly.  Please also provide us with a copy of the agreement with the
third party to assist in eff ecting a reverse merger.
 Introductory Statement

 2. You should not imply that the staff comment process involved your receipt of comments
from the Commission itself or that the Comm ission otherwise reviewed your document.
Please revise accordingly.
 Item 1.01  Entry Into a Material Definitive Agreement

3. Please revise to clarify the “consulting serv ices” rendered under the Business Consulting
Agreement.
Item 2.01  Completion of Acquisition of Disposition of Assets

4. We refer to your response to comment 4 indicating you anticipate spinning off or
liquidating all of the former China Youth Medi a, Inc. subsidiaries. Please tell us how you
intend to effect the disposition and when  you expect this to be completed.
 Item 3.02 Unregistered Sales of Equity Securities

 5. Please expand your revisions in response to pr ior comment 5 to clarify how the former
Midwest shareholders “were familiar with [y]our operations” and the number of shareholders to whom you issued shares.
Item 5.01 Changes in Control of Registrant

 6. We note your response to prior comment 7.  Given the last sent ence of note 9 and
disclosure regarding the term s of the “Voting Agreement,” it appears Mr. Rifkin has or
shares voting power over the shares held by Nova Scotia Limited.  Please revise your
table accordingly.

Richard MacPherson China Youth Media, Inc. September 9, 2011 Page 3

 Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
 7. We note your response to our prior comment  9 and your revised disclosure.  Please
clarify what you mean by “various combinati ons of chemical formulations used during
the tests in which they were involved.”
 Exhibit 10.1

 8. Please expand your response to prior comment  11 to clarify the significance of the
provision you cite in the first paragraph given that the agreement appears to have been
filed pursuant to Regulation S-K Item 601(b)(10) .  In any event, please provide us with
copies of all omitted attachments, including the Disclosure Schedule to which you refer and Exhibits mentioned in Section 11.11.

Exhibit 99.3

 Pro Forma Financial Information, page 1

 9. If it is determined that China Youth Medi a was not a shell in response to comment 1
above and the transaction qualifie s to be recorded as a revers e merger, please address the
following:

 Revise to clarify the accounting for the re verse merger transac tion and tell us how
you considered the guidance in FASB ASC 805-20   In addition, tell us how you considered whether the planne d spin-off or dissolution should be reflected in the pro
forma information.
 Further, clarify the periods for which you have provided pro forma information and
tell us the reason that you have not provi ded pro forma information for the periods
required by Rule 8-05 of Regulation S-X.

 Tell us why you have not provided earnings per share information in your pro forma
statement of operations.  Refer to FASB ASC 80 5-40-45-3 to 45-5.

Form 10-Q for the quarterly period ending June 30, 2011

 Consolidated Balance Sheets, page 3

 10. Please revise each of the financial statements  presented on pages 3 to 5 to indicate the
interim periods are unaudited.
 Management’s Discussion and Analysis…, page 16

Richard MacPherson China Youth Media, Inc. September 9, 2011 Page 4

 11. Please tell us whether you exp ect to have any continuing in volvement in the discontinued
operations.  Refer to FASB ASC 205-20-5-6.

Results of Operations, page 18

 12. For each financial line item discussed in your qu arterly filings for periods other than first
quarter Form 10-Qs, please revi se to include a discussion of both the current quarter
results compared to the same quarter the prio r year, as well as the current year to date
results compared to the same period the prior year.  In that regard, we note that this
discussion is omitted from your discussion of operating expenses, and cost of sales.

Operating expenses, page 18

 13. We see you indicated operating expenses were $1,160,000 for the quarter ended June 30,
2010.  Please tell us why this is not $26,167 as indicated in your statement of operations
on page 4.
 14. We reference your discussion of changes from prior periods related to license
maintenance fees, research and development expenses and stock based compensation.  Please revise to discuss and quantify all materi al factors that contri buted to significant
changes.

Liquidity and Capital Resources, page 19

 15. Please tell us your anticipated cash requi rements over the next 12 months.  See FRC
607.02.

16. We refer to your disclosure on page 20 descri bing your operating activit ies.  Please revise
to discuss the year to date period ra ther than the current quarter.

Exhibits 31.1 and 31.2

 17. We note the identification of the certifying i ndividual at the beginning of the certification
required by Exchange Act Rule 13a-14(a) al so includes the titl e of the certifying
individual.  In future filings , the identification of the ce rtifying individual at the
beginning of the certification shoul d be revised so as not to incl ude the individua l’s title.

18.  In future filings, please update th e following certifica tion disclosures:

 In paragraph 4(a), after the phrase “relating to the regist rant”, insert the phrase
“including its consolidated subsidiaries”;
 In paragraph 4(a), after the phrase “is made known to us by others”, insert the phrase
“within those entities”; and

Richard MacPherson China Youth Media, Inc. September 9, 2011 Page 5

  In paragraph 4(c), change the phrase “disclos ure controls” to “disclosure controls and
procedures”.

 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