SecProbe.io

CORRESP
 1
 filename1.htm

 February 12, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Birchtech Corp. (CIK: 0000728385)

 Registration Statement No. 333-292701 on Form S-1, as amended (the "Registration Statement")

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act" ),
Lake Street Capital Markets, LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m. Eastern Time, February 17, 2026, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Securities Act,
please be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution.

 The undersigned has complied and will comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 By:
 LAKE STREET CAPITAL MARKETS, LLC

 By:
 /s/ Michael Townley

 Name: Michael Townley

 Title: Head of Investment Banking

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 BIRCHTECH CORP.

 1810 Jester Drive

 Corsicana, Texas 75109

 February 12, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jane Park

 Re: Birchtech Corp.

 Registration Statement on Form S-1, as
amended

 Originally Filed January 13, 2026

 File No. 333-292701

 Ladies and Gentlemen:

 Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), Birchtech Corp. (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 p.m., Eastern Standard Time, on Tuesday, February 17, 2026, or as soon thereafter as possible. In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 Please notify Alexander M.
Schwartz of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (312) 499-6369 as soon as possible as to the time
the registration statement has been declared effective pursuant to this acceleration request.

 Very truly yours,

 BIRCHTECH CORP.

 By:
 /s/ Richard MacPherson

 Name:
 Richard MacPherson

 Title:
 President, Chief Executive Officer, Secretary and Chairman

 cc: Alexander M. Schwartz , Sheppard, Mullin, Richter & Hampton
LLP

CORRESP
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 filename1.htm

 February 12, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Birchtech Corp.

 Registration Statement on Form S-1, as
amended

 File No. 333-292701

 Withdrawal of Acceleration Request

 Ladies and Gentlemen:

 Reference is made to our letter,
filed as correspondence via EDGAR on February 9, 2026, in which we requested the acceleration of the effective time of the above-referenced
registration statement on Form S-1, as amended (the " Registration Statement "), for February 11, 2026, at 4:00 p.m.
Eastern Time, or as soon thereafter as practicable in accordance with Rule 461 under the Securities Act of 1933, as amended,

 We are no longer requesting
that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the
effective time.

 Please direct any questions
or comments concerning this request to Angela Gomes of Sullivan & Worcester LLP, counsel to Lake Street Capital Markets, LLC, at +1
(617) 338-2957.

 [Signature Page to Follow]

 Very truly yours,

 LAKE STREET CAPITAL MARKETS, LLC

 on behalf of itself and as representative of the Underwriters

 By:
 /s/ Michael Townley

 Name: Michael Townley

 Title: Head of Investment Banking

 [Signature Page to Withdrawal of Acceleration
Request]

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 BIRCHTECH CORP.

 1810 Jester Drive

 Corsicana, Texas 75109

 February 12, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jane Park

 Re: Birchtech Corp.

 Registration Statement on Form S-1, as
amended

 Originally Filed January 13, 2026

 File No. 333-292701

 Withdrawal of Acceleration Request

 Ladies and Gentlemen:

 Reference is made to our letter,
filed as correspondence via EDGAR on February 9, 2026, in which we requested the acceleration of the effective time of the above-referenced
registration statement on Form S-1, as amended (the "Registration Statement"), for February 11, 2026, at 4:00 p.m. Eastern
Time, or as soon thereafter as practicable in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer
requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of
the effective time.

 Please direct any questions
or comments concerning this request to Alexander M. Schwartz of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at
(312) 499-6369.

 Very truly yours,

 BIRCHTECH CORP.

 By:
 /s/ Richard MacPherson

 Name:
 Richard MacPherson

 Title:
 President, Chief Executive Officer, Secretary and Chairman

 cc: Alexander M. Schwartz , Sheppard, Mullin, Richter & Hampton
LLP

CORRESP
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 BIRCHTECH CORP.

 1810 Jester Drive

 Corsicana, Texas 75109

 February 9, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jane Park

 Re: Birchtech Corp.

 Registration Statement on Form S-1, as
amended

 Originally Filed January 13, 2026

 File No. 333-292701

 Ladies and Gentlemen:

 Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), Birchtech Corp. (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 p.m., Eastern Standard Time, on Wednesday, February 11, 2026, or as soon thereafter as possible. In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 Please notify Alexander M.
Schwartz of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (312) 499-6369 as soon as possible as to the time
the registration statement has been declared effective pursuant to this acceleration request.

 Very truly yours,

 BIRCHTECH CORP.

 By:
 /s/ Richard MacPherson

 Name:
 Richard MacPherson

 Title:
 President, Chief Executive Officer, Secretary and Chairman

 cc: Alexander M. Schwartz , Sheppard, Mullin, Richter & Hampton
LLP

CORRESP
 1
 filename1.htm

 February 9, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Birchtech Corp. (CIK: 0000728385)

 Registration Statement No. 333-292701 on Form S-1, as amended (the "Registration Statement")

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act" ),
Lake Street Capital Markets, LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m. Eastern Time, February 11, 2026, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Securities Act,
please be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution.

 The undersigned has complied and will comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 By:
 LAKE STREET CAPITAL MARKETS, LLC

 By:
 /s/ Michael Townley

 Name: Michael Townley

 Title: Head of Investment Banking

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meec_corresp.htmMIDWEST ENERGY EMISSIONS CORP.

670 D Enterprise Drive

Lewis Center, Ohio 43035

January 6, 2017

VIA EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re: Midwest Energy Emissions Corp.

 Registration Statement on Form S-1

Filed December 23, 2016

File No. 333-215307

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Midwest Energy Emissions Corp. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on January 10, 2017, or as soon thereafter as possible.

The Company hereby acknowledges the following:

     · that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

  · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

  · the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

  MIDWEST ENERGY EMISSIONS CORP.

 By /s/ Richard MacPherson

 Richard MacPherson   Chief Executive Officer

Mail Stop 3030
January 6, 2017

Via E -mail
Richard MacPherson
Chief Executive Officer
Midwest Energy Emissions Corp.
670 D Enterprise Drive
Lewis Center, Ohio 43035

Re: Midwest Energy Emissions Corp.
Registration Statement on Form S-1
Filed December 23, 2016
 File No. 333 -215307

Dear M r. MacPherson :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc: David M. Kaye, Esq.

Mail Stop 3030

November 19 , 2015

Via E -mail
Mr. Richard H. Gross
Chief Financial  Officer
Midwest Energy Emissions Corp.
670 D Enterprise Drive
Lewis Center, OH   43035

 Re: Midwest Energy Emissions Corp.
  Form 10-K for the Year Ended December 31, 201 4
Filed March 20, 201 5
File No. 0 -33067

Dear M r. Gross :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securiti es laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules requir e.

Sincerely,

        /s/ Kevin Kuhar

Kevin Kuhar
Accounting Branch Chief
Office of Electronics and Machinery

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 meec_corresp.htm MIDWEST ENERGY EMISSIONS CORP.

670 D Enterprise Drive

Lewis Center, Ohio 43035

VIA EDGAR

November 6, 2015

Kevin Kuhar

Accounting Branch Chief

Office of Electronics and Machinery

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:  Midwest Energy Emissions Corp.

 Form 10-K for the year ended December 31, 2014

Filed March 20, 2015

File No. 000-33067

Dear Mr. Kuhar:

This letter is in response to the comments contained in the Staff's letter dated October 30, 2015 to Midwest Energy Emissions Corp. (the "Company"). References in this letter to "we", "our" or "us" refer to the Company.

We have provided the Staff's comments below followed by our response.

Form 10-K for the Year Ended December 31, 2014

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 14

Results of Operations, page 15

    1.  We note the significant increase in revenues during 2014. While we note the disclosures included in the financial statements at page 31, please revise this section in future filings to include a robust discussion of the reasons for the changes in your revenues. Please refer to Item 303(a)(3) and Instruction 4 to Item 303(a) of Regulation S-K.

COMPANY RESPONSE: This section will be revised appropriately in future filings to include a robust discussion of the reasons for the changes in our revenues.

Page 2

Consolidated Statements of Operations, page 24

    2.  We note that you are presenting stock compensation in a separate line item on the face of your statements of operations. Please revise the statements in future filings to present the expense related to share-based payment arrangements in the same line or lines as cash compensation paid to the same employees. Refer to our guidance provided in SAB Topic 14F.

COMPANY RESPONSE: The statements of operations will be revised appropriately in future filings to present the expense related to share-based payment arrangements in the same line or lines as cash compensation paid to the same employees.

Exhibits 32.1 and 32.2

    3.  We note that your certifications refer to the Form 10-K for the period ended December 31, 2013. Please file an amendment to your Form 10-K that includes the entire filing, including Exhibit 31 certifications, together with corrected Exhibit 32 certifications that refer to the Form 10-K for the period ended December 31, 2014.

COMPANY RESPONSE: Concurrently with this letter, the Company is filing Amendment No. 1 to its Annual Report on Form 10-K originally filed on March 20, 2015. Such Amendment includes the entire filing, including Exhibit 31 certifications, together with corrected Exhibit 32 certifications that refer to the Form 10-K for the period ended December 31, 2014.

The Company hereby acknowledges the following: (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your attention to this matter. Kindly direct any further questions or requests for clarification of matters addressed in this letter to the undersigned, or to David M. Kaye, Esq. of Kaye Cooper Kay & Rosenberg, LLP at (973) 443-0670.

Very truly yours,

MIDWEST ENERGY EMISSIONS CORP.

/s/ Richard H. Gross

Richard H. Gross

Chief Financial Officer

Mail Stop 3030
October  30, 2015

Via E -mail
Mr. Richard H. Gross
Chief Financial  Officer
Midwest Energy Emissions Corp.
670 D Enterprise Drive
Lewis Center, OH   43035

 Re: Midwest Energy Emissions Corp.
  Form 10-K for the Year Ended December 31, 201 4
Filed March 20, 201 5
File No. 000-33067

Dear M r. Gross :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
14

Results of Operations, page 15

1. We note the significant increase in revenues during 2014.  While we note the di sclosures
included in the financial statements at page 31, please revise this section in future filings
to include a robust discussion of the reasons for the changes in your revenues.  Please
refer to Item 303(a)(3) and Instruction 4 to Item 303(a) of Regu lation S -K.

Mr. Richard H. Gross
Midwest Energy Emissions Corp.
October 30, 2015
Page 2

 Consolidated Statements of Operations, page 24

2. We note that you are presenting stock compensation in a separate line item on the face of
your statements of operations.  Please revise the statement s in future filings to present the
expense related to share -based payment arrangements in the same line or lines as cash
compensation paid to the same employees.  Refer to our guidance provided in SAB Topic
14F.

Exhibits 32.1 and 32.2

3. We note that your ce rtifications refer to the Form 10 -K for the period ended December
31, 2013.  Please file an amendment  to your Form 10 -K that includes  the entire filing,
including Exhibit 31 certifications, together with corrected Exhibit 32 certification s that
refer to th e Form 10 -K for the period ended December 31, 2014 .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all ap plicable Exchange Act rules require.   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 com ments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclos e
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 federal securities laws of the United States.

You may contact David Burton at (202) 551 -3626  or Lynn Dicker, Senior Accountant , at
(202) 551 -3616 with any questions .  You may also reach  me at (202) 551 -3662.

Sincerely,

 /s/ Lynn Dicker for

Kevin Kuhar
Accounting Branch Chief
Office of Electronics and Machinery

December 27 , 2012

Via E -mail
Mr. Johnny F. Norris, Jr.
Chief Executive Officer
Midwest Energy Emissions Corp.
500 West Wilson Bridge Road, Suite 140
Worthington, Ohio  43085

 Re: Midwest Energy Emissions Corp.
  Form 10-K for the Fiscal Year Ended  December 31, 2011
Filed  April 12, 2012
  File No.  0-33067

Dear Mr.  Norris :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable  rules require.

        Sincerely,

        /s/ Martin James

        Martin James
        Senior Assistant Chief Accountant

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December 21, 2012

BY EDGAR  - Confidential Correspondence

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549

Attention:
Martin James

Senior Assistant Chief Accountant

Re:
Midwest Energy Emissions Corp

Form 10-K for the fiscal year ended December 31, 2011

Filed April 12, 2012

File No. 0-33067

Dear Mr. James:

On behalf of Midwest Energy Emissions Corp (the “Company”) this letter responds to the Staff’s comment letter dated December 14, 2012 regarding the Company’s above-referenced Form 10-K (the “2011 From 10-K”).  The comment you provided is repeated in italics below.  The Company’s response is provided after the comment.

Comment:

Form 10-K for the Fiscal Year Ended December 31, 2011

Item 8.Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm, page 20

1.

Please amend to include a report from your auditors that covers the consolidated statements of operations, stockholders’ deficit, and cash flows for the period from inception through December 31, 2011.

Response:

Today, December 21, 2012, the Company filed an amendment to the 2011 Form 10-K in response to the staff’s comment.  The amended 2011 Form 10-K includes a revised report from the Company’s auditor that covers the consolidated statements of operations, stockholders’ deficit, and cash flows for the period from inception through December 31, 2011.

500 W Wilson Bridge Road, Ste 140, Worthington , OH 43085

Phone: 614-505-6115 ~ Fax 614-505-7377

1

The Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

We look forward to the staff’s response to the foregoing.  Please do not hesitate to contact me at 614.505.6115 with any questions or to discuss this letter.

Sincerely,

/s/ Richard H. Gross

Richard H. Gross

Vice President and Chief Financial Officer

(Principal Financial Officer)

500 W Wilson Bridge Road, Ste 140, Worthington , OH 43085

Phone: 614-505-6115 ~ Fax 614-505-7377

2

December 14, 2012

Via E -mail
Mr. John  F. Norris, Jr.
Chief Executive Officer
Midwest Energy Emissions Corp.
500 West Wilson Bridge Road, Suite 140
Worthington, Ohio  43085

 Re: Midwest Energy Emissions Corp.
  Form 10-K for the Fiscal Year Ended  December 31, 2011
Filed  April 12, 2012
  File No.  0-33067

Dear Mr.  Norris :

We have reviewed your filing  and have the following comment.   We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  In some of our comments, we may ask you to
provide us with information so we may better unders tand your disclosure.

Please respond to this letter within ten business days  by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.  If you do not believe our comment appl ies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to th is comment, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Item 8.  Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm, page 20

1. Please amend to include a report from your auditors that covers the consolidated
statements of operations, stockholders’ deficit, and cash flows for the period from
inception through December 31, 2011.

Mr. Johnny F. Norris, Jr.
Midwest Energy Emissions Corp.
December 14, 2012
Page 2

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing i ncludes the information the Securities Exchange Act of
1934 and  all applicable Exchange Act rules require .  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 ad equacy of the disclosures they have made.

 In responding to our comment, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 perso n under the federal securities laws of the United States.

You may contact Gary Newberry, Staff Accountant, at (202) 551 -3761 or Kate Tillan ,
Assistant Chief  Accountant, at (202) 551 -3604 if you have questions regarding th is comment.  In
this regard, do not hesitate to contact me at (202) 551 -3671.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant

February 16, 2012
 Via E-Mail

John F. Norris, Jr. Chief Executive Officer China Youth Media, Inc. n/k/a Midwest Energy Emissions Corp. 500 West Wilson Brid ge Road, Suite 140
Worthington, Ohio 43085
Re: China Youth Media, Inc.
n/k/a Midwest Energy Emissions Corp.
  Form 8-K   Filed June 27, 2011   File No. 000-33067

Dear Mr. Norris:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Geoffrey Kruczek for
Amanda Ravitz Assistant Director
cc (by e-mail):  David M. Kaye., Esq.  Kaye Cooper Fiore Kay & Rosenberg, LLP

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KAYE COOPER FIORE KAY & ROSENBERG, LLP

ATTORNEYS AT LAW

30A VREELAND ROAD, SUITE 230

FLORHAM PARK, NEW JERSEY 07932

TELEPHONE (973) 443-0600

FACSIMILE (973) 443-0609

E-MAIL dmkaye@kcfkr.com

DAVID M. KAYE
Direct Dial

Admitted in NJ and NY
(973) 443-0670

February 8, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attn: Allicia Lam

Re:

China Youth Media, Inc.

n/k/a Midwest Energy Emissions Corp.

Amendment No. 3 to Form 8-K

Filed January 20, 2012

File No. 000-33067

Dear Mr. Kruczek:

On behalf of China Youth Media, Inc., now known as Midwest Energy Emissions Corp. (the “Company”), we herein provide the following response to the comment letter dated February 3, 2012 from the Staff of the Commission, regarding the above-listed filing.  We have provided the Staff’s comment in bold and italics followed by the Company’s response.

1.

Although we do not necessarily agree with the analysis or conclusions expressed in your response to prior comment 1, we do not intend to comment further on these issues at this time.  Please refer to the acknowledgements at the end of this letter.

RESPONSE:  This will confirm that the Company understands that although the Staff does not necessarily agree with the analysis or conclusions expressed in the Company’s response to prior comment 1, the Staff does not intend to comment further on these issues at this time.  See the letter attached hereto with respect to the acknowledgements of the Company.

Please do not hesitate to contact me if you have any questions.  Thank you for your time and attention to this matter.

Sincerely,

/s/ David M. Kaye

David M. Kaye

cc:   Midwest Energy Emissions Corp.

1

February 8, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attn: Allicia Lam

Re:

China Youth Media, Inc.

n/k/a Midwest Energy Emissions Corp.

Amendment No. 3 to Form 8-K

Filed January 20, 2012

File No. 000-33067

Dear Mr. Kruczek:

China Youth Media, Inc., now known as Midwest Energy Emissions Corp. (the “Company”) hereby affirms and agrees with the following statements related to the comment response for the above-mentioned filing to be filed with the Commission on or about February 8, 2012:

Company’s Statements

·

The Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Thank you for your time and attention to this matter.

Sincerely,

/s/ John F. Norris, Jr.

John F. Norris, Jr.

Chief Executive Officer

2

February 3, 2012
 Via E-Mail

John F. Norris, Jr. Chief Executive Officer China Youth Media, Inc. n/k/a Midwest Energy Emissions Corp. 500 West Wilson Bridge  Road, Suite 140
Worthington, Ohio 43085
Re: China Youth Media, Inc.
  n/k/a Midwest Energy Emissions Corp.
 Amendment no. 3 to Form 8-K
Filed January 20, 2012
  File No.  000-33067

Dear Mr. Norris:
 We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with informati on 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 comment applies 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. Although we do not necessarily ag ree with the analysis or co nclusions expressed in your
response to prior comment 1, we do not intend to  comment further on these issues at this
time.  Please refer to the acknowledgem ents at the end of this letter.
 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.

John F. Norris, Jr. China Youth Media, Inc. n/k/a Midwest Energy Emissions Corp. February 3, 2012 Page 2

  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):   David M. Kaye., Esq.   Kaye Cooper Fiore Kay & Rosenberg, LLP

CORRESP
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    midwest_corresp.htm

KAYE COOPER FIORE KAY & ROSENBERG, LLP

ATTORNEYS AT LAW

30A VREELAND ROAD, SUITE 230

FLORHAM PARK, NEW JERSEY 07932

TELEPHONE (973) 443-0600

FACSIMILE (973) 443-0609

E-MAIL dmkaye@kcfkr.com

DAVID M. KAYE
Direct Dial

Admitted in NJ and NY
(973) 443-0670

January 20, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attn: Allicia Lam

Re:          China Youth Media, Inc.

n/k/a Midwest Energy Emissions Corp.

Amendment No. 2 to Form Form 8-K

Filed October 5, 2011

File No. 000-33067

Dear Mr. Kruczek:

On behalf of China Youth Media, Inc., now known as Midwest Energy Emissions Corp. (the “Company”), we herein provide the following responses to the comment letter dated November 30, 2011 from the Staff of the Commission, regarding the above-listed Current Report on Form 8-K filed on June 27, 2011, and amended on August 10, 2011 and October 5, 2011.  The factual information provided herein relating to the Company has been made available to us by the Company.  We have provided the Staff’s comments in bold and italics followed by the Company’s response.  Concurrently with this letter, the Company is filing Amendment No. 3 to its Current Report on Form 8-K originally filed on June 27, 2011.

1

1.

It continues to be unclear from your response to prior comment 1 and materials you provided how you determined that your assets and operations were not nominal at least as of March 31, 2011.  In this regard, we note the following:

●

It appears from the materials you provided, the agreement with Latitude 20 and response regarding seeking new lines of business that the assets you held were unrelated to the activities you were conducting.  Therefore, it is unclear how you concluded that those assets were “titular” and “in name only”;

●

Given that many of the materials you provided are not in English, it is unclear what operational activities they are intended to signify.  Please provide us with English language copies of those materials.  In addition, a significant portion of the materials appear to relate to the months before you entered the agreement with Latitude 20.  Given this, it is unclear how they relate to whether you were a shell company as of the date of that agreement;

●

It is unclear from the materials referenced in paragraphs 4 and 5 of your response what operational activities were conducted after March 31, 2011, aside from merely paying salary, rent and insurance and why those activities are not nominal.  In this regard, it appears from such materials that those payments and other payments in April 2011 were funded entirely with the amounts related to your agreement with Latitude 20, and minimal payments were made after that time.  We also note the disclosures in Exhibit 99.3 regarding the extent of your operations.  The payments made appear to include payments to Sabas Cabrillo, who appears to have been a shareholder of Midwest at that time, as indicated by Annex B to Midwest’s disclosure schedule.  It also appears to involve payments to other professionals involved in the transaction of Midwest.  In this regard, please reconcile the $20,000 audit payment with the amount disclosed in your annual report on Form 10-K.

●

We note that the term sheet related to the transaction is dated May 6, 2011.  Please tell us when negotiations related to the transaction commenced.  Include in your response how and when Eastern Sky and/or Latitude 20 “provided introductions,” “facilitated negotiations” and “introduced various professionals.”

RESPONSE:  Rule 12b-2 of the Securities Exchange Act of 1934, as amended, defines a shell company as “a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB, that has (1) no or nominal operations; and (2) either (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.”

While in prior comment response letters the Company has attempted to illustrate that its assets and operations were more-than-nominal, the Company respectfully submits that because of the  “and” after (1) above, a company must have “no or nominal operations” before the analysis even gets to “no or nominal assets” and the other items in (2). In other words, if a company can prove it has more than nominal operations, it cannot be considered a shell company as defined in the Rule 12b-2.

2

As we have also noted in prior comment response letters, in the Commission’s Release No. 33-8587, Use of Form S-8, Form 8-K, and Form 20-F by Shell Companies, effective August 22, 2005, wherein the definition of a shell company was adopted, the Commission declines to define the term “nominal,” stating that “we believe that this term embodies the principle that we seek to apply and is not inappropriately vague or ambiguous.”  The Commission further states, “We believe further specification of the meaning of ‘nominal’ in the definition of ‘shell company’ is unnecessary and would make circumventing the intent of our regulations and the fraudulent misuse of shell companies easier.”

We are attaching a letter addressed to the Commission from Jay Rifkin, who was Chief Executive Officer of China Youth Media, Inc. from September 30, 2005 to June 21, 2011, which was the date of completion of the merger transaction with Midwest Energy Emissions Corp. (“Midwest Energy”).  Mr. Rifkin remains a director of the Company.  He has been a member of the Board of Directors of the Company since March 26, 2006.

In such letter, Mr. Rifkin provides an historical perspective of the Company’s operations, along with a description of the state of affairs of the Company during the latter part of 2010 and first and second quarters of 2011.  As described by Mr. Rifkin, the Company continued to have operating activities in China during the first and second quarters of 2011 which were outside the scope of the Cooperation Agreement and the Joint Venture Agreement.  Such activities primarily consisted of the creation and distribution of sports content to mobile handsets in the People’s Republic of China which activities resulted from a series of agreements described by Mr. Rifkin.  Such activities continued through the beginning of July 2011.  Copies of these agreements are being supplementally provided as an attachment (Exhibits 1-7) to the paper copy of this comment response letter.  (If originally executed in Chinese, we have provided the Chinese version along with the English translation although the English version of Exhibit #1 is not available.)

Admittedly, revenues during this period were minimal.   Between January 1 and June 21, 2011 (the date of closing of the merger transaction with Midwest Energy), the Company achieved sales of $22,000, of which $5,000 of these revenues were generated in the first quarter of 2011 and $17,000 were generated in the second quarter.  However, such level of revenues is not materially less than revenues achieved by the Company in prior periods.  During 2009, the Company had revenues of $7,000 and, during 2010 the Company had revenues of $82,000.  Nevertheless, all of such revenues are indicative of operations. The fact that the Company had only minimal revenues does not mean that it had nominal operations.  As noted above, a shell company is defined in Rule 12b-2 “as a registrant….. that has no or nominal operations….”   The definition does not refer to revenues but simply operations.

In this regard, it should also be noted that the Company only became a China focused youth marketing and media company during 2008.  Its Joint Venture Agreement was only entered into on December 26, 2008.  Accordingly, the Company was effectively a new enterprise subject to all the risks and challenges associated with the operation of a new business, such as but not limited to inexperience, lack of history, difficulty in entering the targeted market place and need for additional capital.  The Commission’s Release No. 33-8869, Revisions to Rule 144 and 145, effective February 15, 2008, which was the adopting release for amendments made to Rule 144 and 145, contains footnote no. 172 which, in addressing certain amendments to Rule 144 as they relate to shell companies, states:  “Contrary to commenters’ concerns, Rule 144(i)(1)(i) is not intended to capture a ‘startup company,’ or, in other words, a company with a limited operating history, in the definition of a reporting or non-reporting shell company, as we believe such a company does not meet the condition of having ‘no or nominal operations.’”  It is respectfully submitted that the Company did fall within this category, namely, a company with a limited operating history.

3

The previously furnished payroll records, individual payment orders and three sets of bank statements for Digicorp (the former corporate name of the Company), Youth Media (Hong Kong) Limited and Youth Media (Beijing) Limited (“YMBJ”) were provided to establish that operations were in fact continuing during 2011 and prior to the merger transaction.  Certainly, activities were limited but more-than-nominal.  For example, the bank statements identified as Item 6 in the November 18, 2011 comment response letter relate to the activity of the Company’s operating subsidiary, YMBJ, and reflect payroll as late as May 24, 2011 and editorial fees paid for review of website content as late as April 7, 2011.

The staff has commented on payments which were made to Sabas Carrillo.  Mr. Carrillo was the controller of the Company and, through other contacts unrelated to the Company, introduced Latitude 20, Inc. to Jay Rifkin, former CEO of the Company.  The Staff has noted that Mr. Carrillo was also a shareholder of Midwest Energy.  During the first and second quarter of 2011, Mr. Carrillo was working part-time for the Company and agreed to provide certain accounting services to Midwest Energy in anticipation of the merger transaction.  Mr. Carrillo was not a shareholder of Midwest Energy prior to such negotiations.  In consideration of such accounting services provided by Mr. Carrillo to Midwest Energy, Mr. Carrillo agreed to accept and was issued shares in Midwest Energy.  Accordingly, such should not be considered as an indication that the Company-Midwest Energy merger transaction was pre-arranged when the agreement was entered into with Latitude 20, Inc. on March 30, 2011.  A term sheet was entered into between the Company and Midwest Energy on May 6, 2011, approximately five weeks later, and a definitive agreement was not signed until June 2011.   Certainly, this is not indicative of an agreement which may have been already arranged.

In addition, the Staff has noted that payments were made to other professionals involved in the transaction with Midwest.  Prior to the merger transaction, our firm provided legal services to the Company.  The Company’s then auditors were retained in 2011 by Midwest Energy (following the introduction of the Company and Midwest Energy) to audit the financial statements of Midwest Energy.  The payments made to such professionals by the Company were for services rendered to the Company unrelated to the merger transaction.  Please note that the audit payment of $20,000 made to the former auditors in 2011 was for work performed in connection with the 2010 audit which services the Company engaged the auditors to perform in 2011.  (This is not inconsistent with the amount disclosed in the 2011 Form 10-K which states audit fees of $40,000 for 2010.  This number relates to the aggregate fees billed in 2010.)

4

As noted in the comment letter, the term sheet related to the transaction was dated May 6, 2011.  Although the parties were introduced to one another in the early part of April 2011, negotiations over the terms and structure of the transaction did not commence until approximately one week prior to the May 6, 2011 term sheet.  During April 2011, the parties engaged in certain due diligence activities of one another in anticipation of structuring a transaction.  As mentioned in the letter from Jay Rifkin, Mr. Rifkin was introduced to Latitude through the Company’s then controller, Sabas Carrillo, during the first quarter of 2011 which resulted in the signing of the Letter Agreement with Latitude on March 30, 2011.   As mentioned by Mr. Rifkin, at the time the Letter Agreement was signed with Latitude, Latitude did indicate that Midwest Energy was seeking to complete a reverse merger transaction.  Eastern Sky then made the introduction between Richard MacPherson (then CEO of Midwest Energy) and Jay Rifkin, and recommended that Midwest Energy use the services of Sabas Carrillo to assist in assembling and preparing the financial information which would be necessary to complete the transaction, and recommended through the suggestion of Mr. Carrillo that Midwest Energy retain the services of the Company’s auditors to audit the financial statements of Midwest Energy.  During April 2011, Eastern Sky assisted Midwest Energy in assembling certain information for the Company’s due diligence review and recommended a law firm to advise Midwest Energy with regard to the reverse merger process.

Based on the foregoing, it is respectfully submitted that the Company’s operations were not nominal prior to the merger transaction and that the information described above is indicative of operating activities during the first and second quarters of 2011 and not indicative of a “shell company”.

Exhibit 2.1

2.

We note your response to prior comment 3; however, it appears you have not provided all attachments to the merger agreement.  For example, we note the CHYU Disclosure Statement mentioned in Section 11.11 of this agreement.  It also appears you have not yet filed or provided the agreement with Latitude 20.  Therefore, we reissue prior comment 3.  In addition, please tell us where you have filed each of the “material contracts” listed in Annex B of Midwest’s Disclosure Schedule.

RESPONSE:  The Disclosure Schedules were provided supplementally as an attachment to the prior comment response letter.  For your convenience, we are attaching another set of the Disclosure Schedules to the paper copy of this correspondence response which schedules represent all of the attachments to the merger agreement.  A copy of the letter agreement dated March 29, 2011 by and between the Company and Latitude 20, Inc. has been added to the Form 8-K/A as Exhibit 10.7 being filed concurrently with this comment response letter.  Other than Item #21, none of the material contracts listed in Annex B of the Midwest Disclosure Schedule have been filed with the Commission.  Prior to the filing of the Company’s Form 10-K for the year ended December 31, 2011, the Company will evaluate the materiality of such agreements pursuant to the requirements of Item 601 of Regulation S-K and file such agreements deemed to be material in accordance therewith.

5

Company Statements

·

The Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

The letter attached hereto indicates the Company’s agreement and affirmation of the above “Company Statements.”

Please do not hesitate to contact me if you have any questions.  Thank you for your time and attention to this matter.

Sincerely,

/s/ David M. Kaye

David M. Kaye

cc:   Midwest Energy Emissions Corp.

6

January 20, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.

November 30, 2011
 Via E-Mail

Richard MacPherson President China Youth Media, Inc. n/k/a Midwest Energy Emissions Corp. 500 West Wilson Bridge  Road, Suite 140
Worthington, Ohio 43085
Re: China Youth Media, Inc.
  n/k/a Midwest Energy Emissions Corp.
 Amendment no. 2 to Form 8-K
Filed October 5, 2011
  File No.  000-33067

Dear Mr. MacPherson:
 We have reviewed your response letter da ted November 18, 2011 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 continues to be unclear from your re sponse to prior comment 1 and materials you
provided how you determined that your assets an d operations were not nominal at least as
of March 31, 2011.  In this re gard, we note the following:

 It appears from the materials you provide d, the agreement with Latitude 20 and
response regarding seeking new lines of business that the assets you held were
unrelated to the activities you were conduc ting.  Therefore, it is unclear how you
concluded that those assets were  “titular” and “in name only”;

 Given that many of the materials you provi ded are not in English, it is unclear
what operational activities they are intende d to signify.  Pleas e provide us with
English language copies of those material s.  In addition, a si gnificant portion of
the materials appear to relate to the m onths before you entered the agreement with

Richard MacPherson China Youth Media, Inc. n/k/a Midwest Energy Emissions Corp. November 30, 2011 Page 2

 Latitude 20.  Given this, it is unclear how they relate to whether you were a shell
company as of the date of that agreement;
 It is unclear from the materials referen ced in paragraphs 4 and 5 of your response
what operational activities were con ducted after March 31, 2011, aside from
merely paying salary, rent and insurance a nd why those activities are not nominal.
In this regard, it appears from such materials that those payments and other
payments in April 2011 were funded entire ly with the amounts related to your
agreement with Latitude 20, and minimal pa yments were made after that time.
We also note the disclosures in Exhi bit 99.3 regarding the extent of your
operations.  The payments made appear to  include payments to Sabas Cabrillo,
who appears to have been a shareholder of  Midwest at that time, as indicated by
Annex B to Midwest’s disclosure schedule.  It also appears to involve payments
to other professionals involve d in the transaction with Midwest.  In this regard,
please reconcile the $20,000 audit payment with the amount disclosed in your
annual report on Form 10-K.
 We note that the term sheet related to the transaction is dated May 6, 2011.
Please tell us when negotiations related to  the transaction commenced.  Include in
your response how and when Easter n Sky and/or Latitude 20 “provided
introductions,” “facilitated negotiations” a nd “introduced various professionals.”

Exhibit 2.1

 2. We note your response to prior comment 3; how ever, it appears you ha ve not provided all
attachments to the merger agreement.  For example, we note the CHYU Disclosure
Statement mentioned in Section 11.11 of this ag reement.  It also appears you have not yet
filed or provided the agreement with Latitude  20.  Therefore, we reissue prior comment
3.  In addition, please tell us where you have filed each of the “material contracts” listed
in Annex B of Midwest’ s Disclosure Schedule.
 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;

Richard MacPherson China Youth Media, Inc. n/k/a Midwest Energy Emissions Corp. November 30, 2011 Page 3

  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

CORRESP
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    chyu_corresp.htm

THE LEBRECHT GROUP

 A PROFESSIONAL LAW CORPORATION

Brian A. Lebrecht, Esq.

Craig V. Butler, Esq. *

Admitted only in California*

November 18, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attn: Allicia Lam

    Re:
China Youth Media, Inc.

Amendment No. 2 to Form 8-K

Amended Filed October 5, 2011

Amendment No. 1 to Form 10-Q for the period ended June 30, 2011

Filed October 5, 2011

File No. 000-33067

Dear Mr. Kruczek:

On behalf of China Youth Media, Inc., now known as Midwest Energy Emissions Corp. (the “Company’), we herein provide the following responses to the Commission Staff comment letter dated October 18, 2011, regarding the above-listed (a) Current Report on Form 8-K filed on June 27, 2011, and amended on August 10, 2011 and October 5, 2011, and (b) Quarterly Report on Form 10-Q filed on August 22, 2011 and amended on October 5, 2011.  We have summarized the Staff’s comments in bold and italics followed by the Company’s response.

Please be advised that as disclosed in a Current Report of Form 8-K filed on November 4, 2011, we intend to file a Form 8-K/A in order to restate the financial statements of Midwest included in the Form 8-K filed on June 27, 2011.  Such Form 8-K/A is intended to be filed as soon as possible after the date hereof.  We will also include in such Form 8-K/A the revisions indicated below.

1.           Your response to prior comment 1 states that your operations have been “real” and not “existing in name only.”  Your response further states that the assets you held are “consistent with a media and advertising company.”  However, given your prior disclosures regarding the impact of the “Termination Agreements” on your operations and subsequently entering into an agreement to assist you in effecting a reverse merger “with an operating business,” it continues to appear that you abandoned your prior business activities and that the assets referenced in your response were unrelated to the activities you were conducting at least as of the date of that agreement.  Therefore, it also continues to appear that your assets and operations were nominal at least as of that date.  Please revise your disclosure accordingly.

IRVINE OFFICE:

9900 RESEARCH DRIVE

SALT LAKE CITY OFFICE:

406 W. SOUTH JORDAN PARKWAY

IRVINE

CALIFORNIA • 92618

(949) 635-1240 • FAX (949) 635-1244

 www.thelebrechtgroup.com

SUITE 160

SOUTH JORDAN

UTAH • 84095

(801) 983-4948 • FAX (801) 983-4958

Allicia Lam

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 18, 2011

Page 2

The Company acknowledges that the Termination Agreements create the appearance that it may have been completely shutting down all operations.  And the Company certainly acknowledges that its operations were reduced at or around that time, primarily as a result of the Termination Agreements, and that it was transitioning and seeking new lines of business (thus the consulting agreement with Latitude 20).  However, the Company is adamant that it did not “abandon” its prior business activities as suggested in your comment above, and that at no time were its assets or operations “nominal” as such term is used in this context.  We further highlight that at all times in question the Company had three different operating subsidiaries in China, and only after the reverse merger was the dissolution of those subsidiaries started.

Admittedly, the Company was struggling financially, and the recession only magnified the Company’s financial troubles as it continued to struggle.  But as you know, the test for shell status centers around operations and assets (not even, necessarily, assets related to its historical business, as you suggest in your comment above).  The Company has provided supported information about its assets in previous comment response letter; notwithstanding, there is ample evidence of more-than-nominal operations as well.

Enclosed with the paper copy of this correspondence response you will find the following:

1.           Payroll records from Beijing Foreign Enterprise Human Resources Service Co., Ltd.  These records are in Chinese, evidencing the Company’s continued operations in China, and while all the details are not ascertainable, it certainly indicates that there was payroll being paid during the applicable time.  Pages 000001-000002.

2.           Payroll summary for 2010, indicating the number of employees and payroll amounts paid to them.  Pages 000003-000006.

3.           Individual payment orders from HSBC Bank, with the amount and the purpose highlighted for your review, indicating payment of payroll, rent, and editorial fees paid for the review of website content.  These are dated from January 2011 through July 2011.  Pages 000007 to 000032.

4.           HSBC Bank statements for Youth Media (Hong Kong) Limited, an operating subsidiary of the Company.  The bank statements, again dated January 2011 through September 2011, confirm activity (although they do not specify the activity, that detail would be in payment orders provided pursuant to number 3, above.)  Pages 000033 to 000052.

5.           HSBC Bank statements for Digicorp, the former corporate name of the Company before the name change to China Youth Media, Inc..  Again, dated from January 2011 through September 2011, these statements show activity to third parties for salary, insurance, rental deposits, etc.  Pages 000053 to 000071.

Allicia Lam

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 18, 2011

Page 3

6.           HSBC Bank statements, in Chinese, for an account overseas, that again shows activity for payroll, insurance, etc.  Pages 000072 to 000081.

Finally, I would like to emphasize that this isn’t the type of company that the Commission intended the public to be protected from when it added Rule 144(i) to define nominal operations or assets.  The Company timely filed a Current Report on Form 8-K, including more information than is technically required by the instructions to Form 8-K, and timely filed pro-forma financial statements in an amendment thereto.  In addition, beginning with the very next reporting period, the Company filed financials reflecting reverse merger accounting treatment of the acquired entity.  The marketplace has full and complete information about the Company, and has all along.

The Company is not aware of any clear guidance as to what constitutes nominal operations or assets.  In our previous comment response, we provided a definition of nominal from Black’s Law Dictionary, which we have restated again below:

titular; existing in name only, not real or substantial; connected with the transaction or proceeding in name only, not in interest, not real or actual; merely named, stated or given, without reference to actual conditions; often with the implication that the thing named is small, slight, or the like, in comparison to what might properly be expected, as scarcely to be entitled to the name; e.g., a nominal price.

While the operations of the Company were certainly in decline, they still existed.  Again, the operating subsidiaries were in China and thus it is difficult to produce common documentation to support them.  The enclosed documentation shows, at a minimum, that they were more than titular, that they existed in more than name only, and that they were real.

Finally, we wish to draw your attention again to the assets of the Company as March 31, 2011.  Computer software and equipment before depreciation was valued at $101,270, which is an increase from December 31, 2010.  The Company is in the digital media business, and computer equipment and software are consistent with its operations in that line of business.

Item 1.01 Entry into a Material Definitive Agreement

2.           Please expand your revisions in response to prior comment 3 to clarify how Eastern Sky facilitated negotiations and assisted professionals.  Also revise to clarify which professionals were introduced by Eastern Sky.

The paragraph restated below will be revised in the Form 8-K/A to specifically identify the individuals that Eastern Sky introduced on behalf of the Company and Midwest, and the professionals that Eastern Sky introduced.  It will also be modified to clarify that Eastern Sky did not represent either party nor negotiate on either parties’ behalf.

Allicia Lam

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 18, 2011

Page 4

Finally, in connection with the transactions contemplated by the Merger Agreement, and pursuant to Midwest’s obligations under a Business Consulting Agreement dated March 18, 2011, we issued 5,000,000 shares of our common stock to Eastern Sky, LLC as compensation for consulting services rendered in connection with the transaction.  These consulting services included facilitating negotiations between the Company and Midwest, specifically providing introductions between Jay Rifkin and Richard MacPherson, and introducing various professionals to the parties, including but not limited to proposed legal counsel for Midwest, and accounting professionals necessary to prepare financial statements for Midwest.  Eastern Sky did not represent either party in the transaction, and did not negotiate on either party’s behalf.

Exhibit 2.1

3.           We note your response to prior comment 8; however, it appears you have not yet provided all attachments to the merger agreement.  Likewise, you have not yet filed the agreement with Latitude 20, contrary to your response to prior comment 1.  Therefore, we reissue the last sentence of prior comments 1 and 8.

The Disclosure Schedule is provided to you supplementally as an attachment to this comment response letter.  It was omitted from the last response in error.

A copy of the Letter Agreement dated March 29, 2011 by and between the Company and Latitude 20, Inc. will be added to the Form 8-K/A as Exhibit 10.7.  It was omitted from the last amendment to the filing in error.

Exhibit 99.3

Pro Forma Financial Information, page 1

4.           We may have further comments on the accounting for the merger under FASB ASC 805 and the related pro forma information under Article 8 of Regulation S-X once our comments regarding whether the legal acquirer is a shell company as defined in Exchange Act Rule 12b-2 are resolved.

Your comment is acknowledged.

Amendment no.  1 to Form 10-Q for the period ended June 30, 2011

Exhibits 31.1 and 31.2

5.           We refer to your response to comment 18.  In future filings, please revise the certifications so that the wording is exactly as specified in Item 601(31) of Regulation SK.  In that regard, in paragraph 4(a), after the phrase “relating to the registrant,” insert the phrase “including its consolidated subsidiaries.”

In future filings, the certifications will be stated as requested.

Allicia Lam

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 18, 2011

Page 5

Company Statements

·

The Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

The letter attached hereto indicates the Company’s agreement and affirmation of the above “Company Statements.”

Please do not hesitate to contact me if you have any questions.  Thank you for your time and attention to this matter.

 Sincerely,

By:

 /s/ Brian A. Lebrecht, Esq.

Brian A. Lebrecht, Esq.

November 18, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attn: Allicia Lam

Re:

China Youth Media, Inc.

Amendment No. 2 to Form 8-K

Amended Filed October 5, 2011

Amendment No. 1 to Form 10-Q for the period ended June 30, 2011

Filed October 5, 2011

File No. 000-33067

Dear Mr. Kruczek:

China Youth Media, Inc., now known as Midwest Energy Emissions Corp. (the “Company”) hereby affirms and agrees with the following statements related to the comment response for the above-mentioned filing to be filed with the Commission on or about November 18, 2011:

Company’s Statements

·

The Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Please do not hesitate to contact me if you have any questions.  Thank you for your time and attention to this matter.

 Sincerely,

By:

/s/ John F. Norris, Jr.

John F. Norris, Jr.

Chief Executive Officer

October 18, 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.
 Amendment no. 2 to Form 8-K
Filed October 5, 2011 Amendment no. 1 to Form 10-Q for the period ended June 30, 2011 Filed October 5, 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. Your response to prior comment 1 states th at your operations have  been “real” and not
“existing in name only.”  Your response fu rther states that the assets you held are
“consistent with a media and advertising company.”  However, given your prior
disclosures regarding the impact of the “Termination Agreements” on your operations
and subsequently entering into an agreement to assist you in effecting a reverse merger
“with an operating business,” it continue s to appear that you abandoned your prior
business activities and that the assets referen ced in your response were unrelated to the
activities you were conducting at l east as of the date of that agreement.  Therefore, it also
continues to appear that your a ssets and operations were nominal at least as of that date.
Please revise your disclosure accordingly.

Richard MacPherson China Youth Media, Inc. October 18, 2011 Page 2

 Item 1.01 Entry into a Material Definitive Agreement

 2. Please expand your revisions in response to pr ior comment 3 to clarify how Eastern Sky
facilitated negotiations and a ssisted professionals.  Also  revise to clarify which
professionals were introduced by Eastern Sky.
 Exhibit 2.1

 3. We note your response to prior comment 8;  however, it appears you have not yet
provided all attachments to th e merger agreement.  Likewise, you have not yet filed the
agreement with Latitude 20, contrary to your response to prior comment 1.   Therefore,
we reissue the last senten ce of prior comments 1 and 8.
 Exhibit 99.3

Pro Forma Financial Information, page 1

4. We may have further comments on the account ing for the merger under FASB ASC 805
and the related pro forma information under Article 8 of Regulation S-X once our comments regarding whether the legal acqui rer is a shell company as defined in
Exchange Act Rule 12b-2 are resolved.

Amendment no. 1 to Form 10-Q fo r the period ended June 30, 2011

Exhibits 31.1 and 31.2

5. We refer to your response to comment 18.  In future filings, please revise the
certifications so that the wording is exactly as specified in Item 601(31) of Regulation S-
K.  In that regard, in paragraph 4(a), after the phrase “relating to the registrant,” insert the
phrase “including its conso lidated subsidiaries.”

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

Richard MacPherson China Youth Media, Inc. October 18, 2011 Page 3

  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

CORRESP
1
filename1.htm

    chyu_corresp.htm

THE LEBRECHT GROUP

A PROFESSIONAL LAW CORPORATION

Brian A. Lebrecht, Esq.

Craig V. Butler, Esq. *

Elliott N. Taylor, Esq.**

Admitted only in California*

Admitted only in Utah**

October 4, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attn: Geoffrey Kruczek

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. Kruczek:

On behalf of China Youth Media, Inc. (the “Company’), we herein provide the following responses to the Commission Staff comment letter dated September 9, 2011, regarding the above-listed (a) Current Report on Form 8-K filed on June 27, 2011, and amended on August 10, 2011,  and (b) Quarterly Report on Form 10-Q filed on August 22, 2011.  We have summarized the Staff’s comments in bold and italics followed by the Company’s response.

1.

It is unclear from your response to prior comment 1 how the factors you cite support your determination that no disclosures were required pursuant to Items 2.01(f), 5.01(a)(8) and 5.06 of Form 8-K:

·

While your financial statements for the 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 regard, 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;

IRVINE OFFICE:

SALT LAKE CITY OFFICE:

9900 RESEARCH DRIVE

406 W. SOUTH JORDAN PARKWAY

IRVINE

SUITE 160

CALIFORNIA • 92618

SOUTH JORDAN

UTAH • 84095

(949) 635-1240 • FAX  (949) 635-1244
www.thelebrechtgroup.com
(801) 983-4948 • FAX  (801) 983-4958

1

Geoffrey Kruczek

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 4, 2011

Page 2

In the Commission’s Release No. 33-8587, Use of Form S-8, Form 8-K, and Form 20-F by Shell Companies, effective August 22, 2005, wherein the definition of a shell company was adopted, the Commission declines to define the term “nominal,” stating that “we believe that this term embodies the principle that we seek to apply and is not inappropriately vague or ambiguous.”  We note that Black’s Law Dictionary defines “nominal” as:

titular; existing in name only, not real or substantial; connected with the transaction or proceeding in name only, not in interest, not real or actual; merely named, stated or given, without reference to actual conditions; often with the implication that the thing named is small, slight, or the like, in comparison to what might properly be expected, as scarcely to be entitled to the name; e.g., a nominal price.

Considering that the Company at the time was and remains a “small business issuer”, the scope of its operations, sales and marketing efforts have been constrained by its capital resources, but at no time did its operational efforts lapse.  Moreover, at no time have such operations been “not real” or existing in name only.”

The Staff’s comment above makes reference to a certain percentage of assets being on “loan” from a third party.  The assets “borrowed” were cash, an asset used by the Company in its operations, and it is worth noting here that the Commission goes on to say about percentages and ratios in its adopting release that “quantitative thresholds would, in this context, present a serious potential problem, as they would be more easily circumvented.”  The Commission’s intent, therefore, in not adopting a quantifiable definition or test for “nominal” is to prevent (or certainly not aid) circumvention of their regulations and the fraudulent
misuse of shell companies.  We respect that intent in our analysis contained herein.

This company is in the business of media and advertising, focused on the Chinese youth market.  The property and equipment as of March 31, 2011, consisted of computer software and equipment valued at over $100,000, and office furniture and equipment valued at almost $8,000 (both before depreciation).  This type of assets is consistent with a media and advertising company.  Therefore, part one of our analysis was to consider whether or not there are any assets other than cash, and if there are, are they consistent with the type of business?  The answer to both questions is yes.

We noted that prepaid office rent was an asset.  A shell wouldn’t normally lease office space, and consistent with needing a place to keep over $100,000 in computer software and equipment, the Company leases an office.

With respect to cash, at March 31, 2011, the Company had over $50,000 in cash.  We noted that not only did the company have cash on hand, it had much more cash on hand than it did at December 31, 2010.  A review of the cash flow statement indicates that cash came from 3 sources, which are revenues, loans from related parties, and loans from third-parties.  The final part of our analysis is that, a company generating revenues, and a company that is able to borrow money from a third-party, are indications of business activities not usually considered nominal.

2

Geoffrey Kruczek

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 4, 2011

Page 3

·

You state you were an “operating company” 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 disclosure, it is unclear how you determined your operations were not nominal.  We note, for example, your disclosure on pages 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 and 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

The Form 10-Q correctly discloses that the “decrease in operating expenses is attributable [to] significant decreases in salaries and employee benefits, . . ..”  Note that the disclosure is a decrease in salaries and employee benefits, not the total elimination.  The Form 10-Q goes on to disclose that the company “substantially reduced our operations and terminated various employees.”  Again, we draw your attention to the disclosure of reductions and termination of various employees, not elimination and reduction of all employees.  Salaries and benefits for the quarter ended March 31, 2011 were $15,000 (not zero), and consulting fees (some of
which was identified as related to operations in China) during the same time were $45,000; both are indications that operations were ongoing at a measurable (i.e. more than nominal) level.

Revenues for the quarter ended March 31, 2011 were from “the aggregation and distribution of international content and advertising for Internet consumption in China.”  This source of revenue is very consistent with the Company’s disclosed line of business, and coupled with the related operating expenses, are therefore not indicative of nominal operations.

·

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

All four subsidiaries remained in existence and, with the exception of Rebel Crew Films, Inc., which was identified in the Form 10-Q as having no operations, were conducting business in their normal course.  This statement was meant to state as much, as opposed to dissolved or un-operational subsidiaries that are more indicative of nominal operations.

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

3

Geoffrey Kruczek

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 4, 2011

Page 4

The Company’s response to each of the subsections of comment number one were provided above, however no revisions were made to the 8-K/A as none of the topics were discussed therein.  A copy of the Letter Agreement dated March 29, 2011 by and between the Company and Latitude 20, Inc. has been added to the Form 8-K/A as Exhibit 10.7.

Introductory Statement

2.

You should not imply that the staff comment process involved your receipt of comments from the Commission itself or that the Commission otherwise reviewed your document.  Please revise accordingly.

The Introductory Statement was revised to reflect that the staff of the Commission has issued comments, not the Commission itself.

Item 1.01  Entry Into a Material Definitive Agreement

3.

Please revise to clarify the “consulting services” rendered under the Business Consulting Agreement.

The following sentence was added to the applicable paragraph:

“These consulting services included facilitating negotiations between the parties, and introducing and assisting various professionals that were retained by the parties.”

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 Media, Inc. subsidiaries.  Please tell us how you intend to effect the disposition and when you expect this to be completed.

Because each is a wholly-owned subsidiary, any assets will be distributed to the Company, and any liabilities assumed by the Company.  Once all required final tax returns and other regulatory filings have been filed, the entities will be dissolved.  Management anticipates this will be completed by December 31, 2011.  The disclosure has been revised accordingly.

Item 3.02 Unregistered Sales of Equity Securities

5.

Please expand your revisions in response to prior 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.

There were twelve (12) Midwest shareholders, and they were familiar with our operations following extensive meetings with our management.  The disclosure was revised accordingly.

4

Geoffrey Kruczek

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 4, 2011

Page 5

Item 5.01 Changes in Control of Registrant

6.

We note your response to prior comment 7.  Given the last sentence of note 9 and disclosure regarding the terms 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.

Footnote 10 was added to the line items for Nova Scotia Limited and Jay Rifken.

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 combinations of chemical formulations used during the tests in which they were involved.”

The disclosure was revised to better describe and replace the above with the following:

“including development of clean and energy efficient technologies for coal-fired boilers and proprietary chemical mixtures described as Sorbent Enhancing Additives, (SEAtm) to mitigate mercury emissions, as established by full scale, long term testing in 7 coal-fired power plants in North America.”

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.

The Merger Agreement has been re-identified as Exhibit 2.1 and thus filed under S-K Item 601(b)(2).  The only exhibit to the agreement is Exhibit A, which is the Certificate of Designations, which has already been included as Exhibit 3.1 to the Form 8-K/A.  The Disclosure Schedule will be provided to you supplementally as an attachment to this comment response letter.

Exhibit 99.3

Pro Forma Financial Information, page 1

9.

If it is determined that China Youth Media was not a shell in response to comment 1 above and the transaction qualifies to be recorded as a reverse merger, please address the following:

5

Geoffrey Kruczek

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 4, 2011

Page 6

·

Revise to clarify the accounting for the reverse merger transaction and tell us how you considered the guidance in FASB ASC 805-20.  In addition, tell us how you considered whether the planned spin-off or dissolution should be reflected in the pro forma information.

We have revised our disclosure to clarify the accounting for the reverse merger transaction and we have also clarified our disclosure pursuant to FASB ASC 805-20.

Additionally, we have revised our pro forma financial information to report the financial information of Youth Media (BVI) Limited, Youth Media (BVI) Limited, Youth Media (Hong Kong) Limited, Youth Media (Beijing Limited) and Rebel Crew Films, Inc. as discontinued operations within the pro forma financial statements.

·

Further, clarify the periods for which you have provided pro forma information and tell us the reason that you have not provided pro forma information for the periods required by Rule 8-05 of Regulation S-X.

We have revised our disclosure to include pro forma financial information for the balance sheet period ended March 31, 2011 and the statements of operations for the three month period ended March 31, 2011 and for the year ended December 31, 2010 pursuant to 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 805-40-45-3 to 45-5.

We have revised our pro forma financial information to include earnings per share calculation for the year ended December 31, 2010 and for the three months ended March 31, 2011.

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.

We have revised our financial statements presented on pages 3 to 5 to indicate the interim periods are unaudited.

Management’s Discussion and Analysis…, page 16

11.

Please tell us whether you expect to have any continuing involvement in the discontinued operations.  Refer to FASB ASC 205-20-5-6.

We have revised our management’s discussion and analysis to note that management will have no significant involvement with the discontinued entities.

6

Geoffrey Kruczek

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 4, 2011

Page 7

Results of Operations, page 18

12.

For each financial line item discussed in your quarterly filings for periods other than first quarter Form 10-Qs, please revise to include a discussion of both the current quarter results compared to the same quarter the prior 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.

We have updated our operating expenses and cost of sales to include separate discussions for the three months ended June 30, 2011 and 2010 and the six months ended June 30, 2011 and 2010.

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.

We have amended our disclosure to indicate that operating expenses

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

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       November 6, 2008

Via U.S. Mail and Fax

Jay Rifkin Chief Executive Officer Digicorp, Inc./China Youth Media, Inc. 4143 Glencoe Avenue, Unit B Marina Del Ray, CA 90292

 RE: Digicorp, Inc./China Youth Media, Inc.
Form 10-KSB for the fiscal year ended December 31, 2007
  Filed April 16, 2008 and
  Forms 10-Q for the periods ended March 31, 2008 an d June 30, 2008
  Filed May 19, 2 008 and August 19, 2008, respectively
File No. 0-33067
 Dear Mr.Rifkin:
We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  We have asked you to provide us with supplemental information so we may better understand your disclosu re.  Please be as detailed as necessary in
your explanation.  After reviewing this information, we may or may not raise additional comments.
  Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.  Consolidated Interim Financial Statemen ts for the Quarter Ended June 30, 2008

Note 4. Intangible Assets, page 5
 1. We note that the Company’s wholly owned s ubsidiary, YMHK, entered into a cooperation
agreement with CYN, CYI and CY Ads da ted June 10, 2008. Please explain to us the
following about the agreement:

Jay Rifkin
Digicorp, Inc./China Youth Media, Inc.
November 6, 2008 Page 2 of 3
i. What was the business and economic  rationale for creating YMHK and
YHMK WFOE in order to enter into a cooperation agreement with CYN,
CYI and CY Ads in China;
ii. What will the Campus Network consist of;
iii. Who will provide what components in building out the Campus Network;
iv. Who will own and operate the Campus Network;
v. How will the Company, CYN, CYI and CY Ads share in the profits and
losses generated by the Campus Network;
vi. What are the terms, rights and obligations included in the commercial and technical services agreement;
vii. How will you account for the commercial and technical services agreement; and
viii. Tell us about the nature and terms of any other agreements among the
Company, CYN, CYI and CY Ads.

*    *    *    *
 Please respond to these comments through co rrespondence over EDGAR  within 10 business
days or tell us when you will provide us with a re sponse.  Please furnish a letter that keys your
responses to our comments and provides any reques ted information.  Detail letters greatly facilitate
our review.  Please understand that we may have additional comments  after reviewing your
responses to our comments.     We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain th at they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the
disclosures they have made.

  In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that
‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Co mmission 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 federal securities laws of the United States.

In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpor ation Finance in our review of your filing or in
response to our comments on your filing.

Jay Rifkin
Digicorp, Inc./China Youth Media, Inc.  November 6, 2008 Page 3 of 3

You may contact Joe Cascarano, Staff Accountant, at (202) 551- 3376 or Ivette Leon, Assistant
Chief Accountant, at (202) 551-3351 if you have questions regarding comments on the financial
statements and related matters.  Please contac t me at (202) 551-3815 with any other questions.
            S i n c e r e l y ,                                      L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

        March 18, 2009
Via U.S. Mail and Fax

Jay Rifkin
Chief Executive Officer Digicorp, Inc./China Youth Media, Inc. 4143 Glencoe Avenue, Unit B Marina Del Ray, CA 90292

RE: Digicorp, Inc./China Youth Media, Inc.
Form 10-KSB for the fiscal year ended December 31, 2007
  Filed April 16, 2008 and
Forms 10-Q for the periods ended March 31,  2008, June 30, 2 008 and September
30, 2008
Filed May 19, 2008, August 19, 2008, and Novemb er 19, 2008, respectively
File No. 0-33067
Dear Mr.Rifkin:  We have completed our review of your Form 10-KS B and related filings a nd do not, at this time,
have any further comments.             S i n c e r e l y ,                                     L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

China Youth Media, Inc.

    China Youth Media, Inc.

        4143 Glencoe Ave, Unit B

        Marina Del Rey, CA 90292

    March 10, 2009

    Via EDGAR

    Division of Corporation Finance

      Securities And Exchange Commission

      100 F Street, N.E.

      Washington, DC 20549

      Attn: Mail Stop 3720

    RE:
    Digicorp, Inc./China Youth Media, Inc.

      Form 10-KSB for the fiscal year ended December 31,2007

      Filed April 16,2008 and

      Forms 10-Q for the periods ended March 30, 2008, June 30, 2008 and

      September 30, 2008

      Filed May 19, 2008, August 19,2008 and November 19, 2008, respectively

      File No. 0-33067

    Ladies and Gentlemen:

            This letter is in response to the comments made by the Commission (the "Commission's Comments") to China Youth Media, Inc. (the "Company" or "YMBJ" or "We") during a series of phone conversions held from January 27, 2009 to January 29, 2009.  Our responses to the comments contained in the Commission's letter dated January 13, 2009 were submitted through the EDGAR system on February 4, 2009.

            Consolidated Interim Financial Statements for the Quarter Ended September 30, 2008 Note 5. Intangible Assets, page 6

            The Company holds a 100% equity interest in Youth Media (Beijing) Limited ("YMBJ"), which is a Wholly Foreign Owned Entity (a "WFOE"), established under the laws of the People's Republic of China.

          The Company has determined consolidation of YMBJ is appropriate because it meets the variable interest entity criteria under FASB Interpretation No. 46R, Consolidation of Variable Interest Entities ("FIN 46R").  However, the Commission requested that the Company address how it considered the guidance set forth in EITF 96-16, Investor's Accounting for an Investee When the Investor Has a Majority of the Voting Interest but the Minority Shareholder or Shareholders Have Certain Approval or Veto Rights ("EITF 96-16"), in determining the appropriateness of consolidation given that certain corporate actions require the unanimous consent of the YMBJ Board of Directors.

          EITF 96-16 narrows consolidation by excluding from consolidation investees or entities that would be consolidated based on voting rights of the majority shareholder in instances where significant power is allotted by law or contract to a minority interest holder over specific kinds of decisions expected to be made in the normal course of business.

          In addressing the unanimous consent of the YMBJ Board of Directors, the following summarizes the matters which require unanimous consent by the YMBJ Board of Directors: approval of any finance provided by the Company to any other party or any security provided by the Company for any debtor,  approval of any annual extra-budgetary loan, approval of any annual extra-budgetary capital expenditures, approval of any restructuring, sale or disposal of the material assets of the Company,  approval of any annual extra-budgetary material contracts, or approval of any annual relating transaction in a single extra-budgetary amount, excluding affiliated transactions with specific business partners as part of the annual budget.  We have concluded that these are not the kind of actions expected to be made in the "ordinary course of business" and do not, we believe, overcome the presumption of consolidation.

          Based on the guidelines set forth in EITF 96-16, the Company, as the exclusive shareholder of YMBJ, has determined consolidation of YMBJ is appropriate because it exercises significant control over the major financial and operating decisions of YMBJ, such as hiring and firing of managers, defining management compensation and operating and budgetary decisions made in the ordinary course of business.

            We appreciate your cooperation and attention to this matter.

    Very truly yours,

    China Youth Media, Inc.

      (Registrant)

    By:
    /s/  Jay Rifkin

    Name:

      Title:
    Jay Rifkin

      Chief Executive Officer

CORRESP
1
filename1.htm

China Youth Media, Inc.

    China Youth Media, Inc.

        4143 Glencoe Ave, Unit B

        Marina Del Rey, CA 90292

    February 03, 2009

    Via EDGAR

    Division of Corporation Finance

      Securities And Exchange Commission

      100 F Street, N.E.

      Washington, DC 20549

      Attn: Mail Stop 3720

    RE:
    Digicorp, Inc./China Youth Media, Inc.

      Form 10-KSB for the fiscal year ended December 31,2007

      Filed April 16,2008 and

      Forms 10-Q for the periods ended March 30, 2008, June 30, 2008 and

      September 30, 2008

      Filed May 19, 2008, August 19,2008 and November 19, 2008, respectively

      File No. 0-33067

    Ladies and Gentlemen:

            This letter is in response to the comments contained in the Commission's letter dated January 13, 2009 (the "Comment Letter") to China Youth Media, Inc. (the "Company" or "CHYU" or "YMHK" or "YMBJ" or "Our" or "We"). The Company has keyed its response to the Comment Letter in numerical order.

            Consolidated Interim Financial Statements for the Quarter Ended September 30, 2008 Note 5. Intangible Assets, page 6

    1.
    We note your response to comment 1. It is unclear to us why you do not have, through the Campus Network Agreements among CYN, CYI and YMHK, a controlling financial interest in CYI.  Please refer to paragraph 1 of FIN 46R that reads in part: "Paragraph 2 states that 'the usual condition for a controlling financial interest is ownership of the majority voting interest....'  However, application of the majority voting interest requirement in ARB 51 to certain types of entities may not identify the party with a controlling interest because the controlling financial interest may be achieved through arrangements that do not involve voting interests." Addressing each factor in paragraph 5 of FIN 46R, tell us in detail how you concluded that CYI is not a variable interest entity. Also, tell us how you considered Appendix B of FIN 46R in determining whether you (through YMHK) have a variable interest in CYI through the Campus Network Agreements among CYN, CYI and YMHK.

            We have concluded that China Youth Interactive Cultural Media (Beijing) Co., Ltd. ("CYI") is not a Variable Interest Entity and that FIN 46R does not apply because YMBJ does not have an equity investment in CYI or a controlling financial interest. Pursuant to the laws of the People's Republic of China (the "PRC" or "China"), the PRC does not permit foreign equity ownership in entities such as CYI that hold certain types of media distribution licenses. Therefore, we cannot have an equity investment in CYI. In addition, we do not share in the profits and losses of CYI and therefore we do not have a controlling financial interest. In addition, we believe CYI is effectively a governmental organization controlled by the PRC Government.

        As we have stated previously, to our knowledge, China Youth Net Technology (Beijing) Co., Ltd. ("CYN")holds a 51% equity interest in CYI and maintains the controlling financial interest. To our knowledge, CYN is a limited liability company established under the laws of the PRC, is controlled by the Communist Youth League of China (the "China Youth League") and, as such, is effectively a governmental organization. The China Youth League is the youth movement organization of the Communist Party of China which is effectively the government of China. According to CYN's website, CYN has been charged with the purpose, among others, to develop, operate, and monitor the network of technologies that make up the China Youth Computer Information Network (the "Campus Network"), which is owned by the China Youth League. CYN can be viewed as a governmental umbrella organization which controls, among others, CYI. CYI is a limited liability company established under the laws of the PRC and to the Company's knowledge, is controlled by the PRC Government via CYN. CYI has been charged with providing the Campus Network with such services as "employment information, quality education, training, campus culture, and friend-making platform." To the best of our knowledge, CYI exists as an entity under the auspices (sponsorship) of the PRC government via CYN since March 2005.

    2.
    Tell us how Xin Tai Hua De is compensated under the Advertising Business Agreement.

            Pursuant to the terms of the Advertising Business Agreement, Xin Tai Hua De Advertising Co., Ltd ("Xin Tai Hua De" or "Xintai Huade") is only compensated on a commission basis which is based on a percentage of the sourced advertising business and commercial campus marketing events revenue.

    3.
    We note your statement that "CYI. ..is considered to be self supportive"; please tell us why you consider CYI to be self supportive.

            To the best of our knowledge, we have concluded that CYI is self supported because it is an entity under the auspices (sponsorship) of the PRC government and has been established since March 2005. As noted above in #1, CYI is a limited liability company established under the laws of the PRC and to the Company's knowledge, is part of the group of companies controlled by CYN and thus controlled by the PRC Government. CYI has been charged with providing the Campus Network with such services as "employment information, quality education, training, campus culture, and friend-making platform."

    4.
    We note that CYN owns a 51% equity interest in CYI. Tell us how CYN participates in the profits and losses of CYI.

            The Company does not have detailed information regarding the structural or business relationship between CYN and CYI.

    5.
    We note that a PRC citizen designated and acceptable to CYN, CYI and YMHK acquired a 49% equity interest in CYI. Tell us how the PRC citizen participates in the profits and losses of CYI. If the PRC citizen owning the 49% interest in CYN does not participate directly in the profits and losses of CYI, tell how the PRC citizen is compensated. Tell us whether the PRC citizen paid consideration to obtain the 49% equity interest in CYI.

            To our knowledge, the PRC citizen does not participate in the profits or losses of CYI. We believe the PRC citizen may be compensated by the net appreciation of the equity investment. We further understand that the PRC citizen paid 9,000 RMB as consideration to obtain the 49% equity interest in CYI.

    6.
    Please refer to your letter dated November 26, 2008 and your response to comment 1 from our letter dated November 6, 2008. Tell us in more detail how YMBJ and CYI share in the profits generated by the Campus Network. Furthermore, under the terms of the Commercial and Technical Services Agreement, tell us how the amount of the payment to CYI is calculated for each quarter and how the amount paid YMBJ is determined.

            YMBJ is paid net revenues after commissions from Xintai Hua De based on advertising sold on the Campus Network. We understand that CYI does not share in the advertising revenues generated from the Campus Network.

        To our knowledge, the amount of the payment to CYI is determined by an annual proposal and negotiation process. CYI proposes a platform services budget and YMBJ reviews this budget and negotiates for the services to be provided by CYI. Once the budget is determined, CYI may not change the budget without the consent of YMBJ.

    We appreciate your cooperation and attention to this matter.

    Very truly yours,

    China Youth Media, Inc.

      (Registrant)

    By:
    /s/  Jay Rifkin

    Name:

      Title:
    Jay Rifkin

      Chief Executive Officer

CORRESP
1
filename1.htm

China Youth Media, Inc.

    China Youth Media, Inc.

        4143 Glencoe Ave, Unit B

    Marina Del Rey, CA 90292

    January 9, 2009

    Via EDGAR

    Division of Corporation Finance

Securities And Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Mail Stop 3720

    RE:
    Digicorp, Inc./China Youth Media, Inc.

      Form 10-KSB for the fiscal year ended December 31,2007

      Filed April 16,2008 and

      Forms 10-Q for the periods ended March 30, 2008, June 30, 2008 and

      September 30, 2008

      Filed May 19, 2008, August 19,2008 and November 19, 2008, respectively

      File No. 0-33067

    Ladies and Gentlemen:

            This letter is in response to the comments contained in the Commission's letter dated December 12, 2008 (the "Comment Letter") to China Youth Media, Inc. (the "Company" or "CHYU" or "Our").  The Company has keyed its response to the Comment Letter in numerical order.

            Consolidated Interim Financial Statements for the Quarter Ended September 30, 2008 Note 5. Intangible Assets, page 6

    1.
    We note your response to prior comment 1.  In light of the agreements that YMHK and YMHK WFOE have entered into with CYN, CYI and CYN Ads in China, and with a view towards clarifying disclosures, please explain how you considered the guidance in FIN No. 46R in accounting for the rights and  economics within these agreements:

            The Company accounted for the referenced agreements using the guidance in both Accounting Research  Bulletin (ARB) No. 51 Consolidated Financial Statements and Financial Interpretation (FIN) No. 46R Consolidation of Variable Interest Entities.

            YMHK and YMHK WFOE:  CHYU has 100% ownership in both YMHK and YMHK WFOE.  In accordance with the guidance of ARB  No. 51, the Company will issue consolidated financial statements for both YMHK and YMHK WFOE.

            CYN and CYN ADs:  To the Company's knowledge, CYN and CYN ADs  are limited liability companies established under the laws of the People's  Republic of China (the "PRC" or "China") and are controlled by the PRC Government.  CHYU does not have ownership interest in either CYN or CYN Ads and, as  such, the voting interest model of  FIN No. 46R does not apply, nor does CHYU participate in any of CYN or CYN ADs  rights and economics. As such, the risk  and rewards model of FIN No. 46R does not apply and consequently, CYN and  CYN Ads are not deemed to be variable interest entities (VIE); and, in accordance with FIN No. 46R, CHYU will not be issuing consolidated financial statements.

            CYI:  To the Company's knowledge, China Youth Interactive Cultural Media (Beijing) Co., Ltd. is a limited liability company  established under the laws of the PRC.  To our knowledge, CYN, which is controlled by the PRC Government, is a  shareholder holding 51% equity interest.  In accordance with the Cooperation Agreement, 49% of CYI's total equity interest  has been acquired by a PRC citizen designated and acceptable to CYN, CYI and  YMHK.  Such designated stockholder has entered into a series of contractual arrangements which include (i) appointing a designee of YMHK as the  proxy to exercise all of such stockholders' voting rights with respect to CYI, (ii) granting an option to YMHK to acquire such equity interest provided it is  permitted by PRC laws, and (iii) pledging all of such stockholder's equity  interest in CYI to YMHK in order to guarantee the foregoing obligations.  CYI has existed as an entity under the laws of the PRC since March 2005  and is considered to be "self-supportive" and CHYU does not share in any  of CYI's gains or losses and, as such, under the provisions of FIN No. 46R not  deemed a VIE.  Therefore CHYU is not CYI's primary beneficiary, and for these  reasons, in accordance with FIN No. 46R, CHYU will not issue consolidated financial statements.

    2.
    Please explain to us who own and controls Beijing Xin Tai Hua De Advertising Co., Ltd:

            To the Company's  knowledge, Xin Tai Hua De Advertising Co., Ltd ("Xin Tai Hua De" or "Xintai Huade") is a privately held and operated entity incorporated in the People's Republic of China, and  according to Form 20-F as filed by Xinhua Finance Media, Ltd. with the Securities and Exchange Commission on May 19, 2008 (see Exhibit 8.1 List of Subsidiaries), is an affiliate entity of Xinhua Finance Media, Ltd. China Youth Media, Inc. does not, nor any of its subsidiaries, have any ownership interest in Xintai Huade.

    We appreciate your cooperation and attention to this matter.

    Very truly yours,

    China Youth Media, Inc.

(Registrant)

    By:
    /s/  Jay Rifkin

    Name:

    Title:
    Jay Rifkin

    Chief Executive Officer

CORRESP
1
filename1.htm

China Youth Media, Inc.

    China  Youth Media, Inc.
4143 Glencoe Ave, Unit B

    Marina Del Rey, CA 90292

    December  29, 2008

    Via  EDGAR

    Division of Corporation Finance

Securities And Exchange Commission

100 F Street, N.E.

Washington, DC 20549
Attn: Mail Stop 3720

    RE:
    Digicorp, Inc./China Youth  Media, Inc.

      Form  10-KSB for the fiscal year ended December 31,2007

      Filed  April 16,2008 and

      Forms  10-Q for the periods ended March 30, 2008, June 30, 2008 and
September 30, 2008

      Filed  May 19, 2008, August 19,2008 and November 19, 2008, respectively

      File  No. 0-33067

    Ladies and Gentlemen:

            This letter shall serve as notification that the Company has received the Commission's letter dated December 12, 2008 regarding the above referenced Form 10-KSB and Forms 10-Q.

            The Company is reviewing the subject letter and in the process of compiling the necessary information needed to respond to the Commission's comments and provide the information requested.

            The Company anticipates furnishing a response to the Commission's subject letter via  EDGAR on or before Friday, January 9, 2008.

    China Youth Media, Inc.

(Registrant)

    By:
    /s/  Jay Rifkin

    Name:
Title:

    Jay Rifkin
Chief Executive Officer

CORRESP
1
filename1.htm

China Youth Media, Inc.

China Youth Media, Inc.

 4143 Glencoe Ave, Unit B

Marina Del Rey, CA 90292

  November 26, 2008

Via EDGAR

Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

  RE:
  Digicorp, Inc./China Youth Media, Inc.

   Form 10-KSB for the fiscal year ended December 31,2007

   Filed April 16,2008 and

   Forms 10-Q for the periods ended March 30, 2008 and June 30, 2008

   Filed May 19, 2008 and August 19,2008, respectively

   File No. 0-33067

Ladies and Gentlemen:

This letter is in response to the comments contained in the Commission's letter dated November 6, 2008 (the "Comment Letter") to China Youth Media, Inc. (the "Company").  The Company has keyed its response to the Comment Letter in numerical order.

Consolidated Interim Financial Statements for the Quarter Ended June 30, 2008 Note 4. Intangible Assets, page 5

1.     We note that the Company's wholly owned subsidiary, YMHK, entered into a cooperation agreement with CYN, CYI and CY Ads dated June 10, 2008.  Please explain to us the following about the agreement:

 i. What was the business and economic rationale for creating YMHK and YHMK WFOE in order to enter into a cooperation agreement with CYN, CYI and CYN Ads in China;

  There are two primary reasons attributed to the rationale for the Company creating Youth Media (Hong Kong) Limited ("YMHK") and the People's Republic of China (the "PRC" or "China") Wholly Foreign Owned Entity (a "WFOE"), Youth Media (Beijing) Limited ("YMBJ").

  The first is related to the Company complying with legal requirements imposed on foreign entities conducting business in the PRC.  All foreign entities must form a WFOE in order to conduct business or legally hire employees in the PRC.  China Youth Net ("CYN"), China Youth Interactive ("CYI") and China Youth Advertising ("CY Ads") are PRC companies and cannot contract directly with foreign entities for certain services. This makes it a business necessity for a US company to form a WFOE in order to conduct business in China directly with PRC companies.

  The second reason associated with the rationale for creating YMHK is connected to the existing monetary restrictions in the PRC with respect to the transfer of funds into and out of China.  Hong Kong is a well established international banking center which facilitates the ability of a US company to easily conduct routine movement of funds both between the PRC and Hong Kong, and between Hong Kong and the US.  In contrast, conducting routine transfers of funds into or out of the PRC directly from a US company can be time consuming and at times restricted.

  As a result, the business and economic rationale for creating the WFOE, YMHK, is to allow the Company the ability to more easily trade with PRC Companies and to facilitate the legal transfer of development funds into the PRC and profits out of YMBJ to YMHK.

 ii. What will the Campus Network consist of;

   The Campus Network will consist of an audio and video content distribution network based on the China Education and Research Network ("CERN").  CERN is the broadband network infrastructure built in schools, universities and other education institutions in China.  At the initial stage, the Campus Network will only be accessible on the campuses of universities and colleges in the PRC. It is the intention of CYN, CYI and YMHK that later on, upon their mutual agreement, they may expand the Campus Network in manner permitted and appropriate in law so that it is accessible by the public via Internet.

   The Campus Network will deliver a range of audio and video content including sports, premium international and domestic entertainment and educational materials.   CYN, CYI and YMHK contemplate that a business based on the Campus Network will be established whereby advertisers will be procured who will pay advertising fees to have their advertisements placed in or around the Content on the Campus Network.

   The Campus Network will be deployed across a centrally controlled and protected system of computer servers built on CERN, will stream audio and video content served together with advertisements and thereby advertiser supported and provided free to end users, and will, possibly in the future, facilitate a business model in which the end users shall pay fees to view or download audio and video content.

 iii. Who will provide what components in building out the Campus Network;

   CYN and CYI on the one side and YMHK on the other side have agreed to cooperate with each other to provide the necessary components needed to develop, build and operate the Campus Network.

   The Campus Network will be developed and built under the auspices of CYN.

   CYI has obtained or has been granted exclusive use of two licenses which are required for the setup, development and operation of the Campus Network.  The first license CYI has obtained is an exclusive authorization from the Movie and Television Network Center of China Youth League (the "Center") to set up the Campus Network.  The Center is holding the Information Network Video-Audio Content Dissemination License issued by the PRC State Administration of Radio, Film and Television and has granted to CYI an exclusive authorization to setup, develop and operate the Campus Network.  The second license that CYI has obtained is the Telecommunication and Information Service Business License issued by the Telecommunication Administrative Bureau of Beijing, China.

   YMHK will provide software systems and technologies that will permit the Campus Network to stream audio and video content and process the Content enabling it to be served together with advertisements, provide content and media sources, and provide the Computer hardware.  Furthermore, YMHK will provide the relevant business, commercial, operational and technical supports, assistances and services with respect to the setup, operation, maintenance and expansion of the Campus Network.

 iv. Who will own and operate the Campus Network;

   CYI is the legal owner and operator of the "Campus Network."

   Per the terms of the Commercial and Technical Services Agreement, the "Computer Hardware" will be provided by and owned by YMHK.  CYI shall keep the Equipment in its control and custody and will affix a clear label on the Equipment to indicate that it belongs to YMHK.

   The Commercial and Technical Services Agreement provides that "Intellectual Property Rights" of the work products generated during YMBJ's provision of Services thereunder shall belong to YMBJ, except for (1) intellectual property rights lawfully owned by third parties, which CYI or YMBJ has lawfully obtained the right to use through license or other means; and (2) as otherwise agreed in writing between the parties.  All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by YMHK or any of its affiliates shall automatically vest in YMHK or its relevant affiliate.

 v. How will the Company, CYN, CYI and CY Ads share in the profits and losses generated by the Campus Network;

   Given that CYN, CYI and YMHK contemplate that the business based on the Campus Network will be established whereby advertisers will be procured and will pay advertising fees to have their advertisements placed in or around the Content on the Campus Network, it is therefore expected that revenue generate from the Campus Network will result from advertising fees related to the streaming of audio and video content.

   Per the terms of the Commercial and Technical Services Agreement CYN, CYI, YMBJ and Beijing Xin Tai Hua De Advertising Co., Ltd. ("Xin Tai Hua De") have entered into an Advertising Business Agreement with respect to matters related to the advertising business centering around the Campus Network.  Xin Tai Hua De and YMBJ agree that they will ensure that for each Quarter of the Term of this Agreement, CYI will receive from Xin Tai Hua De and/or YMBJ the payment in the amount of the CYI Quarterly Budget. CYN, CYI and CY Ads do not directly share in the profits or losses of the Company.

   Xin Tai Hua De generates advertising revenue from the Campus Network.   The profits, being the revenue net of sales commissions and/or associated fees, is paid to YMBJ.

   The losses generated by the Campus Network are attributable to YMBJ.

 vi. What are the terms, rights and obligations included in the commercial and technical services agreement;

   The Commercial and Technical Services Agreement was entered into between CYI and Youth Media (Beijing) Limited, a limited liability company duly established and existing under the laws of the PRC ("YMBJ").  YMBJ is the wholly-foreign-owned subsidiary established by YMHK in Beijing, China to provide CYI with relevant business, commercial, operational and technical support, assistance and services with respect to the setup, operation, maintenance and expansion of the Campus Network. The following is a description of the principal terms of the Commercial and Technical Services Agreement.

   Pursuant to the terms thereof, CYI has engaged YMBJ to provide the Commercial Services and Technically Services hereinafter described (collectively, the "Services") to it, to be commenced on a date mutually agreed by the Parties but no later than thirty (30) days after the Effective Date of this Agreement (the "Service Commencement Date"), and YMBJ agrees to provide such Services to CYI from the Service Commencement Date.

   The commercial consultancy services in connection with CYI Business (the "Commercial Services"), include but are not limited to: (a) assisting CYI in the collection of commercial information and the market research in connection with CYI Business; (b) advising on the concept and design of the Campus Network; (c) sourcing for CYI from premium international and domestic entertainment providers the Content to be delivered via the Campus Network, and creating, amending, revising, updating or editing Content that is independently created by YMBJ or its Affiliates for the Campus Network (while CYI shall be responsible for the translation and sub-titling of all Content when required), both subject to review and approval by CYI and the Movie and Television Network Center of China Youth League (the "Center") and relevant authorities of China that are required by applicable laws, rules and media control policies of China or are otherwise reasonably believed as necessary or beneficial to the smooth operation of the Campus Network; (d) introducing clients and/or business cooperation parties to CYI in the capacity of an agent and assisting CYI in establishing commercial cooperation relationship with such clients and/or business cooperation parties; (e) assisting in the establishment of client database and other business information database and providing daily management, maintenance and updating of such database; (f) providing CYI with suggestions and opinions for the establishment and improvement of CYI's corporate structure, management system and department setup and assisting CYI in improving CYI's internal management system; (g) assisting CYI to prepare, formulate and adopt business plans and related budgets and advising CYI on the implementation of such plans and control of such budgets; and (h) providing other commercial consultancy services as required by CYI from time to time to the extent permitted by the PRC laws.

   The software and technology license, technical support, technical consultancy, technical training and other services that are related to CYI Business (the "Technical Services"), include but are not limited to (a) advising on the concept and design the Campus Network, as well as its expansion; (b) licensing to CYI of relevant software and other technologies required for CYI Business; (c) advising CYI on all technological and technical matters relating to the development, building, operation and maintenance of infrastructure and hardware equipment of the Campus Network; (d) providing CYI for CYI's use of the Equipment for CYI Business; (e) provision to CYI of general solutions regarding information technology necessary for CYI Business; (f) daily management, maintenance and upgrading of infrastructure, hardware equipments and databases related to the Campus Network; (g) development, maintenance and upgrading of related application software and technologies for the Campus Network; (h) training of professional technical personnel for CYI; (i) assisting CYI in collection and research of relevant technical information; and (j) provision of other relevant technical and consultancy services required by CYI from time to time to the extent as permitted by the laws of the PRC.

   Pursuant to the terms of the Commercial and Technical Services Agreement the parties agreed that the provision of Services by YMBJ to CYI according to said Agreement is an integral part of the cooperation contemplated in the Cooperation Agreement. Therefore, unless otherwise expressly provided in this Agreement or mutually agreed by the Parties from time to time, CYI agrees that Xin Tai Hua De will make payments to YMBJ as YMBJ's share of the advertising business revenues generated by Xin Tai Hua De, and based on that, CYI is not obligated to make any payment or provide any consideration directly to YMBJ for the Services provided hereunder.

   The term of this Agreement ("Term") shall take effect from the Effective Date and continue in full force and effect as long as both the Cooperation Agreement and the Advertising Business Agreement remain effective.

   The Services provided by YMBJ under the Commercial and Technical Services Agreement shall be exclusive. During the Term, without the prior written consent of YMBJ, CYI shall not enter into any agreement with any third party for the purpose of engaging such third party to provide services identical with or similar to those provided by YMBJ.

   Pursuant to the terms of the Commercial and Technical Services Agreement Intellectual Property Rights of the work products generated during YMBJ's provision of Services hereunder shall belong to YMBJ, except for the following (1) intellectual property rights lawfully owned by third parties, which CYI or YMBJ has lawfully obtained the right to use through license or other means; and (2) as otherwise agreed in writing between the Parties.  All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independent created by YMHK or any of its Affiliates shall automatically vest in YMHK or its relevant Affiliate.

 vii. How will you account for the commercial and technical services agreement;

   The anticipated costs associated with the Commercial and Technical Services Agreement will be expensed as they occur.  The Commercial and Technical Services Agreement will not be capitalized.

 viii. Tell us about the nature and terms of any other agreements among the Company, CYN, CYI and CY Ads.

   In addition to and in conjunction with the Cooperation Agreement and the Commercial and Technical Services Agreement, CYN, CYI, Youth Media (Beijing) Limited ("YMBJ"), and Beijing Xin Tai Hua De Advertising Co., Ltd., ("Xin Tai Hua De") entered into an Advertising Business Agreement.

   As described above, Youth Media (Beijing) Limited is a wholly owned subsidiary of Youth Media (Hong Kong) Limited which is a wholly owned subsidiary of China Youth Media, Inc.

   The Advertising Business Agreement ("Agreement") was entered into by and among China Youth Net Technology (Beijing) Co., Ltd., a limited liability company duly established and existing under the laws of the People's Republic of China ("PRC" or "China") (hereinafter, "CYN"); China Youth Interactive Cultural Media (Beijing) Co., Ltd., a limited liability company duly established and existing under the laws of the

CORRESP
1
filename1.htm

China Youth Media, Inc.

    China  Youth Media, Inc.
4143 Glencoe Ave, Unit B

    Marina Del Rey, CA 90292

    November  14, 2008

    Via  EDGAR

    Division of Corporation Finance

Securities And Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    RE:
    Digicorp, Inc./China Youth  Media, Inc.

      Form  10-KSB for the fiscal year ended December 31,2007

      Filed  April 16,2008 and

      Forms  10-Q for the periods ended March 30, 2008 and June 30, 2008

      Filed  May 19, 2008 and August 19,2008, respectively

      File  No. 0-3306

    Ladies and Gentlemen:

            This letter shall serve as notification that the Company has received the Commission's letter dated November 6, 2008 regarding the above referenced Form 10-KSB and Forms 10-Q.

            The Company is reviewing the subject letter and in the process of compiling the necessary information needed to respond to the Commission's comments and provide the information requested.

            The Company anticipates furnishing a response to the Commission's subject letter via  EDGAR on or before November 26, 2008.

    China Youth Media, Inc.

(Registrant)

    By:
    /s/  Jay Rifkin

    Name:
Title:

    Jay Rifkin
Chief Executive Officer

Mail Stop 3561
         March 13, 2008

Mr. Jay Rifkin
Chief Executive Officer
Digicorp, Inc.
4143 Glencoe Avenue
Marina Del Ray, CA  90292

 Re: Digicorp, Inc.
 Form 10-KSB for the Fiscal Year Ended December 31, 2005
File No. 000-33067

Dear Mr. Rifkin:

 We have completed our review of your Form 10-KSB and related filings and have
no further comments at this time.

Sincerely,

Tia Jenkins
Senior Assistant Chief Accountant
      Office of Beverages, Apparel and
      H e a l t h  C a r e  S e r v i c e s

Mail Stop 3561
                                                                        March 13, 2007

Mr. Jay Rifkin, CEO
Digicorp
4143 Glencoe Avenue
Marina Del Rey, CA  90292

          Re:   Digicorp
Form 10-KSB/A for Fiscal Year Ended December 31, 2005
Filed February 23, 2007
File No. 000-33067

Dear Mr. Rifkin:

We have reviewed your amendment a nd responses filed on February 23, 2007,
and have the following comments.  Where i ndicated, we think you should revise your
document in response to these comments.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in
your compliance with the applicable disc losure requirements and to enhance the
overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any
other aspect of our review.  Feel free to call us at the telephone numbers listed at the
end of this letter.

Form 10-KSB for the Year Ended December 31, 2005

Note 6 – Intangible Assets, page 27

1. Tell us whether you are accounting for th e iCodemedia assets in accordance
with SOP 98-1 or SFAS 86.  If you are using SOP 98-1, SFAS 144 is the applicable standard to be used to evalua te the recoverability of these assets.
The fact that you have not been able to obtain equity financing to complete the
development of the iCodemedia assets  since acquisition and are unable to
estimate when you expect to obtain this fi nancing in the future is an indicator
that recoverability of these assets should be assessed.  Since you cannot

Jay Rifkin
Digicorp
March 13, 2007 Page 2
determine when you will be able to comp lete the development of these assets
(as you stated in your supplemental res ponse), it follows that you are not able
to estimate with any degree of probabil ity, the amount of future revenues that
these assets will generate.  Note also the guidance in paragraph 35 of SOP 98-1, which states, “When it is no longer pr obable that computer software being
developed will be completed and placed in service, the asset should be reported at the lower of the carrying amount or fair value, if any, less costs to sell.  The rebuttable presumption is that such uncompleted software has a fair value of zero.”  If you are using SFAS 86, you are required to calculate the net realizable value of these costs at each balance sheet date and that calculation
includes an estimate of future revenue, which you do not appear to be able to
estimate.  Accordingly, it appears to  us that the iCodemedia assets are
impaired and should be written off in  their entirety.  Please revise your
financial statements to recognize full impa irment or demonstrate to us that the
assets are unimpaired by providing the es timates of future cash flows (and all
assumptions) as well as an explanation of the reasons why you believe you are
able to estimate future revenues in th e face of the uncertainties of completing
the development of the assets.

2. Provide a similar analysis for the Perreor adio assets, although given their lack
of development and demonstrated ability to generate revenue, it appears to the
staff that they too are impaired.

Note 12 – Stock Option Plan, page 31
Note 13 – Warrants, page 32

3. We have reviewed your response to co mment four where you state that Rebel
Crew has no outstanding stock options or warrants.  Please tell us whether Rebel Crew has cancelled all of the outs tanding stock options/warrants issued
by DigiCorp prior to the merger or if  it has adopted DigiCorp’s compensation
plans.  If the former is true, it appear s that that fact s hould be disclosed and
the requested disclosures pr ovided.  If the latter is true, disclosure is also
required regarding the cancellation of the plans and the resolution of the outstanding options and wa rrants.  We note that additional options were
granted during 2006, presumably by Rebel Crew.

Other Exchange Act Reports
4. Please revise all Forms 10-QSB filed in  fiscal 2006 (periods ended March 31,
June 30 and September 30, 2006) for any re statements made in response to the
above comments, as applicable.

Jay Rifkin
Digicorp
March 13, 2007 Page 3
Unaddressed Request
5. We note that you have not provided the written acknowledgement requested at
the end of our previous comment letter  dated August 8, 2006.  Please file the
requested language in a letter on EDGAR  as correspondence so that we may
complete our review of your filings.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

You may contact Blaise Rhodes at (202)  551-3774 or Tia Jenkins at (202) 551-
3871 if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

Tia Jenkins
Senior Assistant Chief Accountant
Office of Emerging Growth Companies

MAIL STOP 3561
                                                                        February 13, 2007

Mr. Jay Rifkin, CEO
Digicorp
4143 Glencoe Avenue
Marina Del Rey, CA  90292

          Re:   Digicorp
Form 10-KSB for Fiscal Year Ended December 31, 2005
Filed April 6, 2006
File No. 000-33067

Dear Mr. Rifkin:

 We issued comments to you on the above captioned filing(s) on August 8, 2006.
As of the date of this letter, these comments remain outstanding and unresolved.  We expect you to contact us by February 27, 2007 to provide a substantive response to these comments or to advise us why you are unable to respond and when you will be able to do so.

If you do not respond to the outstanding comments or contact us by February 28,
2007, we will, consistent with our obligations under the federal securities laws, decide how we will seek to resolve material outstanding comments and complete our review of your filings and your disclosure. Among other things, we may decide to release publicly, through the agency’s EDGAR system, all correspondence, including this letter, relating to the review of your filing(s), consistent with the staff’s decision to release publicly comment letters and response letters relating to disclosure filings it has reviewed.  You can find more information about the staff’s decision to release filing correspondence at
http://www.sec.gov/news/press/2004-89.htm  and http://www.sec.gov/news/press/2005-
72.htm

Jay Rifkin
Digicorp
February 13, 2007 Page 2
Please contact Blaise Rhodes at (202)  551-3774 or me at (202) 551-3871 if you
have questions.

      S i n c e r e l y ,

      T i a  J e n k i n s
      Senior Assistant Chief Accountant
      Office of Emerging Growth Companies

MAIL STOP 3561

August 8, 2006

Mr. Jay Rifkin
Chief Executive Officer
Digicorp
4143 Glencoe Avenue
Marina Del Rey, CA   90292

Re: Digicorp
Form 10-KSB
Filed April 6, 2006
File No. 0-33067

Dear Mr. Rifkin:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Jay Rifkin
Digicorp
September 18, 2006 Page 2
Form 10-KSB for the Year Ended December 31, 2005
Item 8A. Controls and Procedures, page 34

1. We note your statement that a “control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met.”  Please revise to state clearly, if true, that your disclosure controls and procedures are
designed  to provide reasonable assurance of achieving
their objectives and that your principal executive officer and principal financial officer concluded that your disclosure controls and procedures
are effective at that reasonable assurance level.  In the alternative, remove the reference to the level of assurance of your disclosure controls and procedures.  Please refer to Section II.F.4 of Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at <
http://www.sec.gov/rules/final/33-8238.htm >.

Consolidated Statements of Cash Flows, page 23

2. We note that you have included the proceeds from note financing as a financing activity in the amount of $507,321. Disclosure in Management’s Discussion and Analysis indicates that you exchanged a $556,307 account payable for a note in the same amount and also substituted yourself as the debtor on the note.  Unless this activity actually involved the receipt of cash, it should be deleted from the body of the statement and presented separately as a noncash financing activity as contemplated by paragraph 32 of SFAS 95.  Please revise as necessary or advise.

Note 6 – Intangible Assets, page 27

3. You disclose that the iCodemedia Assets are presently under development, have an indefinite life and are apparently unimpaired.  Please tell us when you expect these assets to be fully developed, the specific nature of additional work required for these assets to be considered fully developed, whether they are currently generating revenue, and if not, why you believe that these assets are not impaired.  In addition, using the criteria set forth in paragraph 11 of SFAS 142, please justify the indefinite useful lives of these assets.  Provide a similar analysis of the Perreoradio assets as well.

Jay Rifkin
Digicorp
September 18, 2006 Page 3
Note 12 – Stock Option Plan, page 31
Note 13 – Warrants, page 32

4. The amount of compensation to be recognized with respect to the issuance of stock options and warrants is not measured based on the difference between the exercise price of the option or warrant and the fair market value of the underlying stock.  In the absence of an observable market price of an option or warrant, fair value shall be estimated using a valuation technique, such as an option or warrant pricing model.  Revise to disclose how you determined the fair value of the options/warrants granted and disclose the assumptions used in the option/warrant pricing model (e.g., volatility, dividends, term, risk-free rate, etc.).  Please refer to paragraphs 64 and A240-241 of SFAS 123(R).

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Jay Rifkin
Digicorp
September 18, 2006 Page 4
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Blaise Rhodes, Staff Accountant, at (202) 551-3774 or the
undersigned at (202) 551-3871 if you have questions regarding comments on the financial statements and related matters.

      S i n c e r e l y ,

      T i a  J e n k i n s
      Senior Assistant Chief Accountant
      Office of Emerging Growth Companies