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

FORM 10-K/A
Amendment no. 1

ANNUAL REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015

COMMISSION FILE NUMBER:  333-208049

eMedia Group Inc
(Exact name of registrant as specified in its charter)
 
 
  Nevada
 
 47-5567250
  (State or other jurisdiction of incorporation
or organization)
 
 (I.R.S. Employer Identification No.)
 
 
1255 Rio Salado Parkway, Suite 215
Tempe, Arizona 85281
 (Address of principal executive offices, including zip code)
 
480-830-2700
  (Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:  Common Stock: $0.00 par value

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     [  ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [  ] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
[ ] Yes [X] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filed required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ ] Yes [X] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part iii of this Form 10-K or any amendments to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
 Large accelerated filer [ ]    Accelerated filer [ ]
     
 Non-accelerated filer [ ]    Smaller reporting company [X]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes [  ] No [X] 
 
The company has not been approved for trading. Therefore, no market value can be calculated. A total of 20 million shares are held by non-affiliates.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: We had 80,000,000 shares of common stock outstanding as of April 30, 2016.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and III: Portions of Registrant’s S-1 effective as of February 8, 2016.
 
 
 
 

 
Explanatory Note

 
This Amendment No. 1 on Form 10-K/A (this “Amendment”) of eMedia Group, Inc. for the fiscal year ended December 31, 2015 is being submitted solely to file Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S–T.

This Amendment speaks as of the filing date of the Form 10-K (the "Filing Date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the Form 10-K filed as of May 12, 2016.



 
2
 
 
Table of Contents

   
Page
 
A Warning About Forward-Looking Statements
3
     
 
PART I
 
Item 1.
Business
3
Item 1A.
Risk Factors
4
Item 1B.
Unresolved Staff Comments
4
Item 2.
Properties
4
Item 3.
Legal Proceedings
4
Item 4.
Mine Safety Disclosures
4
     
PART II
     
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Shares
4
Item 6.
Selected Financial Data
5
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
5
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
7
Item 8.
Financial Statements and Supplementary Data
7
 
(The financial statements and supplementary data required by this item are set forth at the end of this Annual Report on Form 10-K beginning on page F-1.)
 
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
7
Item 9A.
Controls and Procedures
7
Item 9B.
Other Information
8
     
PART III
     
Item 10.
Directors, Executive Officers and Corporate Governance
8
Item 11.
Executive Compensation
9
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
10
Item 13.
Certain Relationships and Related Transactions, and Director Independence
10
Item 14.
Principal Accountant Fees and Services
11
     
PART IV
     
Item 15.
Exhibits, Financial Statements, Schedules
11
 
Index to Financial Statements
12
 
Index to Exhibits
13
     

 
 
3
 

 
 
 
PART IV

Item 15.  Exhibits, Financial Statements, Schedules
 
(a) Financial Statements and Schedules.
 
The following documents have been filed as a part of this annual report on Form 10-K/A.  The financial statements and schedules required to be filed hereunder are set forth at the end of this Annual Report on Form 10-K beginning on page F-1, and are accompanied by a Financial Statements Index.
 
Exhibits.
 
The Exhibit Index attached behind the signature page is incorporated herein by reference.
 

FINANCIAL STATEMENTS INDEX
 
 
  Page
Management’s Report on Internal Control Over Financial Reporting
  F-1
Independent Auditor’s Report
  F-1
Balance Sheets
  F-2
Statements of Operations
  F-3
Statements of Cash Flows
  F-4
Statement of Changes in Shareholder’s Equity
  F-5
Notes to the Financial Statements
  F-6 to F-10
Management’s Discussion and Analysis and Plan of Operation
  10
   
 
 
SIGNATURES

 
 
EMEDIA GROUP INC.
 
 
(Name of Registrant as Specified in Charter)
 
 Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
     
       
Date: August 18, 2016
By:
/s/ Henrik Schaumann Jorgensen
 
   
Name:Henrik Schaumann Jorgensen
 
   
Title: Chief Exeutive Officer, Director
 
       
 
 
4
 
 

EXHIBIT INDEX
 

         
Exhibit No.
 
SEC Ref. No.
 
Title of Document
         
         
1
 
31.1
 
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
         
         
2
 
32.1
 
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
         
3     EX-101.CAL    XBRL Calculation File
         
 4     EX-101.DEF    XBRL Definition File
         
 5     EX-101.INS    XBRL Instance File
         
 6     EX-101.LAB    XBRL Label File
         
 7     EX-101.PRE    XBRL Presentation File
         
 8     EX-101.SCH    XBRL Schema File
         


 
5
 
SEC Reference - 31.1
 
 
Certification Pursuant to pursuant to Rule 13a-14(a) or Rule 15d-14(a)
of the Securities Exchange Act of 1934, as amended
 
 
I, Henrik Schaumann Jorgensen , certify that:
 
1.
I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of eMedia Group Inc.  (the “Company);
   
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4.
As the registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15 (f) for the registrant and I have:
   
 
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
 
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting   to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
 
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
 
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
     
5.
As the registrant’s certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
   
 
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
 
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 18, 2016
By:
/s/Henrik Schaumann Jorgensen  
    Name: Henrik Schaumann Jorgensen  
    Title: Principal Executive Officer  
              Principal Financial Officer  
 
 
 
 
 


SEC Reference 32.1
 
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
In connection with Amendment No. 1 to the Annual Report of eMedia Group, Inc., a Nevada corporation (the “Company”), on Form 10-K/A for the fiscal year ending December 31, 2015, as filed with the Securities and Exchange Commission (the “Report”), I, Henrik Schaumann Jorgensen, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350), that to my knowledge:
 
 
          (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
 
 
          (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 
   
   
/s/Henrik Schaumann Jorgensen
 
Henrik Schaumann Jorgensen
 
Principal Executive Officer
Principal Financial Officer
 
 
 
Date: August 18, 2016