Quarterly Report (10-q)

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

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number:000-19644

YOU ON DEMAND HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Nevada	20-1778374
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

27 Union Square West, Suite 502
New York, New York 10003
(Address of principal executive offices)

212-206-1216
(Registrant's telephone number, including area code)

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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]

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 “larger 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]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 23,734,859 shares as of November 13, 2014.

QUARTERLY REPORT ON FORM 10-Q
OF YOU ON DEMAND HOLDINGS, INC.
FOR THE PERIOD ENDED SEPTEMBER 30, 2014

TABLE OF CONTENTS

PART I	-FINANCIAL INFORMATION

Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32

PART II	-OTHER INFORMATION

Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	33
Signatures		35

References

Except as otherwise indicated by the context, references in this report to (i) the “Company,” “YOU On Demand,” “we,” “us,” and “our” are to the business of YOU On Demand Holdings, Inc., a Nevada corporation, and its consolidated subsidiaries and variable interest entities; (ii) “CB Cayman” are to our wholly-owned subsidiary China Broadband, Ltd., a Cayman Islands company; (iii) “Sinotop Hong Kong” are to YOU On Demand (Asia) Limited (formerly known as Sinotop Group Limited), a Hong Kong company wholly-owned by CB Cayman; (iv) “YOD WFOE” are to YOU On Demand (Beijing) Technology Co., Ltd., a PRC company wholly-owned by Sinotop Hong Kong; (v) “Sinotop Beijing” or “Sinotop” are to Beijing Sino Top Scope Technology Co., Ltd, a PRC company controlled by Sinotop Hong Kong through contractual arrangements; (vi) “Zhong Hai Video” are to Zhong Hai Shi Xun Information Technology Co., Ltd., a PRC company 80% owned by Sinotop Beijing; (vii) “Hua Cheng” are to Hua Cheng Hu Dong (Beijing) Film and Television Communication Co., Ltd., a PRC company 39% owned by Sinotop Beijing and 20% owner of Zhong Hai Video; (viii) “WFOE” are to our wholly-owned subsidiary Beijing China Broadband Network Technology Co., Ltd., a PRC company, which was sold effective March 25, 2014; (ix) “Jinan Zhong Kuan” are to Jinan Zhong Kuan Dian Guang Information Technology Co. Ltd., a PRC company controlled through contractual arrangements, which was dissolved effective March 25, 2014; (x) “Jinan Broadband” are to our 51% owned subsidiary Jinan Guangdian Jia He Broadband Co. Ltd, a PRC company, which was sold effective July 31, 2013; (xi) “Jinan Parent” are to Jinan Guangdian Jia He Digital Television Co., Ltd., a PRC Company; (xii) “SEC” are to the United States Securities and Exchange Commission; (xiii) “Securities Act” are to Securities Act of 1933, as amended; (xiv) “Exchange Act” are to the Securities Exchange Act of 1934, as amended; (xv) “PRC” and “China” are to People’s Republic of China; (xvi) “Renminbi” and “RMB” are to the legal currency of China; (xvii) “U.S. dollar,” “$” and “US$” are to United States dollars; and (xviii) “VIEs” refers to either our current variable interest entity (Sinotop Beijing), to our deconsolidated variable interest entity (Jinan Zhong Kuan) or to our discontinued variable interest entity (Jinan Broadband).

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

YOU ON DEMAND HOLDINGS, INC., ITS SUBSIDIARIES AND VARIABLE INTEREST ENTITY
INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2014

	Page
Unaudited Consolidated Balance Sheets	5
Unaudited Consolidated Statements of Operations	6
Unaudited Consolidated Statements of Comprehensive Loss	7
Unaudited Consolidated Statements of Cash Flows	8
Unaudited Consolidated Statement of Equity	9
Notes to Unaudited Consolidated Financial Statements	10

YOU On Demand Holdings, Inc., Its Subsidiaries and Variable Interest Entity
UNAUDITED CONSOLIDATED BALANCE SHEETS

		September 30,			December 31,
		2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	13,045,215		$	3,822,889
Accounts receivable, net		636,684			175,211
Licensed content, current		1,000,928			428,322
Prepaid expenses		292,708			330,013
Debt issuance costs, net		-			128,879
Other current assets		9,066			48,928
Total current assets		14,984,601			4,934,242

Property and equipment, net		376,330			499,858
Licensed content, non-current		145,801			162,646
Intangible assets, net		2,386,419			2,621,527
Goodwill		6,105,478			6,105,478
Investment in unconsolidated entities		861,194			673,567
Other non-current assets		367,409			-
Total assets	$	25,227,232		$	14,997,318

LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK AND EQUITY
Current liabilities:
Accounts payable	$	173,613		$	656,545
Deferred revenue		142,144			68,969
Accrued expenses and other liabilities		1,745,126			1,075,944
Deferred license fees		1,205,427			1,200,764
Contingent purchase price consideration liability		-			578,744
Convertible promissory note		3,000,000			3,000,000
Warrant liabilities		619,660			1,344,440
Total current liabilities		6,885,970			7,925,406

Deferred income tax liability		41,560			125,809
Convertible promissory note		-			2,000,000
Total liabilities		6,927,530			10,051,215

Commitments and contingencies

Convertible redeemable preferred stock:

Series A - 7,000,000 shares issued and outstanding, liquidation preference of $3,500,000 at September 30, 2014 and December 31, 2013, respectively		1,261,995			1,261,995
Series C - 0 and 87,500 shares issued and outstanding, liquidation preference of $0 and $350,000 at September 30, 2014 and December 31, 2013, respectively		-			219,754
Series D 4% - 0 and 2,285,714 shares issued and outstanding, liquidation preference of $0 and $4,000,000 at September 30, 2014 and December 31, 2013, respectively		-			4,000,000

Equity:
Series E Preferred Stock, $0.001 par value; 16,500,000 shares authorized, 7,559,998 and 0 shares issued and outstanding, liquidation preference of $13,230,000 and $0 at September 30, 2014 and December 31, 2013, respectively		7,560			-

Common stock, $0.001 par value; 1,500,000,000 shares authorized, 23,598,430 and 15,794,762 shares issued at September 30, 2014 and December 31, 2013, respectively		23,598			15,794
Additional paid-in capital		112,764,950			67,417,025
Accumulated deficit		(92,293,390	)		(65,856,053	)
Accumulated other comprehensive loss		(1,381,701	)		(715,090	)
Total YOU On Demand equity		19,121,017			861,676
Non-controlling interest		(2,083,310	)		(1,397,322	)

Total equity		17,037,707			(535,646	)

Total liabilities, convertible redeemable preferred stock and equity	$	25,227,232		$	14,997,318

See notes to unaudited consolidated financial statements.

YOU On Demand Holdings, Inc., Its Subsidiaries and Variable Interest Entity
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended						Nine Months Ended
		September 30,			September 30,			September 30,			September 30,
		2014			2013			2014			2013

Revenue	$	644,891		$	95,295		$	965,268		$	146,852
Cost of revenue		873,025			712,327			2,606,142			2,350,931
Gross loss		(228,134	)		(617,032	)		(1,640,874	)		(2,204,079	)

Operating expenses:
Selling, general and administrative expense		1,861,053			1,726,967			5,772,350			5,856,484
Professional fees		114,271			78,379			375,986			474,114
Depreciation and amortization		124,936			154,719			414,486			620,946
Impairments of long-lived assets		-			-			-			311,249
Total operating expense		2,100,260			1,960,065			6,562,822			7,262,793

Loss from operations		(2,328,394	)		(2,577,097	)		(8,203,696	)		(9,466,872	)

Interest & other income/(expense):
Interest expense, net		(29,151	)		(29,818	)		(2,346,210	)		(88,882	)
Change in fair value of warrant liabilities		281,537			(6,840	)		(655,849	)		(37,130	)
Change in fair value of contingent consideration		(47,634	)		(15,649	)		(160,766	)		(99,343	)
Gain/(loss) on investment in unconsolidated entities		(6,389	)		8,592			(16,646	)		7,873
Gain on sale of subsidiary		-			-			755,426			-
Loss on dissolution of a variable interest entity		-			-			(27,463	)		-
Others		(14,783	)		(11,827	)		(82,464	)		58,769

Net loss from continuing operations before income tax and non-controlling interest		(2,144,814	)		(2,632,639	)		(10,737,668	)		(9,625,585	)

Income tax benefit		28,812			21,168			84,249			82,129

Net loss from continuing operations		(2,116,002	)		(2,611,471	)		(10,653,419	)		(9,543,456	)

Net income from discontinued operations		-			5,589,872			-			5,255,474

Net income/(loss)		(2,116,002	)		2,978,401			(10,653,419	)		(4,287,982	)

Net loss attributable to non-controlling interest		169,364			193,512			696,708			834,685

Net income/(loss) attributable to YOU On Demand shareholders		(1,946,638	)		3,171,913			(9,956,711	)		(3,453,297	)
Dividend on preferred stock		-			(1,029,829	)		(16,402,161	)		(1,029,829	)

Net income/(loss) attributable to YOU on Demand common shareholders	$	(1,946,638	)	$	2,142,084		$	(26,358,872	)	$	(4,483,126	)

Basic and diluted loss per share:

Loss from continuing operations	$	(0.09	)	$	(0.22	)	$	(1.45	)	$	(0.65	)
Income from discontinued operations		-			0.36			-			0.35

Basic and diluted income/(loss) per share	$	(0.09	)	$	0.14		$	(1.45	)	$	(0.30	)

Weighted average shares outstanding:

Basic and diluted		22,012,166			15,553,097			18,203,124			15,034,841

See notes to unaudited consolidated financial statements.

YOU On Demand Holdings, Inc., Its Subsidiaries and Variable Interest Entity
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

		Three Months Ended						Nine Months Ended
		September 30,			September 30,			September 30,			September 30,
		2014			2013			2014			2013
Net income/(loss)	$	(2,116,002	)	$	2,978,401		$	(10,653,419	)	$	(4,287,982	)
Other comprehensive income/(loss):
Sale of subsidiary and dissolution of variable interest entity		-			-			(633,984	)		-
Foreign currency translation adjustments		31,264			(1,424,011	)		(21,907	)		(1,341,217	)
Unrealized gain/(loss) on available for sale securities		-			343			-			(515	)
Comprehensive loss attributable to non-controlling interest		170,042			200,353			685,988			821,583
Comprehensive income/(loss) attributable to YOU On Demand shareholders	$	(1,914,696	)	$	1,755,086		$	(10,623,322	)	$	(4,808,131	)

See notes to unaudited consolidated financial statements.

YOU On Demand Holdings, Inc., Its Subsidiaries and Variable Interest Entity
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

		Nine Months Ended
		September 30,			September 30,
		2014			2013
Cash flows from operating activities:

Net loss	$	(10,653,419	)	$	(4,287,982	)
Adjustments to reconcile net loss to net cash used in operating activities
Share-based compensation expense		1,133,335			728,917
Depreciation and amortization		414,486			1,463,900
Amortization of licensed content		63,903			112,743
Amortization of interest expense related to debt issuance costs		128,879			-
Amortization of interest expense related to beneficial conversion feature		2,126,301			-
Deferred income tax		(84,249	)		(82,129	)
Loss/(gain) on investment in unconsolidated entities		16,646			(7,873	)
Loss on disposal of assets		8,334			-
Change in fair value of warrant liabilities		655,849			37,130
Change in fair value of contingent purchase price consideration liability		160,766			99,343
Gain on sale of Jinan Broadband		-			(5,616,269	)
Impairment of long-lived assets		-			311,249
Gain on sale of subsidiary, net of cash		(755,426	)		-
Loss on dissolution of variable interest entity		27,463			-
Change in assets and liabilities:
Accounts receivable		(461,473	)		(111,371	)
Inventory		-			(65,367	)
Licensed content		(619,665	)		650,939
Prepaid expenses and other assets		(97,399	)		278,543
Accounts payable		(482,932	)		594,940
Accrued expenses and other liabilities		349,169			(12,546	)
Deferred revenue		73,175			119,483
Deferred license fee		4,663			(2,795	)
Other current liabilities		-			95,938
Others		1,372			(742	)
Net cash used in operating activities		(7,990,222	)		(5,693,949	)

Cash flows from investing activities:
Acquisition of property and equipment		(58,869	)		(424,689	)
Acquisition of leasehold improvements		(9,492	)		-
Investments in intangibles		(292	)		(22,662	)
Investment in unconsolidated entities		(208,760	)		-
Sale of subsidiary		(7,549	)		(190,760	)
Net cash used in investing activities		(284,962	)		(638,111	)

Cash flows from financing activities:
Proceeds from sale of Series D Preferred Stock		-			4,000,000
Proceeds from sale of Series E Preferred Stock		19,000,000			-
Proceeds from the exercise of warrants and options		995,607			-
Series D Preferred Stock dividend payment		(92,054	)		-
Costs associated with financing and share issuance		(2,386,051	)		(849,046	)
Net cash provided by financing activities		17,517,502			3,150,954

Effect of exchange rate changes on cash		(19,992	)		14,553

Net increase/(decrease) in cash and cash equivalents		9,222,326			(3,166,553	)

Total cash and cash equivalents at beginning of period		3,822,889			4,381,043
Less cash and cash equivalents of discontinued operations at beginning of period		-			1,103,152
Cash and cash equivalents of continuing operations at beginning of period		3,822,889			3,277,891

Cash and cash equivalents of continuing operations at end of period	$	13,045,215		$	1,214,490

Supplemental Cash Flow Information:

Value of warrants issued for issuance cost in connection with Series D Preferred Stock		-		$	247,995
Value of warrants issued for issuance costs in connection with Series E Preferred Stock	$	2,166,296		$	-
Conversion of convertible promissory note for Series E Preferred Stock	$	2,000,000		$	-
Conversion of Series D Preferred Stock for Series E Preferred Stock	$	4,000,000		$	-
Value of common stock issued from conversion of Series C Preferred Stock	$	219,754		$	408,114
Value of common stock issued from conversion of Series B Preferred Stock	$	-		$	3,223,575
Values of shares and options issued for Sinotop contingent consideration earn-out		739,265		$	410,475

See notes to unaudited consolidated financial statements.

YOU On Demand Holdings, Inc., Its Subsidiaries and Variable Interest Entity
UNAUDITED CONSOLIDATED STATEMENT OF EQUITY
For the Nine Months Ended September 30, 2014

																Accumulated			YOU on
										Additional						Other			Demand			Non-
	Preferred			Par		Common		Par		Paid-in			Accumulated			Comprehensive			Shareholders'			controlling			Total
	Stock			Value		Stock		Value		Capital			Deficit			Loss			Equity			Interest			Equity
Balance, January 1, 2014	-		$	-		15,794,762	$	15,794	$	67,417,025		$	(65,856,053	)	$	(715,090	)	$	861,676		$	(1,397,322	)	$	(535,646	)
Share-based compensation	-			-		-		-		718,969			-			-			718,969			-			718,969
Common stock issued for services	-			-		73,600		74		179,926			-			-			180,000			-			180,000
Common stock and options issued for Sinotop acquisition earn-out	-			-		245,274		245		739,265			-			-			739,510			-			739,510
Conversion of Series C Preferred Stock into common stock	-			-		140,000		140		219,614			-			-			219,754			-			219,754
Series D Preferred Stock cash dividends	-			-		-		-		-			(92,054	)		-			(92,054	)		-			(92,054	)
Series E Preferred Stock issued	14,285,714			14,286		-		-		24,985,714			-			-			25,000,000			-			25,000,000
Conversion of Series E Preferred Stock into common stock	(6,725,716	)		(6,726	)	6,725,716		6,726		-			-			-			-			-			-
Issuance costs in connection with the issuance of Series E Preferred Stock	-			-		-		-		(4,552,347	)		-			-			(4,552,347	)		-			(4,552,347	)
Valuation of warrants issued to placement agent in connection with the issuance of Series E Preferred Stock	-			-		-		-		2,166,296			-			-			2,166,296			-			2,166,296
Beneficial conversion feature of Series E Preferred Stock	-			-		-		-		16,388,572			(16,388,572	)		-			-			-			-
Beneficial conversion feature related to convertible note modification	-			-		-		-		2,126,301			-			-			2,126,301			-			2,126,301
Sale of subsidiary and dissolution of variable interest entity	-			-		-		-		-			-			(633,984	)		(633,984	)		-			(633,984	)
Exercise of warrants	-			-		607,480		607		2,374,575			-			-			2,375,182			-			2,375,182
Exercise of options	-			-		11,598		12		1,040			-			-			1,052			-			1,052
Net loss attributable to YOU On Demand shareholders	-			-		-		-		-			(9,956,711	)		-			(9,956,711	)		(696,708	)		(10,653,419	)
Foreign currency translation adjustments	-			-		-		-		-			-			(32,627	)		(32,627	)		10,720			(21,907	)

Balance, September 30, 2014	7,559,998		$	7,560		23,598,430	$	23,598	$	112,764,950		$	(92,293,390	)		(1,381,701	)	$	19,121,017		$	(2,083,310	)	$	17,037,707

See notes to unaudited consolidated financial statements.

YOU ON DEMAND HOLDINGS, INC., ITS SUBSIDIARIES AND VARIABLE INTEREST ENTITY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.	Organization and Principal Activities

	YOU On Demand Holdings, Inc., is a Nevada corporation that primarily operates in China through our subsidiaries and variable interest entities (“VIEs”). The Company, its subsidiaries and its VIEs are collectively referred to as YOU on Demand (“YOU On Demand”, “we”, “us”, or “the Company”).

	YOU on Demand is principally engaged in providing video on demand (“VOD”) content through a comprehensive end-to-end secure delivery system. Our services are offered across multiple platforms, including digital cable television, IPTV (“Internet Protocol Television”), mobile and over-the-top (“OTT”) devices.

	Prior to July 31, 2013, the Company held 51% interest in Jinan Guangdian Jia He Broadband Co. ltd. (“Jinan Broadband”), a cable broadband business based in Jinan City, China. Effective July 31, 2013, the Company sold its 51% interest in Jinan Broadband.

	In the opinion of management, these financial statements reflect all adjustments, which are of a normal and recurring nature that is necessary for a fair statement of the results for the periods presented in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and with the instructions to Form 10-Q in Article 10 of SEC Regulation S-X. The results of operations for the interim periods presented are not necessarily indicative of results for the full year.

	Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on March 31, 2014 (our “2013 Annual Report”).

	Reclassifications

	In presenting the Company’s unaudited consolidated statement of operations for the three and nine months ended September 30, 2013, we recorded approximately $69,000 and $298,000 of business related expenses as “professional fees”. In presenting the Company’s unaudited consolidated statement of operations for the three and nine months ended September 30, 2014, we reclassified such business related expenses from “professional fees” to “selling, general and administrative expense” to more properly reflect fees paid for recurring operating expenses in the ordinary course of business. The prior year information has been reclassified to be comparable with our current year presentation. This reclassification has no effect on previously reported net loss.

2.	Going Concern and Management’s Plans

	For the nine months ended September 30, 2014, we incurred a net loss from continuing operations of approximately $10.7 million and we used cash for operations of approximately $8.0 million. Further, we had an accumulated deficit of approximately $92.3 million as of September 30, 2014.

	The Company must continue to rely on debt and equity to pay for ongoing operating expenses in order to execute its business plan. On July 5, 2013 we completed a Series D Preferred Stock financing in which we raised $4.0 million and closed on a Bridge Loan on November 4, 2013 for $2.0 million. On January 31, 2014, we completed a Series E Preferred Stock financing in which we raised an additional $19.0 million. See Note 11 for additional information.

	In addition, we believe we have access to additional funding through various methods, including utilization of our $50 million shelf registration, of which $47.3 million is remaining, as well as other means of financing such as debt or private investment. However, financing may not be available to the Company on terms acceptable to us or at all or such resources may not be received in a timely manner. Further we may need approval to seek additional financing from the shareholders from the August 2012 private financing in the event we do a public financing.

	These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.

3.	WFOE and Jinan Zhong Kuan

	On March 25, 2014, we sold WFOE, our wholly-owned subsidiary, to Linkstar Gloal Investment Limited. On the same date, we dissolved Jinan Zhong Kuan, the VIE of WFOE. Both WFOE and Jinan Zhong Kuan were investment holding companies and were sold or dissolved when we determined that they were no longer required for our organizational structure. Total consideration for the sale of WFOE was US$50,000, which we received in the third quarter of 2014. In accordance with ASC 810-10-40, Deconsolidation of a Subsidiary, we removed the net assets associated with WFOE and Jinan Zhong Kuan on March 25, 2014 when we ceased to have controlling financial interest in these entities.

	In connection with the sale of WFOE, we recognized a gain of $755,426, of which $661,332 represented the release of foreign currency translation gain which was previously recognized in other comprehensive income. In connection with the dissolution of Jinan Zhong Kuan, we recognized a loss of $27,463, of which $27,348 represented the release of foreign currency translation loss which was previously recognized in other comprehensive income.

4.	VIE Structure and Arrangements

	*Sinotop Beijing*

	Management Services Agreement

	Pursuant to a Management Services Agreement, dated March 9, 2010, between Sinotop Beijing and Sinotop Hong Kong (the “Management Services Agreement”), Sinotop Hong Kong has the exclusive right to provide to Sinotop Beijing management, financial and other services related to the operation of Sinotop Beijing’s business, and Sinotop Beijing is required to take all commercially reasonable efforts to permit and facilitate the provision of the services by Sinotop Hong Kong. As compensation for providing the services, Sinotop Hong Kong is entitled to receive a fee from Sinotop Beijing, upon demand, equal to 100% of the annual Net Profits of Sinotop Beijing during the term of the Management Services Agreement (Sinotop Hong Kong may request ad hoc quarterly payments of the aggregate fee, which payments will be credited against Sinotop Hong Kong’s future payment obligations).

	The Management Services Agreement also provides Sinotop Hong Kong or its designee with a right of first refusal to acquire all or any portion of the equity of Sinotop Beijing upon any proposal by the sole shareholder of Sinotop Beijing to transfer such equity. In addition, at the sole discretion of Sinotop Hong Kong, Sinotop Beijing may be obligated to transfer to Sinotop Hong Kong or its designee any part or all of the business, personnel, assets and operations of Sinotop Beijing which may be lawfully conducted, employed, owned or operated by Sinotop Hong Kong, including:

	(a) business opportunities presented to, or available to Sinotop Beijing may be pursued and contracted for in the name of Sinotop Hong Kong rather than Sinotop Beijing, and at its discretion Sinotop Hong Kong may employ the resources of Sinotop Beijing to secure such opportunities;

	(b) any tangible or intangible property of Sinotop Beijing, any contractual rights, any personnel, and any other items or things of value held by Sinotop Beijing may be transferred to Sinotop Hong Kong at book value;

	(c) real property, personal or intangible property, personnel, services, equipment, supplies and any other items useful for the conduct of the business may be obtained by Sinotop Hong Kong by acquisition, lease, license or otherwise, and made available to Sinotop Beijing on terms to be determined by agreement between Sinotop Hong Kong and Sinotop Beijing;

	(d) contracts entered into in the name of Sinotop Beijing may be transferred to Sinotop Hong Kong, or the work under such contracts may be subcontracted, in whole or in part, to Sinotop Hong Kong, on terms to be determined by agreement between Sinotop Hong Kong and Sinotop Beijing; and

	(e) any changes to, or any expansion or contraction of, the business may be carried out in the exercise of the sole discretion of Sinotop Hong Kong, and in the name of and at the expense of, Sinotop Hong Kong; provided, however, that none of the foregoing may cause or have the effect of terminating (without being substantially replaced under the name of Sinotop Hong Kong) or adversely affecting any license, permit or regulatory status of Sinotop Beijing.

The term of the Management Services Agreement is 20 years, and may not be terminated by Sinotop Beijing except with the consent of, or a material breach by, Sinotop Hong Kong.

Equity Pledge Agreement

Pursuant to an Equity Pledge Agreement among Sinotop Hong Kong, Sinotop Beijing and the sole shareholder of Sinotop Beijing (the “Shareholder”), dated March 9, 2010, the Shareholder pledged all of its equity interest in Sinotop Beijing to Sinotop Hong Kong as security for the performance of the obligations of Sinotop Beijing to make all of the required management fee payments pursuant to the Management Services Agreement. The term of the Equity Pledge Agreement expires two years from Sinotop Beijing’s satisfaction of all obligations under the Management Services Agreement.

Option Agreement

Pursuant to an Option Agreement among Sinotop Hong Kong, Sinotop Beijing and the sole shareholder of Sinotop Beijing (the “Shareholder”), dated March 9, 2010, and entered into in connection with the Management Services Agreement, the Shareholder granted an exclusive option to Sinotop Hong Kong or its designee to purchase, at any time and from time to time, to the extent permitted under PRC law, all or any portion of the Shareholder’s equity in Sinotop Beijing. The aggregate purchase price of the option is equal to the paid-in registered capital of the Shareholder. The term of the agreement is until all of the equity interest in Sinotop Beijing held by the Shareholder is transferred to Sinotop Hong Kong or its designee, or until the maximum period allowed by law has run, and may not be terminated by any party to the agreement without the consent of the other parties.

Voting Rights Proxy Agreement

Pursuant to a Voting Rights Proxy Agreement among Sinotop Hong Kong, Sinotop Beijing and the sole shareholder of Sinotop Beijing (the “ Shareholder ”), dated March 9, 2010, the Shareholder granted to Sinotop Hong Kong an irrevocable proxy, for the maximum period of time permitted by law, all of its voting rights as a shareholder of Sinotop Beijing. The Shareholder may not transfer any of its equity interest in Sinotop Beijing to any party other than Sinotop Hong Kong. The Voting Rights Proxy Agreement may not be terminated except upon the written consent of all parties, or unilaterally by Sinotop Hong Kong upon 30 days’ notice.

Jinan Broadband

Effective July 31, 2013, we have deconsolidated Jinan Broadband due to the disposition of all of our ownership. The corporate structure for our broadband business consisted of:

	•	a Cooperation Agreement, dated December 26, 2006, between CB Cayman and Jinan Parent (the “ December 2006 Cooperation Agreement ”);
	•	a Cooperation Agreement dated January 2007, between Jinan Broadband and Networks Center (the “ January 2007 Cooperation Agreement ”); and
	•	two Exclusive Service Agreements, dated December 2006 and March 2007, between Jinan Broadband, Jinan Parent and Networks Center.

Pursuant to the December 2006 Cooperation Agreement, CB Cayman and Jinan Parent set up a joint venture, Jinan Broadband. CB Cayman contributed in cash and owned a 51% controlling interest, and Jinan Parent contributed the assets in exchange of 49% ownership in Jinan broadband. Jinan Broadband is a corporate joint venture with a term of 20 years. Jinan Broadband was considered as a VIE based on ASC 810-10-25-38 due to the fact that CB Cayman had a controlling financial interest in Jinan Broadband and therefore deemed to be the primary beneficiary based on the terms stipulated in the December 2006 Cooperation Agreement as described below:

	•	CB Cayman appointed 3 directors and Jinan Parent appointed 2 directors;
	•	The general manager and financial manager were appointed by CB Cayman; and
	•	CB Cayman was entitled to receive 51% of net profit/loss of Jinan Broadband.

Pursuant to the January 2007 Cooperation Agreement, Networks Center, the PRC governmental agency which controls Jinan Parent, affirmed the arrangement set forth in the December 2006 Cooperation Agreement which provided that all of the pre-tax revenues of Jinan Broadband would be assigned to our WFOE for 20 years.

5.	Investment in unconsolidated entities

During the second quarter of 2014, Shandong Lushi Media Co., Ltd (“Shandong Media”), a PRC company 30% owned by Sinotop Beijing, initiated the process to increase their registered capital from RMB5,044,200 to RMB9,330,000. The purpose of the financing activity was to allow Shandong Media to develop a multi-media platform to expand its current business into the Internet space. In August 2014, the Company invested cash of RMB1,285,800 (approximately $209,000) into Shandong Media to maintain our 30% equity ownership.

6.	Property and Equipment

	The following is a breakdown of our property and equipment:

		September 30,			December 31,
		2014			2013

Furniture and office equipment	$	982,063		$	965,568
Leasehold improvements		192,309			184,129
Total property and equipment		1,174,372			1,149,697
Less: accumulated depreciation		(798,042	)		(649,839	)
Net carrying value	$	376,330		$	499,858

	We recorded depreciation expense of approximately $55,000 and $181,000 for the three and nine months ended September 30, 2014, respectively. We recorded depreciation expense of approximately $70,000 and $207,000 for the three and nine months ended September 30, 2013, respectively.

7.	Intangible Assets

	The Company has intangible assets primarily relating to the acquisition of Sinotop Hong Kong. The Company amortizes its intangible assets that have finite lives and tests its indefinite-lived intangible assets, other than goodwill, for impairment at least annually, or whenever events or changes in circumstances indicate that the asset may be impaired.

	As of September 30, 2014, the Company’s amortized intangible assets consisted of the following:

		September 30, 2014							December 31, 2013
		Gross Carrying		Accumulated			Net		Gross Carrying		Accumulated			Net
		Amount		Amortization			Balance		Amount		Amortization			Balance
Charter / Cooperation agreements	$	2,755,821	$	(574,133	)	$	2,181,688	$	2,755,821	$	(470,789	)	$	2,285,032
Non-compete agreement		-		-			-		3,637,512		(3,637,512	)		-
Software and licenses		275,901		(235,408	)		40,493		282,399		(200,833	)		81,566
Website development		359,284		(329,336	)		29,948		361,919		(241,280	)		120,639
Total indefinite lived intangible assets	$	3,391,006	$	(1,138,877	)	$	2,252,129	$	7,037,651	$	(4,550,414	)	$	2,487,237

During the nine months ended September 30, 2014, our acquired intangible asset was comprised of software, which was recognized over the weighted-average amortization period of 5.0 years.

We recorded amortization expense related to our finite lived intangible assets of approximately $70,000 and $234,000 for the three and nine months ended September 30, 2014, respectively, and $85,000 and $414,000, for the three and nine months ended September 30, 2013, respectively.

The following table outlines the amortization expense for the next five years and thereafter:

		Amortization
		to be
Years Ending December 31,		Recognized
2014 (3 months)	$	69,081
2015		156,529
2016		154,655
2017		137,997
2018		137,791
2019		137,791
Thereafter		1,458,285
Total amortization to be recognized	$	2,252,129

8.	Fair Value Measurements

	Accounting standards require the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The various levels of the fair value hierarchy are described as follows:

	Level 1 — Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that we have the ability to access.
	Level 2 — Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability.
	Level 3 — Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

Accounting standards require the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Annually we review the valuation techniques used and determine if the fair value measurements are still appropriate and evaluate and adjust the unobservable inputs used in the fair value measurements based on current market conditions and third party information.

The fair value of the warrant liabilities at September 30, 2014 were valued using the Black-Scholes Merton method as an estimate for the Monte Carlo Simulation method which was the method used at year end, December 31, 2013. The following assumptions were incorporated:

	Black Scholes	Monte Carlo
	September 30,	December 31,
	2014	2013
Risk-free interest rate	1.07%	1.186%
Expected volatility	70%	70%
Expected term (years)	2.92	3.67
Expected dividend yield	0%	0%

Our contingent consideration liability was settled on July 1, 2014 (see Note 9). The fair value of the option portion of our contingent consideration liability at December 31, 2013 was valued using the Black-Scholes Merton model which incorporated the following assumptions:

	September 30,	December 31,
	2014	2013
Risk-free interest rate	-	1.27%
Expected volatility	-	70%
Expected term (years)	-	4.0
Expected dividend yield	-	0%

The following tables present the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013, respectively:

				September 30, 2014
				Fair Value Measurements
		Level 1		Level 2		Level 3		Total Fair Value
Liabilities
Warrant liabilities (see Note 12)	$	-	$	-	$	619,660	$	619,660


				December 31, 2013
				Fair Value Measurements
		Level 1		Level 2		Level 3		Total Fair Value
Assets
Available-for-sale securities	$	1,371	$	-	$	-	$	1,371

Liabilities
Warrant liabilities (see Note 12)	$	-	$	-	$	1,344,440	$	1,344,440
Contingent purchase price consideration (see Note 9)	$	-	$	-	$	578,744	$	578,744

The table below reflects the components effecting the change in fair value for the nine months ended September 30, 2014:

		Level 3 Assets and Liabilities
		For the Nine Months Ended September 30, 2014
		January 1,		Settlements			Change in		September 30,
		2014					fair value		2014
Liabilities:
Warrant liabilities (see Note 12)	$	1,344,440	$	(1,380,629	)	$	655,849	$	619,660
Contingent purchase price consideration (see Note 9)	$	578,744	$	(739,510	)	$	160,766	$	-


		Quantitative Information about Level 3 Fair Value Measurements
		For the Nine Months Ended September 30, 2014
		Fair Value at	Valuation	Unobservable
		9/30/2014	Techniques	Inputs	Input

Warrant liabilities	$	619,660	Black-Scholes Merton Model	Risk-free rate of interest	1.07%
				Expected volatility	70%
				Expected term (years)	2.92
				Expected dividend yield	0%

The significant unobservable inputs used in the fair value measurement of the Company’s warrant liability and contingent consideration includes the risk free interest rate, expected volatility, expected term and expected dividend yield. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement.

9.	Sinotop Contingent Consideration

	In connection with the acquisition of Sinotop Hong Kong on July 30, 2010, if specified performance milestones are achieved, Weicheng Liu (“Mr. Liu” or the “Seller”) will be entitled to earn up to (i) an additional 403,820 shares of common stock of the Company, (ii) three-year warrants to purchase 571,275 shares of the Company’s common stock, and (iii) a four-year option to purchase 80,000 shares of the Company’s common stock (collectively, the securities referred to in clauses (i), (ii) and (iii) are referred to herein as the “Earn-Out Securities”). The milestones are as follows: Sinotop Hong Kong will ensure that (i) at the end of the first earn-out year (July 1, 2012), at least 3 million homes will have access to the Company’s VOD services, (ii) at the end of the second earn-out year (July 1, 2013), at least 11 million homes will have access to the Company’s VOD services, and (iii) at the end of the third earn-out year (July 1, 2014), at least 30 million homes will have access to the Company’s VOD services. The shares, warrants, and options are earned at a rate of one third for each milestone achieved.

	Subsequent to the acquisition of Sinotop, the Company underwent a warrant exchange that converted the three- year warrants to be potentially earned under clause (ii) above to 332,002 shares of common stock. As such, the Earn-Out Securities subject to the achievement of the specified performance milestones were 735,822 shares of common stock and a four-year option to purchase 80,000 shares of common stock.

	The Company recorded a contingent consideration obligation related to the Earn-Out Securities at the time of acquisition which totaled $2,750,966, representing the fair value of the estimated payment of the full earn-out. The contingent consideration was classified as a liability because the Earn-Out Securities did not meet the fixed- for-fixed criteria under ASC 815-40-15 for equity classification, since the achievement of the milestones is not solely based on the operations of the Company. Further ASC 815-40-15 required us to re- measure the contingent consideration obligation at the end of every reporting period with the change in value reported in the consolidated statements of operations. Accordingly, we reported a fair value loss of $47,634 and $160,766 for the three and nine months ended September 30, 2014, respectively. We reported a loss of $15,649 and $99,343 for the three and nine months ended September 30, 2013, respectively.

	As of the end of the second earn-out year (July 1, 2013), the second milestone was achieved with over 11 million homes having access to our VOD services. As such, we issued in total 490,548 shares of our common stock and 53,334 options to Mr. Liu for achieving the first two year milestones. As of the end of the third earn-out year (July 1, 2014), the third milestone was achieved with over 30 million homes having access to our VOD services. As such, we issued 245,274 shares of our common stock and 26,666 options to Mr. Liu for achieving the third year milestone on July 1, 2014.

10.	Related Party Transactions

	$3.0 Million Convertible Note

	On May 10, 2012, our Executive Chairman and Principal Executive Officer, Mr. Shane McMahon, made a loan to the Company in the amount of $3,000,000. In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the aggregate principal amount of $3,000,000 (the “Note”). Upon issuance, the conversion price of $4.00 for the Note was equal to the price per share paid for securities by investors in the most recent financing (as of the date of conversion) of equity or equity-linked securities of the Company. Thereafter, on May 21, 2012, at the Company’s request, the Company and Mr. McMahon entered into Amendment No. 1 to the Note, pursuant to which the price per share at which the Note, or any convertible securities into which the Note is converted, may be converted into shares of the Company’s common stock, shall not be less than $4.75, which amount represents the closing bid price of the Company’s common stock on the trading day immediately prior to the date of the Note in accordance with the rules and regulations of The Nasdaq Stock Market, Inc.

	On April 12, 2013, the majority shareholders of the Company approved an amendment to the Note, as amended on May 21, 2012, to remove the $4.75 floor to the conversion price of the Note and such approval and such amendment was effective following the expiration of the 20-day period mandated by Rule 14c-2.

	Effective May 10, 2013, the Company and Mr. McMahon entered into Amendment No. 3 to the Note pursuant to which (i) the Note will mature on November 10, 2013, and (ii) the net proceeds of any financing of equity or equity-linked securities of the Company occurring on or before such date will be used to repay the Note until the full amount of the Note, and all accrued interest on the Note is repaid.

	In connection with the Series D Amendment (as discussed below in Note 11), on November 4, 2013, the Company and Mr. McMahon entered into a waiver, pursuant to which (i) Mr. McMahon waived the Company’s obligation to repay the Note on November 10, 2013, (ii) the Company and Mr. McMahon agreed that the principal and all interest on the Note shall become due and payable on the earlier of (a) the closing of the Series E Financing, or (b) if there is no Series E Financing, the date when the Bridge Note (as discussed below in Note 11) is repaid in full or converted into shares of Series D Preferred Stock, and (iii) Mr. McMahon waived the Company’s obligation to repay the Note with the proceeds received from the issuance of the Bridge Note.

	Effective on January 31, 2014, the Company and Mr. McMahon entered into Amendment No. 4 to the Note pursuant to which the Note will be, at Mr. McMahon’s option, payable on demand or convertible on demand into shares of Series E Preferred Stock of the Company (the “Series E Preferred Stock”) at a conversion price of $1.75, until December 31, 2014. As a result, the Company recognized a beneficial conversion feature discount calculated as the difference between the Series E Preferred Stock at its intrinsic value, which was the fair value of the common stock at the commitment date for the Series E Preferred Stock investment and the effective conversion price. As such, we recognized a beneficial conversion feature of approximately $2,126,000 which was reflected as interest expense since the note was convertible at the issuance date.

	Short-term Loans

	On June 10, 2013, Shane McMahon made a short-term loan in the amount of $40,000 to the Company which was repaid in full on July 11, 2013.

	On June 26, 2013, at the Company’s request, Shane McMahon made a loan to the Company in the amount of $150,000 in order for the Company to make certain payments, pending consummation of the Series D investment transaction described in Note 11. In consideration for the loan, the Company issued a Promissory Note to Mr. McMahon in the aggregate principal amount of $150,000 (the “June 2013 Note”). The June 2013 Note was to mature on the earlier of the Series D investment transaction, or, if that transaction was not consummated, six months from the date of issuance. On July 11, 2013, the Company repaid all amounts owed to Mr. McMahon under the June 2013 Note.

	Video On Demand Business

	Cost of Revenue

	Zhong Hai Video paid licensed content fees of approximately $41,000 and $41,000 for the three months ended September 30, 2014 and 2013, and $122,000 and $121,000 for the nine months ended September 30, 2014 and 2013, respectively, to Hua Cheng Hu Dong (Beijing) Film and Television Communication Co., Ltd., the minority shareholder of Zhong Hai Video.

11.	Series D and Series E Preferred Stock Financing and Convertible Note

	Series D Preferred Stock

	On July 5, 2013, we entered into a Series D Preferred Stock Purchase Agreement (the “Series D Purchase Agreement”) with C Media Limited (the “Investor” or “C Media”), pursuant to which we sold to the Investor 2,285,714 shares of Series D 4% Convertible Redeemable Preferred Stock of the Company (the “Series D Preferred Stock”) for $1.75 per share, or a total purchase price of $4,000,000.

	The Series D Preferred Stock and any dividends thereon could be converted into shares of our common stock at any time by the Investor at a conversion price of $1.75 per share. The dividends on the Series D Preferred Stock were payable, at our option, in cash, if permissible, or in additional shares of common stock. In the event the Series E Preferred Stock financing transaction (discussed below) was not consummated on or prior to October 31, 2013, the Series D Preferred Stock would become immediately redeemable at the option of the Investor. The redemption would be exercised in whole or in part at $1.75 dollars per share, plus all unpaid and accrued dividends. The Investor would have the right to vote with our stockholders in any matter. The Investor would be entitled to one vote per common stock on an as-converted basis, based on the conversion price of $1.75 per share. Upon any liquidation, dissolution or winding-up of the Company, the Investor would be entitled to receive an amount equal to the then-outstanding Series D Preferred Stock at $1.75 per share, plus any accrued and unpaid dividends, prior to and in preference of holders of common stock or Series A, B or C preferred stock.

The Series D Preferred Stock when issued was a hybrid instrument comprised of a (i) a preferred stock and (ii) an option to convert the preferred stock into shares of our common stock (the “Conversion Option”). The Conversion Option derived its value based on the underlying fair value of the shares of our common stock as did the Series D Preferred Stock, and therefore it was clearly and closely related to the underlying preferred stock. Since the Series D Preferred Stock could have been ultimately redeemed at the option of the holder, the carrying value of the shares, net of unamortized discount and accumulated dividends, was classified as temporary equity.

The Company paid issuance costs of approximately $849,000 in cash and issued warrants to the placement agent to purchase 228,571 shares of our common stock at $1.75 per share. The fair value of the warrants was calculated using the Black-Scholes Merton model with the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 70% and an interest rate of 1.60% . The exercise price of the warrants was $1.75. The warrants were valued at $247,995 at the date of issuance. The Series D Preferred Stock was recorded net of issuance costs of $1,097,041 at the issuance date, as a charge to additional paid-in capital, due to our deficit in retained earnings during the period ended December 31, 2013.

The Company recognized a beneficial conversion feature discount on the Series D Preferred Stock at its intrinsic value, which was the fair value of the common stock at the commitment date for the Series D Preferred Stock investment, less the effective conversion price. As such, the Company recognized approximately $183,000 of beneficial conversion feature as a deemed dividend and increase in Series D Preferred Stock on the date of issuance since these shares were convertible at the issuance date. Subsequently, the Company converted the Series D Preferred Stock to Series E Preferred Stock which was binding and legally enforceable by both parties on January 31, 2014 which established a new “commitment date” pursuant to ASC 470-20. As such the previously recognized beneficial conversion feature of $183,000 related to our Series D Preferred Stock was reversed and the Company recognized $2,651,429 of beneficial conversion feature as a deemed dividend related to the exchange of Series D Preferred Stock to Series E Preferred Stock. Further, the Company was obligated to pay cumulative dividends of 4% per annum. In the first quarter of 2014, we paid in full the total cumulative dividends due of $92,054.

$2.0 Million Convertible Note

On November 4, 2013, the Company issued a convertible note to C Media in $2,000,000 principal amount (the “Bridge Note”). The Bridge Note had an annual interest rate of 4% and a maturity date of January 5, 2015. Upon the closing of a financing pursuant to the terms of the Series D Purchase Agreement by and between the Company and C Media, dated as of July 5, 2013, as amended as of November 4, 2013 (as discussed below) in which C Media would invest funds in the Company in exchange for shares of the Series E Preferred Stock, the principal amount and all unpaid interest of the Bridge Note would be automatically converted into shares of Series E Preferred Stock at a conversion price equal to the per share purchase price paid for the Series E Preferred Stock by C Media. If the Bridge Note was not converted into shares of Series E Preferred Stock within 30 days following the issuance of the Bridge Note (or, in the event that all of the conditions to the Series E Financing contained in the Series E Purchase Agreement (defined below) would have been satisfied except the condition set forth in Section 6.1(i)(ii) of the Series E Purchase Agreement, then, at C Media’s option, by January 31, 2014 (the “Optional Extension Date”)), the principal amount and all accrued and unpaid interest under the Bridge Note would, at C Media’s option, be converted into shares of the Company’s Series D Preferred Stock at a conversion price of $1.75 per share. In connection with the issuance of the Bridge Note, we recorded debt issuance costs of $370,008 to current assets to be amortized over the period of the earliest possible conversion date which was January 31, 2014. As such we recorded interest expense of $128,879 and $241,129 during 2014 and 2013, respectively. The issuance costs included cash paid of $241,936 and the issuance of warrants to the placement agent to purchase 114,285 shares of common stock at $1.75 per share. The fair value of the warrants was calculated using the Black-Scholes model with the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 70% and an interest rate of 1.36% . The exercise price of the warrants was $1.75. The warrants were valued at $128,072 at the date of issuance.

Amendment to Series D Stock Purchase Agreement

On November 4, 2013, in connection with the issuance of the Bridge Note, the Company and C Media entered into Amendment No. 1 to the Series D Purchase Agreement (the “Series D Amendment”). Pursuant to the original Series D Purchase Agreement, dated July 5, 2013, the Company and C Media agreed, among other things, that each party would act in good faith and with fair dealing to finalize an agreement for the purchase and sale of shares of Series E Preferred Stock pursuant to the terms of a Series E Purchase Agreement on or before October 31, 2013. Pursuant to the Series D Amendment, the parties agreed that each party would act in good faith and with fair dealing to finalize the Series E Purchase Agreement on or before the 30^th day following the issuance of the Bridge Note.

Also in connection with the Series D Amendment, C Media executed a waiver and consent with the Company as of October 31, 2013 agreeing, among other things, to waive its right to redeem its Series D Preferred Stock as of October 31, 2013 until the 30^th day following the issuance of the Bridge Note or the Optional Extension Date.

On December 4, 2013, C Media exercised its Optional Extension Option which extended the date to January 31, 2014.

	Series E Preferred Stock

	On January 31, 2014, the Company entered into a Series E Preferred Stock Purchase Agreement (the “Series E Purchase Agreement”) with C Media and certain other purchasers (collectively, the “Investors”), pursuant to which the Company issued to the Investors an aggregate of 14,285,714 shares of Series E Preferred Stock of the Company for $1.75 per share, or a total purchase price of $25.0 million. Among the 14,285,714 shares of Series E Preferred Stock issued to the Investors, (i) 1,142,857 shares were issued upon the conversion of the Bridge Note issued to C Media in principal amount of $2,000,000, (ii) 10,857,143 shares were issued for an aggregate purchase price of $19 million, and (iii) 2,285,714 shares were issued upon the conversion of 2,285,714 shares of Series D Preferred Stock held by C Media, which constitute all of the issued and outstanding shares of Series D Preferred Stock, into the Series E Preferred Stock pursuant to the Series E Purchase Agreement. In connection with the issuance of the Series E Preferred Stock, we recorded issuance costs of $4,552,347 to additional paid in capital. The issuance costs included cash paid of $2,386,051 and the issuance of warrants to the placement agent to purchase 1,085,714 shares of common stock at $1.75 per share. The fair value of the warrants was calculated using the Black-Scholes model with the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 70% and an interest rate of 1.49%. The exercise price of the warrants was $1.75. The warrants were valued at $2,166,296 at the date of issuance.

	In connection with the Series E financing, a total beneficial conversion feature of $16,571,429 was recognized in Additional Paid-in Capital.

12.	Warrant Liabilities

	In connection with our August 30, 2012 private financing, we issued 977,063 warrants to investors and the broker. In accordance with FASB ASC 815-40-15-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock”, the warrants have been characterized as derivative liabilities to be re- measured at the end of every reporting period with the change in value reported in the consolidated statement of operations. On August 30, 2012, such warrants were valued at $1,525,000 utilizing a valuation model and were initially recorded as a liability. The warrants are revalued each quarter based on the Monte Carlo valuation, however, as of September 30, 2014, we utilize the Black-Scholes Merton model as an estimate of the Monte Carlo valuation.

	As of September 30, 2014 and December 31, 2013, the warrant liability was re-valued as disclosed in Note 8, Fair Value Measurement, and was adjusted to its current fair value of approximately $620,000 and $1,344,000 as determined by the Company, resulting in a loss of approximately $656,000 for the nine months ended September 30, 2014. During the nine months ended September 30, 2014, 440,813 warrants were exercised at an exercise price $1.50 for gross proceeds received of $661,220.

13.	Net Loss Per Common Share

	Basic net loss per common share attributable to YOU On Demand shareholders is calculated by dividing the net loss attributable to YOU On Demand shareholders by the weighted average number of outstanding common shares during the period. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive.

	In January 2013, the remainder of our Series B Preferred Stock (7,866,800 shares) was converted to 1,048,907 common stock. During 2013 and 2014, all of our Series C Preferred Stock (250,000 shares) was converted to 400,000 common stock. As of September 30, 2014, total of 6,725,716 shares of our Series E Preferred Stock was converted into common stock on a 1:1 basis.

	For the nine months ended September 30, 2014 and 2013, the number of securities convertible into common stock not included in diluted EPS because the effect would have been anti-dilutive consists of the following:

	September 30,	September 30,
	2014	2013
Warrants	2,191,487	1,598,968
Options	1,821,142	1,606,501
Series A Preferred Stock	933,333	933,333
Series C Preferred Stock	-	140,000
Series D 4% Preferred Stock	-	2,308,551
Series E Preferred Stock	7,559,998	-
Convertible promissory note	1,878,481	1,896,612
Total	14,384,441	8,483,965

The Company has reserved its authorized but unissued common stock for possible future issuance in connection with the following:

	September 30,	September 30,
	2014	2013
Exercise of stock warrants	2,191,487	1,598,968
Exercise and future grants of stock options	3,985,605	4,025,319
Conversion of preferred stock	8,493,331	3,381,884
Contingent issuable shares in connection with Sinotop acquisition	-	245,274
Issuable shares from conversion of promissory notes payable	1,878,481	1,896,612
Total	16,548,904	11,148,057

14.	Share-Based Payments

	As of September 30, 2014, the Company has 1,821,142 options and 2,191,487 warrants outstanding to purchase shares of our common stock.

	The following table provides the details of the approximate total share based payments expense during the three months and nine months ended September 30, 2014 and 2013:

		Three Months Ended				Nine Months Ended
		September 30,		September 30,		September 30,		September 30,
		2014		2013		2014		2013
Employees and directors share-based payments	$	912,000	$	112,000	$	1,133,000	$	401,000	(a)
Cost of stock option price reduction		-		-		-		55,000
Stock issued for services		-		57,000		-		442,000
Stock warrants issued for services		-		21,000		-		109,000
	$	912,000	$	190,000	$	1,133,000	$	1,007,000

(a)

The Company awards common stock and stock options to employee and directors as compensation for their services, and accounts for its stock option awards to employees and directors pursuant to the provisions of ASC 718, Stock Compensation. The fair value of each option award is estimated on the date of grant using the Black-Scholes Merton valuation model. The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period.

Stock Options

Effective as of December 3, 2010, our Board of Directors approved the YOU On Demand Holdings, Inc. 2010 Stock Incentive Plan (“the Plan”) pursuant to which options or other similar securities may be granted. The maximum aggregate number of shares of our common stock that may be issued under the Plan is 4,000,000 shares. As of September 30, 2014, options available for issuance is 1,821,142 shares.

Stock option activity for the nine months ended September 30, 2014 is summarized as follows:

	Options		Weighted Average		Intrinsic
	Outstanding		Exercise Price		Value
Outstanding at January 1, 2014	1,878,835	$	2.64
Granted	62,999		3.18
Exercised	(11,598)		1.94
Expired	(44,208)		1.95
Forfeited	(64,886)		1.77
Outstanding at September 30, 2014	1,821,142	$	2.72	$	198,589

Options exercisable at September 30, 2014 (vested)	1,522,209	$	2.87	$	86,015

In the first quarter of 2014, the Company granted 22,435 options to board members for services provided in 2013. The weighted average grant-date fair value of options granted was $2.91. The total intrinsic value of options exercised during the nine months ended September 30, 2014 was $8,553. There were no options granted or exercised for the same period in 2013.

The following table summarizes information concerning outstanding and exercisable options as of September 30, 2014:

		Weighted Average
		Remaining
Range of	Number	Contractual Life		Weighted Average	Number		Weighted Average
Exercise Prices	Outstanding	(Years)		Exercise Price	Exercisable		Exercise Price
$1 - $2	324,500	9.01	$	1.65	81,126	$	1.65
$2 - $3	561,976	6.58		2.05	531,417		2.05
$3 - $5	933,333	5.98		3.39	908,333		3.36
$74 - $75	1,333	3.45		75.00	1,333		75.00
	1,821,142	6.70	$	2.72	1,522,209	$	2.87

The following table summarizes the status of options which contain vesting provisions:

				Weighted
	Number			Average
	of			Grant Date
	Options			Fair Value
Non-vested at January 1, 2014	582,337		$	1.52
Granted	62,999			2.94
Vested	(274,568	)		1.98
Forfeited	(64,886	)		1.19
Non-vested at September 30, 2014	305,882		$	1.46

As of September 30, 2014, the Company had total unrecognized compensation expense related to options granted of approximately $446,000 which will be recognized over a remaining service period of 2.62 years.

Warrants

In connection with the Company’s financings, the Warner Brother Agreement and service agreements, the Company issued warrants to investors and service providers to purchase common stock of the Company.

As of September 30, 2014, the weighted average exercise price of the warrants was $2.20 and the weighted average remaining life was 3.64 years. The following table outlines the warrants outstanding and exercisable as of September 30, 2014 and December 31, 2013:

	September 30,	December 31,
	2014	2013
	Number of			Exercise	Expiration
Warrants Outstanding	Warrants Outstanding			Price	Date

2011 Warner Brothers Warrants	200,000	200,000	$	6.60	05/11/16
2011 Service Agreement Warrants	26,667	26,667	$	7.20	06/15/16
2012 August Financing Warrants	536,250	977,063	$	1.50	08/30/17
2013 Service Agreement Warrants	-	166,667	$	2.00	02/26/18
2013 Broker Warrants (Series D Financing)	228,571	228,571	$	1.75	07/05/18
2013 Broker Warrants (Convertible Note)	114,285	114,285	$	1.75	11/04/18
2014 Broker Warrants (Series E Financing)	1,085,714	-	$	1.75	01/31/19

	2,191,487	1,713,253

15.	Income Taxes

	As of September 30, 2014, the Company had approximately $24.6 million of the U.S domestic cumulative tax loss carryforwards (which excludes the NOL carryforwards of approximately $1.7 million because of the uncertainty of the position being sustained) and approximately $15.0 million of the foreign cumulative tax loss carryforwards which may be available to reduce future income tax liabilities in certain jurisdictions. These U.S. and foreign tax loss carryforwards will expire beginning year 2027 through 2034 and year 2015 to year 2019, respectively. We have established a 100% valuation allowance against our net deferred tax assets due to our history of pre-tax losses and the likelihood that the deferred tax assets will not be realizable. Further, a net deferred tax liability arises from one jurisdiction. The valuation allowance increased approximately $0.5 million and $3.0 million during the three and nine months ended September 30, 2014, respectively.

	We are not aware of any unrecorded tax liabilities which would impact our financial positions of our results of operations.

16.	Commitments and Contingencies

	Severance Commitment

	The Company has employment agreements with certain employees that provide severance payments upon termination of employment under certain circumstances, as defined in the applicable agreements. As of September 30, 2014, the Company's potential minimum cash obligation to these employees was approximately $1,812,000.

	Operating Lease Commitment

	The Company is committed to paying leased property costs related to our offices in New York and China through 2017 as follows:

		Leased
		Property
Years Ending December 31,		Costs
2014 (3 months)	$	253,000
2015		822,000
2016		698,000
2017		58,000
Thereafter		-
Total	$	1,831,000

Licensed Content Commitment

The Company is committed to paying content costs through 2016 as follows:

		Content
Years Ending December 31,		Costs
2014 (3 months)	$	413,000
2015		2,857,000
2016		2,655,000
Thereafter		-
Total	$	5,925,000

	From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

17.	Subsequent Events

	Management evaluated subsequent events after September 30, 2014 through the latest practicable date, and concluded that no subsequent event has occurred that would require recognition or disclosure in the unaudited consolidated financial statements.

Cautionary Note Regarding Forward Looking Statements

This Form 10-Q contains “forward-looking” statements that involve risks and uncertainties. You can identify these statements by the use of forward-looking words such as "may", "will", "expect", "anticipate", "estimate", "believe", "continue", or other similar words. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or financial condition or state other "forward-looking" information. We believe that it is important to communicate our future expectations to our investors. However, these forward-looking statements are not guarantees of future performance and actual results may differ materially from the expectations that are expressed, implied or forecasted in any such forward-looking statements. There may be events in the future that we are unable to accurately predict or control, including weather conditions and other natural disasters which may affect demand for our products, and the product–development and marketing efforts of our competitors. Examples of these events are more fully described in the Company’s 2013 Annual Report under Part I. Item 1A. Risk Factors.

Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents the Company files from time to time with the SEC, particularly its Quarterly Reports on Form 10-Q, Annual Report on Form 10-K , Current Reports on Form 8-K and all amendments to those reports.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. In addition to historical information, the following discussion contains certain forward-looking information. See “Cautionary Note Regarding Forward Looking Statements” above for certain information concerning those forward looking statements.

Overview

We are a multi-platform media company that principally operates in China through our subsidiaries and VIE. We provide integrated value-added service solutions business for the delivery of video on demand (“VOD”) and enhanced premium content to digital cable providers, IPTV (Internet Protocol Television) providers, Over-the-Top (“OTT”) providers and mobile manufacturers.

On July 30, 2010, we acquired Sinotop Hong Kong through our subsidiary, CB Cayman. Through a series of contractual arrangements, Sinotop Hong Kong controls Sinotop Beijing, a corporation established in the People’s Republic of China (“PRC”) which is the 80% owner of Zhong Hai Video, our primary operating company.

Our Discontinued Broadband Business

Prior to July 31, 2013, through Jinan Broadband, we provided to our customers cable and wireless broadband services, principally internet services, Internet Protocol Point wholesale services, related network equipment rental and sales, and fiber network construction and maintenance. Jinan Broadband, was 49% owned by Jinan Parent and 51% owned by our wholly owned subsidiary, WFOE. Effective July 31, 2013, we sold our 51% interest in Jinan Broadband to Shandong Broadcast Network Limited. Jinan Broadband is accounted for as discontinued operations in the unaudited consolidated financial statements included in this quarterly report on Form 10-Q.

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by the following factors:

	•	*Our ability to adapt our product and service offerings to meet consumer demands*. Our expansion prospect is dependent on continued development of our product and services. The content distribution industry in China is highly competitive and dominated by large Internet companies that have more resources than us. The growth of our business will depend on whether we can develop new services and products that can offer higher quality contents, technological innovation and unique user experience.

	•	*Our ability to expand our subscriber base*. Our business is affected by the overall size of our user base, which in turn is determined by, among other factors, (i) user experience of our service and products, (ii) our relationship with distribution platforms, such as digital cable and IPTV providers and mobile product manufacturers, (iii) expansion of our business to include increased service offering and (iv) the expansion of our subscribers beyond smartphones to mobile tablets and other Internet-enabled mobile devices.

	•	*Our ability to achieve revenue growth and meet internal or external expectations of future performance*. In the past year, we have shifted our focus to our core VOD business and our business model is still evolving. Our financial performance is affected by, among other things, our ability to come to favorable business terms with our distribution partners, manage and procure contents in a cost-effective manner and manage our operating expenses. Overall, our operating expenses have been decreasing but we have also incurred certain additional costs related our financing activities and maintaining our public company status.

•

Changes in China’s economic, political or social policies or conditions could have a significant impact on our business and operations. We operate in China and derive all of our revenues from sales to customers in China. Accordingly, our business, financial condition and results of operation is significantly influenced by the political, social and economic policies and conditions in China. While the Chinese economy has experienced significant growth over the past decade, growth has been uneven, both geographically and among various sectors of the economy. In addition, the Chinese government continues to play a significant role in regulating telecommunication and Internet industry development by imposing certain laws and regulations concerning Internet access and distribution of video content and other information over traditional and new media platforms. Some of the laws and regulations are also relatively new and involving and their interpretation and enforcement involve significant uncertainty.

Taxation

United States

YOU On Demand Holdings, Inc. is subject to United States tax at a tax rate of 34%. No provision for income taxes in the United States has been made as YOU On Demand Holdings, Inc. had no income taxable in the United States since inception.

Cayman Islands

CB Cayman was incorporated in the Cayman Islands. Under the current law of the Cayman Islands, CB Cayman is not subject to income or capital gains tax. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.

Hong Kong

Our subsidiary, Sinotop Hong Kong, was incorporated in Hong Kong and under the current laws of Hong Kong, is subject to Profits Tax of 16.5% . No provision for Hong Kong Profits Tax has been made as Sinotop Hong Kong has no taxable income.

The People’s Republic of China

Under the Enterprise Income Tax Law, our Chinese subsidiaries and VIEs are subject to an earned income tax of 25.0% .

Our future effective income tax rate depends on various factors, such as tax legislation, the geographic composition of our pre-tax income and non-tax deductible expenses incurred. Our management carefully monitors these legal developments to determine if there will be any change in the statutory income tax rate.

Consolidated Results of Operations

Comparison of Three Months Ended September 30, 2014 and 2013

		Three Months Ended
		September 30,			September 30,			Amount		%
		2014			2013			Change		Change

Revenue	$	645,000		$	95,000		$	550,000		579%
Cost of revenue		873,000			712,000			161,000		23%
Gross loss		(228,000	)		(617,000	)		389,000		-63%

Operating expense:
Selling, general and administrative expenses		1,861,000			1,727,000			134,000		8%
Professional fees		114,000			78,000			36,000		46%
Depreciation and amortization		125,000			155,000			(30,000	)	-19%
Total operating expense		2,100,000			1,960,000			140,000		7%

Loss from operations		(2,328,000	)		(2,577,000	)		249,000		-10%

Interest and other income/(expenses)
Interest expense, net		(29,000	)		(29,000	)		-		-
Change in fair value of warrant liabilities		282,000			(7,000	)		289,000		-4,219%
Change in fair value of contingent consideration		(48,000	)		(16,000	)		(32,000	)	200%
Gain/(loss) on investment in unconsolidated entities		(6,000	)		9,000			(15,000	)	-167%
Others		(16,000	)		(12,000	)		(4,000	)	33%

Loss from continuing operations before income tax and non-controlling interest		(2,145,000	)		(2,632,000	)		487,000		-19%

Income tax benefit		29,000			21,000			8,000		38%

Net loss from continuing operations		(2,116,000	)		(2,611,000	)		495,000		-19%

Net income from discontinued operations		-			5,590,000			(5,590,000	)	-100%

Net income/(loss)		(2,116,000	)		2,979,000			(5,095,000	)	-171%

Net loss attributable to non-controlling interest		169,000			193,000			(24,000	)	-12%

Net income/(loss) attributable to YOU On Demand shareholders		(1,947,000	)		3,172,000			(5,119,000	)	-161%

Dividends on preferred stock		-			(1,030,000	)		1,030,000		-100%

Net income/(loss) attributable to YOU on Demand common shareholders	$	(1,947,000	)	$	2,142,000		$	(4,089,000	)	-191%

Revenue

Revenue for the three months ended September 30, 2014, totaled $645,000, as compared to $95,000 for 2013. The increase in revenue of approximately $550,000 was attributable to the growth of our VOD business.

Gross Loss

Our gross loss for the three months ended September 30, 2014 was $228,000, as compared to $617,000 during the same period in 2013. The decrease in gross loss of approximately $389,000, or 63%, was mainly due to increased revenue related to our VOD business. Our cost of revenue is primarily comprised of content licensing fees. Our content license agreements with production companies incorporate minimum guaranteed payment levels. As our operations are just evolving, revenues from operations do not yet meet the threshold at which they exceed those costs.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses for the three months ended September 30, 2014, increased approximately $134,000 to $1,861,000, as compared to $1,727,000 for the three months ended September 30, 2013.

Salaries and personnel costs are the primary components of selling, general and administrative expenses. For the three months ended September 30, 2014 salaries and personnel costs accounted for 47% of our selling, general and administrative expenses. For the three months ended September 30, 2014, salaries and personnel costs totaled $866,000, a decrease of $6,000, as compared to $872,000 for the same period of 2013 due to staff reductions made as part of our cost savings initiatives.

The other major components of our selling, general and administrative expenses include technology, marketing, business development, rent expenses and regulatory expenses. For the three months ended September 30, 2014, these costs totaled $770,000, a net increase of $497,000, or 182%, as compared to $273,000 for the same period in 2013, due primarily to increases in the compensation paid to our board members and increased costs in technology and rent expense.

Professional Fees

Professional fees are generally related to public company reporting and governance expenses as well as legal fees related to expansion of our VOD business. Our costs for professional fees increased $36,000, or 46%, to $114,000 for the three months ended September 30, 2014, from $78,000 during 2013. The increase in professional fees was primarily due to legal fees incurred during the expansion in our VOD business. This increase was partially offset by the decrease in accounting service fees due to timing in accounting services related to our transition to a new audit firm.

Depreciation and Amortization

Our depreciation and amortization expense decreased $30,000, or 19%, to $125,000 in the three months ended September 30, 2014, from $155,000 during 2013. The decrease was primarily due to full amortization of certain software in the beginning of 2014 and write-off of certain office equipment in year end of 2013.

Change in Fair Value of Warrant Liabilities

Certain of our warrants are characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations and, accordingly, we reported a gain of $282,000 and a loss of $7,000 for the three months ended September 30, 2014 and 2013, respectively. The changes are primarily due to fluctuations in our closing stock price.

Change in Fair Value of Contingent Consideration

Our contingent consideration related to our acquisition of Sinotop Hong Kong is classified as a liability because the Earn-Out Securities do not meet the fixed-for-fixed criteria under ASC 815-40-15 since the contingency was not solely based on the Company’s operations. Further, ASC 815-40-15 requires us to re-measure at the end of every reporting period with the change in value reported in the statement of operations and, accordingly, we reported a loss of $48,000 and $16,000 for the three months ended September 30, 2014 and 2013, respectively. The changes are primarily due to fluctuations in our closing stock price. The earn-out provisions were fully met on July 1, 2014 and the contingency was thereby resolved on that date.

Discontinued Operations

Effective July 31, 2013, we sold our 51% interest in Jinan Broadband to Shandong Broadcast Network Limited in order to focus on our core VOD business and help with cash flow needs. As such, Jinan Broadband is accounted for as discontinued operations in our unaudited consolidated financial statements included in this report.

Net Loss Attributable to Non-controlling Interest

Hua Cheng has a 20% non-controlling interest in Zhong Hai Video and as such we allocate 20% of the operating loss of Zhong Hai Video to Hua Cheng. During the three months ended September 30, 2014, $169,000 of our operating loss from Zhong Hai Video was allocated to Hua Cheng, as compared to $193,000 during the same period of 2013.

Comparison of Nine Months Ended September 30, 2014 and 2013

		Nine Months Ended
		September 30,			September 30,			Amount		%
		2014			2013			Change		Change

Revenue	$	965,000		$	147,000		$	818,000		556%
Cost of revenue		2,606,000			2,351,000			255,000		11%
Gross loss		(1,641,000	)		(2,204,000	)		563,000		-26%

Operating expense:
Selling, general and administrative expense		5,772,000			5,857,000			(85,000	)	-1%
Professional fees		376,000			474,000			(98,000	)	-21%
Depreciation and amortization		415,000			621,000			(206,000	)	-33%
Impairments		-			311,000			(311,000	)	-100%
Total operating expense		6,563,000			7,263,000			(700,000	)	-10%

Loss from operations		(8,204,000	)		(9,467,000	)		1,263,000		-13%

Interest & other income/(expense):
Interest expense, net		(2,346,000	)		(89,000	)		(2,257,000	)	2,536%
Change in fair value of warrant liabilities		(656,000	)		(37,000	)		(619,000	)	1,673%
Change in fair value of contingent consideration		(161,000	)		(99,000	)		(62,000	)	63%
Loss on investment in unconsolidated entities		(17,000	)		8,000			(25,000	)	-313%
Gain on sale of subsidiary		755,000			-			755,000		-
Loss on dissolution of a variable interest entity		(27,000	)		-			(27,000	)	-
Others		(82,000	)		59,000			(141,000	)	-239%

Loss from continuing operations before income tax and non-controlling interest		(10,738,000	)		(9,625,000	)		(1,113,000	)	12%

Income tax benefit		84,000			82,000			2,000		2%

Net loss from continuing operations		(10, 654,000	)		(9,543,000	)		(1,111,000	)	12%

Net income from discontinued operations		-			5,255,000			(5,255,000	)	-100%

Net loss		(10,654,000	)		(4,288,000	)		(6,366,000	)	148%

Net loss attributable to non-controlling interest		697,000			835,000			(138,000	)	-17%

Net loss attributable to YOU On Demand shareholders		(9,957,000	)		(3,453,000	)		(6,504,000	)	188%

Dividends on preferred stock		(16,402,000	)		(1,030,000	)		(15,372,000	)	1,492%

Net loss attributable to YOU on Demand common shareholders	$	(26,359,000	)	$	(4,483,000	)	$	(21,876,000	)	488%

Revenue

Revenue for the nine months ended September 30, 2014, totaled $965,000, as compared to $147,000 for the same period in 2013. The increase in revenue of approximately $818,000 was attributable to the growth of our VOD business.

Gross Loss

Our gross loss for the nine months ended September 30, 2014 was $1,641,000, as compared to $2,204,000 during the same period in 2013. The decrease in gross loss of approximately $563,000, or 26%, was mainly due to increased revenue related to our VOD business. Our cost of revenue is primarily comprised of content licensing fees. Our content license agreements with production companies incorporate minimum guaranteed payment levels. As our operations are just evolving, revenues from operations do not yet meet the threshold at which they exceed those costs.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses for the nine months ended September 30, 2014, decreased approximately $85,000, to $5,772,000, as compared to $5,857,000 for the nine months ended September 30, 2013.

Salaries and personnel costs are the primary components of selling, general and administrative expenses. For the nine months ended September 30, 2014 salaries and personnel costs accounted for 46% of our selling, general and administrative expenses. For the nine months ended September 30, 2014, salaries and personnel costs totaled $2,690,000, a decrease of $310,000, or 10%, as compared to $3,000,000 for the same period of 2013 due to staff reductions made as part of our cost savings initiatives.

The other major components of our selling, general and administrative expenses include technology, marketing, business development, rent expenses and regulatory expenses. For the nine months ended September 30, 2014, these costs totaled $2,322,000, a net increase of $1,084,000, or 88%, as compared to $1,238,000 in 2013, due primarily to increases in the compensation paid to our board members and increased costs in technology and rent expense.

Professional Fees

Professional fees are generally related to public company reporting and governance expenses as well as legal fees related to expansion of our VOD business. Our costs for professional fees decreased $98,000, or 21%, to $376,000 for the nine months ended September 30, 2014, from $474,000 during 2013. The decrease in professional fees was due to reductions in both consulting fees and timing in accounting services related to our transition to a new audit firm.

Depreciation and Amortization

Our depreciation and amortization expense decreased $206,000, or 33%, to $415,000 in the nine months ended September 30, 2014, from $621,000 during 2013.The decrease was mainly due to full amortization of non-compete agreement as of January 31, 2013, and, to a lesser extent, write-off of certain office equipment.

Interest Expense, Net

Our interest expense increased $2,257,000 to $2,346,000 for the nine months ended September 30, 2014, from $89,000 during 2013, primarily due to (1) the amortization of debt issuance costs related to the issuance of the $2.0 million convertible note and (2) the recognition of the beneficial conversion feature of $2,126,000 related to the modification of the $3.0 million convertible note as discussed in Note 11 of the unaudited consolidated financial statements included in this report.

Change in Fair Value of Warrant Liabilities

Certain of our warrants are characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations and, accordingly, we reported a loss of $656,000 and $37,000 for the nine months ended September 30, 2014 and 2013, respectively. The changes are primarily due to increases in our closing stock price.

Change in Fair Value of Contingent Consideration

Our contingent consideration related to our acquisition of Sinotop Hong Kong is classified as a liability because the Earn-Out Securities do not meet the fixed-for-fixed criteria under ASC 815-40-15 since the contingency was not solely based on the Company’s operations. Further, ASC 815-40-15 requires us to re-measure at the end of every reporting period with the change in value reported in the statement of operations and, accordingly, we reported a loss of $161,000 and $99,000 for the nine months ended September 30, 2014 and 2013, respectively. The changes are primarily due to increases in our closing stock price. The earn-out milestones were all achieved on July 1, 2014 and the contingency was thereby resolved on that date.

Gain on Sale of Subsidiary and Loss of a VIE

Effective March 25, 2014, we deconsolidated our ownership in WFOE and Jinan Zhong Kuan. As such, we recorded a gain of $755,000 on the sale of WFOE and a loss of $27,000 on dissolution of Jinan Zhong Kuan as discussed in Note 3 of our unaudited consolidated financial statements included in this report.

Discontinued Operations

Net Loss Attributable to Non-controlling Interest

Hua Cheng has a 20% non-controlling interest in Zhong Hai Video and as such we allocate 20% of the operating loss of Zhong Hai Video to Hua Cheng. During the nine months ended September 30, 2014, $697,000 of our operating loss from Zhong Hai Video was allocated to Hua Cheng, as compared to $835,000 during the same period of 2013.

Dividends on Preferred Stock

For the nine months ended September 30, 2014, in connection with the issuance of Series E Preferred Stock, we recorded dividends of approximately $16,402,000. This amount is comprised of (1) recognition of a deemed dividend for a beneficial conversion feature discount of $16,571,000, (2) reversal of a deemed dividend for the beneficial conversion feature discount of $183,000 related to the extinguishment of the Series D Preferred Stock and (3) cash dividends paid of $14,000 for January 2014, which is part of the total cash dividend paid, amounting to $92,054, in the nine months ended September 30, 2014.

Liquidity and Capital Resources

As of September 30, 2014, we had cash and cash equivalents of approximately $13,045,000. Approximately $3,873,000 was held in our Hong Kong entity and $8,212,000 was held in our China entities. The Company has no plans to repatriate these funds. As of September 30, 2014, we had working capital of approximately $8,099,000.

The following table provides a summary of our net cash flows from operating, investing, and financing activities.

		Nine Months Ended
		September 30,			September 30,
		2014			2013
Net cash used in operating activities	$	(7,990,000	)	$	(5,694,000	)
Net cash used in investing activities		(285,000	)		(638,000	)
Net cash provided by financing activities		17,517,000			3,151,000
Effect of exchange rate changes on cash		(20,000	)		14,000
Net increase/(decrease) in cash and cash equivalents		9,222,000			(3,167,000	)

Total cash and cash equivalents at beginning of period		3,823,000			4,381,000
Less cash and cash equivalents of discontinued operations at beginning of period		-			1,103,000
Cash and cash equivalents of continuing operations at beginning of period		3,823,000			3,278,000

Total cash and cash equivalents at end of period	$	13,045,000		$	1,214,000

Operating Activities

Cash used in operating activities increased for the nine months ended September 30, 2014 compared to 2013 primarily due to increased content license payments and increased operational costs arising from our transition into our VOD business. Our content license agreements with production companies incorporate minimum guarantee payments, most of which increase year-over-year.

Investing Activities

Cash used in investing activities for the nine months ended September 30, 2014 was primarily used for investment in Shandong Lushi Media Co., Ltd (“Shandong Media”), a PRC company 30% owned by Sinotop Beijing, and, to a lesser extent, the acquisition of property and equipment. In August 2014, we invested US$209,000 (approximately RMB1.29 million) in Shandong Media to maintain our 30% equity ownership. Cash used in investing activities for the nine months ended September 30, 2013 was used for the acquisition of property and equipment and investments in intangibles.

Financing Activities

The Company must continue to rely on debt and equity to pay for ongoing operating expenses in order to execute its business plan.

In January 2014, we received investment net proceeds of approximately $16,614,000 from the sale of the Series E Preferred Stock and we received approximately $996,000 from the exercise of warrants and options from certain investors and employees.

In addition, we believe we have the ability to raise funds by various methods including utilization of our $50 million shelf registration of which $47.3 million is remaining as well as other means of financing such as debt or private investment. However, financing may not be available to the Company on terms acceptable to us or at all or such resources will be received in a timely manner. Further we may need approval to seek additional financing from the shareholders from the August 2012 private financing in the event we do a public financing.

The fact that we have incurred significant continuing losses and continue to rely on debt and equity financings to fund our operations to date, could raise substantial doubt about our ability to continue as a going concern. As of September 30, 2014, the Company has an accumulated operating loss of approximately $92.3 million. The unaudited consolidated financial statements included in this report have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.

Effects of Inflation

Inflation and changing prices could have an effect on our business and we expect that inflation or changing prices could materially affect our business in the foreseeable future. Our management will closely monitor the price change and make efforts to maintain effective cost control in operations.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

Seasonality

Our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, as a result of new market opportunities or new product introductions.

Critical Accounting Policies and Significant Judgments and Estimates

The discussion and analysis of our financial condition and results of operation are based upon our unaudited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Note 2 to the consolidated financial statements in our 2013 Annual Report includes a summary of our most significant accounting policies.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, inventories, income taxes, interest expenses, deemed dividend, stock-based compensation and contingent liabilities. Management bases its estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Periodically, we review our critical accounting estimates with the Audit Committee of our Board of Directors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2014. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2014 and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control. The Company continues to invest resources in order to upgrade internal controls.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our property is subject. To the best of our knowledge, no such actions against us are contemplated or threatened.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our 2013 Annual Report which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Item 2. Unregistered Sales of Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the fiscal quarter ended September 30, 2014.

Item 3. Defaults Upon Senior Securities

There were no defaults upon senior securities during the fiscal quarter ended September 30, 2014.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

See Exhibit Index.

EXHIBIT INDEX

31.1	Certification by Principal Executive Officer pursuant to Sarbanes Oxley Section 302.
31.2	Certification by Principal Financial Officer pursuant to Sarbanes Oxley Section 302.
32.1	Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2	Certification by Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
101.	INS Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRLTaxonomy Extension Presentation Linkbase Document

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on September 14, 2014.

	YOU ON DEMAND HOLDINGS, INC

By:	/s/ Marc Urbach
	Name: Marc Urbach
	Title: President and Chief Financial Officer
	(Principal Accounting Officer, Principal
	Financial Officer and an Authorized Officer)

	Exhibit Index
31.1	Certification by Principal Executive Officer pursuant to Sarbanes Oxley Section 302.
31.2	Certification by Principal Financial Officer pursuant to Sarbanes Oxley Section 302.
32.1	Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2	Certification by Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
101.	INS Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRLTaxonomy Extension Presentation Linkbase Document

EXHIBIT 31.1

CERTIFICATIONS

I, Shane McMahon, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of YOU On Demand Holdings, Inc.;

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.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under 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 our 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 registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

	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.

Date: November 13, 2014

Shane McMahon
Shane McMahon
Chairman
(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATIONS

I, Marc Urbach, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of YOU On Demand Holdings, Inc.;

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.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under 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 our 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 registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

	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.

Date: November 13, 2014

Marc Urbach
Marc Urbach
President and Chief Financial Officer
(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Shane McMahon, Chairman of YOU ON DEMAND HOLDINGS, INC. (the “Company”), DOES HEREBY CERTIFY that:

1. The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, the undersigned has executed this statement this 13th day of November, 2014.

Shane McMahon
Shane McMahon
Chairman
(Principal Executive Officer)

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

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Marc Urbach, President and Chief Financial Officer of YOU ON DEMAND HOLDINGS, INC. (the “Company”), DOES HEREBY CERTIFY that:

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, the undersigned has executed this statement this 13th day of November, 2014.

Marc Urbach
Marc Urbach
President and Chief Financial Officer
(Principal Financial and Accounting Officer)

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