Corporate Information

Symbol CHMD
Listed Exchange OTC
Mission Statement 1. To become a leading new age Digital Service Provider (DSP); building a well-established brand within the region; providing entry into the new sector of digital services through telecommunication media and devices.

2. To be a reputable fiber optic cable infrastructure provider in delivering a fiber backbone network of high performance.

Audit Committee

Median Group Inc (the “Company”), as part of its continuous improvement efforts desires to strengthen its Board oversight of accounting and reporting functions through this Charter setting forth the duties and authority of the Company’s Audit Committee.

Organization

The Audit Committee (the “Committee”) of the Board of Directors shall be comprised of at least two (2) directors. If composed of only two (2) members, at least one member shall meet the independence and experience requirements of Rule 4200(a)(15) of the NASD’s listing standards, as such sections may be modified or supplemented from time to time. If composed of three (3) or more members, a majority of the members shall meet the independence and experience requirements of Rule 4200(a)(15) of the NASD’s listing standards. All Committee members will be financially literate or shall become financially literate within a reasonable period of time after appointment to the Committee, by experience or otherwise, and at least one member will have accounting or related financial management expertise. Audit Committee members shall not simultaneously serve on the audit committees of more than two other public companies. The members of the Audit Committee shall be appointed by the Board on the recommendation of the Nominating Committee. Audit Committee members may be replaced by the Board.

The Company’s independent auditors are selected approved by, and report directly to the Audit Committee. If the Company establishes an internal audit function, the head of such internal audit function shall also report directly to the Audit Committee.

Statement of Policy

The Committee shall provide assistance to the Board of Directors in fulfilling the Board members’ responsibility to the stockholders, potential stockholders, and the investment community relating to corporate accounting and reporting practices of the Company, as required by all applicable state and federal laws, rules and regulations, and overseeing the quality and integrity of financial reports of the Company. In so doing, it is the responsibility of the Committee to maintain free and open communication between the members of the Board of Directors, the independent auditors and the Company’s principal financial officer.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to prepare financial statements, conduct audits or provide professional certification as to whether the Company’s financial statements are complete and accurate; this is the responsibility of management and the independent accountants.

Key Responsibilities

The Company’s management is responsible for preparing the Company’s financial statements and the independent auditors are responsible for auditing these financial statements. The Committee is responsible for assisting the Board in overseeing the conduct of these activities by the Company’s management and the independent auditors, and the integrity of the Company’s financial statements. The financial management and the independent auditors of the Company have more time, knowledge and more detailed information on the Company than do Committee members. Consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent auditors’ work. The Committee is also responsible for preparing the Report of the Audit Committee that SEC rules require be included in the Company’s annual proxy statement.

In carrying out its oversight responsibilities, the Committee shall perform the following functions:

Oversight of Independent Auditors.

In the course of its oversight of the independent auditors as provided under this Charter, the Committee will be guided by the premise that the independent auditors are ultimately accountable to the Board and the Committee.

  1. The Committee, subject to any action that may be taken by the full Board, shall have the ultimate authority and responsibility to appoint, retain, compensate, evaluate and, when appropriate, terminate the independent auditors. This responsibility includes resolving disagreements between management and the independent auditors regarding financial reporting. The Committee shall assist the Board in its oversight of the qualifications, independence and performance of the independent auditors.
  2. The Committee shall:
    • receive from the independent auditors annually, a formal written statement delineating the relationships between the auditors and the Company consistent with Independence Standards Board Standard Number 1;
    • discuss with the independent auditors the scope of any such disclosed relationships and their impact or potential impact on the independent auditors’ independence and objectivity; and
    • recommend that the Board take appropriate action in response to the independent auditors’ report to satisfy itself of the auditor’s independence.
  3. The Committee shall review and approve the original proposed scope of the annual independent audit of the Company’s financial statements and the associated engagement fees, as well as any significant variations in the actual scope of the independent audit and the associated engagement fees.
  4. The Committee shall set hiring policies for employees or former employees of the independent auditors.
  5. At least annually, the Committee shall obtain and review a report by the independent auditors describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess the auditor’s independence) all relationships between the independent auditors and the Company.
  6. The Committee shall review with the independent auditors any difficulties the auditors encountered in the course of the audit work, including restrictions on the scope of work or access to requested information, and any significant disagreements with management.
Oversight of Internal Auditors.

The Committee shall review and discuss with management and the independent auditors:

  1. The quality and adequacy of the Company’s internal accounting controls.
  2. The organization of the internal audit department, the adequacy of its resources and the competence and performance of the internal audit staff.
  3. The audit risk assessment process and the proposed scope of the internal audit department for the upcoming year and the coordination of that scope with independent auditors.
  4. Results of the internal auditors’ examination of internal controls including summaries of inadequate reports issued and/or management improprieties together with management’s response thereto.
Oversight of Management’s Conduct of the Company’s Financial Reporting Process.
  1. Audited Financial Statements. The Committee shall discuss with management and the independent auditors the audited financial statements to be included in the Company’s Annual Report on Form 10-K (or the Annual Report to Shareholders if distributed prior to the filing of Form 10-K) and review and consider with the independent auditors the matters required to be discussed by the applicable Statement of Auditing Standards (“SAS”). Based on these discussions, the Committee will advise the Board of Directors whether it recommends that the audited financial statements be included in the Annual Report on Form 10-K (or the Annual Report to Shareholders).
  2. Interim Financial Statements. The Committee, through its Chairman or the Committee as a whole, will review with management and the independent auditors, prior to the filing thereof, the Company’s interim financial results to be included in the Company’s quarterly reports on Form 10-Q and the matters required to be discussed by the applicable SAS. The Committee will also discuss the Company’s annual audited financial statements and quarterly financial statements with management and the independent auditors, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
  3. Financial Reporting Practices. The Committee shall review:
    • Changes in the Company’s accounting policies and practices and significant judgments that may affect the financial results.
    • The nature of any unusual or significant commitments or contingent liabilities together with the underlying assumptions and estimates of management.
    • The effect of changes on accounting standards that may materially affect the Company’s financial reporting practices.
  4. Financial Information Disclosure. The Committee shall in a general manner discuss earnings press releases, as well as the types of financial information and earnings guidance that are given to analysts and rating agencies.
  5. Risk Assessment. The Committee shall discuss with management the guidelines, policies and processes relied upon and used by management to assess and manage the Company’s exposure to risk.

Assist the Board in Oversight of the Company’s Compliance with Policies and Procedures Addressing Legal and Ethical Concerns.

  1. The Committee shall review and monitor, as appropriate:
    • Results of compliance programs, including the Company’s Policy on Business Conduct.
    • Litigation or other legal matters that could have a significant impact on the Company’s financial results.
    • Significant findings of any examination by regulatory authorities or agencies, in the areas of securities, accounting or tax, such as the Securities and Exchange Commission or the Internal Revenue Service.
    • The Company’s disclosure controls and procedures.
  2. By approving and adopting recommendations of management, the Committee shall ensure that procedures have been established for the receipt, retention and treatment of complaints from Company employees on accounting, internal accounting controls or auditing matters, as well as for the confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters.
  3. The Committee shall report regularly to the Board on its meetings and discussions and review with the Board significant issues or concerns that arise at Committee meetings, including its evaluation of the independent auditors.
  4. The Committee shall conduct an annual evaluation of its performance in fulfilling its duties and responsibilities under this Charter.
  5. The chairman or any one or more members of the Committee, as designated by the Committee, may act on behalf of the Committee.
  6. The Committee shall have authority and appropriate funds to retain and consult with outside legal, accounting or other advisors as the Committee may deem appropriate.
  7. The adequacy of this Charter shall be reviewed by the Committee on an annual basis. The Committee will recommend to the Board any modifications to this Charter, which the Committee deems appropriate, for approval by the Board.

Business Ethics

Code of Ethics

Today’s customers expect a personalized buying experience and are becoming adept at tracking down the best deals, the most flexible models, and the most competitive pricing; they are also becoming less brand-focused. They are exercising greater choice through online self-service, and rejecting rigid contracts, long-term commitments or outdated tariffs and fixed rate plans. As a result, they are looking at viable alternatives to MNOs in the form of innovative and price competitive providers that offer services that can be personalized to suit their lifestyle.

As consumers evolve and become more digitally-empowered, connected and informed, they are also less loyal to telcos. Even worse, almost half of customers are antagonists who harbour negative opinions about their provider and possibly talk negatively about them. At the same time, consumers’ expectations regarding price, service and delivery have soared.

MGI will compete on a different basis than those of yesteryear that relied on price as the main competitive factor. These businesses are nimbler than the incumbents service providers, and will enter new markets with highly segmented, personalized offers rather than merely trying to compete on price.

The speed at which this change is sweeping through the industry is putting MGI’s service concept and business model on the fast track. It is not just about cheap calls or ethnic target subscribers; it is about market upheaval and a loud wake up call for established MNOs. MGI’s business model is based on the new reality that pitches a practical and highly attractive proposition that rests on delivering what customers want. The key to achieving choice and gratification is real-time customer interaction, a model that allows customers to deal with us online, and instantly make purchases, regulate usage and tailor packages to suit their own needs – all from their mobile devices. This level of personalization and self-configuration is highly empowering for the end-users. It provides them with immense levels of satisfaction with the overall service experience, contributing to brand loyalty and greater brand advocacy. MGI will be adapting to new market realities faster than the MNOs, largely because we do not have to own any physical network assets and derive our agility from the intellectual ownership of powerful virtual propositions without the need to own any network.

Code of Ethics

Today’s customers expect a personalized buying experience and are becoming adept at tracking down the best deals, the most flexible models, and the most competitive pricing; they are also becoming less brand-focused. They are exercising greater choice through online self-service, and rejecting rigid contracts, long-term commitments or outdated tariffs and fixed rate plans. As a result, they are looking at viable alternatives to MNOs in the form of innovative and price competitive providers that offer services that can be personalized to suit their lifestyle.

As consumers evolve and become more digitally-empowered, connected and informed, they are also less loyal to telcos. Even worse, almost half of customers are antagonists who harbour negative opinions about their provider and possibly talk negatively about them. At the same time, consumers’ expectations regarding price, service and delivery have soared.

MGI will compete on a different basis than those of yesteryear that relied on price as the main competitive factor. These businesses are nimbler than the incumbents service providers, and will enter new markets with highly segmented, personalized offers rather than merely trying to compete on price.

The speed at which this change is sweeping through the industry is putting MGI’s service concept and business model on the fast track. It is not just about cheap calls or ethnic target subscribers; it is about market upheaval and a loud wake up call for established MNOs. MGI’s business model is based on the new reality that pitches a practical and highly attractive proposition that rests on delivering what customers want. The key to achieving choice and gratification is real-time customer interaction, a model that allows customers to deal with us online, and instantly make purchases, regulate usage and tailor packages to suit their own needs – all from their mobile devices. This level of personalization and self-configuration is highly empowering for the end-users. It provides them with immense levels of satisfaction with the overall service experience, contributing to brand loyalty and greater brand advocacy. MGI will be adapting to new market realities faster than the MNOs, largely because we do not have to own any physical network assets and derive our agility from the intellectual ownership of powerful virtual propositions without the need to own any network.

Spams

Bulk Email:

Median Group Inc has Zero Tolerance for Spam. Spam is Unsolicited Bulk Email (UBE) or Unsolicited Commercial Email (UCE). “Unsolicited” means the email recipient did not request the email, but instead the sender initially contacted the receiver. “Unsolicited” means the email sender made the first move. Email, even bulk email, is not spam if the sender can demonstrate a prior relationship with the recipient, for example: if the receiver requested information, is a current or previous client, or joined an ‘opt-in’ mailing list or newsletter.

Websites on Median Group Inc servers may not broadcast unsolicited email, advertisements, site promotions, pleas for financial assistance, chain letters, or any other sort of announcement for yourself or for someone else. Nor may anyone fabricate or forge email headers that implicate Median Group Inc in any email campaign.

Please refer to our UCE (SPAM) Policy below for additional terms and conditions.

Definition of UCE (Unsolicited Commercial E-mail), or SPAM:

  • The bulk UCE, promotional material, or other forms of solicitation sent via e-mail that advertise any IP address belonging to Median Group Inc or any URL (domain) that is hosted by Median Group Inc.
  • Unsolicited postings to newsgroups advertising any IP or URL hosted by Median Group Inc.
  • The use of webpages set up on ISPs that allow SPAM-ing (also known as “ghost sites”) that directly or indirectly reference customers to domains or IP addresses hosted by Median Group Inc.
  • Advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to facilitate a means to SPAM.
  • Forging or misrepresenting message headers, whether in whole or in part, to mask the true origin of the message.

SPAM is not only harmful because of its negative impact on consumer attitudes toward Median Group Inc, but also because it can overload Median Group Inc’ network and resources

Since it is unsolicited, users who receive SPAM often become angry and send complaints to our upstream providers. This upsets our providers who abhor SPAM for the same reasons that Median Group Inc does – it causes negative consumer attitudes and drains resources. We strive to maintain favorable business relationships in the Web community and obviously will not allow any practice that threatens these relationships.

Median Group Inc reserves the right to terminate, without warning, any account that violates this policy. Usage of Median Group Inc services constitutes acceptance and understanding of this policy.

Median Group Inc may, at its option, charge $25.00 per SPAM complaint we receive. These are non-refundable charges and will be invoiced at the time of complaint notification.

Median Group Inc reserves the right to decide what it considers “SPAM”, “UCE”, “mail bombing”, or “bulk e-mail”, and to determine from all of the evidence whether or not the e-mail recipients were from an “opt-in” e-mail list.

Should you choose to e-mail from Median Group Inc servers, especially if you use mailing lists, you must read and adhere to the following guidelines, which are offered as a statement of Internet standards and best current practices for proper mailing list management and preventing e-mail abuse.

Please refer to our UCE (SPAM) Policy below for additional terms and conditions.

Definition of UCE (Unsolicited Commercial E-mail), or SPAM:

  • The bulk UCE, promotional material, or other forms of solicitation sent via e-mail that advertise any IP address belonging to Median Group Inc or any URL (domain) that is hosted by Median Group Inc.
  • Unsolicited postings to newsgroups advertising any IP or URL hosted by Median Group Inc.
  • The use of webpages set up on ISPs that allow SPAM-ing (also known as “ghost sites”) that directly or indirectly reference customers to domains or IP addresses hosted by Median Group Inc.
  • Advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to facilitate a means to SPAM.
  • Forging or misrepresenting message headers, whether in whole or in part, to mask the true origin of the message.

SPAM is not only harmful because of its negative impact on consumer attitudes toward Median Group Inc, but also because it can overload Median Group Inc’ network and resources

Since it is unsolicited, users who receive SPAM often become angry and send complaints to our upstream providers. This upsets our providers who abhor SPAM for the same reasons that Median Group Inc does – it causes negative consumer attitudes and drains resources. We strive to maintain favorable business relationships in the Web community and obviously will not allow any practice that threatens these relationships.

Median Group Inc reserves the right to terminate, without warning, any account that violates this policy. Usage of Median Group Inc services constitutes acceptance and understanding of this policy.

Basic Mailing List Management Principles for Preventing Abuse:

  1. The e-mail addresses of new subscribers must be confirmed or verified before mailings commence. This is usually accomplished by means of an e-mail message sent to the subscriber to which s/he must reply, or containing a URL which s/he must visit, in order to complete the subscription. However it is implemented, a fundamental requirement of all lists is the verification of all new subscriptions.
  2. Mailing list administrators must provide a simple method for subscribers to terminate their subscriptions, and administrators should provide clear and effective instructions for unsubscribing from a mailing list. Mailings from a list must cease promptly once a subscription is terminated.
  3. Mailing list administrators should make an “out of band” procedure (e.g., a means of contact by which messages may be sent for further correspondence via e-mail or telephone) available for those who wish to terminate their mailing list subscriptions but are unable or unwilling to follow standard automated procedures.
  4. Mailing list administrators must ensure that the impact of their mailings on the networks and hosts of others is minimized by proper list management procedures such as pruning of invalid or undeliverable addresses, or taking steps to ensure that mailings do not overwhelm less robust hosts or networks.
  5. Mailing list administrators must take adequate steps to ensure that their lists are not used for abusive purposes. For example, administrators can maintain a “suppression list” of e-mail addresses from which all subscription requests are rejected. Addresses would be added to the suppression list upon request by the parties entitled to use the addresses at issue. The purpose of the suppression list would be to prevent subscription of addresses appearing on the suppression list by unauthorized third parties. Such suppression lists should also give properly authorized domain administrators the option to suppress all mailings to the domains for which they are responsible.
  6. Mailing list administrators must make adequate disclosures about how subscriber addresses will be used, including whether or not addresses are subject to sale or trade with other parties. Once a mailing list is traded or sold, it may no longer be an opt-in mailing list. Therefore, those who are acquiring “opt-in” lists from others must examine the terms and conditions under which the addresses were originally compiled and determine that all recipients have in fact opted-in specifically to the mailing lists to which they are being traded or sold.
  7. Mailing list administrators should make adequate disclosures about the nature of their mailing lists, including the subject matter of the lists and anticipated frequency of messages. A substantive change in either the subject matter or frequency of messages may constitute a new and separate mailing list requiring a separate subscription. List administrators should create a new mailing list when there is a substantive change in either the subject matter or frequency of messages. A notification about the new mailing list may be appropriate on the existing mailing list, but existing subscribers should never be subscribed automatically to the new list. For example, if Company A acquires Company B, and Company B has compiled opt-in mailing lists, Company A should not summarily incorporate Company B’s mailing lists into its own.

*This SPAM (UCE) Accepted Use Policy and all other Median Group Inc policies are subject to change by Median Group Inc without notice. Continued usage of the services after a change to this policy is implemented and posted on the Median Group Inc site constitutes your acceptance of such change or policy. We encourage you to regularly check the Median Group Inc site for any changes or additions.

Illegal Trafficking:

Websites on Median Group Inc Servers may not use our service in the commission of any crime. Any scheme or activity that violates state, local, federal or international law is forbidden and Median Group Inc reserves the right to terminate an account found to be in violation of a law, statute, or regulation. Accounts promoting, pointing to, or re-directing traffic to an illegal Website are culpable and will be terminated.

Please note that Spam is now an illegal enterprise in several states. Software piracy, hacking, cracking, phishing, and phreaking are all illegal activities. Websites that promote or support those activities, as well as Websites that engage in the upload, download, or distribution of harmful or exploitative software are not welcome. Website Accounts that attempt to run a robotic crawler, spider, or bot that harvests email addresses, collects private information, or usurps copyrighted material will be terminated.

We apologise for any inconvenience it may have caused.