Mail Stop 0407
June 10, 2005
Via U.S. Mail and Fax c/o Kevin Leung, Esq. (310-208-1154)
Mr. Yau-Sing Tang
President and Chief Financial Officer
China Cable and Communications, Inc.
22 Bei Xin Cun Hou Street, Xiang Shan, Haidian District
Beijing 100093, the People`s Republic of China
Re: China Cable and Communications, Inc.
Form 10-K for Fiscal Year Ended December 31, 2004
Filed May 16, 2005
Dear Mr. Yau-Sing Tang:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your documents in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB for Fiscal Year Ended December 31, 2004
Plan of Operation, page 32
1. Expand the disclosure in the liquidity and capital resources
section to discuss the issuance of a going concern opinion by the
auditors. Include a detailed discussion of management`s viable
plan
for overcoming your financial difficulties. Discuss in detail
your
cash requirements during the next twelve months and your ability
to
generate sufficient cash to support operations. Expand this
discussion to specifically include the manner in which you intend
to
generate future revenues. Update this disclosure in each
subsequent
Form 10-Q. Refer to Section 607.02 of the Financial Reporting
Codification.
Report of Independent Registered Accounting Firm, page F-1
2. We note that your audit report was signed by an audit firm
based
in California. We also note that you conduct your operations in
China, your revenues are generated in China and all of your assets
are located in China. Please tell us where the majority of audit
work was conducted and how you concluded that it is appropriate to
have an audit report issued by an auditor licensed in California.
Note 4. Summary of Significant Accounting Policies
General, page F-9
3. Revise your footnotes to disclose your functional currency and
how
you account for the impact foreign currency has on your financial
statements.
4. Please tell us whether the restricted net assets of your
consolidated and unconsolidated subsidiaries and your Company`s
equity in the undistributed earnings of 50 percent or less owned
persons accounted for by the equity method together exceed 25
percent
of consolidated net assets as of the end of the most recently
completed fiscal year. If restricted net assets do exceed the 25
percent threshold, please disclose what the specific restrictions
are
on the transfer of assets of your subsidiaries to you in the form
of
loans, advances or cash dividends without the consent of a third
party. If also applicable, please disclose separately the amounts
of
such restricted net assets for unconsolidated subsidiaries and
consolidated subsidiaries as of the end of the most recently
completed fiscal year. See Rule 4-08(e)(3) of Regulation S-X.
Basis of Consolidation, page F-9
5. Please tell us in detail your consideration of EITF 96-16 in
your
decision to present consolidated financial results for the joint
venture. Specifically, tell us why Boading Multimedia does not
have
substantive participating rights as defined in EITF 96-16.
Impairment, page F-11
6. Revise your disclosure to include how you test for impairment
of
your long-lived assets under SFAS No. 144. Tell us how you
determined there was no impairment of your property and equipment
and
intangible assets in 2004 and 2003.
Note 15. Stock Compensation Plan, page F-20
7. Please comply with the disclosure requirements of SFAS No. 123
and
APB No. 25.
Forms 10-Q for Fiscal Quarters Ended March 31, 2005
8. We note your Form 10-Q for the period ended March 31, 2005 has
not
been filed as of the issue date of this letter. The extension
period
following your notification of late filing has elapsed. Please
file
as soon as possible or tell us why you have not filed in a timely
manner.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Bob Carroll, Staff Accountant, at (202) 551-
3362 or Carlos Pacho, at (202) 551- 3835 if you have questions
regarding comments on the financial statements and related
matters.
Please contact me at (202) 551-3810 with any other questions.
Sincerely,
/s/ Carlos Pacho for
Larry Spirgel
Assistant Director
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Mr. Yau-Sing Tang
China Cable and Communications, Inc.
June 10, 2005
Page 5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE