SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported: August 31, 2005
CHINA NETTV HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-26217 98-0203170
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
World Trade Centre, Suite 536, 999 Canada Place, Vancouver, B.C. Canada V6C 3E2
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: (604) 641-1366
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions.
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
None
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
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Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 Unregistered Sales of Equity Securities
None
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Account
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
On August 19, 2005, the Company's Board of Directors concluded, in consultation
with and upon the recommendation of management, that the Company's financial
statements in its Annual Report on Form 10-KSB for the year ended December 31,
2004 and its Quarterly report on Form 10-QSB for the quarter ended March 31,
2005 should be restated.
The restatements are necessary due to a revision in the valuation of securities
issued in connection with the consummation of a Share Exchange Agreement with
Highland Mining Inc. ("Highland") during 2004. The Company originally recorded
the investment at the fair market value of the securities issued at the date of
the exchange, as determined by published quoted market prices.
The Company received a letter ("the Letter") from the Securities and Exchange
Commission ("the SEC") dated July 8, 2005, notifying the Company that the SEC
had reviewed the Company's Form 10-KSB filing for the year ended December 31,
2004, and that based upon their review of the filing and the disclosures
therein, the transaction should have been valued at the historical cost basis.
The Company evaluated the comments and determined that because the exchange
occurred between entities under common control, the financial statements for
both periods described above should be restated to reflect the transaction
valued at the historical cost basis incurred by the founding shareholders of
Highland, who become the major shareholders of the Company after the share
exchange, adjusted for the Company's proportionate share of their undistributed
earnings or losses.
The Company has completed the process of reviewing and responding to the comment
letter and is waiting for the final comment letter from the SEC, which is
expected to be received by the week ended September 9, 2005. Accordingly, the
amended 10-KSB for the year 2004 and the quarterly filing for the period ended
March 31, 2005, reflecting the changes in the measurement of the investment from
fair value to historical cost basis will be filed after reviewing and responding
to the final comment letter from SEC.
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Based upon the Company's analysis, the net effect of the change for both of
those periods is a decrease in total assets by $11,200,000, an increase in total
liabilities of $397,754 and a decrease in total stockholders' equity of
$11,597,754. There was no effect on previously reported net loss or loss per
share amounts for any of the periods presented. The Company intends to complete
the restatement process as soon as possible, but there can be no assurance when
it will actually be completed.
The Company's management and Board of Directors have discussed the matters in
this filing under Item 4.02(a) with the Company's independent auditor.
Section 5 - Corporate Governance and Mangement
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
None
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
None
Section 6 - [Reserved]
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
None
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Section 8 - Other Events
Item 8.01 Other Events
None
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
A. Financial Statements - None
B. Exhibits - None
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Signatures
Pursuant to 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.
Date: September 7, 2005 China NetTV Holdings, Inc.
By: /s/ Anthony Garson
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Anthony Garson, President/CEO
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