UNITED STATES
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): December 16, 2010
MEDIANET GROUP TECHNOLOGIES,
INC.
(Exact name of registrant as specified
in its charter)
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Nevada
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0-49801
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13-4067623
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(State or other jurisdiction
of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
No.)
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5200 Town Center Circle, Suite
601
Boca Raton, FL 33486
(Address and zip code of principal
executive offices)
Registrant’s telephone number, including
area code: (561)
417-1500
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 (see General Instruction
A.2. below):
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o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240-14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 4.02
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review
On December 16, 2010, the CFO and
Company’s Board of Directors concluded that the previously issued financial
statements contained in the Company’s Quarterly Reports on Form 10-Q for each of
the three quarters during the year ended September 30, 2010, and the
2009 financial statements of CG Holdings Limited and its Wholly Owned
Subsidiaries as of September 30, 2009 and for year then ended and the
related pro forma financial statements also contained in the
Company’s Form 8-K/A filed with the Securities and Exchange Commission (the
“SEC”) on February 4, 2010 should not be relied upon because of errors that
require a restatement of such financial statements.
During the course of our year end close
for the year ended September 30,2010, the new CFO and new
controller undertook a comprehensive analysis of all significant
transactions and discovered the following errors:
Intercompany
eliminations
We determined that certain intercompany
eliminations were not made during each of the quarters during the year ended
September 30,2010 and for the fiscal year ended September 30, 2009. As a result,
our previously issued financial statements for the periods identified above
overstated revenues and misstated costs of goods sold. In this connection, we
determined that during the periods referred to above, we
had insufficient personnel resources to perform review and monitoring
controls within the accounting function. Except for effect of potential local
taxes in the countries affected, the restatement will not result in
any modification to our net income or shareholders'
equity for any of the periods presented.
Cutoffs
We determined that certain
revenue and expense transactions for the quarter ended March 31, 2010
were erroneously recorded in quarter ended December 31, 2009. In this
connection, we determined that certain supervisory and monitoring controls had
not been performed for these periods which resulted in
these accounting errors.
Account
errors
We determined that sales, deferred
revenue and commissions were incorrectly recorded during each of the quarters
during the year ended September 30, 2010 and for the fiscal year ended September
30, 2009. In this connection, we determined that certain supervisory and
monitoring controls had not been performed for these periods, which
resulted in these accounting errors.
Enrollment
fees
Deferred Tax
Liability
Taking into consideration the
restatement and related adjustments described above, we will reassess
our income tax provision in accordance with Financial Accounting Standards
Statement No. 109 and accordingly, certain adjustments may be required to
reflect the changes required as a result of the restatement to all affected
periods.
The Company will file with the SEC,
Quarterly Reports on Form 10-Q /A as of December 31, 2009, March 31,
2010 and June 30, 2010 and for each of the three months
then ended and a Form 8-K/A containing the
consolidating balance sheet as of September 30,2009 and the
consolidating income statement for the year then ended and the
related pro forma financial statements also contained in the
Company’s Form 8-K/A to reflect the changes required as a result of the
restatement. Management is still in the process of quantifying the
full impact of these restatements and cannot, at this time, accurately disclose
the total effect on the financial statements that will be
restated.
The Company’s CFO has discussed this
matter with the Company’s independent registered public accounting firm. The
Company’s independent registered public accounting firm has been given a copy of
the disclosure that the Company is making in this Item 4.02 of this Report on
Form 8-K and has been asked to furnish a letter to the Securities and Exchange
Commission stating whether it agrees with the statements made by the
Company in this Item 4.02.
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 hereunto duly
authorized.
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MediaNet Group Technologies,
Inc.
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(Registrant)
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Date: December 16,
2010
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By:
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/s/ Michael
Hansen
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Michael
Hansen
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Chief Executive
Officer
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