Attached files
| file | filename |
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| EX-99.1 - Ominto, Inc. | v206224_ex99-1.htm |
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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)
|
(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):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240-14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
Amendment No.
1
The
Company is filing this Form 8-K/A to amend the December
16, 2010 Form 8-K to update the disclosure therein under Item 4.02
regarding communications with the
Company’s independent registered public accounting firm regarding this
matter.
SECTION 4 – Matters Related to Accountants and
Financial Statements
On December 16, 2010, the Company’s
Chief Financial Officer and 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 first three quarters
of 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 Company’s new CFO and new
controller discovered the following errors:
Intercompany
Eliminations
We determined that in the course of
preparing consolidated financial statements certain intercompany eliminations
were not made during each of the first three quarters of 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 both revenues and costs of goods sold and operating
expenses by between 7% and 19%.With respect to these errors , we have
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 potential local tax
effects in certain countries, the restatement is not expected to 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 first three
quarters of 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.
Proposed
Report Amendments
The Company intends to file with the
SEC, amended 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 an amended 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 understanding and
quantifying the full impact of these restatements and cannot, at this time,
accurately estimate and describe such impact.
On or about December 9, 2010 we received notice from
Lake & Associates, CPA's, the Company's independent auditor (the
"Independent Auditor"), of their view that we should make
disclosure on a Form 8-K to prevent future reliance on various
financial statements that we generally understood to include the financial
statements included in the Company's Quarterly Reports on Form 10-Q for each of
the first three quarters of the year ended September 30, 2010.
We understood the
Independent Auditor's views to be based upon a preliminary schedule we had
prepared and provided to them for the purpose of identifying
and better understanding various intercompany transactions that were
apparently not eliminated in the course of
preparing the Company consolidated financial statements for the first three
quarters of the year ended September 30, 2010. Between December 9, 2010 and December 15, 2010,
the Independent Auditor had discussions with the Company's board of directors
and management regarding the foregoing matters. After further investigation and
analysis, on December 16, 2010 the Company reached a comparable
conclusion regarding the need to make disclosure on a Form
8-K.
In addition to the foregoing discussions
with the Independent Auditor, prior to the filing of the Form 8-K on December
16, 2010, the Company’s Chief Financial Officer had limited
discussions with the Independent Auditor’s regarding the Company’s
identification of other accounting errors mentioned above. 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/A 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. Lake and Associates, CPA’s has agreed to
furnish the letter and it is included herein as Exhibit
99.1.
SECTION 9 – FINANCIAL STATEMENTS AND
EXHIBITS
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
99.1
Letter from the Company’s independent registered public accounting
firm, Lake and Associates, CPA’s dated December 21, 2010.
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.
| MediaNet Group Technologies, Inc. | |||
| (Registrant) | |||
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Date: December 21, 2010
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| By: |
/s/ Michael
Hansen
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Michael
Hansen
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Chief
Executive Officer
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