c2231028k.htm
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 EARLIEST REPORTED EVENT: February 22, 2010
CHINA
NORTH EAST PETROLEUM HOLDINGS LIMITED
(Exact
name of Registrant as specified in its charter)
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Nevada
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000-49846
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87-0638750
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification
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of
incorporation)
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Number)
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445
Park Avenue, New York, New York 10022
(Address
of principal executive offices)
(212)
307-3568
(Registrant’s
telephone number, including area code)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
4.02. Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
On
February 22, 2010, and as a result of the preparation of the responses to
comments China North East Petroleum Holdings Limited (the “Company”) received
from the Securities and Exchange Commission (the “SEC”) in connection with the
SEC’s review of the Company’s Form 10-K for the year ended December 31,
2008, the Company determined that the Company’s financial statements for the
year ended December 31, 2008, and each interim quarter within that year, and for
the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 should
no longer be relied upon as a result of certain non-cash errors contained
therein regarding the accounting for: (i) warrants issued in conjunction with
certain financings in 2008 and 2009, which warrants should have been classified
according to EITF-0019 as liability instruments rather than equity instruments;
(ii) interest expense calculated using the effective interest
method that should have been recorded in each of the reporting periods in
question, arising from those certain financings in 2008 and 2009; (iii)
changes in the fair value of the reclassified warrants; (iv) ceiling test
impairment calculations prepared by the Company for the reporting periods ended
December 31, 2008 and March 31, 2009; (v) depreciation, depletion and
amortization expenses related to the Company’s oil and gas properties, net; (vi)
recognition of employee stock-based compensation expense; and (vii) a March 5,
2009 modification of the February 28, 2008 secured debenture, which modification
should have been treated as an extinguishment pursuant to EITF
96-19.
The
Company is currently evaluating the cumulative impacts of these non-cash charges
to the financial statements for the reporting periods in question, and will
issue further disclosure detailing the impact and the net result of these
changes to the financial statements as soon as possible. The Company
is preparing amended reports for the December 31, 2008 Form 10-K and 2008 and
2009 Forms 10-Q in question, including restated financial statements, and will
file those amended reports with the SEC when they are completed. As
all of the errors noted herein are non-cash charges, the Company will not report
any change to its previously disclosed revenues, cash balances or liquidity and
capital resources disclosures.
The audit
committee of the Company’s board of directors has discussed the forgoing matters
with the Company’s Chief Financial Officer and its current and former
independent registered public accounting firms.
Statements
in this report, including but not limited to those relating to the Company’s or
management’s intentions, beliefs, expectations, hopes, projections, assessment
of risks, estimations, plans or predictions for the future, including the impact
of the restatement, timing of filings with the SEC and other statements that are
not historical facts are forward-looking statements that are based on current
expectations. Although the Company believes that its expectations are
based on reasonable assumptions, it can give no assurance that these
expectations will prove correct. Important factors that could cause
actual results to differ materially from those in the forward-looking statements
include delays and uncertainties that may be encountered in connection with the
restatement, final audits and reviews by the Company and its auditors, and other
risks described in the Company’s annual report on Form 10-K for the year ended
December 31, 2008 and its other filings with the SEC. Should one
or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual outcomes may vary materially from those
indicated. Investors should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks
only as of the date of the particular statement and the Company undertakes no
duty to update any forward-looking statement.
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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CHINA
NORTH EAST PETROLEUM
HOLDINGS
LIMITED
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Date:
February 23, 2010
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By:
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/s/
Wang Hongjun
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Wang
Hongjun
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President,
Chairman and Chief Executive
Officer
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