8-K

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): May 5, 2009

CHINA YOUTV CORPORATION  

(Exact name of registrant as specified in its charter)

Nevada

 (State or Other Jurisdiction of Incorporation)

333-130767 

 (Commission File Number)

N/A  

(I.R.S. Employer Identification No.)

8th floor, MeiLinDaSha, Ji 2, GongTi Road, East, Beijing, China 100027

(Address of principal executive offices, including zip code.)

(8610) 5921-2300

(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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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))

Item 1.02	Termination of a Material Definitive Agreement.
Item 2.01	Completion of Acquisition or Disposition of Assets

On May 1 2009, the Registrant andBeijing Hua Ju Net Media Technology Co. Ltd., a corporation organized and existing under the laws of the People’s Republic of China (“Hua Ju”), entered into a Termination of Joint Venture Agreement (the “Termination Agreement”).  The Termination Agreement provides for the termination of a joint venture formed pursuant to a Joint Venture Agreement, dated March 16, 2007 (the “Joint Venture Agreement”), between the Registrant and Hua Ju, under which the parties had jointly conducted a video sharing web site and other related Internet media businesses in the People’s Republic of China since 2007.

 The joint venture was the principal business activity of the Registrant for the last two years, although its results of operations have not been consolidated in the financial statements of the Registrant since the conditions   under the Joint Venture Agreement have not been met and the related transfers have not been made. Nonetheless, the Termination Agreement will have a material impact on the business operations of the Registrant.  As a result of the termination of joint venture activities, the Registrant’s business activities in China will cease and its will continue to pursue the exploration and development of economically viable mineral deposits in Ontario, Canada through the Registrant’s First Light Resources division.

The Joint Venture Agreement provided, among other things, that (a) the Registrant owned 51% of the equity of the joint venture, (b) the Registrant was required to contribute RMB510,000 (US$72,728) to the registered capital of the joint venture, (c) Hua Ju owned 49% of the equity of the joint venture, (d) Hua Ju was required to contribute RMB490,000 (US$69,876) to the registered capital of the joint venture, (e) the Registrant was required to provide the working capital for the joint venture , (f) Hua Ju was required to contribute its web site (www.cnboo.com) and customer contracts to the joint venture, (g)  the Board of Directors of the joint venture consisted of three members, with the Company having the right to appoint two members, and (h) the Registrant, which was in charge of the joint venture’s accounting management, had the right not to distribute any profits to the parties during the first three years.  In addition, according to Article 6 of the Joint Venture Agreement, the joint venture was to have a term of 20 years.

Also under the Joint Venture Agreement, the Registrant agreed to issue 20,000,000 restricted shares of its common stock to Hua Ju or its designee as additional consideration for entering into the Joint Venture Agreement.

Informal joint operations commenced in 2007, and the formal joint venture was established as a legal matter under Chinese law when a license was granted on February 18, 2008 by the Chinese regulatory authorities.  While the parties have operated the joint venture for two years, they recently decided not to pursue the activities of the joint venture any longer, and have agreed to a termination of activities.  Despite their agreements in the Joint Venture Agreement, the parties have not completed, among other things, the required funding of the joint venture and the transfer of Hua Ju’s operations to the joint venture.  Moreover, the Registrant has not issued the 20,000,000 shares of the Registrant’s common stock to Hua Ju or its designee.  It is important to note that there are no early termination penalties under the Joint Venture Agreement.

According to the Termination Agreement, the parties agreed to cancel the Joint Venture Agreement and terminate the rights and obligations of the parties to each other under the Joint Venture Agreement.  They further have agreed to execute a general release of all claims or liabilities.  In addition, the Registrant and Hua Ju have agreed to liquidate the joint venture in China according to the applicable Chinese laws, rules, regulations and policies.  Hua Ju will pay for all the costs and expenses associated with the liquidation process.

Item 3.02 Unregistered Sales of Equity Securities

The Registrant has issued 55 million restricted common shares to the designated party of First Light Resources, Inc. (“First Light Designee”) as additional consideration for entering into the Agreement signed between the Registrant and First Light Resources, Inc. dated April 1, 2009 (“Agreement”), in an offering intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Regulation S promulgated pursuant to the Act. First Light Designee will not constitute “U.S. Persons” within the meaning of Regulation S, and the shares may become eligible for sale pursuant to Rule 144 under the Act within one year if certain conditions are met. The consideration received by the Registrant for the issuance of the shares was the agreement of Beijing First Light Technology Co. Ltd.  to enter into the Agreement.

Upon the consummation of this transaction, there will be 85,060,000 shares of common stock outstanding. In the opinion of counsel to the Registrant, the 55,000,000 issued pursuant to this transaction will constitute restricted securities as defined in Rule 144 under the Securities Act of 1933, as amended, and may become eligible for sale after six months holding period pursuant to Rule 144, provided that all of the conditions of the rule are met.

Item 9.01                      Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.                                Exhibit Title

10.1 Termination of Joint Venture Agreement between China YouTV Corp. andBeijing Hua Ju Net Media Technology Co. Ltd. dated May 1 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		China YouTV Corp.
Date: May 4, 2009	By:	/s/ Jie Wang
		Jie Wang
		President, Principal Executive Officer and a Member of the Board of Directors

EX-10.1

Exhibit 10.1

TERMINATION OF JOINT VENTURE AGREEMENT

This Termination of Joint Venture Agreement (the “Agreement”) is made and entered into as of May 1, 2009, between CHINA YOUTV CORP., a Nevada corporation (the “Company”), andBeijing Hua Ju Net Media Technology Co. Ltd., a corporation organized and existing under the laws of the People’s Republic of China (“Hua Ju”).

RECITALS:

WHEREAS, the Company and Hua Ju have entered into a Joint Venture Agreement, dated March 16, 2007 (the “Joint Venture Agreement”), pursuant to which they agreed to form a joint venture to jointly conduct a video sharing web site and other related Internet media business in China;

WHEREAS, the Joint Venture Agreement provided, among other things, that (a) the Company owned 51% of the equity of the joint venture, (b) the Company was required to contribute RMB510,000 (US$72,728) to the registered capital of the joint venture, (c) Hua Ju owned 49% of the equity of the joint venture, (d) Hua Ju was required to contribute RMB490,000 (US$69,876) to the registered capital of the joint venture, (e) the Company was required to provide the working capital for the joint venture, (f) Hua Ju was required to contribute its web site (www.cnboo.com) and customer contracts to the joint venture, (g)  the Board of Directors of the joint venture would consist of three members, with the Company having the right to appoint two members and Hua Ju having the right to appoint one member, and (h) the Company, which was in charge of the joint venture’s accounting management, had the right not to distribute any profits to the parties during the first three years;

WHEREAS, Article 6 of the Joint Venture Agreement provided that the joint venture was to have a term of 20 years;

WHEREAS, the Joint Venture Agreement also provided that the Company agreed to issue 20,000,000 restricted shares of its common stock to Hua Ju or its designee as additional consideration for entering into the Joint Venture Agreement in an offering intended to be exempt from registration under the Securities Act of 1933, as amended,  pursuant to Regulation S thereunder;

WHEREAS, on February 18, 2008, a joint venture license was granted by the regulatory authorities of the People's Republic of China;

WHEREAS, the required funding of the joint venture has not yet occurred, operations have not yet been transferred from Hua Ju to the joint venture and the Company has not issued the 20,000,000 shares of common stock to Hua Ju or its designee; and

WHEREAS, the parties desire to terminate the Joint Venture Agreement and the rights and obligations arising therein, and to release each other from any and all claims or liability thereunder.

AGREEMENTS:

NOW, THEREFORE, the parties hereto, for good and valuable consideration, hereby agree as follows:

1.   The Joint Venture Agreement, and all of the rights and obligations of the parties thereunder, are hereby terminated effective immediately.

2.   Each party hereto forever releases, remises and holds harmless the other party from any rights and obligations under the Joint Venture Agreement or any claims or liabilities that may arise under or out of the Joint Venture Agreement or the joint venture relationship.

3.   Each party hereto agrees to liquidate the joint venture in China, according to Chinese law, rules, regulations and policies, with the costs and expenses of such liquidation to be borne exclusively by Hua Ju.

4.   This Agreement shall be governed, construed and enforced in accordance with the laws of the state of Nevada, in the United States of America, including said state’s conflict of laws principles.  The parties hereto consent to the exclusive jurisdiction in all matters relating to the Joint Venture Agreement being vested in the state courts of the state of Nevada.

5.   This Agreement may be executed in two or more identical counterparts, each of which shall

be deemed to be an original, and all of which together shall be deemed to constitute one

                         instrument.

6.   This Agreement sets forth all of the promises agreements, conditions, understandings, warranties and representations among the parties hereto, and there are no promises, agreements, conditions, understandings, warranties or representations, oral or written, express or implied, among them other than as set forth herein.  This Agreement is, and is intended to be an integration of any and all prior agreements or understanding, oral or written.

7.   No change or modification of this Agreement shall be valid unless the same is in writing and signed by all the parties hereto.  No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person against whom sought to be enforced.  The failure of any party at any time to insist upon strict performance of any condition, promise, agreement or understanding set forth herein shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same condition, promise, agreement or understanding at a future time.

8.   In the event that a lawsuit is brought by any party to enforce or interpret the terms hereof, or for any dispute arising out of the joint venture, the party prevailing in any such lawsuit shall be entitled to recover from the non-prevailing party its costs and expenses thereof, including its legal fees in reasonable amount and prejudgment and post-judgment interest at the highest rate allowable under Nevada law.

9.   This Agreement shall not be assignable by any party without the prior written consent of the other.

IN WITNESS WHEREOF, on the date first written above, the parties hereto have duly executed this Agreement as of the date and year first above written.

		China YouTV Corp.
Date: May 1, 2009	By:	/s/ Jie, Wang
		Jie, Wang
		Title: Chairman

		Beijing HuaJu NetMedia Technology Co. Ltd.
Date: May 1, 2009	By:	/s/ James Wei
		James Wei
		Title:CEO