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 22, 2012

CHINANET ONLINE HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	000-52672	20-4672080
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

No.3 Min Zhuang Road, Building 6,

Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC 100195

(Address of Principal Executive Offices and Zip Code)

+86-10-51600828

(Registrant’s telephone number, including area code)

N/A

 (Former Name or Former Address, if Changed Since Last Report)

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):

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

       [  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

       [  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

       [  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 22, 2012, ChinaNet Online Holdings, Inc., a Nevada corporation (the “Company”), issued a press release containing certain financial results for its first fiscal quarter of 2012.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

As provided in General Instruction B.2 of SEC Form 8-K, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

Item 8.01. Other Events.

Attached as Exhibit 99.2 is a slideshow presentation containing information about the Company’s business and certain other financial information that will be made available to investors participating in the Company’s conference call being held on May 22, 2012.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits:

No.	Description
99.1	Press Release dated May 22, 2012
99.2	Corporate Presentation

SIGNATURE

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.

Dated:  May 22, 2012 CHINANET ONLINE HOLDINGS, INC.

By:  /s/ Handong Cheng

Name: Handong Cheng

Title:   Chief Executive Officer

Exhibit Index

No.	Description
99.1	Press Release dated May 22, 2012
99.2	Corporate Presentation

EX-99.1

Exhibit 99.1

ChinaNet Online Holdings Reports First Quarter 2012 Financial Results

Provides FY2012 revenue and net income guidance of $42 million and $2.8 million, respectively

Management to host Conference call on Tuesday, May 22nd at 8:30amET

BEIJING, May 22, 2012 -- ChinaNet Online Holdings, Inc. ("ChinaNet" or the “Company”), (Nasdaq:CNET), a leading B2B (business to business) Internet technology company providing online-to-offline ("O2O") sales channel expansion services for small and medium-sized enterprises (“SMEs”) and entrepreneurial management and networking services for entrepreneurs in the People's Republic of China, today announced financial results for the first quarter 2012.

Summary Financials

First Quarter 2012 Results (USD) (Unaudited)
	Q1 2012	Q1 2011	CHANGE
Sales	$14.9 million	$7.0 million	+113%
Gross Profit	$2.4 million	$5.0 million	-52%
Gross Margin	16%	71%	-77%
Net (Loss)/Income Attributable to Common Stockholders	($0.4 million)	$2.6 million	-115%
EPS (Diluted)	($0.02)	$0.14	-114%

First Quarter 2012 Financial Results

Revenues for the first quarter of 2012 increased by 113% to $14.9 million from $7.0 million in the first quarter of 2011, primarily due to an increase in revenues from the sale of TV and internet advertising and marketing services on the Company’s web portals. TV advertising revenue increased significantly to $10.4 million for the three months ended March 31, 2012 from $0.7 million in the same period in 2011. TV advertising revenues were generated by selling approximately 10,396 minutes of advertising time purchased from provincial TV stations as compared with approximately 835 minutes of advertising time that we sold in the same period in 2011. Revenue from internet advertising and marketing increased by 50% to $4.3 million, as compared to the first quarter of 2011 due to the addition of Sooe.cn and increasing the number of clients on Liansuo.com.

Q1 2012 Revenue Breakdown by Business Unit (USD in thousands)

		Q1 2012	%				Q1 2011	%			% Change
Internet Advertisement	$	4,306		28.8	%	$	2,874		40.9	%		+49.8	%
Technical Services	$	39		0.3	%	$	3,212		45.7	%		-98.8	%
TV Advertisement	$	10,369		69.4	%	$	726		10.3	%		+1328	%
Bank Kiosk	$	71		0.5	%	$	137		2.0	%		-48.1	%
Brand Mgmt. & Sales Channel Expansion	$	150		1.0	%	$	75		1.1	%		+100	%

Total cost of sales for the first quarter of 2012 was $12.5 million, compared to $2.0 million for the same period in 2011. Gross profit was $2.4 million for the first quarter of 2012, representing gross margin of 16.0%, compared to $5.0 million of gross profit and gross margin of 71% in the first quarter of 2011. The decrease in gross margin is due to the percentage of sales from the Company’s lower margin TV advertising revenue, which accounted for approximately 69% of total revenues as well as increasing in resource cost.

Operating expenses for the three months ended March 31, 2012 were approximately $2.3 million, up 15.7% from $2.0 million in the comparable period of 2011. General and administrative expenses increased $0.4 million to $1.2 million. Research and development expenses dropped 6.2% year-over-year to $0.3 million.

The Company had an operating income of $0.13 million in the first quarter of 2012 compared to $3.0 million operating income in the first quarter of 2011.

Net loss attributable to common stockholders for the first quarter of 2012 was $0.4 million and loss per share was $0.02 compared to $2.6 million net income attributable to common stockholders and $0.14 earnings per share in the first quarter of 2011, respectively.

Balance Sheet and Cash Flow

The Company had $9.0 million in cash and cash equivalents as of March 31, 2012, compared to $10.7 million as of December 31, 2011, working capital of $27.3 million, compared to $27.0 million as of December 31, 2011, and a current ratio of 3.8 to 1 compared 4.5 to 1 as of December 31, 2011.

The Company had cash inflow from operations of $0.4 million for the three months ended March 31, 2012. Total shareholders’ equity of ChinaNet was $41.6 million at March 31, 2012, compared to $41.7 million at December 31, 2011.

Guidance for 2012

Management forecasts full year 2012 revenues to be at least $42 million and net income of at least $2.8 million.

Business Updates

ChinaNet is focused on strategically expanding its client base of over 6,000 current customers by continuing to grow its internet advertising and marketing services business. Currently, 28.com, which connects SME franchisors with new franchisees, generates the majority of revenues. ChinaNet will continue to invest in new technology and expects to increase its market share to over 55% by the end of the third quarter 2012.

As previously announced, management is focused on several new growth and management initiatives to help offset short-term economic challenges on 28.com. Below are additional initiatives:

·   Improving internal management with cost reduction plan, expect to increase net profit margin by 2%-5%;

·   Addition of Sooe.cn with commercialization expected in Q3 2012;

·   Sales campaign with China Business Journal to attract better quality and larger clients in Q3 2012, further extending Liansuo.com’s client base by 20% or more;

·   Launching Weibo (like Twister) related value-added marketing service to existing or larger branded customers in Q3 2012 with 3rd party alliance;

·   Launching of Zhifuwan.com, an integrated SEM and e-Commerce marketing service as additional value-added services to all other web portals, helping SMEs to further market their Taobao B2C sites by means of technology in Q3 2012.

·   With the complexity of additional features, the commercial launch of flying cloud (www.feitengyun.com) has been re-scheduled to occur by the end of October 2012.

With these initiatives, management expects ChinaNet to return to profitability in Q2 2012 based on current and improving economic conditions.

Conference Call

Date:	Tuesday, May 22, 2012
Time:	8:30 am Eastern Time
Conference Line (U.S.):	1-877-317-6776
International Dial-In:	1-412-317-6776
Conference ID:	10014350
Webcast:	http://webcast.mzvaluemonitor.com/Home/Login/3b108b0d-3f0e-43ef-b58a-c0e8c22a56a1

Please dial in at least 10-minutes before the call to ensure timely participation.

A playback of the call will be available until 9:00 am ET on May 29, 2012. To listen, call 1-877-344-7529 within the United States or 1-412-317-0088 when calling internationally. Please use the replay pin number 10014350.

About ChinaNet Online Holdings, Inc.

The Company, a parent company of ChinaNet Online Media Group Ltd., incorporated in the BVI ("ChinaNet"), a leading business to business Internet technology company focusing on providing online-to-offline sales channel expansion service for small and medium-sized enterprises and entrepreneurial management and networking service for entrepreneurs in China. Founded in 2003 and based in Beijing, PRC, the Company's services include its 28.com portal to connect SME franchisors with new franchisees, Internet advertising and marketing with other value-added communication channels, brand management & sales channel solutions, and cloud-computing based management tools, to be officially commercialized in 2012. Website: http://www.chinanet-online.com.

Safe Harbor

This release contains certain "forward-looking statements" relating to the business of ChinaNet Online Holdings, Inc., which can be identified by the use of forward-looking terminology such as "believes," "expects," "anticipates," "estimates" or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, including business uncertainties relating to government regulation of our industry, market demand, reliance on key personnel, future capital requirements, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on ChinaNet's current expectations and beliefs concerning future developments and their potential effects on the company. There can be no assurance that future developments affecting ChinaNet will be those anticipated by ChinaNet. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. ChinaNet undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Contact:

Ted Haberfield, President

MZ North America, IR

MZ Group

Direct: +1-760-755-2716

Email:  thaberfield@mzgroup.us

-- FINANCIAL TABLES –

CHINANET ONLINE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
	March 31,  2012		December 31, 2011
	(US $'000)		(US $'000)
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	8,964	$	10,695
Accounts receivable, net		7,623		4,444
Other receivables		5,844		3,631
Prepayment and deposits to suppliers		13,718		15,360
Due from related parties		278		324
Contingent consideration receivables		160		159
Other current assets		153		129
Deferred tax assets-current		222		-
Total current assets		36,962		34,742
Investment in and advance to equity investment affiliates		1,212		1,396
Property and equipment, net		1,775		1,902
Intangible assets, net		7,941		8,151
Goodwill		11,068		10,999
Deferred tax assets-non current		196		92
	$	59,154	$	57,282
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	214	$	268
Advances from customers		1,890		724
Accrued payroll and other accruals		485		616
Due to equity investment affiliate		538		220
Due to related parties		84		161
Payable for acquisition		553		550
Taxes payable		5,701		5,040
Other payables		158		114
Dividends payable		-		5
Total current liabilities		9,623		7,698
Deferred tax liability-non current		1,850		1,893
Long-term borrowing from director		138		137
		11,611		9,728
Commitments and contingencies
Stockholders’ equity:
Common stock (US$0.001 par value; authorized 50,000,000 shares; issued and outstanding 22,186,540 shares and 22,146,540 shares at March 31, 2012 and December 31, 2011, respectively)		22		22
Additional paid-in capital		20,764		20,747
Statutory reserves		2,117		2,117
Retained earnings		16,322		16,688
Accumulated other comprehensive income		2,358		2,132
Total ChinaNet’s Online Holdings, Inc.’s stockholders’ equity		41,583		41,706
Noncontrolling interest		5,960		5,848
Total stockholders’ equity		47,543		47,554
	$	59,154	$	57,282

CHINANET ONLINE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)/INCOME
(In thousands, except for number of shares and per share data)
	Three Months Ended March 31,
	2012			2011
	(US $'000)			(US $'000)
	(unaudited)			(unaudited)
Sales
To unrelated parties	$	14,920		$	6,834
To related parties		15			190
		14,935			7,024
Cost of sales		12,538			2,030
Gross margin		2,397			4,994
Operating expenses
Selling expenses		689			713
General and administrative expenses		1,243			890
Research and development expenses		331			353
		2,263			1,956
Income from operations		134			3,038
Other income (expense):
Interest income		5			1
Gain on deconsolidation of subsidiaries		-			229
Other(expenses)/ income		(1	)		6
		4			236
Income before income tax expense, equity method investments and noncontrolling interests		138			3,274
Income tax expense		236			431
(Loss)/income before equity method investments and noncontrolling interests		(98	)		2,843
Share of losses in equity investment affiliates		(193	)		(47	)
Net (loss)/income		(291	)		2,796
Net (income)/loss attributable to noncontrolling interests		(75	)		16
Net (loss)/income attributable to ChinaNet Online Holdings, Inc.		(366	)		2,812
Dividend of Series A convertible preferred stock		-			(169	)
Net (loss)/income attributable to common shareholders of ChinaNet Online Holdings, Inc.	$	(366	)	$	2,643
(Loss)/earnings per share
(Loss)/earnings per common share
Basic	$	(0.02	)	$	0.15
Diluted	$	(0.02	)	$	0.14
Weighted average number of common shares outstanding:
Basic		22,182,584			17,244,315
Diluted		22,182,584			20,819,982

CHINANET ONLINE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
	Three Months Ended March 31,
	2012			2011
	(US $'000)			(US $'000)
	(unaudited)			(unaudited)
Cash flows from operating activities
Net (loss)/income	$	(291	)	$	2,796
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		409			199
Share-based compensation expenses		17			107
Share of losses in  equity investment affiliates		193			47
Gain on deconsolidation of subsidiaries		-			(229	)
Gain on disposal of property and equipment		-			(3	)
Deferred taxes		(381	)		(15	)
Changes in operating assets and liabilities
Accounts receivable		(3,154	)		(1,302	)
Other receivables		261			3,691
Prepayments and deposits to suppliers		1,740			(162	)
Due from equity investment affiliate		-			(8	)
Due from related parties		48			(190	)
Other current assets		(22	)		(19	)
Accounts payable		(56	)		336
Advances from customers		1,162			(1,263	)
Accrued payroll and other accruals		(133	)		(60	)
Due to director		-			(403	)
Due to related parties		(78	)		(137	)
Other payables		18			39
Taxes payable		630			397
Net cash provided by operating activities		363			3,821
Cash flows from investing activities
Purchases of vehicles and office equipment		(9	)		(57	)
Purchases of intangible assets		-			(11	)
Project development deposit to a third party		(2,452	)		-
Cash from acquisition of VIEs		-			24
Cash effect on deconsolidation of VIEs		-			(181	)
Long-term investment in and advance to equity investment affiliates		-			(1,518	)
Net cash used in investing activities		(2,461	)		(1,743	)
Cash flows from financing activities
Cash investment contributed by noncontrolling interest		-			74
Dividend paid to convertible preferred stockholders		(5	)		(171	)
Short-term loan borrowed from equity investment affiliate		316			-
Net cash provided by (used in) financing activities		311			(97	)
Effect of exchange rate fluctuation on cash and cash equivalents		56			59
Net (decreased) increase in cash and cash equivalents		(1,731	)		2,040
Cash and cash equivalents at beginning of year		10,695			15,590
Cash and cash equivalents at end of period	$	8,964		$	17,630

EX-99.2

Exhibit 99.2