Kuber Resources Corp - Annual Report: 2008 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
x ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF
1934
For the
fiscal year ended December 31,
2008
o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the
transition period from ___________ to ___________.
Commission
file number
000-26119
UONLIVE
CORPORATION
(Exact
name of small business issuer as specified in its charter)
|
Nevada
(State
or other jurisdiction of
incorporation
or organization)
|
87-0629754
(IRS
Employer Identification No.)
|
5/F,
Guangdong Finance Building
88
Connaught Road West
Hong
Kong
(Address
of principal executive offices)
852-2116-3560
(Issuer's
telephone number)
Securities
registered under Section 12(b) of the Exchange Act: None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, par value $.001 per share
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for shorter period that the registrant as required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes x
No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes No x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting
company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act) Yes No x
Aggregate
market value of the voting and non-voting common stock of the registrant held by
non-affiliates of the registrant at December 31, 2008, computed by reference to
the closing price of $0.004 per share as December 31, 2008: $111,000
As of
December 31, 2008, there were outstanding 199,565,923 shares of the
issuer's common stock, par value $.001.
TABLE
OF CONTENTS
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Page
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Part
I
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Item
1.
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3
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Item
2.
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9
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Item
3.
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10
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Item
4.
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10
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Part
II
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Item
5.
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10
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Item
6
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11
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Item
7.
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12
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Item
7A.
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16
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Item
8.
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17
- 36
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Item
9.
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37
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Item
9A.
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38
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Item
9A(T)
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38
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Item
9B.
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38
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Part III
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Item
10.
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39
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Item
11.
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41
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Item
12.
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44
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Item
13.
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44
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Item
14.
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45
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Part
IV
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Item
15.
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46
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47
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CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
The
discussion contained in this 10-K under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), contains forward-looking statements that involve
risks and uncertainties. The issuer's actual results could differ significantly
from those discussed herein. These include statements about our expectations,
beliefs, intentions or strategies for the future, which we indicate by words or
phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe,"
"the Company believes," "management believes" and similar language, including
those set forth in the discussion under "Business," including the "Risk Factors"
described in that section, and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" as well as those discussed
elsewhere in this Form 10-K. We base our forward-looking statements on
information currently available to us, and we assume no obligation to update
them. Statements contained in this Form 10-K that are not historical facts are
forward-looking statements that are subject to the "safe harbor" created by the
Private Securities Litigation Reform Act of 1995.
History
of Our Company
We were
incorporated in the State of Nevada on January 29, 1998 under the name Txon
International Development Corporation to conduct any lawful business, to
exercise any lawful purpose and power, and to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Laws of Nevada.
On August
14, 2000, pursuant to a share exchange agreement dated August 10, 2000, by and
among Main Edge International Limited (“Main Edge”), Virtual Edge Limited
(“Virtual Edge”), Richard Ford, Jeanie Hildebrand and Gary Lewis, we acquired
from Main Edge all of the shares of Virtual Edge (the “Acquisition”) in exchange
for an aggregate of 1,961,175 shares of our common stock, which shares equaled
75.16% of Txon International’s issued and outstanding shares after giving effect
to the Acquisition. On September 15, 2000, Txon International Development
Corporation changed its name to China World Trade Corporation (the “Registrant”
or “CWTD”).
On March
28, 2008, CWTD entered into a Share Exchange Agreement (the “Exchange
Agreement”) by and among the Registrant, William Chi Hung Tsang, the Chairman
and President of CWTD (“Tsang”), Uonlive Limited, a corporation organized and
existing under the laws of the Hong Kong SAR of the People’s Republic of China
(“Uonlive”), Tsun Sin Man Samuel, Chairman of Uonlive (“Tsun”), Hui Chi Kit,
Chief Financial Officer of Uonlive (“Hui”), Parure Capital Limited, a
corporation organized and existing under the laws of the British Virgin Islands
and parent of Uonlive (“Parure Capital”). Upon closing of the share
exchange transaction contemplated under the Exchange Agreement, Tsun and Hui
transferred all of their share capital in Parure Capital to CWTD in exchange for
an aggregate of 150,000,000 shares of common stock of the Registrant and 500,000
shares of Series A Convertible Preferred Stock of the Registrant, which is
convertible after six months from the date of issuance into 100 shares of common
stock of the Registrant, thus causing Parure Capital to become a direct
wholly-owned subsidiary of the Registrant.
On July
2, 2008, the proposal to amend the articles of incorporation to change the name
of the corporation to Uonlive Corporation was approved by the action of a
majority of all shareholders entitled to vote on the record date and by CWTD’s
Board of Directors. CWTD desired to change its name to truly reflect its new
business as a holding company for Uonlive Limited, and possibly other companies
that may be acquired in the future by the company (the “Company” or
“Uonlive”).
The
Company and subsidiaries are hereinafter collectively referred to as the
“Company.”
Overview
of Our Company’s Business
Uonlive
is a leading private online multimedia company established in July 2007 with its
headquarters in Hong Kong, China. The main business of Uonlive is
operating an online radio station, a kind of virtual community able to provide
the public with free online radio services, and mainly targets a younger
listening audience.
In
Uonlive, all the people are involved in the Multimedia Communication Platform
(MCP). Uonlive is the abbreviation for “You Are on Live”, which means
no matter where you live around the world, Uonlive’s information can be
transmitted to you. With online radio, there are no geographic
boundaries.
Uonlive
provides multi-division entertainment programs through live-audio-radio and
audio-on-demand. Audio-on-demand allows the listener to choose his or her own
programming. Uonlive also utilizes the most advanced technologies for
DJs and audiences to control their broadcasting techniques. Uonlive is also
endeavoring to develop new radio receiving techniques. For example, in the near
future, Uonlive will distribute online radio programs for communication products
including mobile, family electronics etc., anytime and anywhere.
Different
than traditional radio stations, Uonlive is continuously adding more interactive
features, including online live voting, chat rooms, and download service, etc.
in order to reach more audiences.
In
addition, Uonlive provides professional training courses to DJs. It
is committed to developing new radio personalities by providing professional and
systematic training programs. After completion of the courses, the participants
are qualified to take part in large-scale activities and ceremonies. Such
opportunities work for the mutual benefit of the online station and the
participant. Currently, Uonlive has over 50 DJs hosting online radio
programs.
Currently
Uonlive has over 40 diversified programs, which operate 24-hours a
day. No matter when and where, listeners can hear Uonlive voices
anytime.
Our
executive office is located at 5/F, Guangdong Finance Building, 88 Connaught
Road West, Hong Kong.
Our
Corporate Structure
Products
and Services
Uonlive
operates online radio by using audio or video data that can be converted into
the desired format and directly transmitted onto the
Internet. Whenever the listeners log into the website, they can
download the audio information they desire, and broadcast this information out
through the related software such as Realplay or Winamp. Online radio
does not use satellite frequency bands and resources, therefore the broadcast is
influenced by the network bandwidth available.
In
Uonlive, all the people are involved in the multimedia communication
platform. This virtual community is able to provide the public with
free online radio services. Currently Uonlive focuses on the
following products and services:
(1) Air
Time
--With
unlimited airtime, no boundary, flexibility and expandable.
--Started
from 16th September 2007;
--Two
different online radio channels;
--Over
100 DJs;
--24×7×2
channels radio, each day around 8 to 10 hours of new programs (continuous radio
or program on demand);
--Existing
35,000 registered members, 16-25 sectors.
(2) UJ on
demand
--Anyone
can become a UJ;
--UJ
status can be upgraded to a senior level depending on how many programs the
users get involved in, how many programs users update or are in charge of and
also the download rates or response rate from the audiences;
--The
higher the rank, the more airtime users can operate;
--Own
your own radio channel with specific topics.
(3) U on
Ad
-- The
audience members can record their own advertisement in audio and upload to
Uonlive;
--UJ can
pick different categories of products and record the advertisement, and post on
Uonlive;
--Advertisement
on demand with target customers, and advertisement with hit rate
record;
--Target
customers can allocate target products;
--Become
a yellow page, youth and recommendation specialist on particular
products;
--Different
UJs become specialists on particular products in specific
industries.
(4) U PR
Network
--Through
its UJ’s, members’ database, and clients, Uonlive has established a public
relations (PR) Network.;
--Building
awareness and a favorable image for clients through our network and closely
monitoring numerous media channels for public comments.
Currently,
we focus and market our products in the following industries, where we believe
our capabilities and networks are easily utilized:
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·
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Sports
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·
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Tourist
|
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·
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Property
|
|
·
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Music
|
|
·
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Wedding
|
|
·
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Comics/
Games
|
|
·
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Super
Natural Science
|
|
·
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Online
Shopping
|
Online
Radio Industry Overview
Industry
Background
Online
radio is a new broadcasting media which is transmitted through the
Internet. A radio server is set up on Internet websites and provides
radio programming through media play software. As a result, the
listeners are able to listen, watch, and read radio programs through their own
computers. The programs of online radio include audio, video,
multi-media and text contents. Online radio is one of the major
Internet media which provides online audio and video programming
services.
According
to the statistics of eTForecasts, there were over 1.08 billion Internet users in
2006 globally, and an estimated 2 billion users were predicted within the next 5
years. The USA has 197.8 million Internet users, China has 120 million Internet
users, and other countries in declining sequence are Japan, India, Germany, UK,
and Korea.
A study
of Understanding & Solutions shows that compared to global Internet income
from advertising amounting to US$25 billion, the global radio and TV advertising
income was US$160 billion in 2006. According to statistics of the
Office of Management and Budget in the U.S., the USA radio advertisement income
was US$20 billion in 2002, occupying 14% of the whole US media advertisement
market.
In 2000,
there were 21,500 TV stations and 44,000 radio stations globally, of which 59%
of the total TV stations were located in the USA and 30% of total radio stations
were located in the USA. In the radio industry, there were 514,000 employees in
2001. Most of these TV and radio stations are commercial entities relying on
commercial advertisement income.
According
to the statistics of US Radio Advertising Bureau in 2002 and 2003, over 96%
of American citizens over 12 years old listen to radio programs every
week; over 77% of American citizens listen to radio programs everyday; 99% of
adults (over 18 years old) with yearly income of $50,000 listen to radio
programming for 3 hours and 18 minutes every day; over 96% of lawyers,
accountants, professionals, and senior corporate management listen to
radio for 3 hours and 01 minute everyday; 97% of college students listen to
radio for 3 hours and 5 minutes every day. The time distribution ratios of
American citizens on various media are 44% on radio, 41% on TV, 10% on
newspaper, and 5% on magazine.
Characteristics
of Online radio
Currently,
the most popular online radio is live radio and audio-on-demand radio programs.
The live online radio is similar to traditional radio, which provides audio
programs according to a scheduled program list on the Internet. By contrast,
audio-on-demand online radio provides radio programs on the website, and
audiences are able to play their favorable programs on their
demand.
The
following is a comparison of Online Radio to Traditional Radio
Broadcasting:
--Online
radio programs are targeted to more specialized and detailed
audiences. Online radio segments its listening audience more than
traditional radio.
--Online
radio audiences are able to listen to radio programs in their free time and can
avoid being stuck to listening to traditional radio programs in a synchronous
manner.
--Online
radio audiences are able to select programs on demand and enjoy real-time news,
music, and other programs.
--Online
radio audiences are able to mutually interact and communicate with broadcast
hosts more closely and quickly through MSN, mobile messaging, blogs and radio
Forum, as well as hot-line telephone etc.
--Online
radio is able to utilize news and program resources of traditional broadcast
stations, which is complementary to that provided by traditional broadcast
stations.
Competition
Our
competitive strategy and competitive advantages include the
following:
(1)
Simple equipment, no boundary and time constraints.
The cost
to establish an online radio station is very low, not only the hardware but also
the technology. In theory, any person who has a computer, a
microphone, and software can have a radio station of his
own. Moreover he can recruit DJs from all over the world through the
network. All programs are stored on the site, and are saved in a
database. People can retrieve a specific program that they missed and
listen to it at any time, any place. Therefore, it enables the acceptance
rate to be greatly increased.
(2)
Utilize audience interaction.
In the
online network, DJs can chat with audiences through instant communication tools
such as QQ, MSN, Forum Posting and SMS to achieve instant
interaction. They can immediately experience the interaction with
audiences and re-arrange the programs according to the audience’s
needs. The interactive forms of communication have made a greater
variety of entertainment more widely available.
(3)
Strong personalization features and more attractive to young
people.
At
present, many hosts or DJs are the broadcast reporters and editors, thus showing
the greatest personality in the programs. Such characters can often
attract listeners, especially the young people pursuing personality in their
DJs. Uonlive is a special form of personalized media, and has many
types of radio programs.
(4) Wide
range of interactive methods for transmission.
Uonlive
can also use the resources and technical means of the network to achieve
transmission of audio-visual language. The audience can not only see
a program through video, the face of a host if it is music, but also at the same
time enjoy the songs of the music videos This transmission ability
greatly raises the visibility of the programming. In addition, the
continual development of network technology provides a platform for all Internet
users that can become a potential radio audience.
(5)
Significant information, easy for sourcing what the users need.
Users can
choose programs depending on their preferences and favorites. They can easily
skip Internet advertising on the home page, and also can tune into the world's
radio and listen to what they prefer.
(6)
Advanced technology is a strong support to the growth of online radio, and
technological development a means for change.
Uonlive
uses Internet Audio Radio and Audio-on-Demand, and makes full use of advanced
interactive features, to present the most diversified entertainment
programs. In addition, Uonlive uses the most advanced equipment and
the latest technology, to help the audience more easily master and control
the skills of radio. In the near future, it will bring “Anytime,
Anywhere” radio to communication products such as mobile phones, or even on the
stereo such as stationary units or any mobile unit that has an internet
browser.
More
importantly, Uonlive does not need to download or install any software, which
makes the use more simple and convenient. The powerful website does
all this and can even support keyword search.
However,
we cannot assure you that we will compete successfully with any of our current
or future competitors.
Future
Plans
Our Plan
for Increasing Revenue and Cutting Costs
|
Ÿ
|
We
will launch new service targeting manufacturers in China who need our
platform as an advertising agent and our UJs as their sales agents to
increase their sales.
|
|
Ÿ
|
We
will increase our broadcasting channels with different popular categories
to increase our revenue from selling of air
time,
|
|
Ÿ
|
We
will provide free training to people who want to be UJs and UJs are part
of our sales team who sell our products through their personal network.
Our sales department will also provide sales techniques to
UJs.
|
|
Ÿ
|
We
will co-operate with local newspapers and magazines to bundle our services
and products together with newspaper and magazine advertisements in one
package to expand our revenue
|
|
Ÿ
|
Our
direct cost of sales will be based on commissions paid to UJs, which will
not increase our cost unevenly.
|
|
Ÿ
|
We
are in the process of developing a “point to point” technology which will
improve our number of online audiences without increasing the bandwidth,
so as to reduce the cost.
|
How do we
intend to expand our programming and technology?
|
Ÿ
|
We
plan to raise adequate capital over the next three
years
|
|
Ÿ
|
We
plan to purchase technology that has come down in
price.
|
|
Ÿ
|
We
plan to acquire other online radio stations in China with positive
cash flow
|
|
Ÿ
|
We
plan to acquire software development companies that specialize in our
field and these companies will have mutual benefits for us after
acquisition
|
|
Ÿ
|
We
plan to expand our programs through our training of UJs
|
|
Ÿ
|
We
are in the process of developing a point-to-point technology which will
reduce the usage of bandwidth.
|
Growth
Strategy
Uonlive’s
vision is to be the largest online radio station in the world. Management
intends to grow Uonlive’s business by pursuing the following
strategies:
|
Ÿ
|
Grow
capacity and capabilities in line with market demand
increases
|
|
Ÿ
|
Enhance
leading-edge technology through continuous innovation, research and
study
|
|
Ÿ
|
Continue
to improve operational efficiencies
|
|
Ÿ
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Build
a strong market reputation to foster and capture future growth in Hong
Kong
|
Existing
Facilities in China
We have
three recording studios established in Hong Kong equipped with Sony HDR-SRIE
Video & Accessories, Tascan IRU, CD Player, Lexicon Multi-effect mixer,
and Mackie 16 ch-4 Bus Mixer for recording and on-air broadcasting. We also have
a Dell PowerEdge 2950 Rack Mount Server and an IBM X3650 server for online
broadcasting.
On
September 2008, we established a studio with recording equipment in Guangzhou,
China as our PRC channel targeting audiences in China.
Sales
and Marketing
Uonlive
has established an extensive sales network throughout Hong Kong and in bordering
locations in China. It has a Sales and Marketing Department with
four staff members.
Source of Income. Our main
source of income is from airtime sales. The airtime sales may be a
combination of air time and other services that Uonlive has the capabilities to
supply, which includes website banner sales, public relations service and
downloading from a clients’ database through our network.
Advertising
Customers
For the
twelve month period from January 1, 2008 to December 31, 2008 the Company
achieved revenues of $30,819. The revenue was generated from 3
customers with the following details:
|
Name of Customer
|
Sales
for the Period by Customer
|
%
of Sales
for the Period
|
||||||
|
Dbtronix
(Far East) Ltd.
|
$ | 15,410 |
50%
|
|||||
|
Pionner
Hong Kong Development Ltd.
|
$ | 7,704 |
25%
|
|||||
|
Hong
Kong Asia Pacific Publication
|
$ | 7,705 |
25%
|
|||||
|
Total
of 3 Customers
|
$ | 30,819 |
100%
|
|||||
Intellectual
Property. At present, the Company has no trademarks or other
intellectual property.
Regulation
Regulation
of Telecommunications
Internet
information services in China are governed by the Telecommunications Regulations
issued on September 25, 2000 by the State Council. The Telecommunications
Regulations categorize all telecommunications businesses in China as either
basic telecommunications businesses or value-added telecommunications
businesses. The Catalog of Classes of Telecommunications Businesses (updated on
February 21, 2003 and effective as of April 1, 2003) that is attached to
the Telecommunications Regulations provides that an Internet information service
is a value-added telecommunications business. According to the
Telecommunications Regulations, any commercial operator of telecommunications
businesses in China must obtain an operating license from MII or
provincial-level communications administrative bureaus (“CAB”). The
Telecommunications Regulations also set forth extensive guidelines with respect
to various aspects of telecommunications operations in China.
The
Administrative Measures for Telecommunications Business Operating Licenses (the
“Telecom License Measures”) were promulgated by MII on December 26, 2001 and
became effective as of January 1, 2002. The Telecom License Measures, which are
formulated in accordance with the Telecommunications Regulations, set forth the
types of licenses required to operate a telecommunications business and the
procedures for obtaining such permits. With respect to licenses for value-added
services, the Telecom License Measures draw a distinction between licenses for
business conducted in a single province (which are issued by CAB) and licenses
for inter-provincial activities (which are issued by MII).
Regulation
of Internet Content
The
Internet Measures set forth a list of prohibited types of content. Duly licensed
ICPs are required to monitor their websites, including chat rooms and electronic
bulletin boards, for prohibited content and remove any such content that they
discover on their websites. In addition, some of the specific types of
prohibited content are vague and subject to interpretation. Therefore, the
responsibilities and the potential liabilities of ICPs are unclear.
ICPs are
subject to an array of other regulations with respect to types of content and
services, for which providers must obtain approval from various government
agencies. ICPs in the more sensitive or regulated areas (that is, news,
publication, education, medical care, pharmaceuticals and medical apparatuses
and instruments) are required to be examined by the authority in charge of the
relevant area prior to applying for an operating permit.
The
posting of news on websites and the distribution of news over the Internet are
highly regulated and can only be engaged in by ICPs that have been specifically
approved to do so. The Provisional Administrative Measures Regarding Internet
Websites Carrying on the News Posting Business issued by the State Council News
Office and MII in November 2000 stipulate that only ICPs that are
government-authorized news units may operate online news posting business that
post news reported by such ICPs. Other ICPs may apply to the State
Council News Office for approval to post on their websites news supplied under
contract by approved news providers, a copy of which shall be filed with the
applicable provincial requirements with respect to facilities and experience
personnel that must be met by applicants for approval to post news on their
websites.
Regulation
of Online Advertisements
ICPs
require approval from SAIC or its relevant local branches carry advertisements
on their websites. Uonlive does not have such approval, but Uonlive
is incorporated in Hong Kong which is not under the Chinese
regulations.
Employees. We currently have
16 employees and 132 UJs working for our company. We believe our
future success will depend in large part upon the recruitment of more
experienced UJ’s and management officers; and our ability to attract and retain
sales and marketing personnel. There can be no assurance that we will
retain our key sales and marketing employees or that we can attract, assimilate
or retain other highly qualified sales and marketing personnel in the
future. None of our employees are subject to any collective
bargaining agreements.
Our main
office and the three recording studio are located at 5/F, Guangdong Finance
Building, 88 Connaught Road West, Hong Kong and there is one recording studio
located at Guangzhou World Trade Center Club at the 3rd Floor, Goldlion Digital
Network Center, 138 Tiyu Road East, Tianhe, Guangzhou 510620, People’s Republic
of China. The Company rented office spaces under non-cancelable operating lease
agreements in Hong Kong and the PRC for periods of 2 months to 3 years, with
fixed monthly rentals, expiring in various periods/years through March 2011.
Costs incurred under these operating leases are recorded as rental expense and
totaled approximately $77,048 and $57,695 for the year ended December 31, 2008
and the period from November 21, 2007 (date of inception) to December 31,
2007.
As of
December 31, 2008, the future minimum annual operating lease payments are as
follows:
|
Years
ending December 31,
|
||||
|
2009
|
$ | 90,435 | ||
|
2010
|
92,457 | |||
|
2011
|
23,114 | |||
|
Total
|
$ | 206,006 | ||
Item
3. Legal Proceedings
We know
of no material, active or pending legal proceedings against us, our subsidiaries
or our property, nor are we involved as a plaintiff in any material proceedings
or pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or have a material interest adverse to us.
No matter
was submitted to a vote of security holders, other than as set forth below,
during the twelve months of the fiscal year covered by this Report.
On June
21, 2008 the following was submitted to a vote of security holders: to approve
an amendment to the Articles of Incorporation of the Company to change its name
to Uonlive Corporation from China World Trade Corporation.
Market
Information
Our
common stock is currently quoted on a limited basis on the Over-the-Counter
Bulletin Board (“OTCBB”) under the symbol “UOLV”. The quotation of our common
stock on the OTCBB does not assure that a meaningful, consistent and liquid
trading market currently exists. We cannot predict whether a more active market
for our common stock will develop in the future. In the absence of an active
trading market:
(1) Investors
may have difficulty buying and selling or obtaining market
quotation;
(2) Market
visibility for our common stock may be limited; and
|
(3)
|
A
lack of visibility of our common stock may have a depressive effect on the
market price for our common stock.
|
The
following table sets forth the range of bid prices of our common stock as quoted
on the OTCBB during the periods indicated. The prices reported represent prices
between dealers, do not include markups, markdowns or commissions and do not
necessarily represent actual transactions.
|
High
|
Low
|
||||||||
|
2008
|
First
Quarter
|
$ | 0.11 | $ | 0.05 | ||||
|
Second
Quarter
|
$ | 0.08 | $ | 0.015 | |||||
|
Third
Quarter
|
$ | 0.054 | $ | 0.01 | |||||
|
Fourth
Quarter
|
$ | 0.02 | $ | 0.0035 | |||||
|
2007
|
First
Quarter
|
$ | 0.58 | $ | 0.25 | ||||
|
Second
Quarter
|
$ | 0.50 | $ | 0.26 | |||||
|
Third
Quarter
|
$ | 0.30 | $ | 0.15 | |||||
|
Fourth
Quarter
|
$ | 0.28 | $ | 0.10 | |||||
Our
common shares are issued in registered form. Interwest Transfer Co., Inc., 1981
East 4800 South, Ste 100, Salt Lake City, UT 84111, Tel: (801)
272-9294, is the registrar and transfer agent for our common stock.
From
January 1 to March 20, 2009, the highest and lowest prices of our common shares
on the OTC Bulletin Board were $0.005 per share and $0.0035 per share. On
March 20, 2009, the closing price of our common stock on the OTC Bulletin
Board on the last day it traded before the filing of this Annual Report was
$0.0035 per share.
As a
result of the affirmative vote in the Annual General Meeting held on August 8,
2007, we increased our number of shares of authorized Common Stock, $.001 par
value, from 50,000,000 shares to 200,000,000 shares.
As a
result of the exchange agreement with Tsang William, Uonlive Limited, Tsun
Samuel, Hui Chi Kit and Parure Capital Limited on March 31, 2008, 150,000,000
shares of common stock and 500,000 shares of Series A Convertible Preferred
Stock, which are convertible at 100 to 1 anytime six months after the date of
issuance (provided there is sufficient authorized common stock), were
issued. The total outstanding common stock was 199,565,923 immediately after the
closing of the exchange agreement.
As of
December 31, 2008, there were 89 shareholders of record of 199,565,923
outstanding shares of common stock of the Company, not including approximately
5,000 holders of our shares in street name.
Dividends
We have
not previously paid any cash dividends on its common stock and do not anticipate
paying dividends on its common stock in the foreseeable future. It is the
present intention of management to retain any earnings to provide funds for the
operation and expansion of our business. Any future determination to pay
dividends will be at the discretion of our board of directors and will depend on
our results of operation, financial condition, contractual and legal
restrictions and other factors the board of directors deem
relevant.
As of
December 31, 2008, we did not have any equity compensation plans.
Recent Sales of Unregistered
Securities
Pursuant
to a Share Exchange Agreement, dated March 28, 2008 (the "Exchange
Agreement"), among the Company, William Tsang, Uonlive Limited, Parure
Capital Limited, Tsun Samuel and Hui Chi Kit, the Company issued
150,000,000 shares of common stock to Dragon Ace Global Limited, a British
Virgin Islands corporation ("Dragon Ace Global"), and its designees, and
250,000 shares of Series A Convertible Preferred Stock to each of Dragon Ace
Global and Standford Global Capital Limited, a British Virgin Islands
corporation, in reliance on an exemption from registration available under
Regulation S of the Securities Act of 1933, as amended. The shares of
Series A Convertible Preferred Stock are each convertible into 100 shares of
common stock of the Company at any time after six months from the date
of issuance, provided that there is sufficient authorized shares
of common stock. The consideration for the issuance of the
150,000,000 shares of common stock and the 500,000 shares of Series A
Convertible Preferred Stock was the agreement by Parure Capital Limited to
exchange and transfer 100% of its outstanding capital stock to the Company
pursuant to the Exchange Agreement. Parure Capital Limited is the owner of
all of the issued and outstanding share capital of Uonlive Limited, which is the
operating company.
Purchases of Equity
Securities by Issuer and Affiliated Purchasers
We have
not repurchased any of our common stock and have no publicly announced
repurchase plans or programs as of December 31, 2008.
Not
applicable.
PRELIMINARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
discussion contains forward-looking statements. The reader should understand
that several factors govern whether any forward-looking statement contained
herein will be or can be achieved. Any one of those factors could cause actual
results to differ materially from those projected herein. These forward-looking
statements include plans and objectives of management for future operations,
including plans and objectives relating to the products and the future economic
performance of the company. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions, future business decisions, and the time and money required to
successfully complete development projects, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
company. Although the company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of those
assumptions could prove inaccurate and, therefore, there can be no assurance
that the results contemplated in any of the forward-looking statements contained
herein will be realized. Based on actual experience and business development,
the company may alter its marketing, capital expenditure plans or other budgets,
which may in turn affect the company's results of operations. In light of the
significant uncertainties inherent in the forward-looking statements included
therein, the inclusion of any such statement should not be regarded as a
representation by the company or any other person that the objectives or plans
of the company will be achieved.
OVERVIEW
The
predecessor of Uonlive Corporation was incorporated in the State of Nevada on
January 29, 1998 under the name Txon International Development Corporation to
conduct any lawful business, to exercise any lawful purpose and power, and to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Laws of Nevada. On August 1, 2008, the
Company changed its name to Uonlive Corporation.
On March
28, 2008, the Company entered into the Exchange Agreement with Tsang William,
Uonlive Limited, Tsun Samuel, Hui Chi Kit and Parure Capital Limited. Upon
closing of the Share Exchange on March 31, 2008, Tsun and Hui delivered all of
their share capital in Parure Capital to the Company in exchange for 150,000,000
shares of common stock of the Company and 500,000 shares of Series A Convertible
Preferred Stock, resulting in Parure Capital becoming a wholly owned subsidiary
of the Company and Uonlive becoming an indirect wholly owned subsidiary of the
Company.
As a
result, 49,565,923 shares of the Company’s common stock were outstanding
immediately prior to the closing of the Share Exchange, and 199,565,923 shares
of the Company’s common stock were outstanding immediately after the closing of
the Share Exchange. In addition, 500,000 shares of Series A Convertible
Preferred Stock were outstanding immediately after the closing of the Share
Exchange. Of these shares, approximately 26,355,874 shares represented the
Company’s “public float” prior to and after the Share Exchange. The 150,000,000
shares of common stock and 500,000 shares of Series A Convertible Preferred
Stock issued in the Share Exchange were issued in reliance upon an exemption
from registration pursuant to Regulation S under the Securities Act of 1933, as
amended (the “Securities Act”). The shares in the public float will continue to
represent the shares of the Company’s common stock held for resale without
further registration by the holders thereof. After the Share Exchange, Uonlive
becomes our operating subsidiary.
Uonlive
is a leading private online multimedia company incorporated in April 2007 with
its headquarters in Hong Kong, China. It is one of the members of Jingu Group.
The main business of Uonlive is operating an online radio station, a kind of
virtual community able to provide the public with free online radio services,
and mainly targets the younger listening audience.
Uonlive
is the abbreviation for “You Are on Live”, which means no matter where you live
around the world, Uonlive’s information can be transmitted to you. With online
radio, there are no geographic boundaries.
Uonlive
provides multi-division entertainment programs through live-audio-radio and
audio-on-demand. Audio-on-demand allows the listener to choose his or her own
programming. Uonlive also utilizes the most advanced technologies for
DJs and audiences to control their broadcasting techniques. Uonlive is also
endeavoring to develop new radio receiving techniques. For example, in the near
future, Uonlive will distribute online radio programs for communication products
including mobile, family electronics etc., anytime and anywhere.
Different
than traditional radio stations, Uonlive is continuously adding more interactive
features, including online live voting, chat rooms, and download service, etc.
in order to reach more audiences.
In
addition, Uonlive provides professional training courses to DJs. It
is committed to developing new radio personalities by providing professional and
systematic training programs. After completion of the courses, the participants
are qualified to take part in large-scale activities and ceremonies. Such
opportunities work for the mutual benefit of the online station and the
participant. Currently, Uonlive has over 50 DJs hosting online radio programs.
Currently Uonlive has over 40 diversified programs, which operate 24-hours a
day. No matter when and where, listeners can hear Uonlive voices
anytime.
Our
objective is to develop and provide diversified programming that has an upbeat
message for anyone who listens. We will use advanced technologies to provide a
variety of interactive channels through a Multimedia Communication Platform to
give the audience impressive and fun radio shows.
Development
of Our Business
The
commercial market for the online radio business is developing rapidly. Many
large competitors have been formed or are in the process of being formed to take
advantage of an expanding market. The commercialization of the Internet has
effectively promoted the development of online radio communication technologies.
The significant business opportunities inherent in online radio will cause the
utilization of the various kinds of equipment necessary for an online radio
station.
Our
development strategies include opening up new channels, attracting more members,
strengthening and diversifying online programs, selling or renting our channels,
attempting to develop a “U outlet”, and later attempting co-operation with
Karaoke, and developing a voice-ecard for our stations. Uonlive will also sell
its commercial products to users through its multimedia communication platform.
It hopes to set up a team to source products in Guangdong Province, China and
market the product on the website. Lastly, Uonlive will try another model
allowing users to call up and record a message and leave it on the website so
that other people listen to them (thereby setting up a sound recording
library).
Our
objective is to develop and provide diversified programming that has an upbeat
message for anyone who listens. We will use advanced technologies to provide a
variety of interactive channels through a Multimedia Communication Platform to
give the audience impressive and fun radio shows.
Our
revenue model is to (1) sell air time or spot time to customers in different
time sections with a tailor made package to be designed for each customer, which
package may contain a number of air or spot times with a time frame of, say, 30
seconds, (2) to sell title sponsorships to customers for each program, and (3)
to sell banner advertisements on our website. We planned to have eight banners
this year for customers to place their advertisements.
Management
believes that Uonlive has a niche market in the online radio industry in Hong
Kong and Mainland China. The prospect for this industry is enormous with high
margin potential. Uonlive is the pioneer in this market and hopes to be the
leader, taking the largest market share in the coming years.
The
following table shows the financial data of the consolidated statements of
operations of the Company and its subsidiaries for the years ended December 2008
and the period from November 21, 2007 (date of inception) to December 31, 2007.
The data should be read in conjunction with the audited consolidated financial
statements of the Company and related notes thereto.
|
Period
from
|
||||||||||||||||
|
For
the year ended
|
November
21, 2007
|
|||||||||||||||
|
December
31, 2008
|
to
December 31, 2007
|
|||||||||||||||
|
US$
'000
|
%
of Revenue
|
US$
'000
|
%
of Revenue
|
|||||||||||||
|
OPERATING
REVENUES
|
31 | 100 | % | 10 | 100 | % | ||||||||||
|
GROSS
PROFIT
|
7 | 23 | % | 2 | 23 | % | ||||||||||
|
OPERATING
EXPENSES:
|
||||||||||||||||
|
Sales
and marketing expense
|
(18 | ) | (59 | %) | (6 | ) | (56 | %) | ||||||||
| Consulting and professional fee | (59 | ) | (191 | %) | (68 | ) | (680 | %) | ||||||||
|
General
and administrative
|
(606 | ) | (1,968 | %) | (161 | ) | (1,610 | %) | ||||||||
|
Provision
for impairment of intangible assets
|
(167 | ) | (542 | %) | - | 0 | % | |||||||||
|
TOTAL
OPERATING EXPENSES
|
(850 | ) | (2,759 | %) | (235 | ) | (2,292 | %) | ||||||||
|
|
|
|||||||||||||||
|
Loss
from operations
|
(843 | ) | (2,736 | %) | (233 | ) | (2,269 | %) | ||||||||
|
Income
tax benefit
|
- | 41 | 397 | % | ||||||||||||
|
NET
LOSS
|
(843 | ) | (2,736 | %) | (192 | ) | (1,872 | %) | ||||||||
|
Net
loss per share – Basic and diluted
|
0.00 | 0.00 | ||||||||||||||
|
Weighted
average number of shares outstanding – Basic and diluted
|
187,479,986 | 150,000,000 | ||||||||||||||
FISCAL
YEAR ENDED DECEMBER 31, 2008 COMPARED TO PERIOD ENDED DECEMBER 31,
2007.
OPERATING
REVENUE
The
Company recorded a total of $30,819 consolidated revenue for the year ended
December 31, 2008 compared to $10,257 for the same corresponding period in
2007. The revenue came from three different clients, which is a 201%
increase compared to the period ended December 31, 2007. The increase
was mainly due to our operation having started and new customers have been
brought in during the year 2008. The consolidated gross profit for
the quarter ended December 31, 2008 was recorded at approximately $7,000, which
accounted for 23% of total revenue.
Consolidated
operating loss from operation increased by approximately $610,000 or 262% to
$843,000 for the twelve-month period ended December 31, 2008 from $233,000 for
the same corresponding period in year 2007. The increase was caused by the
increased general and administrative expenses and the provision for impairment
of intangible assets.
SALES AND
MARKETING EXPENSES
Sales and
Marketing expense increased to $18,173 or 59% of total revenue in 2008, from
$5,744 or 56% of total revenue in the corresponding period of 2007, an increase
of 216%. The increase was mainly due to implementation of our promotion
strategy.
GENERAL AND
ADMINISTRATIVE EXPENSES
General
and administrative expenses for the year ended December 31, 2008 increased to
$606,522 or 1,968% of total revenue from $160,971 or 1,569% in the corresponding
period of 2007, an increase of 277%. The increase in general and administrative
expense was mainly due to the result of our growing business. The
general and administrative expenses included approximately $172,000 of salaries
paid, $72,300 of rental expense, $81,500 of computer technology expenses,
$57,000 of depreciation expenses, and $25,900 of consulting fees.
PROVISION
FOR IMPAIRMENT
During
the 2008 fiscal year, we incurred $166,908 of impairment charges relating to
online radio technology.
NET LOSS
Net loss
was approximately $843,000 for the year ended December 31, 2008, as compared to
the same corresponding period in 2007, an increase of $651,000 or 339% from a
loss of $192,000. A majority of the net loss was the result of the increase in
selling, general and administrative expenses and the recognition of the
impairment loss on the intangible assets.
As of
December 31, 2008, cash and cash equivalents totaled $100. This cash position
was the result of a combination of net cash used in operating activities in the
amount of $681,558, net cash used in investing activities in the amount of
$79,028 and the net cash provided by financing activities in the amount of
$710,505. The net cash used in operating activities was mainly the result from
the net loss of $843,104, decrease in the amount of $57,785 to a related
company offsetting by the impairment of intangible assets of $166,908 and
depreciation expenses amounting to $57,293. The net cash used in investing
activities was mainly the additional purchase of plant and equipment of $79,028.
The increase in financing activities was mainly advances from a director of
$710,505,
We
believe that the level of financial resources is a significant factor for our
future development and, accordingly, may choose at any time to raise capital
through private debt or equity financing to strengthen our financial position,
facilitate growth and provide us with additional flexibility to take
advantage of business opportunities.
OFF-BALANCE
SHEET ARRANGEMENTS
We have
no significant off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in our
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to our
stockholders.
CRITICAL
ACCOUNTING POLICIES
In
presenting our financial statements in conformity with generally accepted
accounting principles, we are required to make estimates and assumptions that
affect the amounts reported therein. Several of the estimates and assumptions we
are required to make relate to matters that are inherently uncertain as they
pertain to future events. However, events that are outside of our control cannot
be predicted and, as such, they cannot be contemplated in evaluating such
estimates and assumptions. If there is a significant unfavorable change to
current conditions, it could result in a material adverse impact to our
consolidated results of operations, financial position and liquidity. We believe
that the estimates and assumptions we used when preparing our financial
statements were the most appropriate at that time. Presented below are those
accounting policies that we believe require subjective and complex judgments
that could potentially affect reported results. However, the majority of our
businesses operate in environments where we pay a fee for a service performed,
and therefore the results of the majority of our recurring operations are
recorded in our financial statements using accounting policies that are not
particularly subjective, nor complex.
Valuation
of long-lived assets
We review
our long-lived assets for impairment, including property, plant and equipment,
and identifiable intangibles with definite lives, whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be fully
recoverable. To determine recoverability of our long-lived assets, we evaluate
the probability that future undiscounted net cash flows will be greater than the
carrying amount of our assets. Impairment is measured based on the difference
between the carrying amount of our assets and their estimated fair
value.
Allowance
for doubtful accounts
We
perform ongoing credit evaluations of our customers and adjust credit limits
based upon customer payment history and current creditworthiness. We
continuously monitor collections and payments from our customers and maintain a
provision for estimated credit losses based upon our historical experience and
any specific customer collection issues that have been identified. While such
credit losses have historically been within our expectations and the provisions
established, we cannot guarantee that we will continue to experience credit loss
rates similar to those we have experienced in the past. Measurement of such
losses requires consideration of historical loss experience, including the need
to adjust for current conditions, and judgments about the probable effects of
relevant observable data, including present economic conditions such as
delinquency rates and financial health of specific customers.
Credit
Risk
Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash and trade accounts receivable. The
Company performs ongoing credit evaluations of its customers’ financial
condition, but does not require collateral to support such
receivables.
Exchange
Rate Risk
The
Company cannot guarantee that the current exchange rate will remain steady;
therefore there is a possibility that the Company could post the same amount of
profit for two comparable periods and because of the fluctuating exchange rate
actually post higher or lower profit depending on exchange rate of HK$ converted
to US$ on that date. The exchange rate could fluctuate depending on changes in
political and economic environments without notice.
UONLIVE
CORPORATION
(Formerly
China World Trade Corporation)
Consolidated
Financial Statements
For
The Year Ended December 31, 2008 and
the
Period From November 21, 2007 (Date of Inception) to December 31,
2007
(With
Reports of Independent Registered Public Accounting Firm
Thereon)
ZYCPA
COMPANY LIMITED
Certified
Public Accountants
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
|
Page
|
|
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19
|
|
|
20
|
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21
|
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|
22
|
|
|
23
|
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24
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25
- 36
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board
of Directors and Stockholders of
Uonlive
Corporation
(Formerly
China World Trade Corporation)
We have
audited the accompanying consolidated balance sheet of Uonlive Corporation
(formerly China World Trade Corporation) and its subsidiaries (“the Company”) as
of December 31, 2008 and the related consolidated statements of operations and
comprehensive loss, cash flows and stockholders’ deficit for the year ended
December 31, 2008. The financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits include consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 2008, and the results of operations and cash flows for the year then ended
and in conformity with accounting principles generally accepted in the United
States of America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has incurred substantial losses
and capital deficit, all of which raise substantial doubt about its ability to
continue as a going concern. Management’s plans in regard to these matters are
also described in Note 2. These consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
/s/ ZYCPA Company
Limited
ZYCPA
Company Limited
(Formerly
Zhong Yi (Hong Kong) C.P.A. Company Limited)
Certified
Public Accountants
Hong
Kong, China
March 30,
2009
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Board of Directors and Stockholders
PARURE
CAPITAL LIMITED
We have
audited the accompanying consolidated balance sheet of Parure Capital Limited
(“the Company”) as of December 31, 2007 and the related consolidated statement
of operations, cash flows and stockholders’ deficit for the period from November
21, 2007 (date of inception) through December 31, 2007. The financial statements
are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit includes consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 2007 and the results of operations and cash flows for the period from
November 21, 2007 (date of inception) through December 31, 2007 and in
conformity with accounting principles generally accepted in the United States of
America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has incurred substantial losses and has a
capital deficit, all of which raise substantial doubt about its ability to
continue as a going concern. Management’s plans in regard to these matters are
also described in Note 2. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Simon & Edward,
LLP
Simon
& Edward, LLP
Certified
Public Accountants
City of
Industry, California USA
March 31,
2008
|
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
CONSOLIDATED
BALANCE SHEETS
AS
OF DECEMBER 31, 2008 AND 2007
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
|
||||||||
|
As
of December 31,
|
||||||||
|
2008
|
2007
|
|||||||
|
ASSETS
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 100 | $ | 50,000 | ||||
|
Accounts
receivable
|
7,741 | - | ||||||
|
Accounts
receivable, related party
|
3,871 | 10,250 | ||||||
|
Prepayments
and deposits
|
11,795 | - | ||||||
|
Total
current assets
|
23,507 | 60,250 | ||||||
|
Non-current
assets:
|
||||||||
|
Intangible
asset, net
|
- | 166,534 | ||||||
|
Plant
and equipment, net
|
235,832 | 212,508 | ||||||
|
Deferred
tax asset
|
40,989 | 40,705 | ||||||
|
TOTAL
ASSETS
|
$ | 300,328 | $ | 479,997 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
|
Current
liabilities:
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 28,214 | $ | 20,000 | ||||
|
Amount
due to a shareholder
|
1,094,211 | 377,701 | ||||||
|
Amount
due to a related company
|
- | 57,656 | ||||||
|
Total
current liabilities
|
1,122,425 | 455,357 | ||||||
|
Long-term
liabilities:
|
||||||||
|
Note
payable to a shareholder
|
167,698 | 166,534 | ||||||
|
Total
liabilities
|
1,290,123 | 621,891 | ||||||
|
Commitments
and contingencies
|
||||||||
|
Stockholders’
deficit:
|
||||||||
|
Series
A, Convertible preferred stock, $0.001 par value; 10,000,000 shares
authorized, 500,000 shares issued and outstanding as of December 31, 2008
and 2007
|
500 | 500 | ||||||
|
Common
stock, $0.001 par value; 200,000,000 shares authorized; 199,565,923 and
150,000,000 shares issued and outstanding as of December 31, 2008 and
2007
|
199,566 | 150,000 | ||||||
|
Accumulated
deficit
|
(1,185,094 | ) | (292,524 | ) | ||||
|
Accumulated
other comprehensive (loss) income
|
(4,767 | ) | 130 | |||||
|
Total
stockholders’ deficit
|
(989,795 | ) | (141,894 | ) | ||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 300,328 | $ | 479,997 | ||||
See
accompanying notes to the consolidated financial statements.
|
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
CONSOLIDATED
STATEMENTS OF OPERATIONS AND
COMPREHENSIVE
LOSS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
|
||||||||
|
As
of December 31,
|
||||||||
|
2008
|
2007
|
|||||||
|
REVENUES,
NET:
|
||||||||
|
Related
party
|
$ | 15,410 | $ | 10,257 | ||||
|
Unrelated
party
|
15,409 | - | ||||||
|
Total
revenues, net
|
30,819 | 10,257 | ||||||
|
COST OF REVENUE
(exclusive of depreciation)
|
23,602 | 7,898 | ||||||
|
GROSS
PROFIT
|
7,217 | 2,359 | ||||||
|
Operating
expenses:
|
||||||||
|
Sales
and marketing
|
18,173 | 5,744 | ||||||
|
Consulting
and professional fee
|
58,718 | 68,400 | ||||||
|
Impairment loss on intangible asset
|
166,908 | - | ||||||
|
General
and administrative
|
606,522 | 160,971 | ||||||
|
Total
operating expenses
|
850,321 | 235,115 | ||||||
|
LOSS
BEFORE INCOME TAXES
|
(843,104 | ) | (232,756 | ) | ||||
|
Income
tax benefit
|
- | 40,732 | ||||||
|
NET
LOSS
|
$ | (843,104 | ) | $ | (192,024 | ) | ||
|
Other
comprehensive (loss) income:
|
||||||||
|
-
Foreign currency translation (loss) gain
|
(4,897 | ) | 130 | |||||
|
COMPREHENSIVE
LOSS
|
$ | (848,001 | ) | $ | (191,894 | ) | ||
|
Net
loss per share – Basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
|
Weighted
average shares outstanding – Basic and diluted
|
187,479,986 | 150,000,000 | ||||||
|
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”))
|
||||||||
|
As
of December 31,
|
||||||||
|
2008
|
2007
|
|||||||
|
Cash
flow from operating activities:
|
||||||||
|
Net
loss
|
$ | (843,104 | ) | $ | (192,024 | ) | ||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
|
Depreciation
|
57,293 | 32,317 | ||||||
|
Deferred
tax asset
|
- | (40,732 | ) | |||||
|
Impairment
loss on intangible asset
|
166,908 | - | ||||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
Accounts
receivable
|
(1,284 | ) | (10,257 | ) | ||||
|
Prepayments
and deposits
|
(11,740 | ) | - | |||||
|
Accounts
payable and accrued liabilities
|
8,154 | 20,014 | ||||||
|
Amount
due to a related company
|
(57,785 | ) | 57,695 | |||||
|
Net
cash used in operating activities
|
(681,558 | ) | (132,987 | ) | ||||
|
Cash
flows from investing activities:
|
||||||||
|
Purchase
of plant and equipment
|
(79,028 | ) | (244,968 | ) | ||||
|
Expenditure
on technical know-how
|
- | (166,646 | ) | |||||
|
Net
cash used in investing activities
|
(79,028 | ) | (411,614 | ) | ||||
|
Cash
flows from financing activities:
|
||||||||
|
Capital
contribution from a shareholder
|
- | 50,000 | ||||||
|
Advances
from a shareholder
|
710,505 | 544,601 | ||||||
|
Net
cash provided by financing activities
|
710,505 | 594,601 | ||||||
|
Effect
of exchange rate change on cash and cash equivalents
|
181 | - | ||||||
|
NET
CHANGE IN CASH AND CASH EQUIVALENTS
|
(49,900 | ) | 50,000 | |||||
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
50,000 | - | ||||||
|
CASH
AND CASH EQUIVALENTS, END OF YEAR
|
$ | 100 | $ | 50,000 | ||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||
|
Interest
paid
|
$ | - | $ | - | ||||
|
Income
taxes paid
|
$ | - | $ | - | ||||
|
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
|
||||||||||||||||||||||||||||
|
Accumulated
other
|
||||||||||||||||||||||||||||
|
Series
A Convertible Preferred stock
|
Common
stock
|
comprehensive
|
Total
stockholders’
|
|||||||||||||||||||||||||
|
No.
of shares
|
Amount
|
No.
of shares
|
Amount
|
Accumulated
deficit
|
income
(loss)
|
deficit
|
||||||||||||||||||||||
|
Balance
as of November 21, 2007 (date of inception)
|
500,000 | $ | 500 | 150,000,000 | $ | 150,000 | (100,500 | ) | - | 50,000 | ||||||||||||||||||
|
Net
loss for the period
|
- | - | - | - | (192,024 | ) | - | (192,024 | ) | |||||||||||||||||||
|
Foreign
currency translation adjustment
|
- | - | - | - | - | 130 | 130 | |||||||||||||||||||||
|
Balance
as of December 31, 2007
|
500,000 | $ | 500 | 150,000,000 | $ | 150,000 | $ | (292,524 | ) | $ | 130 | $ | (141,894 | ) | ||||||||||||||
|
Shares
issued for reverse acquisition
|
- | - | 49,565,923 | 49,566 | (49,466 | ) | - | 100 | ||||||||||||||||||||
|
Net
loss for the year
|
- | - | - | - | (843,104 | ) | - | (843,104 | ) | |||||||||||||||||||
|
Foreign
currency translation adjustment
|
- | - | - | - | - | (4,897 | ) | (4,897 | ) | |||||||||||||||||||
|
Balance
as of December 31, 2008
|
500,000 | $ | 500 | 199,565,923 | $ | 199,566 | $ | (1,185,094 | ) | $ | (4,767 | ) | $ | (989,795 | ) | |||||||||||||
See
accompanying notes to the consolidated financial statements
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”))
1.
DESCRIPTION OF BUSINESS AND ORGANIZATION
Uonlive
Corporation (“UOLV” or the “Company”) was incorporated under the laws of the
State of Nevada on January 29, 1998 as Txon International Development
Corporation. On September 15, 2000, the Company changed to its company name to
China World Trade Corporation. On July 2, 2008, the Company further changed its
current company name to Uonlive Corporation.
Recapitalization and
reorganization
On March
28, 2008, UOLV and Mr. William Tsang, the Chairman and President of UOLV entered
into the Share Exchange Agreement with Parure Capital Limited (“PCL”) and the
shareholders of PCL. PCL was incorporated in British Virgin Island (“BVI”) on
November 21, 2007 with the authorized, issued and outstanding common stock of
50,000 shares at par value of $1 per share. Its principal activity is investment
holding in Uonlive Limited (“Uonlive”). Uonlive was incorporated as a limited
liability company in Hong Kong on April 17, 2007. Its principal activity is the
provision of online multimedia and advertising service and the operation of an
online net radio in Hong Kong. All the operations and assets of Uonlive are
located in Hong Kong.
On March
31, 2008, UOLV completed a stock exchange transaction with the shareholders of
PCL, whereby 150,000,000 shares of the Company’s common stock and 500,000 shares
of Series A Convertible Preferred Stock were issued to the shareholders of PCL
in exchange for 100% of the ownership interest in PCL. As a result of the stock
exchange, PCL and Uonlive became wholly-owned subsidiaries of the Company and
the former shareholders of PCL own 75.2% of the issued and outstanding common
stock of the Company.
At the
same closing date, the Company consummated the disposal of all of its
subsidiaries to Top Speed Technologies Limited, which was controlled by Mr.
William Tsang, the Chairman and President of UOLV in consideration of
cancellation of indebtedness owed by UOLV to Mr. William Tsang, the Chairman and
President of UOLV. This disposal transaction was assumed to be completed as of
the beginning of the periods presented in the accompanying consolidated
financial statements.
Also in
connection with this stock exchange, UOLV appointed three new directors, Mr.
Tsun Sin Man Samuel, Mr. Cheung Chi Ho and Mr. Wong Kin Yu, to the Company’s
Board of Directors. Furthermore, concurrent with the closing of this
transaction, all of the Company’s former officers resigned from their positions
and Mr. Tsun Sin Man Samuel was appointed as the Chairman, Mr. Cheung Chi Ho as
new chief executive officer, Mr. Wong Kin Yu as the new chief operating
officer.
The stock
exchange transaction has been accounted for as a reverse acquisition and
recapitalization of UOLV whereby PCL is deemed to be the accounting acquirer
(legal acquiree) and UOLV to be the accounting acquiree (legal acquirer). The
accompanying consolidated financial statements are in substance those of PLC,
with the assets and liabilities, and revenues and expenses, of UOLV being
included effective from the date of stock exchange transaction. UOLV is deemed
to be a continuation of the business of PCL. Accordingly, the accompanying
consolidated financial statements include the following:
|
(1)
|
the
balance sheet consists of the net assets of the accounting acquirer at
historical cost and the net assets of the accounting acquiree at
historical cost;
|
|
(2)
|
the
financial position, results of operations, and cash flows of the
accounting acquirer for all periods presented as if the recapitalization
had occurred at the beginning of the earliest period presented and the
operations of the accounting acquiree from the date of stock exchange
transaction.
|
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”))
1.
DESCRIPTION OF BUSINESS AND ORGANIZATION (CONTINUED)
Business summary of
subsidiaries
|
Name
|
Place
of incorporation
and
kind of
legal
entity
|
Principal
activities
and
place of operation
|
Particulars
of issued/
registered
share
capital
|
Effective
interest
held
|
||||
|
Parure
Capital Limited (“PCL”)
|
BVI,
a limited liability company
|
Investment
holding in Hong Kong
|
50,000
issued shares of US$1 each
|
100%
|
||||
|
Uonlive
Limited (“Uonlive”)
|
Hong
Kong, a limited liability company
|
Provision
of advertising service and operation of a net radio in Hong
Kong
|
10,000
issued shares of HK$1 each
|
100%
|
The
Company and its subsidiaries are hereinafter collectively referred to as the
“Company”.
2. GOING
CONCERN UNCERTAINTIES
These
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the realization of assets
and the discharge of liabilities in the normal course of business for the
foreseeable future.
As of
December 31, 2008, the Company had incurred a net loss of $843,104 since its
inception and an accumulated deficit of $1,185,094. Additionally, the Company
had a working capital deficit of $1,098,918. The continuation of the Company is
dependent upon the continuing financial support of shareholders and obtaining
short-term financing. The actions involve certain cost-saving initiatives and
growing strategies, including rapid promotion and marketing the net radio
station in Hong Kong and the People’s Republic of China (“the PRC”). As a
result, the consolidated financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of the Company’s ability to continue as a going concern.
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
l
|
Basis
of presentation
|
These
accompanying consolidated financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of
America.
|
l
|
Use
of estimates
|
In
preparing these consolidated financial statements, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in
the balance sheets and revenues and expenses during the years reported. Actual
results may differ from these estimates.
|
l
|
Basis
of consolidation
|
The
consolidated financial statements include the financial statements of UOLV and
its subsidiaries.
All
significant inter-company balances and transactions within the Company have been
eliminated upon consolidation.
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”))
3. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
|
l
|
Cash
and cash equivalents
|
Cash and
cash equivalents are carried at cost and maintained in bank deposit accounts
with an original maturity of three months or less to be cash
equivalents.
|
l
|
Accounts
receivable
|
Accounts
receivable are recorded at the invoiced amount and do not bear interest, which
are due within contractual payment terms, generally 90 days. Credit is extended
based on evaluation of a customer's financial condition. Accounts receivable
outstanding longer than the contractual payment terms are considered past due.
Past due balances over 90 days and over a specified amount are reviewed
individually for collectibility. Management reviews the adequacy of the
allowance for doubtful accounts on an ongoing basis, using historical collection
trends and aging of receivables. Management also periodically evaluates
individual customer’s financial condition, credit history, and the current
economic conditions to make adjustments in the allowance when it is considered
necessary. Account balances are charged off against the allowance after all
means of collection have been exhausted and the potential for recovery is
considered remote. The Company does not have any off-balance-sheet credit
exposure related to its customers.
As of
December 31, 2008 and 2007, the Company does not record any allowance for
doubtful accounts.
|
l
|
Plant
and equipment
|
Plant and
equipment are stated at cost less accumulated depreciation and accumulated
impairment losses, if any. Depreciation is calculated on the straight-line basis
over the following expected useful lives from the date on which they become
fully operational:
|
Depreciable life
|
|
|
Furniture,
fittings and office equipment
|
5
years
|
|
Computer
and broadcasting equipment
|
5
years
|
Expenditure
for maintenance and repairs is expensed as incurred. The gain or loss on the
disposal of plant and equipment is the difference between the net sales proceeds
and the carrying amount of the relevant assets and is recognized in the
statement of operations.
|
l
|
Intangible
asset
|
Intangible
asset represents the acquisition cost of online radio broadcasting technology
and its domain name paid to Mr. Tsun Sin Man Samuel, a shareholder and director
of the Company at the fair value. Purchased technical know-how includes webpage
development cost, acquisition cost of domain name of www.uonlive.com,
online radio technology, broadcasting technical and procedural manuals, with an
indefinite useful life.
In
accordance with SFAS No. 142, “Goodwill and Other Intangible
Assets” (“SFAS No. 142”), if an intangible asset is
determined to have an indefinite useful life, it should not be amortized until
its useful life is determined to be no longer indefinite. The asset’s remaining
useful life should be reviewed each reporting period. If such an asset is later
determined to have a finite useful life, the asset should be tested for
impairment. That asset should then be amortized prospectively over its estimated
remaining useful life and accounted for in the same way as intangible assets
subject to amortization. An intangible asset that is not subject to amortization
should be tested for impairment at least annually.
The
Company evaluates the recoverability of identifiable intangible assets whenever
events or changes in circumstances indicate that an intangible asset’s carrying
amount may not be recoverable. Such circumstances could include, but are not
limited to: (1) a significant decrease in the market value of an asset, (2) a
significant adverse change in the extent or manner in which an asset is used, or
(3) an accumulation of costs significantly in excess of the amount originally
expected for the acquisition of an asset. The Company measures the carrying
amount of the asset against the estimated undiscounted future cash flows
associated with it. Should the sum of the expected future net cash flows be less
than the carrying value of the asset being evaluated, an impairment loss would
be recognized. The impairment loss would be calculated as the amount by which
the carrying value of the asset exceeds its fair value. The evaluation of asset
impairment requires the Company to make assumptions about future cash flows over
the life of the asset being evaluated. These assumptions require significant
judgment and actual results may differ from assumed and estimated
amounts.
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”))
3. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
|
l
|
Impairment
of long-lived assets
|
Long-lived
assets primarily include plant and equipment and intangible asset. In accordance
with the Statement of Financial Accounting Standard ("SFAS") No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”, the Company reviews its long-lived assets
for impairment whenever events or changes in circumstances indicate that the
carrying amount of the assets may not be fully recoverable. If the total of the
expected undiscounted future net cash flows is less than the carrying amount of
the asset, a loss is recognized for the difference between the fair value and
carrying amount of the asset. For the year ended December 31, 2008, the Company
made an impairment loss of $166,908 to the statement of operation relating to
online radio broadcasting technology.
|
l
|
Revenue
recognition
|
The
Company derives revenues from the sale of advertising airtime to customers. In
accordance with the SEC’s Staff Accounting Bulletin No. 104, “Revenue Recognition”, the
Company recognizes revenue when persuasive evidence of an arrangement exists,
transfer of title has occurred or services have been rendered, the selling price
is fixed or determinable and collectibility is reasonably assured.
|
l
|
Cost
of revenue
|
Cost of
revenue included IT service cost associated with the cost of maintenance and
operating the online radio domain and rent charge of a radio studio in Hong
Kong. For the year ended December 31, 2008 and the period from November 21, 2007
(date of inception) to December 31, 2007, the Company incurred $23,602 and
$7,898 on the statement of operation.
|
l
|
Advertising
expenses
|
The
Company expenses advertising costs as incurred. Advertising expense, included in sales and
marketing was approximately $18,173 and $5,744 for the year ended December 31,
2008 and the period from November 21, 2007 (date of inception) to December
31, 2007.
l
Comprehensive
loss
SFAS No.
130, “Reporting Comprehensive
Income”, establishes standards for reporting and display of comprehensive
income (loss), its components and accumulated balances. Comprehensive income
(loss) as defined includes all changes in equity during a period from non-owner
sources. Accumulated comprehensive income (loss) consists of changes in
unrealized gains and losses on foreign currency translation. This comprehensive
income (loss) is not included in the computation of income tax expense or
benefit.
|
l
|
Income
taxes
|
The
Company accounts for income tax using SFAS No. 109 “Accounting for Income
Taxes”, which requires the asset and liability approach for financial
accounting and reporting for income taxes. Under this approach, deferred income
taxes are provided for the estimated future tax effects attributable to
temporary differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases, and for the expected future tax
benefits from loss carry-forwards and provisions, if any. Deferred tax assets
and liabilities are measured using the enacted tax rates expected in the years
of recovery or reversal and the effect from a change in tax rates is recognized
in the statement of operations and comprehensive (loss) income in the period of
enactment. A valuation allowance is provided to reduce the amount of deferred
tax assets if it is considered more likely than not that some portion of, or all
of the deferred tax assets will not be realized.
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”))
3. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
Starting
from January 1, 2007, the Company also adopted Financial Accounting Standards
Board Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes” (“FIN 48”). FIN 48 prescribes a more likely than not
threshold for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. This Interpretation also provides
guidance on derecognition of income tax assets and liabilities, classification
of current and deferred income tax assets and liabilities, accounting for
interest and penalties associated with tax positions, accounting for income
taxes in interim periods, and income tax disclosures. In accordance with FIN 48,
the Company adopted the policy of recognizing interest and penalties, if any,
related to unrecognized tax positions as income tax expense. For the year ended
December 31, 2008 and the period from November 21, 2007 (date of inception) to
December 31, 2007, the Company did not have any interest and penalties
associated with tax positions. As of December 31, 2008 and 2007, the Company did
not have any significant unrecognized uncertain tax positions.
The
Company conducts major businesses in Hong Kong and is subject to tax in this
jurisdiction. As a result of its business activities, the Company files tax
returns that are subject to examination by the foreign tax
authority.
|
l
|
Net
loss per share
|
The
Company calculates net loss per share in accordance with SFAS No. 128, “Earnings per Share.” Basic
net loss per share is calculated by dividing net loss by the weighted average
number of common shares outstanding during the period. Diluted net loss per
share reflects the potential dilution of securities by including common stock
equivalents, such as stock options, stock warrants and convertible preferred
stock, in the weighted average number of common shares outstanding for a period,
if dilutive, potential common shares from options, restricted stock and warrants
using the treasury stock method, and from convertible securities using the
if-converted method. Because the Company reported a net loss for the year ended
December 31, 2008 and the period from November 21, 2007 (date of inception)
to December 31, 2007, all potential common shares have been excluded from the
computation of the dilutive net loss per share for all periods presented because
the effect would have been anti-dilutive.
|
l
|
Foreign
currencies translation
|
Transactions
denominated in currencies other than the functional currency are translated into
the functional currency at the exchange rates prevailing at the dates of the
transaction. Monetary assets and liabilities denominated in currencies other
than the functional currency are translated into the functional currency using
the applicable exchange rates at the balance sheet dates. The resulting exchange
differences are recorded in the consolidated statement of
operations.
The
reporting currency of the Company is the United States dollars ("US$") and the
accompanying consolidated financial statements have been expressed in US$. In
addition, the Company’s subsidiaries in Hong Kong maintain their books and
record in their local currency, Hong Kong Dollars ("HK$"), which is functional
currencies as being the primary currency of the economic environment in which
their operations are conducted.
In
general, for consolidation purposes, assets and liabilities of its subsidiaries
whose functional currency is not US$ are translated into US$, in accordance with
SFAS No. 52, “Foreign Currency
Translation”, using the exchange rate on the balance sheet date. Revenues
and expenses are translated at average rates prevailing during the period. The
gains and losses resulting from translation of financial statements of foreign
subsidiaries are recorded as a separate component of accumulated other
comprehensive income within the statement of
stockholders’ deficit.
Translation
of amounts from HK$ into US$1 has been made at the following exchange rates for
the respective period:
|
2008
|
2007
|
|||||||
|
Year-end
rate HK$:US$1 exchange rate
|
7.7507 | 7.8049 | ||||||
|
Average
rate HK$:US$1 exchange rate
|
7.7874 | 7.7941 | ||||||
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”))
3. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
l
|
Retirement
plan costs
|
Contributions
to retirement schemes (which are defined contribution plans) are charged to
general and administrative expenses in the statements of income and
comprehensive income as and when the related employee service is
provided.
|
l
|
Related
parties
|
Parties,
which can be a corporation or individual, are considered to be related if the
Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operating decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.
|
l
|
Segment
reporting
|
SFAS No.
131, “Disclosures about
Segments of an Enterprise and Related Information” establishes standards
for reporting information about operating segments on a basis consistent with
the Company’s internal organization structure as well as information about
geographical areas, business segments and major customers in financial
statements. The Company operates in one reportable operating
segment.
|
l
|
Fair
value of financial instruments
|
The
Company values its financial instruments as required by SFAS No. 107, “Disclosures about Fair Value of
Financial Instruments”. The estimated fair value amounts have been
determined by the Company, using available market information or other
appropriate valuation methodologies. However, considerable judgment is required
in interpreting market data to develop estimates of fair value. Consequently,
the estimates are not necessarily indicative of the amounts that could be
realized or would be paid in a current market exchange.
The
Company’s financial instruments primarily consist of cash and cash equivalents,
accounts receivable, prepayments and deposits, amounts due to a shareholder and
a related company, accounts payable and accrued liabilities.
As of the
balance sheet dates, the estimated fair values of the financial instruments were
not materially different from their carrying values as presented due to the
short maturities of these instruments and that the interest rates on the
borrowings approximate those that would have been available for loans of similar
remaining maturity and risk profile at respective year end.
|
l
|
Recently
accounting pronouncements
|
The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and do not believe the future adoption of any such pronouncements
may be expected to cause a material impact on its financial condition or the
results of its operations.
In
September 2006, the FASB issued Statement of Financial Accounting Standard
(“SFAS“) No. 157,
"Fair Value Measurements" ("SFAS
No. 157"). SFAS
No. 157 defines fair value, establishes a framework for measuring fair
value and enhances disclosures about fair value measures required under other
accounting pronouncements, but does not change existing guidance as to whether
or not an instrument is carried at fair value. SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007. In February 2008, the
FASB deferred SFAS No. 157's effective date for all non-financial assets
and liabilities, except those items recognized or disclosed at fair value on an
annual or more frequently recurring basis, until years beginning after
November 15, 2008. The Company believes that SFAS No. 157 should not have a
material impact on the consolidated financial positions or results of
operations.
In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial
Assets and Financial Liabilities" ("SFAS No.
159"). SFAS No. 159
permits entities to choose to measure, on an item-by-item basis, specified
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are
required to be reported in earnings at each reporting date. SFAS No. 159 is
effective for fiscal years beginning after November 15, 2007, the provisions of
which are required to be applied prospectively. The Company believes that SFAS
No. 159 should not have a material impact on the consolidated financial position
or results of operations.
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”))
3. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS No. 161"). SFAS No. 161
requires companies with derivative instruments to disclose information that
should enable financial-statement users to understand how and why a company uses
derivative instruments, how derivative instruments and related hedged items are
accounted for under FASB Statement No. 133 "Accounting for Derivative
Instruments and Hedging Activities" and how derivative instruments and
related hedged items affect a company's financial position, financial
performance and cash flows. SFAS No. 161 is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008.
The adoption of this statement is not expected to have a material effect on the
Company's future financial position or results of operations.
In May
2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS
No. 163"). SFAS No. 163 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement. SFAS No. 163 is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and all interim periods within those fiscal years. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009. The Company is currently evaluating the impact of SFAS No.
163 on its financial statements but does not expect it to have an effect on the
Company's financial position, results of operations or cash flows.
Also in
May 2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt
Instruments that may be Settled in Cash upon Conversion (Including Partial Cash
Settlement)" ("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt
securities that, upon conversion, may be settled by the issuer fully or
partially in cash. FSP APB 14-1 specifies that issuers of such instruments
should separately account for the liability and equity components in a manner
that will reflect the entity's nonconvertible debt borrowing rate when interest
cost is recognized in subsequent periods. FSP APB 14-1 is effective for
financial statements issued for fiscal years after December 15, 2008, and must
be applied on a retrospective basis. Early adoption is not permitted. The
Company is assessing the potential impact of this FSP on the convertible debt issuances.
In June
2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining Whether Instruments
Granted in Share-Based
Payment Transactions Are Participating Securities" ("FSP EITF 03-6-1").
FSP EITF 03-6-1 addresses whether instruments granted in share-based payment
transactions are participating securities prior to vesting, and therefore need
to be included in the earnings allocation in computing earnings per share under
the two-class method as described in SFAS No. 128, Earnings per Share. Under the
guidance of FSP EITF 03-6-1, unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of
earnings-per-share pursuant to the two-class method. FSP EITF 03-6-1 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008 and all prior-period earnings per share data presented shall
be adjusted retrospectively. Early application is not permitted. The Company is
assessing the potential impact of this FSP on the earnings per share
calculation.
In June
2008, the FASB ratified EITF No. 07-5, "Determining Whether an Instrument
(or an Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF
07-5"). EITF 07-5 provides that an entity should use a two-step approach to
evaluate whether an equity-linked financial instrument (or embedded feature) is
indexed to its own stock, including evaluating the instrument's contingent
exercise and settlement provisions. EITF 07-5 is effective for financial
statements issued for fiscal years beginning after December 15, 2008. Early
application is not permitted. The Company is assessing the potential impact of
this EITF 07-5 on the financial condition and results of
operations.
In
September 2008, the FASB issued FSP 133-1 and FIN 45-4, “Disclosures about Credit
Derivatives and Certain
Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No.
45; and Clarification of the Effective Date of FASB Statement No. 161”
(“FSP FAS 133-1” and “FIN 45-4”). FSP FAS 133-1 and FIN 45-4 amends disclosure
requirements for sellers of credit derivatives and financial guarantees. It also
clarifies the disclosure requirements of SFAS No. 161 and is effective for
quarterly periods beginning after November 15, 2008, and fiscal years that
include those periods. The adoption of FSP FAS 133-1 and FIN 45-4 did not have a
material impact on the Company’s current consolidated financial position,
results of operation or cash flows.
In
October 2008, the FASB issued Staff Position (“FSP”) No. 157-3, “Determining the Fair
Value of a Financial
Asset When the Market for That Asset is Not Active” (“FSP FAS 157-3.”)
FSP FAS 157-3 clarifies the application of SFAS No. 157 in an inactive market.
It illustrated how the fair value of a financial asset is determined when the
market for that financial asset is inactive. FSP FAS 157-3 was effective upon
issuance, including prior periods for which financial statements had not been
issued. The adoption of FSP FAS 157-3 did not have a material impact on the
Company’s current consolidated financial position, results of operations or cash
flows.
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”))
4.
PREPAYMENTS AND DEPOSITS
Prepayments
and deposits consisted of the following:
|
As
of December 31,
|
||||||||
|
2008
|
2007
|
|||||||
|
Prepaid
operating expenses
|
$ | 11,749 | $ | - | ||||
|
Deposits
|
46 | - | ||||||
| $ | 11,795 | $ | - | |||||
5.
PLANT AND EQUIPMENT
Plant and
equipment consisted of the following:
|
As
of December 31,
|
||||||||
|
2008
|
2007
|
|||||||
|
Furniture,
fitting and office equipment
|
$ | 61,214 | $ | 21,197 | ||||
|
Computer
and broadcasting equipment
|
262,617 | 223,606 | ||||||
|
Exchange
translation difference
|
2,086 | - | ||||||
| 325,917 | 244,803 | |||||||
|
Less:
accumulated depreciation
|
(89,588 | ) | (32,295 | ) | ||||
|
Less:
exchange translation difference
|
(497 | ) | - | |||||
|
Plant
and equipment, net
|
$ | 235,832 | $ | 212,508 | ||||
Depreciation
expense for the year ended December 31, 2008 and the period from November 21,
2007 (date of inception) to December 31, 2007 was $57,293 and $32,317,
respectively.
6.
INTANGIBLE ASSET, NET
|
As
of December 31,
|
||||||||
|
2008
|
2007
|
|||||||
|
Broadcasting
technology, at cost
|
$ | 166,534 | $ | 166,534 | ||||
|
Exchange
translation difference
|
1,164 | - | ||||||
| 167,698 | 166,534 | |||||||
|
Less:
exchange translation difference
|
(790 | ) | - | |||||
|
Less:
impairment loss
|
(166,908 | ) | - | |||||
|
Broadcasting
technology, at carrying value
|
$ | - | $ | 166,534 | ||||
For the
year ended December 31, 2008, the Company tested for impairment in accordance
with the SFAS No. 142. Based on the results of the Company's discounted cash
flows calculation, the Company evaluated whether or not there was an impairment
loss by comparing the fair value of the intangible asset to its carrying
value.
Since the
carrying value of the intangible asset exceeded its fair value, the Company
recognized an impairment loss of $166,908 for the year ended December 31,
2008.
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”))
7.
INCOME TAXES
For the
year ended December 31, 2008 and the period from November 21, 2007 (date of
inception) to December 31, 2007, the Company generated net operating losses and
accordingly, no provision for income tax has been recorded. The Company has
subsidiaries that operate in various countries: BVI and Hong Kong that are
subject to income tax in the jurisdictions in which they operate, as
follows:
United
States of America
UOLV is
registered in the State of Nevada and is subject to United States of America tax
law. No provision for income taxes have been made as UOLV has generated no
taxable income for reporting years.
British
Virgin Island
Under the
current BVI law, the Company’s subsidiary, PCL is not subject to taxes on
income.
Hong
Kong
The
Company’s operating subsidiary, Uonlive is subject to Hong Kong Profits Tax at
the statutory tax rate of 16.5% (2007: 17.5%) based on the estimated taxable
income earned in or derived from Hong Kong during the reporting years, if
applicable, under the Hong Kong tax law.
As of
December 31, 2008, Uonlive had net operating loss carryforwards available to
offset its future income for Hong Kong tax purposes, subject to the agreement of
the Hong Kong Inland Revenue Department, amounting to approximately $1,013,463,
which have no expiration date. Due to the uncertainty of the realization of the
resultant deferred tax assets, the Company has established a valuation allowance
of $126,232 for the deferred tax assets arising from the net operating
losses.
The
following table sets forth the significant components of the aggregate net
deferred tax assets of the Company as of December 31, 2008 and
2007:
|
As
of December 31,
|
||||||||
|
2008
|
2007
|
|||||||
|
Deferred
tax assets:
|
||||||||
|
Net
operating loss carryforward
|
$ | 167,221 | $ | 40,705 | ||||
|
Less:
valuation allowance
|
(126,232 | ) | - | |||||
|
Net
deferred tax assets
|
$ | 40,989 | $ | 40,705 | ||||
8.
STOCKHOLDERS’ EQUITY
On March
31, 2008, the Company completed a stock exchange transaction and issued a total
of 150,000,000 shares of common stock and 500,000 shares of Series A convertible
preferred stock.
As of
December 31, 2008, the total number of issued and outstanding shares of
preferred stock and common stock was 500,000 shares and 199,565,923 shares,
respectively.
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”))
|
9.
|
NET
LOSS PER SHARE
|
The
following table sets forth the computation of basic and diluted net loss per
share for the years indicated:
|
Period
from
|
||||||||
|
Year
ended
|
November
21,
|
|||||||
|
December
31,
|
2007
to December
|
|||||||
|
2008
|
31,
2007
|
|||||||
|
Basic
and diluted net loss per share calculation
|
||||||||
|
Numerator:
|
||||||||
|
Net
loss in computing basic net loss per share
|
$ | 843,104 | $ | 192,024 | ||||
|
Denominator:
|
||||||||
|
Weighted
average ordinary shares outstanding
|
187,479,986 | 150,000,000 | ||||||
|
Basic
and diluted net loss per share
|
$ | 0.00 | $ | 0.00 | ||||
Since the
Company reported a net loss for the year ended December 31, 2008 and the period
from November 21, 2007 (date of inception) to December 31, 2007, all potential
common shares have been excluded from the computation of the dilutive net loss
per share for all periods presented because the effect would have been
anti-dilutive.
10.
RELATED PARTY TRANSACTIONS
(a) Accounts
receivable and sales – related company
For the
year ended December 31, 2008 and the period from November 21, 2007 (date of
inception) to December 31, 2007, the Company earned sales revenue of $15,410 and
$10,257, respectively from the related company, which was controlled by Mr. Tsun
Sin Man, Samuel, a director of the Company at the current market value in a
normal course of business.
As of
December 31, 2008 and 2007, accounts receivable from a related party was
amounted to $3,871 and $10,250 respectively.
(b) Amount
due to a shareholder
As of
December 31, 2008 and 2007, the Company had an advance totaling $1,094,211 and
$377,701, respectively for working capital purpose from Mr. Tsun Sin Man Samuel,
a major shareholder of the Company. The amount was unsecured, interest free and
has no fixed repayment term.
(c) Note
payable to a shareholder
As of
December 31, 2008 and 2007, the Company had a note payable of $167,698 and
$166,534, respectively from Mr. Tsun Sin Man Samuel, a major shareholder of the
Company. The note was unsecured, interest free and not repayable within next 12
months.
|
(d)
|
IT
service cost paid to a related
company
|
For the
year ended December 31, 2008 and the period from November 21, 2007 (date of
inception) to December 31, 2007, the Company paid IT service cost of $17,978 and
$0 respectively to the related company, which was controlled by Mr. Tsun Sin Man
Samuel, a director of the Company at the current market value in a normal course
of business.
|
(e)
|
Rent
charge paid to a related company
|
For the
year ended December 31, 2008 and the period from November 21, 2007 (date of
inception) to December 31, 2007, the Company paid rent charge of $77,048 and
$57,695 respectively to the related company, which was controlled by Mr. Tsun
Sin Man Samuel, a director of the Company at the current market value in a
normal course of business.
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”))
11.
PENSION PLANS
The
Company’s subsidiary operating in Hong Kong, Uonlive participates in a defined
contribution pension scheme under the Mandatory Provident Fund Schemes Ordinance
(“MPF Scheme”) for all of its eligible employees in Hong Kong.
The MPF
Scheme is available to all employees aged 18 to 64 with at least 60 days of
service in the employment in Hong Kong. Contributions are made by Uonlive at 5%
of the participants’ relevant income with a ceiling of HK$20,000. The
participants are entitled to 100% of the contributions together with accrued
returns irrespective of their length of service with Uonlive, but the benefits
are required by law to be preserved until the retirement age of 65. The total
contributions made for MPF Scheme were $6,486 and $3,667 for the year ended
December 31, 2008 and the period from November 21, 2007 (date of inception) to
December 31, 2007, respectively.
12.
CONCENTRATIONS OF RISK
The
Company is exposed to the following concentrations of risk:
(a) Major
customers
For the
year ended December 31, 2008, the customer who accounts for 10% or more of
revenue of the Company is presented as follows:
|
For
the year ended December 31, 2008
|
||||||||||||
|
Revenue
|
Percentage
of
revenue
|
Accounts
receivable
|
||||||||||
|
Customer
A, related party
|
$ | 15,410 | 50 | % | $ | 3,871 | ||||||
|
Customer
B
|
7,705 | 25 | % | 7,741 | ||||||||
|
Customer
C
|
7,704 | 25 | % | - | ||||||||
|
Total:
|
$ | 30,819 | 100 | % | $ | 11,612 | ||||||
For the
period from November 21, 2007 (date of inception) to December 31, 2007,
100% of the Company’s revenues were derived from a single customer located in
Hong Kong. As of December 31, 2007, trade receivable due from this customer
amounted to $10,250.
For the
year ended December 31, 2008 and the period from November 21, 2007 (date of
inception) to December 31, 2007, all of the Company’s assets were located in
Hong Kong.
(b) Major
vendors
For the
year ended December 31, 2008 and the period from November 21, 2007 (date of
inception) to December 31, 2007, there is no vendor who account for 10% or more
of the cost of service.
(c) Credit
risk
Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash and trade accounts receivable. The
Company performs ongoing credit evaluations of its customers’ financial
condition, but does not require collateral to support such
receivables.
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD FROM
NOVEMBER
21, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”))
12.
CONCENTRATIONS OF RISK (CONTINUED)
|
|
(d)
|
Exchange
rate risk
|
The
Company cannot guarantee that the current exchange rate will remain steady;
therefore there is a possibility that the Company could post the same amount of
profit for two comparable periods and because of the fluctuating exchange rate
actually post higher or lower profit depending on exchange rate of HK$ converted
to US$ on that date. The exchange rate could fluctuate depending on changes in
political and economic environments without notice.
13.
COMMITMENTS AND CONTINGENCIES
(a) Operating
lease commitments
The
Company rented office spaces under non-cancelable operating lease agreements in
Hong Kong and the PRC for periods of 2 months to 3 years, with fixed monthly
rentals, expiring in various period/years through March 2011. Costs incurred
under these operating leases are recorded as rental expense and totaled
approximately $77,048 and $57,695 for the year ended December 31, 2008 and the
period from November 21, 2007 (date of inception) to December 31,
2007.
As of
December 31, 2008, the future minimum annual operating lease payments are as
follows:
|
Years
ending December 31,
|
||||
|
2009
|
$ | 90,435 | ||
|
2010
|
92,457 | |||
|
2011
|
23,114 | |||
|
Total
|
$ | 206,006 | ||
(b) Royalty
fee commitments
The
Company is committed to pay an annual fee to the Composers and Authors Society
of Hong Kong Limited for music playing right on its net radio portal with a term
of 2 years, expiring December 31, 2010.
As of
December 31, 2008, the future minimum annual payments are as
follows:
|
Years
ending December 31,
|
||||
|
2009
|
$ | 10,273 | ||
|
2010
|
11,557 | |||
|
Total
|
$ | 21,830 | ||
|
14.
|
COMPARATIVE
FIGURES
|
Certain
amounts in the prior periods presented have been reclassified to conform to the
current period financial statement presentation.
Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
On April
29, 2008, the Registrant dismissed Child, Van Wagoner & Bradshaw, PLLC
(“CVB”) as its independent registered public accounting firm. CVB had been the
independent registered public accounting firm for and audited the consolidated
financial statements of the Registrant as of December 31, 2007, 2006 and 2005.
The reports of CVB on the consolidated financial statements of the Registrant
for the past two fiscal years contained no adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles, except for an explanatory paragraph relating to the
Registrant’s ability to continue as a "going concern." The decision
to change accountants was approved unanimously by the Board of
Directors.
In
connection with the audits for the two most recent fiscal years and in
connection with CVB’s review of the subsequent interim periods through the date
of dismissal on April 29, 2008, there have been no disagreements between the
Registrant and CVB on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of CVB, would have caused CVB to make reference
thereto in their report on the Registrant’s financial statements for these
fiscal years.
On April
29, 2008, the Registrant engaged Simon and Edwards, LLP as its independent
registered public accounting firm. The Registrant had not consulted with Simon
& Edwards, LLP regarding the application of accounting principles to any
contemplated or completed transactions nor the type of audit opinion that might
be rendered on the Registrant’s financial statements, and neither written nor
oral advice was provided that would be an important factor considered by the
Registrant in reaching a decision as to accounting, auditing or financial
reporting issues.
On
September 29, 2008, Simon & Edward, LLP, Certified Public Accountants
(“Simon & Edward”), was dismissed as the independent registered public
accounting firm for the Registrant and a subsidiary, Parure Capital Limited
(“Parure Capital”). Simon & Edward had been the independent registered
public accounting firm for and audited the consolidated balance sheet of Parure
Capital as of December 31, 2007, and the related consolidated statement of
operations, cash flows, and stockholders’ deficit for the period from November
21, 2007 (date of inception) through December 31, 2007. In addition,
Simon & Edward reviewed management’s prepared consolidated financial
statements for the Registrant for the fiscal quarters ended March 31, 2008 and
June 30, 2008. All of the foregoing audited financial statements are
hereinafter collectively referred to as the “audited financial
statements.”
The
report of Simon & Edward on the audited financial statements for the
period from inception until December 31, 2007 of Parure Capital contained
no adverse opinion or disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope or accounting principles, except for the
statement that the audited financial statements raised substantial doubt about
the ability of Parure Capital to continue as a going concern. The dismissal
of Simon & Edward was approved unanimously by the Board of
Directors.
In
connection with Simon & Edward’s audit for the period from inception until
December 31, 2007 of Parure Capital, and in connection with Simon & Edward’s
review of the consolidated financial statements of the Registrant for the
interim periods ending March 31, 2008 and June 30, 2008, and through
the date of the change in accountants, there have been no disagreements
between Parure Capital, on the one hand, or the Registrant, on the other hand,
and Simon & Edward on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of Simon & Edward, would have caused Simon
& Edward to make reference to the subject matter of the disagreement(s) in
their report on Parure Capital or in their review of the Registrant’s financial
statements for the interim period.
On
September 29, 2008, the Registrant and its subsidiaries engaged ZYCPA Company
Limited (formerly Zhong Yi (Hong Kong) C.P.A. Company Limited) (“ZYCPA”) as
its independent registered public accounting firm for the review of the
interim financial information for the quarter ending September 30,
2008. Simon & Edward’s affiliated firm in Asia, ZYCPA has been auditing
the financial statements of Uonlive Limited, a subsidiary of Parure Capital.
Accordingly, management of the Registrant elected to continue this existing
relationship with ZYCPA and engage it as its independent auditor.
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer, Tsun Sin Man Samuel
(“CEO”) and Chief Financial Officer, Hui Chi Kit (“CFO”), of the effectiveness
of the Company’s disclosure controls and procedures (as
defined under Rule 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end
of the period covered by this report. Based upon that evaluation, the Company’s
CEO and CFO concluded that the Company’s disclosure controls and procedures were
not effective to provide reasonable assurance that information required to be
disclosed by the Company in the reports that the Company files or submits under
the Exchange Act, is recorded, processed, summarized and reported, within the
time periods specified in the SEC’s rules, regulations and forms, and that such
information is accumulated and communicated to the Company’s management,
including the Company’s CEO and CFO, as appropriate, to allow timely decisions
regarding required disclosure.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company in accordance with Rules
13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over
financial reporting is designed to provide reasonable assurance regarding the
(i) effectiveness and efficiency of operations, (ii) reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles, and (iii) compliance
with applicable laws and regulations.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Management
conducted an evaluation of the effectiveness of the Company’s internal control
over financial reporting based on the criteria set forth in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on this evaluation, management has concluded
that the Company’s internal control over financial reporting is not effective as
of December 31, 2008.
As a
result of the evaluation of the effectiveness of the Company’s internal control
over financial reporting, referred to in the paragraph above, the Company’s
management has identified a material weakness related to its inability to
provide management’s annual report on internal control over financial reporting
on a timely basis. A material weakness is a deficiency or combination
of deficiencies in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the annual or interim
financial statements will not be prevented or detected on a timely
basis.
This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the SEC that permit the
Company to provide only management's report in this annual report.
Changes in Internal
Controls
During
the year ended December 31, 2008 there were no changes in our internal control
over financial reporting that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Item
9B. Other Information
PART
III
Directors
and Executive Officers
Our
Bylaws provide that we shall have that number of directors determined by the
majority vote of the board of directors. Currently we have four directors. Each
director will serve until our next annual shareholder meeting. Directors are
elected for one-year terms. Our Board of Directors elects our officers at the
regular annual meeting of the Board of Directors following the annual meeting of
shareholders. Vacancies may be filled by a majority vote of the remaining
directors then in office. Our directors and executive officers are as
follows:
|
Name
|
Age
|
Position
|
|
Tsun
Sin Man Samuel
|
41
|
Chairman,
Chief Executive Officer, Director
|
|
Hui
Chi Kit
|
33
|
Chief
Financial Officer
|
|
Wong
Kin Yu Beta
|
28
|
Chief
Operating Officer, Director
|
|
Carol
Kwok
|
30
|
Director
|
|
Zeng
Yang
|
25
|
Director
|
Backgrounds
of Directors
Executive
Officers and Directors
Mr.
Tsun Sin Man Samuel, age 41, Director, Chairman & Chief Executive
Officer
Mr. Tsun
Sin Man Samuel, who has more than 20 year experience in the acoustic components
and ultra-sonic products market, served as the Chief Executive Officer of DB
Products Ltd for the period 1988 to 2008, a company specializing in
manufacturing of acoustic components. He also served as CEO of DBtronix (Far
East) Ltd. Headquartered in Hong Kong, DB Products Ltd. has
introduced over 4,000 models of acoustic components including Magnetic Buzzer,
Piezo Element Mechanical Buzzer and speakers into the market place. He
established Uonlive Limited on April 2007, which is the first online radio
station in Hong Kong.
Mr.
Hui Chi Kit, age 33, Chief Financial Officer
Mr. Hui
Chi Kit, is the Chief Financial Officer of Uonlive Limited since April 2007. He
also the Accounts Manager of DB Products Ltd which he joined in
1997. Mr. Hui is experienced in accounting and specializes in the
manufacturing sector. Before joining DB Products, Mr. Hui was awarded the
Certificate of HKCEE from the Hong Kong Education Board when he graduated from
St Paul’s College
Mr.
Wong Kin Yu Beta, age 28, Chief Operating Officer, Director
Mr. Wong
was appointed as Chief Operating Officer of Uonlive Ltd. He was the director of
Shining Pearl (HK) Co. Ltd. and the company’s secretary of Hong Kong United
Youth Association Ltd. for the period 2006 to 2007. Mr. Wong
graduated from Jinan University and was awarded the Bachelor of Business
Administration degree in 2005.
Ms.Carol
Kwok, age 30, Director
Ms, Kwok
has served as the Director of Administration of DODI Network Tech (Guangzhou)
Limited, a company specialized in software development, starting from 2005.
She graduated from the University of Aberdeen, Scotland with a degree of
M.Sc. in Finance & Investment Management.
Ms.
Yang Zeng, age 25, Director
Ms. Zeng
served as the network Engineer of DODI network Tech (Guangzhou) Ltd. from 2005.
She is at the final stage of attending a professional training course of Beida
Jade Bird Aptech Guangzhou High-Tech Training Centre as Network Engineer.
Ms. Zeng graduated from Wuhan Military School of Economics and Management
in 2004 with a major in Economics management.
Family
Relationships
There are
no familial relationships between our officers and directors.
Meetings
of Our Board of Directors
The
Registrant’s Board of Directors took all actions by unanimous written consent
without a meeting during the fiscal year ended December 31, 2008.
The
Registrant’s Board of Directors took all actions by unanimous written consent
without a meeting during the fiscal year ended December 31, 2007.
Board
Committees
Audit Committee. The Company intends to
establish an audit committee of the board of directors, which will consist of
soon-to-be-nominated independent directors. The audit committee’s duties would
be to recommend to the Company’s Board of Directors the engagement of
independent auditors to audit the Company’s financial statements and to review
the Company’s accounting and auditing principles. The audit committee would
review the scope, timing and fees for the annual audit and the results of audit
examinations performed by the internal auditors and independent public
accountants, including their recommendations to improve the system of accounting
and internal controls. The audit committee would at all times be composed
exclusively of directors who are, in the opinion of the Company’s Board of
Directors, free from any relationship which would interfere with the exercise of
independent judgment as a committee member and who possess an understanding of
financial statements and generally accepted accounting principles.
Compensation Committee. The Company intends to
establish a compensation committee of the Board of Directors. The compensation
committee would review and approve the Company’s salary and benefits policies,
including compensation of executive officers.
Director
Compensation
We have
no standard arrangement pursuant to which our directors are compensated for
their services in their capacity as directors. The Board of Directors may award
special remuneration to any director undertaking any special services on behalf
of our company other than services ordinarily required of a director.
Significant
Employees
Other
than the directors and officer described above, we do not expect any other
individuals to make a significant contribution to our business.
Involvement
in Legal Proceedings
None of
our directors, executive officers, promoters or control persons has been
involved in any of the following events during the past five years:
|
Ÿ
|
any
bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that
time;
|
|
Ÿ
|
any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor
offenses);
|
|
Ÿ
|
being
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
|
|
Ÿ
|
being
found by a court of competent jurisdiction (in a civil action), the SEC or
the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
|
Code
of Ethics
The
Company has adopted a Code of Ethics that applies to the Company’s principal
chief executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, as well as other
employees (the "Code of Ethics"), a copy of which is included as Exhibit 14.1 to
our Form 10-KSB for the fiscal year ended December 31, 2005, and is incorporated
herein by reference. The Code of Ethics is designed with the intent to deter
wrongdoing, and to promote the following:
|
|
Honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships
|
|
–
|
Full,
fair, accurate, timely and understandable disclosure in reports and
documents that a small business issuer files with, or submits to, the
Commission and in other public communications made by the small business
issuer
|
|
–
|
Compliance
with applicable governmental laws, rules and
regulations
|
|
–
|
The
prompt internal reporting of violations of the code to an appropriate
person or persons identified in the code
|
|
–
|
Accountability
for adherence to the code
|
Section
16(a) Beneficial Ownership Reporting Compliance
Under
Section 16(a) of the Exchange Act, all executive officers, directors, and each
person who is the beneficial owner of more than 10% of the common stock of a
company that files reports pursuant to Section 12 of the Exchange Act, are
required to report the ownership of such common stock, options, and stock
appreciation rights (other than certain cash-only rights) and any changes in
that ownership with the Commission. Specific due dates for these reports have
been established, and the Company is required to report, in this Form 10-K, any
failure to comply therewith during the fiscal year ended December 31, 2008. The
Company believes that all of these filing requirements were satisfied by its
executive officers, directors and by the beneficial owners of more than 10% of
the Company’s common stock. In making this statement, the Company has relied
solely on copies of any reporting forms received by it, and upon any written
representations received from reporting persons that no Form 5 (Annual Statement
of Changes in Beneficial Ownership) was required to be filed under applicable
rules of the Commission.
Compensation
Discussion and Analysis
We
maintain a peer-based executive compensation program comprised of fixed and
performance variable elements. The design and operation of the program reflect
the following objectives:
|
-
|
Recruiting
and retaining talented leadership.
|
|
-
|
Implementing
measurable performance targets.
|
|
-
|
Correlating
compensation directly with shareowner value.
|
|
-
|
Emphasizing
performance based compensation, progressively weighted with seniority
level.
|
|
-
|
Adherence
to high ethical, safety and leadership
standards.
|
Designing
a Competitive Compensation Package
Recruitment
and retention of leadership to manage our Company requires a competitive
compensation package. Our Board of Directors emphasizes (i) fixed compensation
elements of base salary that compare with our compensation peer group of
companies, and (ii) variable compensation contingent on above-target
performance. The compensation peer group consists of those companies in the
Guangdong region that we deem to compete with our Company for executive talent.
Individual compensation will vary depending on factors such as performance, job
scope, abilities, tenure, and retention risk.
Fixed
Compensation
The
principal element of fixed compensation not directly linked to performance
targets is based salary. We target the value of fixed compensation generally at
the median of our compensation peer group to facilitate a competitive
recruitment and retention strategy.
Incentive
Compensation
Our
incentive compensation programs are linked directly to earnings growth, cash
flow, and total shareowner return. Annual bonuses are tied to the current year’s
performance of our company. Restrictive stock awards are tied to an individual’s
success in exceeding targeted results set by management.
No
compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive officer of Uonlive Corporation during the years 2008, 2007 and 2006,
except as described below. The following table and the accompanying notes
provide summary information for each of the last three fiscal years concerning
cash and non-cash compensation paid or accrued by our chief executive officer
and other executive officers earning in excess of $100,000 for the past three
years.
SUMMARY
COMPENSATION TABLE
|
Name
of officer
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
Nonquali-
fied
Deferred Compen-
sation
|
All
Other
Compen- sation
|
Total
|
|
William
Tsang (1)
|
2008
|
Nil
|
-
|
-
|
-
|
-
|
-
|
-
|
Nil
|
|
2007
|
150,000
|
-
|
-
|
-
|
-
|
-
|
-
|
150,000
|
|
|
2006
|
150,000
|
150,000
|
|||||||
|
C.M.
Chan (2)
|
2008
|
Nil
|
-
|
-
|
-
|
-
|
-
|
-
|
Nil
|
|
2007
|
26,419
|
-
|
-
|
-
|
-
|
-
|
-
|
26,419
|
|
|
2006
|
77,062
|
77,062
|
|||||||
|
Cheung
Chi Ho (3)
|
2008
|
12,300
|
-
|
-
|
-
|
-
|
-
|
-
|
12,300
|
|
2007
|
20,000
|
-
|
-
|
-
|
-
|
-
|
-
|
20,000
|
|
|
2006
|
Nil
|
-
|
-
|
-
|
-
|
-
|
-
|
Nil
|
|
|
Tsun
Sin Man Samuel
|
2008
|
Nil
|
-
|
-
|
-
|
-
|
-
|
-
|
Nil
|
|
2007
|
Nil
|
-
|
-
|
-
|
-
|
-
|
-
|
Nil
|
|
|
2006
|
Nil
|
Nil
|
|||||||
|
Hui
Chi Kit
|
2008
|
11,500
|
-
|
-
|
-
|
-
|
-
|
-
|
11,500
|
|
2007
|
Nil
|
-
|
-
|
-
|
-
|
-
|
-
|
Nil
|
|
|
2006
|
Nil
|
Nil
|
|||||||
|
Wong
Kin Yu Beta
|
2008
|
27,000
|
-
|
-
|
-
|
-
|
-
|
-
|
27,000
|
|
2007
|
12,200
|
-
|
-
|
-
|
-
|
-
|
-
|
12,200
|
|
|
2006
|
Nil
|
Nil
|
|||||||
|
(1)
|
Ex-Chairman
of China World Trade Corporation
|
|
(2)
|
Ex-
CEO of China World Trade
Corporation
|
|
(3)
|
Ex-CEO
of Uonlive Corporation who resigned on December 9,
2008
|
Option
Grants in Last Fiscal Year
There were no options granted to any of
the named executive officers during the year ended December 31,
2008.
During
the year ended December 31, 2008, none of the named executive officers exercised
any stock options.
Pension, Retirement or
Similar Benefit Plans
There are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers. We have no material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of the Board of Directors or a committee
thereof.
Employment
Agreements
The
Company established standard employment agreements with its employee whereby
each party may terminate its service to the other party with one month
notice.
Equity Compensation
Plan
The
Company currently does not have any equity compensation plans; however the
Company is currently deliberating on implementing an equity compensation
plan.
Directors’ and Officers’
Liability Insurance
The
Company currently does not have insurance insuring directors and officers
against liability; however, the Company is in the process of investigating the
availability of such insurance.
Compensation
Committee
We
currently do not have a compensation committee of the Board of Directors. The
Board of Directors as a whole determines executive compensation.
Compensation of
Directors
The
Company paid service compensation of $27,000 to one of its directors during
the reporting period. The Company has not paid its other directors any separate
compensation in respect of their services on the board. However, in the future,
the Company intends to implement a market-based director compensation
program.
Change of
Control
As of
December 31, 2008 we had no pension plans or compensatory plans or other
arrangements which provide compensation on the event of termination of
employment or change in control of us.
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
The
following table sets forth as of December 31, 2008, the number of shares of the
Registrant’s Common Stock owned of record or beneficially by each person known
to be the beneficial owner of 5% or more of the issued and outstanding shares of
the Registrant’s voting stock, and by each of the Registrant’s directors and
executive officers and by all its directors and executive officers as a
group.
Except as
otherwise specified below, the address of each beneficial owner listed below is
5/F, Guangdong Finance Building, 88 Connaught Road West, Hong Kong, People’s
Republic of China.
|
Title
of Class
|
Name
|
Number
of Shares Owned (1)
|
Percent
of Voting Power (2)
|
||||||
|
Other
Principal Stockholders (5%)
|
|||||||||
|
Common
|
William
Tsang
|
21,787,675
|
10.9 | % | |||||
|
Common
|
Oxford
Global Capital Limited
|
60,000,000 |
(3)
|
30.1 | % | ||||
|
Directors
and Executive Officers
|
|||||||||
|
Common
|
Tsun
Sin Man Samuel, Chairman, CEO and Director
|
75,000,000 | (4) | 37.6 | % | ||||
|
Common
|
Wong
Kin Yu Beta, COO and Director
|
0 | 0 | % | |||||
|
Common
|
Hui
Chi Kit, CFO
|
0 | 0 | % | |||||
|
Common
|
Carol
Kwok, Director
|
0 | 0 | % | |||||
|
Common
|
Yang Zeng, Director
|
15,000,000 | (5) | 7.5 | % | ||||
|
Common
|
All
Officers and Directors as a Group (5 persons)
|
90,000,000 | 45.1 | % | |||||
|
(1)
|
Except
as otherwise indicated, the shares are owned of record and beneficially by
the persons named in the table.
|
|
(2)
|
Based
on 199,565,923 shares of common stock issued and
outstanding.
|
|
(3)
|
Wanjun
Guo is the indirect beneficial owner of the 60,000,000 shares of common
stock of the Registrant through Oxford Global Capital Limited, of which
Mr. Guo is the beneficial owner of 100% of its share
capital.
|
|
(4)
|
Mr.
Tsun is the indirect beneficial owner of the 75,000,000 shares of common
stock of the Registrant through Dragon Ace Global Limited, of which Mr.
Tsun is the beneficial owner of 80% of its share
capital.
|
|
(5)
|
Ms.
Yang is the indirect beneficial owner of the 15,000,000 shares of common
stock of the Registrant through Standford Global Capital Limited, of which
Ms. Yang is the beneficial owner of 100% of its share
capital.
|
On March
28, 2008, the Company entered into the Exchange Agreement with Tsang William,
Uonlive Limited, Tsun Samuel, Hui Chi Kit and Parure Capital Limited. Upon
closing of the Share Exchange on March 31, 2008, Tsun and Hui delivered all of
their share capital in Parure Capital to the Company in exchange for 150,000,000
shares of common stock of the Company and 500,000 shares of Series A Convertible
Preferred Stock, resulting in Parure Capital becoming a wholly owned subsidiary
of the Company and Uonlive becoming an indirect wholly owned subsidiary of the
Company.
In
connection with the Exchange Agreement, the Company transferred the capital
stock of Virtual Edge Limited, a British Virgin Islands corporation, China World
Trade Corporation, a British Virgin Islands corporation, China Chance
Enterprises Limited, a British Virgin Islands corporation, and Rainbow Wish
Ltd., a British Virgin Islands corporation, to Top Speed Technologies Ltd., a
British Virgin Islands corporation which is wholly owed by William Tsang, the
former Chairman and President of the Company. The corporations whose
stock was transferred represented all of the assets and liabilities of the
Company, and contain viable, ongoing businesses. No fairness opinion
was sought by the Board of Directors with respect to the transfers and no
appraisals were sought by the Board of Directors with respect to the assets
indirectly transferred.
Except
for the transactions described above, there are no proposed transactions and no
transactions during the past two years to which the Company was (or is) a party,
and in which any officer, director, or principal stockholder, or their
affiliates or associates, was also a party.
The
amounts due to related parties represent unsecured advances which are
interest-free and repayable on demand.
Director
Independence
Our
securities are quoted on the OTC Bulletin Board which does not have any director
independence requirements. Once we engage further directors and
officers, we will develop a definition of independence and scrutinize our Board
of Directors with regard to this definition.
Fees
Billed For Audit and Non-Audit Services
The
following table represents the aggregate fees billed for professional audit
services rendered by the accounting firms of Child, Van Wagoner &
Bradshaw, PLLC, Simon and Edwards, LLP, and ZYCPA Company Limited (formerly
Zhong Yi (Hong Kong) C.P.A. Company Limited), our current independent auditor,
and all fees billed for other services rendered by the said firms during those
periods.
|
Year
Ended December 31
|
2008
|
2007
|
||||||
|
Audit
Fees (1)
|
52,000 | 62,847 | ||||||
|
Audit-Related
Fees (2)
|
- | 1,500 | ||||||
|
Tax
Fees (3)
|
- | - | ||||||
|
All
Other Fees (4)
|
- | - | ||||||
|
Total
Accounting Fees and Services
|
33,000 | 64,347 | ||||||
|
(1)
|
Audit Fee. These are
fees for professional services for the audit of the Company's annual
financial statements, and for the review of the financial statements
included in the Company's filings on Form 10-Q, and for services that are
normally provided in connection with statutory and regulatory filings or
engagements.
|
|
|
(2)
|
Audit-Related Fee.
These are fees for the assurance and related services reasonably related
to the performance of the audit or the review of the Company's financial
statements.
|
|
|
(3)
|
Tax Fees. These are
fees for professional services with respect to tax compliance, tax advice,
and tax planning.
|
|
|
(4)
|
All Other Fees. These
are fees for permissible work that does not fall within any of the other
fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax
Fees.
|
Pre-Approval
Policy for Audit and Non-Audit Services
The
Company implemented pre-approval policies and procedures related to the
provision of audit and non-audit services. Under these procedures, our Board of
Directors, performing the duties of the Audit Committee, reviews all audit and
non-audit related fees at least annually. The Board of Directors as the Audit
Committee pre-approved all audit related services in the year ended December 31,
2008.
Item
15. Exhibits, Financial Statement Schedules and Reports on Form
8-K
(a)
(1) Financial Statements
See
“Table of Contents to Consolidated Financial Statements” set forth on page
18.
(a)
(2) Financial Statement Schedules
None. The
financial statement schedules are omitted because they are inapplicable or the
requested information is shown in our financial statements or related notes
thereto.
(a)
(3) Exhibits
|
Exhibit
Number
|
Exhibit
Description
|
|
2.1
|
Share
Exchange Agreement by and among CWTD, Tsang, Uonlive, Tsun, Hui and Parure
Capital, dated March 28, 2008 (1)
|
|
2.2
|
Sale
and Purchase Agreement among CWTD, Top Speed Technologies Ltd and Tsang,
dated March 28, 2008 (1)
|
|
3.1
|
Articles
of Incorporation of the Company(2)
|
|
3.2
|
By-laws
of the Company (2)
|
|
14.1
|
Code
of Ethics (3)
|
|
21.1
|
List
of Subsidiaries
|
|
Parure
Capital Limited, a corporation organized and existing under the laws of
the British Virgin Islands
|
|
|
Uonlive
Limited, a corporation organized and existing under the laws of Hong Kong
SAR of the People’s Republic of China
|
|
|
31.1
|
|
|
31.2
|
|
|
32
|
|
(1)
|
Included
as an exhibit to our Form 8-K filed with the Commission on April 4,
2008.
|
|
(2)
|
Incorporated
by reference from Exhibit 3.1 to CWTD’s Registration Statement on Form
10-SB filed with the Commission on May 18,
1999.
|
|
(3)
|
Incorporated
by reference from Exhibit 14.1 to our Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2005.
|
| (4) | Filed herewith. |
Reports on Form 8-K Filed in
the Last Fiscal Quarter of 2008
|
(1)
|
On
October 3, 2008, the Company filed a Form 8-K regarding the change in
registrant’s certifying accountants from Simon and Edwards, LLP to ZYCPA
Company Limited (formerly Zhong Yi (Hong Kong) C.P.A. Company
Limited)
|
|
(2)
|
On
December 9, 2008, the Company filed a Form 8-K regarding the departure of
Mr. Cheung Chi Ho to the position of Chief Executive Officer of the
Registrant and the appointment of Mr. Tsun Sin Man Samuel to the position
of Chief Executive Officer
|
In
accordance with the Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
UONLIVE
CORPORATION
|
|||
|
Date:
March 30, 2009
|
By:
|
/s/ Tsun Sin Man Samuel | |
| Tsun Sin Man Samuel | |||
| Chief Executive Officer | |||
Pursuant
to the requirements of the Exchange Act, this report has been signed by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.
|
Signature
|
Title
|
Date
|
|
|
/s/
Tsun Sin Man Samuel
|
Chairman,
Chief Executive Officer and Director
|
March
30, 2009
|
|
|
Tsun
Sin Man Samuel
|
|||
|
/s/
Hui Chi Kit
|
Chief
Financial Officer
|
March
30, 2009
|
|
|
Hui
Chi Kit
|
|||
|
/s/
Wong Kin Yu Beta
|
Chief
Operating Officer and Director
|
March
30, 2009
|
|
|
Wong
Kin Yu Beta
|
|||
|
/s/
Carol Kwok
|
Director
|
March
30, 2009
|
|
|
Carol
Kwok
|
|||
|
/s/
Zeng Yang
|
Director
|
March
30, 2009
|
|
|
Zeng
Yang
|
|||
47