Kuber Resources Corp - Quarter Report: 2008 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
x QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended June 30,
2008
Indicate
by check mark whether the registrant is an accelerated filer (as
defined in Rule 12 b - 2 of the Exchange Act) Yes o No
x
Commission
File Number 0-26119
UONLIVE
CORPORATION
(Exact
name of Registrant as specified in its charter)
Nevada
|
87-0629754
|
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
5/F,
Guangdong Finance Building
88
Connaught Road West, Hong Kong
(Address
of principal executive offices)
(011)
(852) 2116-3560
(Registrant's
telephone number)
China
World Trade Corporation
(Former
name, address and fiscal year, if changed since last report)
Check
whether the registrant (1) filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act during the past 12 months (or for such
shorter period that the registrant was 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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “accelerated filer and large accelerated filer” in Rule 12b-2
of the Exchange Act:
Large
Accelerated Filer o Accelerated
Filer o Non-accelerated
Filer o Smaller Reporting Company
x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes No x
State the
number of shares outstanding of each of the issuer's classes of common stock, as
of the latest practicable date: June 30, 2008, 199,565,923 shares.
UONLIVE
CORPORATION
INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Page
|
|
Condensed
Consolidated Balance Sheets as of June 30, 2008 (unaudited) and December
31, 2007
|
3
|
Condensed
Consolidated Statements of Operations And Comprehensive Loss for the six
months ended
March 31, 2008 and 2007 (unaudited)
|
4
|
Condensed
Consolidated Statements of Cash Flows for the six months ended June 30,
2008 and 2007 (unaudited)
|
5
|
Condensed
Consolidated Statements of Change in Stockholders’ Deficit
(unaudited)
|
6
|
Notes
to Condensed Consolidated Financial Statements
|
7 -
14
|
- 2
-
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
CONDENSED
CONSOLIDATED BALANCE SHEETS
AS
OF JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
June
30,
2008
|
December
31,
2007
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 177,770 | $ | 50,000 | ||||
Accounts
receivable, related party
|
- | 10,250 | ||||||
Deferred
tax asset
|
66,121 | 40,705 | ||||||
Total
current assets
|
243,891 | 100,955 | ||||||
Non-current
assets:
|
||||||||
Intangible
asset
|
166,559 | 166,534 | ||||||
Plant
and equipment, net
|
224,132 | 212,508 | ||||||
Total
non-current assets
|
390,691 | 379,042 | ||||||
TOTAL
ASSETS
|
$ | 634,582 | $ | 479,997 | ||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 15,761 | $ | 20,000 | ||||
Amount
due to a shareholder
|
906,172 | 377,701 | ||||||
Amount
due to a related company
|
- | 57,656 | ||||||
Note
payable to a shareholder
|
166,559 | 166,534 | ||||||
Total
current liabilities
|
1,088,492 | 621,891 | ||||||
TOTAL
LIABILITIES
|
1,088,492 | 621,891 | ||||||
Stockholders’
deficit:
|
||||||||
Series
A, Convertible preferred stock, $0.001 par value; 10,000,000 shares
authorized,
500,000 shares issued and out outstanding
|
500 | 500 | ||||||
Common
stock, $0.001 par value; 200,000,000 shares authorized;
199,565,923 and 150,000,000 shares issued and outstanding
|
199,566 | 150,000 | ||||||
Accumulated
deficit
|
(655,581 | ) | (292,524 | ) | ||||
Accumulated
other comprehensive income
|
1,605 | 130 | ||||||
Total
stockholders’ deficit
|
(453,910 | ) | (141,894 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 634,582 | $ | 479,997 |
See
accompanying notes to the condensed consolidated financial
statements.
- 3
-
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
(UNAUDITED)
CONDENSED CONSOLIDATED STATEMENTS
OF
OPERATIONS AND COMPREHENSIVE LOSS
FOR
THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
Three
Months Ended June 30
|
Six
Months Ended June 30
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Net
Revenue, Related Party
|
$ | 3,844 | $ | 2,560 | $ | 15,389 | $ | 2,560 | ||||||||
Operating
expense
|
||||||||||||||||
Sales
& Marketing
|
4,391 | - | 13,392 | - | ||||||||||||
General
& Administrative
|
220,456 | 41,994 | 341,018 | 41,995 | ||||||||||||
Total
Operating Expenses
|
224,847 | 41,994 | 354,410 | 41,995 | ||||||||||||
Loss
Before Income Taxes
|
(221,003 | ) | (39,435 | ) | (339,021 | ) | (39,435 | ) | ||||||||
Income
Tax Benefit
|
(7 | ) | - | 25,430 | - | |||||||||||
Net
Loss
|
$ | ( 221,010 | ) | $ | ( 39,435 | ) | $ | ( 313,591 | ) | $ | ( 39,435 | ) | ||||
Other
Comprehensive Loss:
|
||||||||||||||||
Foreign
Currency Translation Gain
|
2,164 | 23 | 1,475 | 23 | ||||||||||||
Comprehensive
Loss
|
$ | ( 218,846 | ) | $ | ( 39,412 | ) | $ | ( 312,116 | ) | $ | ( 39,412 | ) | ||||
Net
Loss Per Share - Basic & Diluted
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
Weighted
Average Shares Outstanding - Basic &
Diluted
|
199,565,923 | 150,000,000 | 199,565,923 | 150,000,000 |
See
accompanying notes to the condensed consolidated financial
statements.
|
- 4
-
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
(UNAUDITED)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
(Currency
expressed in United States Dollars (“US$”))
Six
months ended June 30,
|
||||||||
2008
|
2007
|
|||||||
Cash
flow from operating activities:
|
||||||||
Net
loss
|
$ | (313,591 | ) | $ | (39,435 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
|
27,283 | - | ||||||
Deferred
tax asset
|
(25,430 | ) | - | |||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable, trade
|
10,260 | (2,560 | ) | |||||
Accrued
Liabilities
|
(4,247 | ) | 19,199 | |||||
Net
cash used in operating activities
|
(305,725 | ) | (22,795 | ) | ||||
Cash
flows from investing activities:
|
||||||||
Purchase
of intangible asset
|
- | (166,364 | ) | |||||
Cash
from reversed acquisition
|
100 | - | ||||||
Purchase
of plant and equipment
|
(38,883 | ) | (237,972 | ) | ||||
Net
cash used in investing activities
|
(38,783 | ) | (404,336 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Amount
due to a director
|
528,831 | 427,131 | ||||||
Amount
due to related company
|
(57,711 | ) | - | |||||
Net
cash provided by financing activities
|
471,120 | 427,131 | ||||||
Effect
of exchange rate change on cash and cash equivalents
|
1,158 | - | ||||||
NET
CHANGE IN CASH AND CASH EQUIVALENTS
|
127,770 | - | ||||||
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
50,000 | - | ||||||
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$ | 177,770 | $ | - | ||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||
Interest
paid
|
$ | - | $ | - | ||||
Income
taxes paid
|
$ | - | $ | - |
See
accompanying notes to the condensed consolidated financial
statements
|
- 5
-
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
(UNAUDITED)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’
DEFICIT
FOR
THE SIX MONTHS ENDED JUNE 30, 2008 (UNAUDITED)
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
Series
A Convertible Preferred stock
|
Common
stock
|
Accumulated
|
||||||||||||||||||||||||||
No. of shares
|
Amount
|
No.
of shares
|
Amount
|
Accumulated
deficit
|
other
comprehensive income (loss)
|
Total
stockholders’ deficit
|
||||||||||||||||||||||
Balance
as of January 1, 2008
|
500,000 | $ | 500 | 150,000,000 | $ | 150,000 | $ | (292,524 | ) | $ | 130 | $ | (141,894 | ) | ||||||||||||||
Shares
issued for reversed acquisition and
|
- | - | 49,565,923 | 49,566 | (49,466 | ) | - | 100 | ||||||||||||||||||||
Loss
for the period
|
- | - | - | - | (313,591 | ) | - | (313,591 | ) | |||||||||||||||||||
Foreign
currency translation adjustment
|
- | - | - | - | - | 1,475 | 1,475 | |||||||||||||||||||||
Balance
as of June 30, 2008
|
500,000 | $ | 500 | 199,565,923 | $ | 199,566 | $ | (655,581 | ) | $ | 1,605 | $ | (453,910 | ) |
See
accompanying notes to the condensed consolidated financial
statements
- 6
-
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2008
(Currency
expressed in United States Dollars (“US$”))
NOTE
1 - BASIS OF PRESENTATION
The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with both generally accepted accounting principles for
interim financial information, and the instructions to Form 10-QSB and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. The accompanying unaudited condensed consolidated
financial statements reflect all adjustments (consisting of normal recurring
accruals) that are, in the opinion of management, considered necessary for a
fair presentation of the results for the interim periods presented. Interim
results are not necessarily indicative of results for a full year.
The
condensed consolidated financial statements and related disclosures have been
prepared with the presumption that users of the interim financial information
have read or have access to our annual audited consolidated financial statements
for the preceding fiscal year. Accordingly, these condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and the related notes thereto contained in the Annual
Report on Form 10-KSB for the year ended December 31, 2007.
NOTE
2 – DESCRIPTION OF BUSINESS AND ORGANIZATION
China
World Trade Corporation (“CWTD”) was incorporated under the laws of the State of
Nevada on January 29, 1998 as Weston International Development Corporation. On
July 28, 1998, the name was changed to Txon International Development
Corporation. On September 15, 2000 CWTD changed to its existing name. CWTD acts
as an investment holding company.
On
March 28, 2008, CWTD and Mr. William Tsang, the Chairman and President of CWTD
entered into the 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 radio station in Sheung Wan, Hong Kong. All the operations and assets of
Uonlive are located in Hong Kong.
On
March 31, 2008, CWTD 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 Unolive 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 CWTD in consideration of
cancellation of indebtedness owed by CWTD to Mr. William Tsang, the Chairman and
President of CWTD. This disposal transaction was assumed to be completed as of
the beginning of the periods presented in the accompanying condensed
consolidated financial statements.
Also
in connection with this stock exchange, CWTD 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 the CWTD whereby PCL is deemed to be the accounting acquirer
(legal acquiree) and CWTD to be the accounting acquiree (legal acquirer). The
accompanying condensed consolidated financial statements are in substance those
of PCL, with the assets and liabilities, and revenues and expenses, of CWTD
being included effective from the date of stock exchange transaction. CWTD 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.
|
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 desires to change its name to something that reflects
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 and subsidiaries are hereinafter collectively referred to as the
“Company”.
- 7
-
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2008
(Currency
expressed in United States Dollars (“US$”))
NOTE
3 – GOING CONCERN UNCERTAINTIES
These
condensed 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 June 30, 2008, the Company had incurred a net loss of $313,591 and a
stockholders’ deficit of $453,910. The continuation of the Company is dependent
upon the continuing financial support of shareholders and obtaining short-term
and long-term financing, generating significant revenue and achieving
profitability. The actions involve certain cost-saving initiatives and growing
strategies, including rapid promotion and marketing the radio program in the
Hong Kong. As a result, the condensed 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.
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
·
|
Basis
of presentation
|
These
accompanying condensed consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America.
·
|
Use
of estimates
|
The
preparation of condensed consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Because of the use of estimates inherent in the financial
reporting process, actual results could differ from those
estimates.
·
|
Basis
of consolidation
|
The
condensed consolidated financial statements include the financial statements of
CWTD and its subsidiaries.
All
significant inter-company balances and transactions within the Company have been
eliminated upon consolidation.
·
|
Accounts
receivable
|
Accounts
receivable consist primarily of trade receivables. Accounts receivable are
recognized and carried at original invoiced amount less an allowance for any
uncollectible accounts. Management reviews and adjusts this allowance
periodically based on historical experience, current economic climate as well as
its evaluation of the collectibility of outstanding accounts. The Company
evaluates the credit risks of its customers utilizing historical data and
estimates of future performance.
·
|
Plant
and equipment
|
Plant
and equipment are recorded at cost less accumulated depreciation and
amortization and impairment losses. Gains or losses on disposals are reflected
as gain or loss in the year of disposal. The cost of improvements that extend
the life of property, plant and equipment are capitalized. These capitalized
costs may include structural improvements, equipment and fixtures. All ordinary
repair and maintenance costs are expensed as incurred.
Depreciation
for financial reporting purposes is provided using the straight-line method over
the estimated useful lives of the assets as follows:
Office
equipment
|
5
years
|
|
Computer
and broadcasting equipment
|
5
years
|
- 8
-
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2008
(Currency
expressed in United States Dollars (“US$”))
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
·
|
Intangible
assets
|
Intangible
asset represents the acquisition cost of online radio broadcasting technology
and its domain name paid to Mr. Samuel Tsun, 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 fair value is
measured based on quoted market prices, if available. If quoted market prices
are not available, the estimate of fair value is based on various valuation
techniques, including the discounted value of estimated future cash flows. 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.
·
|
Impairment
of long-lived assets
|
The
Company accounts for impairment of plant and equipment and amortizable
intangible assets in accordance with SFAS No. 121, “Accounting for
Impairment of Long-Lived Assets to be Disposed Of”, which requires the
Company to evaluate a long-lived asset for recoverability when there is event or
circumstance that indicates the carrying value of the asset may not be
recoverable. An impairment loss is recognized when the carrying amount of a
long-lived asset or asset group is not recoverable (when carrying amount exceeds
the gross, undiscounted cash flows from use and disposition) and is measured as
the excess of the carrying amount over the asset’s (or asset group’s) fair
value.
·
|
Revenue
recognition
|
Revenue
of the Company derives from the selling of advertising airtime to customers.
Revenue is recognized when the following four revenue criteria are met:
persuasive evidence of an arrangement exists, delivery has occurred, the selling
price is fixed or determinable, and collectibility is reasonably
assured.
Revenue
from advertising sales is recognized in the period when the advertisement is
broadcasted to the public.
·
|
Income
taxes
|
The
Company also 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 condensed consolidated statement of operations
and comprehensive 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.
The
Company also adopts the provisions of the Financial Accounting Standards
Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes” (“FIN 48”). FIN
48 prescribes a recognition threshold and measurement process for recording in
the financial statements uncertain tax positions taken or expected to be taken
in a tax return. FIN 48 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosures and transitions. The adoption of FIN 48 did not have a significant
impact on the Company’s financial statements.
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.
- 9
-
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2008
(Currency
expressed in United States Dollars (“US$”))
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
·
|
Earnings
per share
|
Basic
earnings per share (“EPS”) is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding for the
period. Diluted EPS includes the effect of the common share equivalents of the
Company’s convertible preferred stock outstanding. The Company accounts for a
stock dividend or split in accordance with SFAS No. 128, “Earnings Per
Share”, which requires that a stock dividend or split be accounted for
retrospectively if the stock dividend or split occurs during the period, or
retroactively if the stock dividend or split occurs after the end of the period
but before the release of the financial statements, by considering it
outstanding for the entirety of each period presented.
·
|
Comprehensive
loss
|
SFAS
No. 130, “Reporting
Comprehensive Income”, establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income as defined includes all changes in equity during a period from non-owner
sources. Accumulated comprehensive income consists of changes in unrealized
gains and losses on foreign currency translation. This comprehensive income is
not included in the computation of income tax expense or benefit.
·
|
Foreign
currencies translation
|
Transactions
denominated in currencies other than the functional currency are translated into
the functional currency at the exchange rates prevailing at the dates of the
transaction. Monetary assets and liabilities denominated in currencies other
than the functional currency are translated into the functional currency using
the applicable exchange rates at the balance sheet dates. The resulting exchange
differences are recorded in the condensed consolidated statement of
operations.
The
reporting currency of the Company is the United States dollar ("US$"). The
functional currency of the Company's subsidiary operating in Hong Kong is Hong
Kong Dollars (“HKD”) and its financial records are maintained and its statutory
financial statements are prepared in HKD.
Assets
and liabilities of the subsidiary whose functional currency is not the 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 subsidiary is recorded as a separate component of accumulated other
comprehensive income within the statement of change in stockholder’s
deficit.
·
|
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, amounts due to a shareholder and a related company,
accounts payable and accrued expenses.
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.
·
|
Related
parties
|
For
the purposes of these financial statements, parties are considered to be related
if one party has the ability, directly or indirectly, to control the party or
exercise significant influence over the party in making financial and operating
decisions, or vice versa, or where the Company and the party are subject to
common control or common significant influence. Related parties may be
individuals or other entities.
- 10
-
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2008
(Currency
expressed in United States Dollars (“US$”))
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
·
|
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
segment.
·
|
Recently
issued 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 SFAS No. 157, "Fair Value
Measurements" ("SFAS No. 157"). SFAS No. 157 defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles ("GAAP"), and expands disclosures about fair value
measurements. This statement applies under other accounting pronouncements that
require or permit fair value measurement where the FASB has previously
determined that under those pronouncements fair value is the appropriate
measurement. This statement does not require any new fair value measurements but
may require companies to change current practice. This statement is effective
for those fiscal years beginning after November 15, 2007 and to the interim
periods within those fiscal years. The Company believes that SFAS No. 157 should
not have a material impact on the consolidated financial position 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 159 should not have a material impact on the consolidated
financial position or results of operations.
In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), "Business
Combinations" ("SFAS No. 141R"). SFAS No. 141R will change the accounting
for business combinations. Under SFAS No. 141R, an acquiring entity will be
required to recognize all the assets acquired and liabilities assumed in a
transaction at the acquisition-date fair value with limited exceptions. SFAS No.
141R will change the accounting treatment and disclosure for certain specific
items in a business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations the Company engages in will be recorded
and disclosed following existing GAAP until January 1, 2009. The Company expects
SFAS No. 141R will have an impact on accounting for business combinations once
adopted but the effect is dependent upon acquisitions at that time. The Company
is still assessing the impact of this pronouncement.
In
December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements--An Amendment of ARB No. 51, or
SFAS No. 160" ("SFAS No. 160"). SFAS No. 160 establishes new accounting
and reporting standards for the noncontrolling interest in a subsidiary and for
the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years
beginning on or after December 15, 2008. The Company believes that SFAS 160
should not have a material impact on the consolidated financial position or
results of operations.
In
March 2008, the FASB issued SFAS No. 161, "Disclosures
about Derivative Instruments and Hedging Activities" ("SFAS No. 161").
SFAS 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.
- 11
-
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2008
(Currency
expressed in United States Dollars (“US$”))
NOTE
5 – PLANT AND EQUIPMENT, NET
Plant
and equipment consists of the followings:
June
30,
2008
|
December
31, 2007
|
|||||||
Office
equipment
|
$ | 23,629 | $ | 21,197 | ||||
Computer
and broadcasting equipment
|
260,064 | 223,606 | ||||||
283,693 | 244,803 | |||||||
Less:
accumulated depreciation
|
(59,561 | ) | (32,295 | ) | ||||
Net
book value
|
$ | 224,132 | $ | 212,508 |
Depreciation
expense for the six months ended June 30, 2008 and 2007 was $27,283 and $0,
respectively.
NOTE
6 – INTANGIBLE ASSET
June
30,
2008
|
December
31,
2007
|
|||||||
Broadcasting
technology, at cost
|
$ | 166,534 | $ | 166,534 | ||||
Exchange
translation difference
|
25 | - | ||||||
Broadcasting
technology, at carrying value
|
$ | 166,559 | $ | 166,534 |
For
the six months ended June 30, 2008, management has determined that no
impairments of intangible asset currently exist.
NOTE
7 – INCOME TAXES
The
Company has operations in three tax jurisdictions: United States of America,
British Virgin Island and Hong Kong. The Company generated an operating loss for
the period ended June 30, 2008 and did not record income tax
expense.
United
States of America
CWTD
is registered in the State of Nevada and is subject to the tax laws of United
States of America. For the period ended March 31, 2008, there is no operation in
the United States of America.
British
Virgin Island
Under
the current BVI law, the Company is not subject to tax on income.
- 12
-
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2008
(Currency
expressed in United States Dollars (“US$”))
NOTE 7 – INCOME TAXES (CONTINUED)
Hong
Kong
The
Company’s subsidiary operating in Hong Kong and subject to the current rate of
taxation of 17.5% based on the estimated taxable income earned in or derived
from Hong Kong during the period, if applicable, under the Hong Kong profits tax
law. Deferred tax, where applicable, is provided under the liability method at
the rate of 17.5% during the period, being the effective Hong Kong statutory
income tax rate applicable to the ensuing financial year, on the difference
between the financial statement and income tax bases of measuring assets and
liabilities.
The
Company’s subsidiary, Uonlive was exempted from Hong King profits tax due to
cumulative tax losses for the period ended June 30, 2008.
As
of June 30, 2008, the Company has net deferred tax assets calculated at an
expected rate of 17.5% of approximately $378,000 principally arising from net
operating loss carry forwards for income tax purposes. The management of the
Company determines that it is more likely that the Company will realize the
benefit of the net deferred tax asset and has provided for deferred tax asset of
$66,121.
NOTE
8 – CAPITAL TRANSACTION
On
March 31, 2008, the Company completed a stock exchange transaction with the
shareholders of PCL and issued a total of 150,000,000 shares of common stock and
500,000 shares of Series A convertible preferred stock.
As
of June 30, 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.
NOTE
9 – RELATED PARTY TRANSACTIONS
(a) Accounts
receivable and sales – related party
For
the six months ended June 30, 2008 and 2007, the Company earned sales revenue of
$15,389 and $2,560, respectively. The sales revenue is generated from Dbtronix
(Far East) Ltd., which was controlled by Mr. Samuel Tsun, a director and
shareholder of the Company in a normal course of business. As of June 30, 2008,
there was no ending balance in accounts receivable.
(b) Amounts
due to a related party
For
the six months ended June 30, 2008 and 2007, the Company paid rent charges of
$38,474 and $19,200, respectively, to a related company which is controlled by
Mr. Samuel Tsun, a director and shareholder of the Company in a normal course of
business.
(c) Amounts
due to a shareholder
For
the six months ended June 30, 2008 and 2007, Mr. Samuel Tsun, a director and
shareholder of the Company had made loans to the Company to cover operating
expenses or operating deficiencies. As of June 30, 2008 and 2007, the balance
due to a shareholder is $906,172 and 377,701, respectively, which was
unsecured, interest free and has no fixed repayment term.
(d) Note
payable to a shareholder
As
of June 30, 2008, the balance due to a shareholder is $166,559, which was
unsecured, interest free and has no fixed repayment term.
- 13
-
UONLIVE
CORPORATION
(FORMERLY
CHINA WORLD TRADE CORPORATION)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2008
(Currency
expressed in United States Dollars (“US$”))
NOTE
10 – CONCENTRATION OF RISKS
The
Company is exposed to the followings concentrations of risk:
(a) Major
customers
For
the period ended June 30, 2008, 100% of the Company’s assets were located in
Hong Kong and 100% of the Company’s revenues were derived from a single customer
located in Hong Kong. As of June 30, 2008, there is no Trade Receivable
outstanding.
(b) Major
vendors
For
the period ended June 30, 2008, there is no vendor who accounts for 10% or more
of the cost of revenue.
(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.
(d) Exchange
rate risk
The
reporting currency of the Company is U. S. dollar, to date the majority of the
revenues and costs are denominated in Hong Kong dollar (HKD) and a significant
portion of the assets and liabilities are denominated in HKD. As a result, the
Company is exposed to foreign exchange risk as its revenues and results of
operations may be affected by fluctuations in the exchange rate between US$ and
HKD. If RMB depreciates against US$, the value of HKD revenues and assets as
expressed in US$ financial statements will decline. The Company does not hold
any derivative or other financial instruments that expose to substantial market
risk.
NOTE
11 – OPERATING LEASE COMMITMENT
The
Company leased an office premise under a non-cancelable operating lease
agreement for a term of 1 year, due March 31, 2009. The annual lease payment is
approximately $77,000.
Costs
incurred under this operating lease are recorded as rent expense and totaled
approximately $38,474 for the six months ended June 30, 2008.
As
of June 30, 2008, future minimum annual operating lease payments are
approximately $38,500.
- 14
-
ITEM
2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
PRELIMINARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
THIS
REPORT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS ABOUT OUR OPERATIONS. 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 China World Trade 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 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 an impressive and fun radio shows.
- 15
-
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 communications 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 an impressive and fun radio shows.
Our
revenue model is to (1) sell air-time or spot time to customers in different
time section. A tailor made package will be designed for different customer.
Normally, a package may contain a number of appearing time with a time frame of,
say, 30 seconds, (2) to sell banner advertisement in our website. We planned to
have eight banner for this year for customers to place their advertisement. (2)
to sell title sponsor to customer for each program.
The
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
potential high margin. Uonlive is the pioneer in this market and hopefully it
will be the leader and taking the largest market share in the coming
years.
RESULTS
OF OPERATIONS
The
following discussion should be read in conjunction with the unaudited
consolidated Financial Statements of the Company for the three-month period
ended June 30, 2008 and 2007 and related notes thereto.
THREE-MONTH
PERIOD ENDED JUNE 30, 2008 COMPARED TO THREE-MONTH PERIOD ENDED JUNE 30,
2007
Operating
Revenue
We
recorded a total of $3,844 consolidated revenue for the quarter ended June 30,
2008 compared to $2,560 for the same corresponding period in 2007, an increase
of 50.16%. The increase was mainly due to the increased sales to the
customers while our operation was started by the end of April 2007 with only
less than 2 months of operation for the period.
Selling,
General and Administrative Expenses
Selling,
general and administrative expenses for the quarter ended June 30, 2008
increased by $182,853 to $224,847, or 5,849% of the total revenue, which
consisted of approximately $4,390 or 114.2% of revenue, for sales and marketing
expenses and approximately $220,500 or 5,735% of revenue, accounted for general
and administrative expenses. The increase of selling, general and administrative
expense was mainly due to the result of our opening of business on April
2007. The general and administrative expense included approximately
$46,500 of salaries paid; approximately $19,200 of rental expense; approximately
$7,400 of consultancy fee and approximately $66,900 of computer system
maintenance expense.
Impairment
and Depreciation
During
the quarter, we incurred approximately $14,400 for the depreciation expenses
comparing to nil for the same corresponding period in 2007.
Net
Loss/ Comprehensive income (loss)
We
incurred a net loss of approximately $221,000 for the quarter ended June 30,
2008 as compared to the net loss in the amount of approximately $39,400 for the
same corresponding period in year 2007, an increase of approximately
$181,600. The increase was mainly due to higher administrative
expenses especially the increase in the computer system maintenance and
programming which accounted for approximately $66,900.
During
the three-month period ended June 30, 2008, we recorded a comprehensive income
of approximately $2,200 from foreign currency translation comparing to a minimal
gain for the same corresponding period in the year 2007.
SIX-MONTH
PERIOD ENDED JUNE 30, 2008 COMPARED TO SIX-MONTH PERIOD ENDED JUNE 30,
2007
Operating
Revenue
We
recorded a total of $15,389 consolidated revenue for the period ended June 30,
2008 compared to $2,560 for the same corresponding period in 2007, an increase
of 50.11%. The increase was mainly due to the increased sales to the
customers and operation started from April 2007.
- 16
-
Selling,
General and Administrative Expenses
Selling,
general and administrative expenses for the period ended June 30, 2008 increased
by $312,415 to $354,410, or 2,303% of the total revenue, which consisted of
approximately $13,390 for sales and marketing expenses or 87.0% of revenue and
approximately $341,000 or 2,216% of revenue, accounted for general and
administrative expenses. The increase of selling, general and
administrative expense was mainly due to the result of our opening of business
on April 2007. The general and administrative expense included
approximately $69,100 of salaries expenses; approximately $38,400 of rental
expense; approximately $66,400 of consultancy fee and approximately $81,200 of
computer system maintenance expense.
Impairment
and Depreciation
During
the quarter, we incurred approximately $14,400 for the depreciation
expenses.
Net
Loss/ Comprehensive Income (loss)
We
incurred a net loss of approximately $313,600 for the period ended June 30,
2008, an increase of approximately $274,100 from the corresponding period in the
year 2007. The increase was mainly due to higher administrative
expenses incurred during the period comparing the business was opened at the end
of April 2007.
We
accounted for a comprehensive income of approximately $1,500 for the period
ended June 30, 2008 comparing to a minimal comprehensive income for the same
corresponding period in the year of 2007.
LIQUIDITY
AND CAPITAL RESOURCES
As of
June 30, 2008, cash and cash equivalents totaled $177,770 as compared to June
30, 2007 of nil, an increase of approximately $177,800. This increase
in cash position in the amount of approximately 177,800 was the result of a
combination of net cash used in operating activities in the amount of
approximately $305,700 and net cash used in investing activities in the amount
of approximately $38,800; off-setting by net cash provided by financing
activities in the amount of approximately $471,100. The net cash used
in operating activities was mainly a combination of the operating loss of
approximately $313,600 and a depreciation of approximately
$27,300. Net cash used in investing activities was the result in the
increase of purchase of plant and equipment in the amount of approximately
$39,000. One of our directors has provided cash of approximately $528,800 which
leaded to the increase of net cash provided by financing
activities.
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. However, we do not have any immediate plan to pursue
a public offering of our common stock.
ITEM
3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Unanticipated
problems in expanding the Company’s online radio business may harm the Company’s
business and viability.
The
Company’s future cash flow depends on its ability to timely expand its online
radio business. If the Company’s operations are disrupted and/or the economic
integrity of its sales and marketing operation is threatened for unexpected
reasons (including, but not limited to, technical difficulties, and business
interruptions due to terrorism or otherwise), the Company’s business may
experience a substantial setback. Moreover, the occurrence of significant
unforeseen conditions or events may require the Company to reexamine its
business model. Any change to the Company’s business model may adversely
affect its business.
If
the Company does not obtain financing when needed, its business will
fail.
As of
December 31, 2007, the Company had cash and cash equivalents on hand in the
amount of approximately $0 (audited). The Company predicts that it
will need approximately $3 million to implement its business plan and meet its
capital expenditure needs over the next three years. The Company currently
does not have any arrangements for additional financing and it may not be able
to obtain financing when required. Obtaining additional financing would be
subject to a number of factors, including the market prices for the Company’s
products, production costs, the availability of credit, prevailing interest
rates and the market prices for the Company’s common stock.
The
Company’s ability to operate at a profit is partially dependent on market prices
of advertising. If advertising prices drop too far, the Company will
be unable to maintain profitability.
The
Company’s results of operations and financial condition will be affected by the
selling prices for advertising. Prices are subject to and determined by market
forces over which the Company has no control. The Company’s revenues will be
heavily dependent on the market prices for advertising in many markets in
China.
- 17
-
The
success of the Company’s business depends upon the continuing contributions of
its Chief Executive Officer and other key personnel and its ability to attract
other employees to expand the business, whereas the loss of key individuals or
the Company’s inability to attract new employees could have a negative impact on
the Company’s business.
The
Company relies heavily on the services of Cheung Chi Ho, the Chief Executive
Officer, and the services of Hui Chi Kit, the Chief Financial Officer, as well
as several other senior management personnel. Loss of the services of any
of such individuals would adversely impact other Company’s operations. In
addition, the Company believes that its technical personnel represent a
significant asset and provide the Company with a competitive advantage over many
of the Company’s competitors. The Company believes that its future success
will depend upon its ability to retain these key employees and its ability to
attract and retain other skilled financial, engineering, technical and
managerial personnel. For example, the Company presently does not have any
directors or officers experienced with public company SEC reporting and
financial reporting requirements and the Company will be required to engage such
persons, and independent directors, in order to satisfy the quotation standards
of the Over the Counter Bulletin Board on which the Company’s common stock is
traded (not currently required by OTCBB or SEC). In addition, as a result
of failure to engage qualified personnel the Company may be unable to meet its
responsibilities as a public reporting company under the rules and regulations
of the SEC. None of the Company’s key personnel are party to any
employment agreements. The Company does not currently maintain any “key
man” life insurance with respect to any of such individuals.
Future
sales of the Company’s equity securities will dilute existing
stockholders.
To fully
execute its long-term business plan, the Company may need to raise additional
equity capital in the future. Such additional equity capital, when
and if it is raised, would result in dilution to the Company’s existing
stockholders.
Subject
to its receipt of the additional capital required, the Company plans to grow
very rapidly, which will place strains on management and other
resources.
The
Company plans to grow rapidly and significantly expand its operations. This
growth will place a significant strain on management systems and resources,
particularly since the Company has approximately 300 employees. The
Company will not be able to implement its business strategy in a rapidly
evolving market without an effective planning and management processes. The
Company has a short operating history and has not implemented sophisticated
managerial, operational and financial systems and controls. The Company is
required to manage multiple relationships with various strategic partners, and
other third parties. These requirements will be strained in the event of rapid
growth or in the number of third party relationships, and the Company’s systems,
procedures or controls may not be adequate to support the Company’s operations
and management may be unable to manage growth effectively. To manage the
expected growth of the Company’s operations and personnel, the Company will be
required to significantly improve or replace existing managerial, financial and
operational systems, procedures and controls, and to expand, train and manage
its growing employee base. The Company will be required to expand its finance,
administrative and operations staff. The Company may be unable to complete
in a timely manner the improvements to its systems, procedures and controls
necessary to support future operations, management may be unable to hire, train,
retain, motivate and manage required personnel and management may be unable to
successfully identify, manage and exploit existing and potential market
opportunities.
Risks
Related to the Online Radio Business
The
Online Radio Business suffers from a lack of portability, which could negatively
impact revenues and profitability.
The
success of online radio depends on the network transmission signal. In other
words, if a listener is not sitting in front of the computer, or does not have
Internet access, the audience will not be able to listen to our radio programs.
This lack of portability negatively impacts our potential revenues and
profitability. In order to resolve this problem, we are developing new online
radio reception technologies, so that to we will be able to distribute our
online radio programs to audiences through traditional electrical outlets and
instruments, such as mobile telephones, family electronics, etc. There can be no
assurance of success in our endeavors.
Our
success as an online radio business is significantly influenced by the network
bandwidth, since increased bandwidth increases the cost of our
service.
Network
bandwidth determines the download speed of the media streaming. In
addition, the cost of providing online radio can be high, because every person
listening on the Internet to the voices needs to have a separate streaming
(audio stream). For each additional person, you need one more
bandwidth, and for more enthusiastic listeners, the cost of the online radio
station increases. To address this problem, we will continuously
increase the capacity of our website sever and bandwidth with increases of
visitor volume, so that we can provide fluent online radio
programs.
The
SMS Technology is not adequate for our sophisticated communication with our
audiences, and a better technological solution must be found.
Most
online radio stations use short message system or SMS messages to communicate
between the audience and host, and this system lacks creativity. As an example
of the problem, we have operated over 50 DJs who were communicating with
different audiences at one time. We are trying to develop online chatting tools
for better communication and more creativity, although there is no assurance
that we will be successful in our endeavors.
The
overall quality of hosts or DJs needs to be improved, and they are at the heart
of our programming.
The
overall quality of hosts or DJs needs to be improved, and their performance is
crucial to our programming. Most of hosts or DJs of online radio stations are
non-professionals, and they have a strong randomness, and lack of stability. The
overall quality of hosts or DJs needs to be improved. This is the reason that we
undertake DJ training programs, so that we can develop qualified DJs to serve
our audience.
- 18
-
The
difficulties of non-standard operations, the complexities of copyright
compliance and infringement and the restrictions imposed by the record industry
make our business expensive to conduct.
The
difficulties of non-standard operations, the complexities of copyright
compliance and infringement and the restrictions imposed by the record industry
make our business expensive to conduct. Online radio stations in the
development process also face these issues to a greater degree. These
issues increase the operational risks. Uonlive is trying to get licenses from
more record agencies in order to avoid such potential risks, of course, which
increases our operating costs.
Risks
Related to Doing Business in the PRC
The
Company faces the risk that changes in the policies of the PRC government could
have a significant impact upon the business the Company may be able to conduct
in the PRC and the profitability of such business.
The PRC’s
economy is in a transition from a planned economy to a market oriented economy
subject to five-year and annual plans adopted by the government that set
national economic development goals. Policies of the PRC government can have
significant effects on the economic conditions of the PRC. The PRC government
has confirmed that economic development will follow the model of a market
economy. Under this direction, the Company believes that the PRC will continue
to strengthen its economic and trading relationships with foreign countries and
business development in the PRC will follow market forces. While the Company
believes that this trend will continue, there can be no assurance that this will
be the case. A change in policies by the PRC government could adversely
affect the Company’s interests by, among other factors: changes in laws,
regulations or the interpretation thereof, confiscatory taxation, restrictions
on currency conversion, imports or sources of supplies, or the expropriation or
nationalization of private enterprises. Although the PRC government has been
pursuing economic reform policies for more than two decades, there is no
assurance that the government will continue to pursue such policies or that such
policies may not be significantly altered, especially in the event of a change
in leadership, social or political disruption, or other circumstances affecting
the PRC's political, economic and social life.
The
PRC laws and regulations governing the Company’s current business operations are
sometimes vague and uncertain. Any changes in such PRC laws and regulations may
have a material and adverse effect on the Company’s business.
There are
substantial uncertainties regarding the interpretation and application of PRC
laws and regulations, including but not limited to the laws and regulations
governing the Company’s business, or the enforcement and performance of the
Company’s arrangements with customers in the event of the imposition of
statutory liens, death, bankruptcy and criminal proceedings. The Company and any
future subsidiaries are considered foreign persons or foreign funded enterprises
under PRC laws, and as a result, the Company is required to comply with PRC laws
and regulations. These laws and regulations are sometimes vague and may be
subject to future changes, and their official interpretation and enforcement may
involve substantial uncertainty. The effectiveness of newly enacted laws,
regulations or amendments may be delayed, resulting in detrimental reliance by
foreign investors. New laws and regulations that affect existing and proposed
future businesses may also be applied retroactively. The Company cannot predict
what effect the interpretation of existing or new PRC laws or regulations may
have on the Company’s businesses.
A
slowdown or other adverse developments in the PRC economy may materially and
adversely affect the Company’s customers, demand for the Company’s products and
the Company’s business.
All of
the Company’s operations are conducted in the PRC and all of its revenue is
generated from sales in the PRC. Although the PRC economy has grown
significantly in recent years, the Company cannot assure investors that such
growth will continue. A slowdown in overall economic growth, an economic
downturn or recession or other adverse economic developments in the PRC could
materially reduce the demand for our products and materially and adversely
affect the Company’s business.
Inflation
in the PRC could negatively affect our profitability and growth.
While the
PRC economy has experienced rapid growth, such growth has been uneven among
various sectors of the economy and in different geographical areas of the
country. Rapid economic growth can lead to growth in the money supply and rising
inflation. If prices for the Company’s products rise at a rate that is
insufficient to compensate for the rise in the costs of supplies, it may have an
adverse effect on profitability. In order to control inflation in the past, the
PRC government has imposed controls on bank credits, limits on loans for fixed
assets and restrictions on state bank lending. Such an austere policy can lead
to a slowing of economic growth. In October 2004, the People’s Bank of China,
the PRC’s central bank, raised interest rates for the first time in nearly a
decade and indicated in a statement that the measure was prompted by
inflationary concerns in the Chinese economy. Repeated rises in interest rates
by the central bank would likely slow economic activity in China which could, in
turn, materially increase the Company’s costs and also reduce demand for the
Company’s products.
Governmental
control of currency conversion may affect the value of an investment in the
Company.
The PRC
government imposes controls on the convertibility of Renminbi into foreign
currencies and, in certain cases, the remittance of currency out of the PRC. The
Company receives all of its revenues in Renminbi, which is currently not a
freely convertible currency. Shortages in the availability of foreign currency
may restrict the Company’s ability to remit sufficient foreign currency to pay
dividends, or otherwise satisfy foreign currency dominated obligations.
Under existing PRC foreign exchange regulations, payments of current
account items, including profit distributions, interest payments and
expenditures from the transaction, can be made in foreign currencies without
prior approval from the PRC State Administration of Foreign Exchange by
complying with certain procedural requirements. However, approval from
appropriate governmental authorities is required where Renminbi is to be
converted into foreign currency and remitted out of China to pay capital
expenses such as the repayment of bank loans denominated in foreign
currencies.
The PRC
government may also at its discretion restrict access in the future to foreign
currencies for current account transactions. If the foreign exchange control
system prevents the Company from obtaining sufficient foreign currency to
satisfy its currency demands, the Company may not be able to pay certain of its
expenses as they come due.
- 19
-
The
fluctuation of the Renminbi may materially and adversely affect investments in
the Company.
The value
of the Renminbi against the U.S. dollar and other currencies may fluctuate and
is affected by, among other things, changes in the PRC’s political and economic
conditions. As the Company relies principally on revenues earned in the PRC, any
significant revaluation of the Renminbi may materially and adversely affect the
Company’s cash flows, revenues and financial condition. For example, to the
extent that the Company needs to convert U.S. dollars it receives from an
offering of its securities into Renminbi for the Company’s operations,
appreciation of the Renminbi against the U.S. dollar could have a material
adverse effect on the Company’s business, financial condition and results of
operations. Conversely, if the Company decides to convert its Renminbi into U.S.
dollars for the purpose of making payments for dividends on its common stock or
for other business purposes and the U.S. dollar appreciates against the
Renminbi, the U.S. dollar equivalent of the Renminbi that the Company converts
would be reduced. In addition, the depreciation of significant U.S. dollar
denominated assets could result in a charge to the Company’s income statement
and a reduction in the value of these assets.
On July
21, 2005, the PRC government changed its decade-old policy of pegging the value
of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is
permitted to fluctuate within a narrow and managed band against a basket of
certain foreign currencies. This change in policy has resulted in an
approximately 3.2% appreciation of the Renminbi against the U.S. dollar as of
May 15, 2006. While the international reaction to the Renminbi revaluation has
generally been positive, there remains significant international pressure on the
PRC government to adopt an even more flexible currency policy, which could
result in a further and more significant appreciation of the Renminbi against
the U.S. dollar.
Recent PRC State Administration of
Foreign Exchange (“SAFE”) Regulations regarding offshore financing activities by
PRC residents have undergone a number of changes that may increase the
administrative burden the Company faces. The failure by the Company’s
stockholders who are PRC residents to make any required applications and filings
pursuant to such regulations may prevent the Company from being able to
distribute profits and could expose the Company and its PRC resident
stockholders to liability under PRC law.
SAFE
issued a public notice (the “October Notice”) effective November 1, 2005, which
requires registration with SAFE by the PRC resident stockholders of any foreign
holding company of a PRC entity. Without registration, the PRC entity
cannot remit any of its profits out of the PRC as dividends or otherwise;
however, it is uncertain how the October Notice will be interpreted or
implemented regarding specific documentation requirements for a foreign holding
company formed prior to the effective date of the October Notice, such as in the
Company’s case. While the Company’s PRC counsel advised it that only the PRC
resident stockholders who receive the ownership of the foreign holding company
in exchange for ownership in the PRC operating company are subject to the
October Notice, there can be no assurance that SAFE will not require the
Company’s other PRC resident stockholders to make disclosure. In addition, the
October Notice requires that any monies remitted to PRC residents outside of the
PRC be returned within 180 days; however, there is no indication of what the
penalty will be for failure to comply or if stockholder non-compliance will be
considered to be a violation of the October Notice by the Company or otherwise
affect the Company.
In the
event that the proper procedures are not followed under the SAFE October Notice,
the Company could lose the ability to remit monies outside of the PRC and would
therefore be unable to pay dividends or make other distributions. The Company’s
PRC resident stockholders could be subject to fines, other sanctions and even
criminal liabilities under the PRC Foreign Exchange Administrative Regulations
promulgated January 29, 1996, as amended.
Any
recurrence of severe acute respiratory syndrome, or SARS, or another widespread
public health problem, could adversely affect the Company’s
operations.
A renewed
outbreak of SARS or another widespread public health problem in the PRC, such as
bird flu where most of the Company’s revenue is derived, could have an adverse
effect on the Company’s operations. The Company’s operations may be impacted by
a number of health-related factors, including quarantines or closures of some of
its offices that would adversely disrupt the Company’s operations. Any of
the foregoing events or other unforeseen consequences of public health problems
could adversely affect the Company’s operations.
Because
the Company’s principal assets are located outside of the United States and all
of the Company’s directors and officers reside outside of the United States, it
may be difficult for investors to enforce their rights based on U.S. federal
securities laws against the Company and the Company’s officers and directors in
the U.S. or to enforce U.S. court judgment against the Company or them in the
PRC.
All of
the Company’s directors and officers reside outside of the United States. In
addition, Uonlive is located in the PRC and substantially all of its
assets are located outside of the United States; it may therefore be difficult
or impossible for investors in the United States to enforce their legal rights
based on the civil liability provisions of the U.S. federal securities laws
against the Company in the courts of either the U.S. or the PRC and, even if
civil judgments are obtained in U.S. courts, to enforce such judgments in PRC
courts. Further, it is unclear if extradition treaties now in effect between the
United States and the PRC would permit effective enforcement against the Company
or its officers and directors of criminal penalties, under the U.S. federal
securities laws or otherwise.
The
Company may have difficulty establishing adequate management, legal and
financial controls in the PRC.
The PRC
historically has not adopted a western style of management and financial
reporting concepts and practices, as well as in modern banking, computer and
other control systems. The Company may have difficulty in hiring and retaining a
sufficient number of qualified employees to work in the PRC. As a result of
these factors, the Company may experience difficulty in establishing management,
legal and financial controls, collecting financial data and preparing financial
statements, books of account and corporate records and instituting business
practices that meet western standards.
- 20
-
Risks
Relating to the Share Exchange
The
Company’s Chairman, Tsun Sin Man Samuel beneficially owns [60.1%] of the
Company’s outstanding common stock, which gives him control over certain major
decisions on which the Company’s stockholders may vote, which may discourage an
acquisition of the Company.
As a
result of the Share Exchange, most of management of the Company do not
beneficially own any of the Company’s outstanding common stock at this point in
time, and one of the Company’s directors beneficially owns [60.1%] of the
Company’s outstanding shares. The interests of this director may differ
from the interests of other stockholders. As a result, this director will
have the right and ability to control virtually all corporate actions requiring
stockholder approval, irrespective of how the Company’s other stockholders may
vote, including the following actions:
·
|
Electing
or defeating the election of directors;
|
·
|
Amending
or preventing amendment of the Company’s Certificate of Incorporation or
By-laws;
|
·
|
Effecting
or preventing a merger, sale of assets or other corporate transaction;
and
|
·
|
Controlling
the outcome of any other matter submitted to the stockholders for
vote.
|
The
Company’s stock ownership profile may discourage a potential acquirer from
seeking to acquire shares of the Company’s common stock or otherwise attempting
to obtain control of the Company, which in turn could reduce the Company’s stock
price or prevent the Company’s stockholders from realizing a premium over the
Company’s stock price.
As
a result of the Share Exchange, Uonlive has become an indirect wholly-owned
subsidiary of a company that is subject to the reporting requirements of U.S.
federal securities laws, which can be expensive.
As a
result of the Share Exchange, Uonlive has become an indirect wholly-owned
subsidiary of a company that is a public reporting company and, accordingly, is
subject to the information and reporting requirements of the Exchange Act and
other federal securities laws, including compliance with the Sarbanes-Oxley Act.
The costs of preparing and filing annual and quarterly reports, proxy statements
and other information with the SEC (including reporting of the Share Exchange)
and furnishing audited reports to stockholders will cause the Company’s expenses
to be higher than they would be if Uonlive had remained privately-held and did
not consummate the Share Exchange.
In
addition, it may be time consuming, difficult and costly for the Company to
develop and implement the internal controls and reporting procedures required by
the Sarbanes-Oxley Act. The Company may need to hire additional financial
reporting, internal controls and other finance personnel in order to develop and
implement appropriate internal controls and reporting procedures. If the Company
is unable to comply with the internal controls requirements of the
Sarbanes-Oxley Act, the Company may not be able to obtain the independent
accountant certifications required by the Sarbanes-Oxley Act.
Public
company compliance may make it more difficult to attract and retain officers and
directors.
The
Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have
required changes in corporate governance practices of public companies. As
a public entity, the Company expects these new rules and regulations to increase
compliance costs in 2007 and beyond and to make certain activities more time
consuming and costly. As a public entity, the Company also expects that
these new rules and regulations may make it more difficult and expensive for the
Company to obtain director and officer liability insurance in the future and it
may be required to accept reduced policy limits and coverage or incur
substantially higher costs to obtain the same or similar coverage. As a
result, it may be more difficult for the Company to attract and retain qualified
persons to serve as directors or as executive officers.
Because
Uonlive became public by means of a share exchange, the Company may not be able
to attract the attention of major brokerage firms.
There may
be risks associated with Uonlive’s becoming public through a share exchange.
Specifically, securities analysts of major brokerage firms may not provide
coverage of the company since there is no incentive to brokerage firms to
recommend the purchase of the company’s common stock. No assurance can be given
that brokerage firms will, in the future, want to conduct any secondary
offerings on behalf of the company.
- 21
-
Risks
Relating to the Common Stock
The
Company’s stock price may be volatile.
The
market price of the Company’s common stock is likely to be highly volatile and
could fluctuate widely in price in response to various factors, many of which
are beyond the Company’s control, including the following:
·
|
Additions
or departures of key personnel;
|
·
|
Limited
“public float” following the Share Exchange, in the hands of a small
number of persons whose sales or lack of sales could result in positive or
negative pricing pressure on the market price for the common
stock;
|
·
|
Sales
of the common stock;
|
·
|
The
Company’s ability to execute its business plan;
|
·
|
Operating
results that fall below expectations;
|
·
|
Loss
of any strategic relationship;
|
·
|
Industry
developments;
|
·
|
Economic
and other external factors; and
|
·
|
Period-to-period
fluctuations in the Company’s financial
results.
|
In
addition, the securities markets have from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. These market fluctuations may also materially and
adversely affect the market price of the Company’s common stock.
There
is currently no liquid trading market for the Company’s common stock and the
Company cannot ensure that one will ever develop or be sustained.
There is
currently no liquid trading market for the Company’s common stock. The Company
cannot predict how liquid the market for the Company’s common stock might
become. The Company’s common stock is currently approved for quotation on the
OTC Bulletin Board trading under the symbol CWTD. The Company currently does not
satisfy the initial listing standards, and cannot ensure that it will be able to
satisfy such listing standards on a higher exchange, or that its common stock
will be accepted for listing on any such exchange. Should the Company fail to
satisfy the initial listing standards of such exchanges, or its common stock be
otherwise rejected for listing and remain on the OTC Bulletin Board or be
suspended from the OTC Bulletin Board, the trading price of the Company’s common
stock could suffer, the trading market for the Company’s common stock may be
less liquid and the Company’s common stock price may be subject to increased
volatility.
The
Company’s common stock may be deemed a “penny stock”, which would make it more
difficult for investors to sell their shares.
The
Company’s common stock may be subject to the “penny stock” rules adopted under
section 15(g) of the Exchange Act. The penny stock rules apply to
companies whose common stock is not listed on the NASDAQ Stock Market or other
national securities exchange and trades at less than $5.00 per share or that
have tangible net worth of less than $5,000,000 ($2,000,000 if the company has
been operating for three or more years). These rules require, among other
things, that brokers who trade penny stock to persons other than “established
customers” complete certain documentation, make suitability inquiries of
investors and provide investors with certain information concerning trading in
the security, including a risk disclosure document and quote information under
certain circumstances. Many brokers have decided not to trade penny stocks
because of the requirements of the penny stock rules and, as a result, the
number of broker-dealers willing to act as market makers in such securities is
limited. If the Company remains subject to the penny stock rules for any
significant period, it could have an adverse effect on the market, if any, for
the Company’s securities. If the Company’s securities are subject to the penny
stock rules, investors will find it more difficult to dispose of the Company’s
securities.
Furthermore,
for companies whose securities are quoted on the OTC Bulletin Board, it is more
difficult (1) to obtain accurate quotations, (2) to obtain coverage for
significant news events because major wire services generally do not publish
press releases about such companies, and (3) to obtain needed
capital.
- 22
-
Offers
or availability for sale of a substantial number of shares of the Company’s
common stock may cause the price of the Company’s common stock to
decline.
If the
Company’s stockholders sell substantial amounts of common stock in the public
market, or upon the expiration of any statutory holding period, under Rule 144,
it could create a circumstance commonly referred to as an “overhang” and in
anticipation of which the market price of the Company’s common stock could fall.
The existence of an overhang, whether or not sales have occurred or are
occurring, also could make more difficult the Company’s ability to raise
additional financing through the sale of equity or equity-related securities in
the future at a time and price that the Company deems reasonable or appropriate.
Additional shares of common stock will be freely tradable upon the earlier
of: (i) effectiveness of the registration statement the Company is required to
file; and (ii) the date on which such shares may be sold without registration
pursuant to Rule 144 under the Securities Act.
Provisions
of the Company’s Certificate of Incorporation and Delaware law could deter a
change of control, which could discourage or delay offers to acquire the
Company.
Provisions
of the Company’s Certificate of Incorporation and Delaware law may make it more
difficult for someone to acquire control of the Company or for the Company’s
stockholders to remove existing management, and might discourage a third party
from offering to acquire the Company, even if a change in control or in
management would be beneficial to stockholders. For example, the Company’s
Certificate of Incorporation allows the Company to issue shares of preferred
stock without any vote or further action by stockholders.
Volatility
in the Company’s common stock price may subject the Company to securities
litigation.
The
market for the Company’s common stock is characterized by significant price
volatility when compared to seasoned issuers, and the Company expects that its
share price will continue to be more volatile than a seasoned issuer for the
indefinite future. In the past, plaintiffs have often initiated securities class
action litigation against a company following periods of volatility in the
market price of its securities. The Company may, in the future, be the target of
similar litigation. Securities litigation could result in substantial costs and
liabilities and could divert management’s attention and resources.
The
elimination of monetary liability against the Company’s directors, officers and
employees under the Company’s Nevada law and the Company’s By-Laws, and the
existence of indemnification rights to the Company’s directors, officers and
employees may result in substantial expenditures by the Company and may
discourage lawsuits against the Company’s directors, officers and
employees.
Under
Nevada law, a corporation may indemnify its directors, officers, employees and
agents under certain circumstances, including indemnification of such persons
against liability under the Securities Act of 1933, as amended. In addition, a
corporation may purchase or maintain insurance on behalf of its directors,
officers, employees or agents for any liability incurred by him in such
capacity, whether or not the corporation has the authority to indemnify such
person.
Article X
of the CWTD’s By-Laws provides, among other things, that a director, officer,
employee or agent of the corporation may be indemnified against expenses
(including attorneys’ fees inclusive of any appeal), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such claim, action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
CWTD, and with respect to any criminal action or proceeding, he had no
reasonable cause to believe that his conduct was unlawful.
The
effect of these provisions may be to eliminate the rights of CWTD and its
stockholders (through stockholder derivative suits on behalf of CWTD) to recover
monetary damages against a director, officer, employee or agent for breach of
fiduciary duty.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be provided for directors, officers, employees, agents or persons
controlling an issuer pursuant to the foregoing provisions, the opinion of the
Commission is that such indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, and is therefore
unenforceable.
ITEM
4(A) - CONTROLS AND PROCEDURES
The
Company maintains disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and
reported within the specified time periods. The Company’s Chief Executive
Officer and its Chief Financial Officer (collectively, the “Certifying
Officers”) are responsible for maintaining disclosure controls and procedures
for the Company. The controls and procedures established by the Company are
designed to provide reasonable assurance that information required to be
disclosed by the issuer in the reports that it files or submits under the
Exchange Act are recorded, processed, summarized and reported within the time
periods specified in the Commission’s rules and forms.
As of the
end of the period covered by this report, the Certifying Officers evaluated the
effectiveness of the Company’s disclosure controls and procedures. Based on the
evaluation, the Certifying Officers concluded that the Company’s disclosure
controls and procedures were effective to provide reasonable assurance that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the applicable rules and forms, and that it is
accumulated and communicated to our management, including the Certifying
Officers, as appropriate to allow timely decisions regarding required
disclosure.
- 23
-
ITEM
4(A)T – INTERNAL CONTROL OVER FINANCIAL REPORTING
(a) The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Securities Exchange Act of 1934, as amended). 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 was effective as of June 30,
2008.
(b) 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 Securities and
Exchange Commission that permit the company to provide only management’s report
in this quarterly report.
(c)
There were no changes in the Company's internal controls over financial
reporting, known to the chief executive officer or the chief financial officer
that occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART
II - OTHER INFORMATION
ITEM
1 - LEGAL PROCEEDINGS
None.
ITEM
2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM
3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June
4, 2008, the Board of Director and majority shareholders by written consent
approved a change of name of the corporation from China World Trade Corporation
to Uonlive Corporation. A Certificate of Amendment was filed with the
Nevada Secretary of State on August 1, 2008 and the change of name became
effective.
ITEM
5 - OTHER INFORMATION
None.
ITEM
6 – EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31.1
|
Certification
of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934
|
31.2
|
Certification
of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934
|
32.1
|
Certification
of the Company's Chief Executive Officer Pursuant to 18 U.S.C. SS. 1350
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
32.2
|
Certification
of the Chief Financial Officer Pursuant to 18 U.S.C. SS. 1350 Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
(b) Reports
on Form 8-K
8-K
|
Super
8-K filed on April 4, 2008
|
8-K
|
Change
in certifying accountants filed on May 5,
2008
|
- 24
-
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UONLIVE
CORPORATION
(Registrant)
August
14, 2008
|
/s/
Cheung Chi Ho
|
Cheung
Chi Ho
|
|
Chief
Executive Officer and Director
|
|
(Principal
Executive Officer)
|
|
August
14, 2008
|
/s/
Hui Chi Kit
|
Hui
Chi Kit
|
|
Chief
Financial Officer
|
|
(Principal
Financial and Accounting Officer)
|
- 25
-