Kuber Resources Corp - Annual Report: 2009 (Form 10-K)

uoli_10k-12312009.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission file number 000-26119

UONLIVE CORPORATION

(Exact name of small business issuer as specified in its charter)

Nevada	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)

852-2116-3560

(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $.001 per share

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer 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 Act) Yes o No x

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Aggregate market value of the voting and non-voting common stock of the registrant held by non-affiliates of the registrant at March 22, 2010, computed by reference to the closing price of $0.125 at which the common stock was last sold on that date: $122,309

As of March 18, 2010, there were outstanding 1,996,355 shares of the issuer's common stock, par value $.001.

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		Page

Part I

Item 1.	Business	4
Item 2.	Properties	9
Item 3.	Legal Proceedings	10
Item 4.	(Removed and Reserved)	10

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6	Selected Financial Data	11
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8.	Financial Statements and Supplementary Data	16 - 32
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	33
Item 9A.	Controls and Procedures	33
Item 9B.	Other Information	33

Part III

Item 10.	Directors, Executive Officers and Corporate Governance	33
Item 11.	Executive Compensation	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
Item 13.	Certain Relationships and Related Transactions, and Director Independence	38
Item 14.	Principal Accounting Fees and Services	39

Part IV

Item 15.	Exhibits, Financial Statement Schedules	39
	Signatures	41

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PART I

Item 1. Business

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The discussion contained in this 10-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), contains forward-looking statements that involve risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussion under "Business," including the "Risk Factors" described in that section, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as those discussed elsewhere in this Form 10-K. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-K that are not historical facts are forward-looking statements that are subject to the "safe harbor" created by the Private Securities Litigation Reform Act of 1995.

History of Our Company

We were incorporated in the State of Nevada on January 29, 1998 under the name Txon International Development Corporation to conduct any lawful business, to exercise any lawful purpose and power, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Laws of Nevada.

On August 14, 2000, pursuant to a share exchange agreement dated August 10, 2000, by and among Main Edge International Limited (“Main Edge”), Virtual Edge Limited (“Virtual Edge”), Richard Ford, Jeanie Hildebrand and Gary Lewis, we acquired from Main Edge all of the shares of Virtual Edge (the “Acquisition”) in exchange for an aggregate of 1,961,175 shares of our common stock, which shares equaled 75.16% of Txon International’s issued and outstanding shares after giving effect to the Acquisition. On September 15, 2000, Txon International Development Corporation changed its name to China World Trade Corporation (“CWTD”).

On March 28, 2008, CWTD entered into a Share Exchange Agreement (the “Exchange Agreement”) by and among CWTD, William Tsang (“Tsang”), Uonlive Limited, a corporation organized and existing under the laws of the Hong Kong SAR of the People’s Republic of China (“Uonlive”), Tsun Sin Man Samuel, Chairman of Uonlive (“Tsun”), Hui Chi Kit, Chief Financial Officer of Uonlive (“Hui”), Parure Capital Limited, a corporation organized and existing under the laws of the British Virgin Islands and parent of Uonlive (“Parure Capital”). Upon closing of the share exchange transaction contemplated under the Exchange Agreement, Tsun and Hui transferred all of their share capital in Parure Capital to CWTD in exchange for an aggregate of 150,000,000 shares of common stock of the Registrant and 500,000 shares of Series A Convertible Preferred Stock of the Registrant, which is convertible after six months from the date of issuance into 100 shares of common stock of the Registrant, thus causing Parure Capital to become a direct wholly-owned subsidiary of the Registrant.

On July 2, 2008, the proposal to amend the articles of incorporation to change the name of the corporation to Uonlive Corporation was approved by the action of a majority of all shareholders entitled to vote on the record date and by CWTD’s Board of Directors. CWTD desired to change its name to truly reflect its new business as a holding company for Uonlive Limited, and possibly other companies that may be acquired in the future by the company (the “Company” or “Uonlive”).

On May 15, 2009, the Company approved the 1 for 100 reverse split of its common stock.

The Company and subsidiaries are hereinafter collectively referred to as the “Company.”

Overview of Our Company’s Business

Uonlive is a leading private online multimedia company established in July 2007 with its headquarters in Hong Kong, China. The main business of Uonlive is operating an online radio station, a kind of virtual community able to provide the public with free online radio services, and mainly targets a younger listening audience.

In Uonlive, all the people are involved in the Multimedia Communication Platform (MCP). Uonlive is the abbreviation for “You Are on Live”, which means no matter where you live around the world, Uonlive’s information can be transmitted to you. With online radio, there are no geographic boundaries.

Uonlive provides multi-division entertainment programs through live-audio-radio and audio-on-demand. Audio-on-demand allows the listener to choose his or her own programming. Uonlive also utilizes the most advanced technologies for DJs and audiences to control their broadcasting techniques. Uonlive is also endeavoring to develop new radio receiving techniques. For example, in the near future, Uonlive will distribute online radio programs for communication products including mobile, family electronics etc., anytime and anywhere.

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Different than traditional radio stations, Uonlive is continuously adding more interactive features, including online live voting, chat rooms, and download service, etc. in order to reach more audiences.

In addition, Uonlive provides professional training courses to DJs. It is committed to developing new radio personalities by providing professional and systematic training programs. After completion of the courses, the participants are qualified to take part in large-scale activities and ceremonies. Such opportunities work for the mutual benefit of the online station and the participant. Currently, Uonlive has over 50 DJs hosting online radio programs.

Currently Uonlive has over 40 diversified programs, which operate 24-hours a day. No matter when and where, listeners can hear Uonlive voices anytime.

Our executive office is located at 5/F, Guangdong Finance Building, 88 Connaught Road West, Hong Kong.

Our Corporate Structure

Products and Services

Uonlive operates online radio by using audio or video data that can be converted into the desired format and directly transmitted onto the Internet. Whenever the listeners log into the website, they can download the audio information they desire, and broadcast this information out through the related software such as Realplay or Winamp. Online radio does not use satellite frequency bands and resources, therefore the broadcast is influenced by the network bandwidth available.

In Uonlive, all the people are involved in the multimedia communication platform. This virtual community is able to provide the public with free online radio services. Currently Uonlive focuses on the following products and services:

(1) Air Time

--With unlimited airtime, no boundary, flexibility and expandable.

--Started from 16th September 2007;

--Three different online radio channels;

--Over 100 DJs;

--about 160 programs through 3 channels;

--Existing 35,000 registered members, 16-25 sectors.

(2) UJ on demand

--Anyone can become a UJ;

--UJ status can be upgraded to a senior level depending on how many programs the users get involved in, how many programs users update or are in charge of and also the download rates or response rate from the audiences;

--The higher the rank, the more airtime users can operate;

--Own your own radio channel with specific topics.

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(3) U on Ad

-- The audience members can record their own advertisement in audio and upload to Uonlive;

--UJ can pick different categories of products and record the advertisement, and post on Uonlive;

--Advertisement on demand with target customers, and advertisement with hit rate record;

--Target customers can allocate target products;

--Become a yellow page, youth and recommendation specialist on particular products;

--Different UJs become specialists on particular products in specific industries.

(4) U PR Network

--Through its UJ’s, members’ database, and clients, Uonlive has established a public relations (PR) Network.;

--Building awareness and a favorable image for clients through our network and closely monitoring numerous media channels for public comments.

Currently, we focus and market our products in the following industries, where we believe our capabilities and networks are easily utilized:

· Sports

· Tourist

· Property

· Music

· Wedding

· Comics/ Games

· Super Natural Science

· Online Shopping

Online Radio Industry Overview

Industry Background

Online radio is a new broadcasting media which is transmitted through the Internet. A radio server is set up on Internet websites and provides radio programming through media play software. As a result, the listeners are able to listen, watch, and read radio programs through their own computers. The programs of online radio include audio, video, multi-media and text contents. Online radio is one of the major Internet media which provides online audio and video programming services.

According to the statistics of eTForecasts, there were over 1.08 billion Internet users in 2006 globally, and an estimated 2 billion users were predicted within the next 5 years. The USA has 197.8 million Internet users, China has 120 million Internet users, and other countries in declining sequence are Japan, India, Germany, UK, and Korea.

A study of Understanding & Solutions shows that compared to global Internet income from advertising amounting to US$25 billion, the global radio and TV advertising income was US$160 billion in 2006. According to statistics of the Office of Management and Budget in the U.S., the USA radio advertisement income was US$20 billion in 2002, occupying 14% of the whole US media advertisement market.

In 2000, there were 21,500 TV stations and 44,000 radio stations globally, of which 59% of the total TV stations were located in the USA and 30% of total radio stations were located in the USA. In the radio industry, there were 514,000 employees in 2001. Most of these TV and radio stations are commercial entities relying on commercial advertisement income.

According to the statistics of US Radio Advertising Bureau in 2002 and 2003, over 96% of American citizens over 12 years old listen to radio programs every week; over 77% of American citizens listen to radio programs everyday; 99% of adults (over 18 years old) with yearly income of $50,000 listen to radio programming for 3 hours and 18 minutes every day; over 96% of lawyers, accountants, professionals, and senior corporate management listen to radio for 3 hours and 01 minute everyday; 97% of college students listen to radio for 3 hours and 5 minutes every day. The time distribution ratios of American citizens on various media are 44% on radio, 41% on TV, 10% on newspaper, and 5% on magazine.

Characteristics of Online radio

Currently, the most popular online radio is live radio and audio-on-demand radio programs. The live online radio is similar to traditional radio, which provides audio programs according to a scheduled program list on the Internet. By contrast, audio-on-demand online radio provides radio programs on the website, and audiences are able to play their favorable programs on their demand.

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The following is a comparison of Online Radio to Traditional Radio Broadcasting:

--Online radio programs are targeted to more specialized and detailed audiences. Online radio segments its listening audience more than traditional radio.

--Online radio audiences are able to listen to radio programs in their free time and can avoid being stuck to listening to traditional radio programs in a synchronous manner.

--Online radio audiences are able to select programs on demand and enjoy real-time news, music, and other programs.

--Online radio audiences are able to mutually interact and communicate with broadcast hosts more closely and quickly through MSN, mobile messaging, blogs and radio Forum, as well as hot-line telephone etc.

--Online radio is able to utilize news and program resources of traditional broadcast stations, which is complementary to that provided by traditional broadcast stations.

Competition

Our competitive strategy and competitive advantages include the following:

(1) Simple equipment, no boundary and time constraints.

The cost to establish an online radio station is very low, not only the hardware but also the technology. In theory, any person who has a computer, a microphone, and software can have a radio station of his own. Moreover he can recruit DJs from all over the world through the network. All programs are stored on the site, and are saved in a database. People can retrieve a specific program that they missed and listen to it at any time, any place. Therefore, it enables the acceptance rate to be greatly increased.

(2) Utilize audience interaction.

In the online network, DJs can chat with audiences through instant communication tools such as QQ, MSN, Forum Posting and SMS to achieve instant interaction. They can immediately experience the interaction with audiences and re-arrange the programs according to the audience’s needs. The interactive forms of communication have made a greater variety of entertainment more widely available.

(3) Strong personalization features and more attractive to young people.

At present, many hosts or DJs are the broadcast reporters and editors, thus showing the greatest personality in the programs. Such characters can often attract listeners, especially the young people pursuing personality in their DJs. Uonlive is a special form of personalized media, and has many types of radio programs.

(4) Wide range of interactive methods for transmission.

Uonlive can also use the resources and technical means of the network to achieve transmission of audio-visual language. The audience can not only see a program through video, the face of a host if it is music, but also at the same time enjoy the songs of the music videos This transmission ability greatly raises the visibility of the programming. In addition, the continual development of network technology provides a platform for all Internet users that can become a potential radio audience.

(5) Significant information, easy for sourcing what the users need.

Users can choose programs depending on their preferences and favorites. They can easily skip Internet advertising on the home page, and also can tune into the world's radio and listen to what they prefer.

(6) Advanced technology is a strong support to the growth of online radio, and technological development a means for change.

Uonlive uses Internet Audio Radio and Audio-on-Demand, and makes full use of advanced interactive features, to present the most diversified entertainment programs. In addition, Uonlive uses the most advanced equipment and the latest technology, to help the audience more easily master and control the skills of radio. In the near future, it will bring “Anytime, Anywhere” radio to communication products such as mobile phones, or even on the stereo such as stationary units or any mobile unit that has an internet browser.

More importantly, Uonlive does not need to download or install any software, which makes its use simpler and more convenient. The powerful website does all this and can even support keyword search.

However, we cannot assure you that we will compete successfully with any of our current or future competitors.

Future Plans

Our Plan for Increasing Revenue and Cutting Costs

—	We will launch new service targeting manufacturers in China who need our platform as an advertising agent and our UJs as their sales agents to increase their sales.
—	We will increase our broadcasting channels with different popular categories to increase our revenue from selling of air time,
—	We will provide free training to people who want to be UJs and UJs are part of our sales team who sell our products through their personal network. Our sales department will also provide sales techniques to UJs.
—	We will co-operate with local newspapers and magazines to bundle our services and products together with newspaper and magazine advertisements in one package to expand our revenue
—	Our direct cost of sales will be based on commissions paid to UJs, which will not increase our cost unevenly.
—	We are in the process of developing a “point to point” technology which will improve our number of online audiences without increasing the bandwidth, so as to reduce the cost.

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How do we intend to expand our programming and technology?

—	We plan to raise adequate capital over the next three years
—	We plan to purchase technology that has come down in price.
—	We plan to acquire other online radio stations in China with positive cash flow
—	We plan to acquire software development companies that specialize in our field and these companies will have mutual benefits for us after acquisition
—	We plan to expand our programs through our training of UJs
—	We are in the process of developing a point-to-point technology which will reduce the usage of bandwidth.

Growth Strategy

Uonlive’s vision is to be the largest online radio station in the world. Management intends to grow Uonlive’s business by pursuing the following strategies:

—	Grow capacity and capabilities in line with market demand increases
—	Enhance leading-edge technology through continuous innovation, research and study
—	Continue to improve operational efficiencies
—	Build a strong market reputation to foster and capture future growth in Hong Kong

Existing Facilities in China

We have three recording studios established in Hong Kong equipped with Sony HDR-SRIE Video & Accessories, Tascan IRU, CD Player, Lexicon Multi-effect mixer, and Mackie 16 ch-4 Bus Mixer for recording and on-air broadcasting. We also have a Dell PowerEdge 2950 Rack Mount Server and an IBM X3650 server for online broadcasting.

On September 2008, we established a studio with recording equipment in Guangzhou, China as our PRC channel targeting audiences in China.

Sales and Marketing

Uonlive has established an extensive sales network throughout Hong Kong and in bordering locations in China. It has a Sales and Marketing Department with four staff members.

Source of Income. Our main source of income is from airtime sales. The airtime sales may be a combination of air time and other services that Uonlive has the capabilities to supply, which includes website banner sales, public relations service and downloading from a clients’ database through our network.

Advertising Customers

For the twelve month period from January 1, 2009 to December 31, 2009 the Company achieved revenues of $44,153. The revenue was generated from 5 customers with the following details:

Name of Customer	Sales for the Period by Customer		% of Sales for the Period
Dbtronix (Far East) Ltd.	$	15,480		35.1%
Hong Kong Asia Pacific Publication	$	11,610		26.3%
Clear Water	$	2,490		5.6%
Hong Kong Tours Ltd.	$	1,031		2.3%
Youth Square	$	13,542		30.7%
Total of 5 Customers	$	44,153		100.0%

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Intellectual Property. At present, the Company has no trademarks or other intellectual property.

Regulation

Regulation of Telecommunications

Internet information services in China are governed by the Telecommunications Regulations issued on September 25, 2000 by the State Council. The Telecommunications Regulations categorize all telecommunications businesses in China as either basic telecommunications businesses or value-added telecommunications businesses. The Catalog of Classes of Telecommunications Businesses (updated on February 21, 2003 and effective as of April 1, 2003) that is attached to the Telecommunications Regulations provides that an Internet information service is a value-added telecommunications business. According to the Telecommunications Regulations, any commercial operator of telecommunications businesses in China must obtain an operating license from MII or provincial-level communications administrative bureaus (“CAB”). The Telecommunications Regulations also set forth extensive guidelines with respect to various aspects of telecommunications operations in China.

The Administrative Measures for Telecommunications Business Operating Licenses (the “Telecom License Measures”) were promulgated by MII on December 26, 2001 and became effective as of January 1, 2002. The Telecom License Measures, which are formulated in accordance with the Telecommunications Regulations, set forth the types of licenses required to operate a telecommunications business and the procedures for obtaining such permits. With respect to licenses for value-added services, the Telecom License Measures draw a distinction between licenses for business conducted in a single province (which are issued by CAB) and licenses for inter-provincial activities (which are issued by MII).

Regulation of Internet Content

The Internet Measures set forth a list of prohibited types of content. Duly licensed ICPs are required to monitor their websites, including chat rooms and electronic bulletin boards, for prohibited content and remove any such content that they discover on their websites. In addition, some of the specific types of prohibited content are vague and subject to interpretation. Therefore, the responsibilities and the potential liabilities of ICPs are unclear.

ICPs are subject to an array of other regulations with respect to types of content and services, for which providers must obtain approval from various government agencies. ICPs in the more sensitive or regulated areas (that is, news, publication, education, medical care, pharmaceuticals and medical apparatuses and instruments) are required to be examined by the authority in charge of the relevant area prior to applying for an operating permit.

The posting of news on websites and the distribution of news over the Internet are highly regulated and can only be engaged in by ICPs that have been specifically approved to do so. The Provisional Administrative Measures Regarding Internet Websites Carrying on the News Posting Business issued by the State Council News Office and MII in November 2000 stipulate that only ICPs that are government-authorized news units may operate online news posting business that post news reported by such ICPs. Other ICPs may apply to the State Council News Office for approval to post on their websites news supplied under contract by approved news providers, a copy of which shall be filed with the applicable provincial requirements with respect to facilities and experience personnel that must be met by applicants for approval to post news on their websites.

Regulation of Online Advertisements

ICPs require approval from the State Administration for Industry and Commerce (SAIC) or its relevant local branches to carry advertisements on their websites. Uonlive does not have such approval, but Uonlive is incorporated in Hong Kong which is not under the Chinese regulations.

Employees. We currently have 16 employees and 97 UJs working for our company. We believe our future success will depend in large part upon the recruitment of more experienced UJ’s and management officers; and our ability to attract and retain sales and marketing personnel. There can be no assurance that we will retain our key sales and marketing employees or that we can attract, assimilate or retain other highly qualified sales and marketing personnel in the future. None of our employees are subject to any collective bargaining agreements.

Item 2. Properties

Our main office and three recording studios are located at 5/F, Guangdong Finance Building, 88 Connaught Road West, Hong Kong and there is one recording studio located at Guangzhou World Trade Center Club at the 3rd Floor, Goldlion Digital Network Center, 138 Tiyu Road East, Tianhe, Guangzhou 510620, People’s Republic of China. The Company rented office spaces under non-cancelable operating lease agreements in Hong Kong and the PRC for various terms ranging from one to three years, with fixed monthly rentals, expiring through March 2011. Costs incurred under these operating leases are recorded as rental expense and totaled approximately $97,732 and $77,048 for the years ended December 31, 2009 and 2008.

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As of December 31, 2009, the future minimum annual operating lease payments are as follows:

Years ending December 31,
2010	$	92,842
2011		23,211
Total	$	116,053

Item 3. Legal Proceedings

We know of no material, active or pending legal proceedings against us, our subsidiaries or our property, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholders are an adverse party or have a material interest adverse to us.

Item 4. (Removed and Reserved).

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is currently quoted on a limited basis on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “UOLI.” The quotation of our common stock on the OTCBB does not assure that a meaningful, consistent and liquid trading market currently exists. We cannot predict whether a more active market for our common stock will develop in the future. In the absence of an active trading market:

(1)	Investors may have difficulty buying and selling or obtaining market quotation;

(2)	Market visibility for our common stock may be limited; and

(3)	A lack of visibility of our common stock may have a depressive effect on the market price for our common stock.

The following table sets forth the range of bid prices of our common stock as quoted on the OTCBB during the periods indicated. The prices reported represent prices between dealers, do not include markups, markdowns or commissions and do not necessarily represent actual transactions.

		High		Low

2009	First Quarter	$	0.50	$	0.35
	Second Quarter	$	0.45	$	0.20
	Third Quarter	$	1.01	$	0.10
	Fourth Quarter	$	0.55	$	0.10

2008	First Quarter	$	11.00	$	5.00
	Second Quarter	$	8.00	$	1.50
	Third Quarter	$	5.40	$	1.00
	Fourth Quarter	$	2.00	$	0.40

Our common shares are issued in registered form. Interwest Transfer Co., Inc., 1981 East 4800 South, Ste 100, Salt Lake City, UT 84111, Tel: (801) 272-9294, is the registrar and transfer agent for our common stock.

From January 1 to March 22, 2010, the highest and lowest prices of our common shares on the OTC Bulletin Board were $0.13 per share and $0.10 per share. On March 22, 2010, the closing price of our common stock on the OTC Bulletin Board on the last day it traded before the filing of this Annual Report was $0.125 per share.

As a result of the affirmative vote in the Annual General Meeting held on August 8, 2007, we increased our number of shares of authorized Common Stock, $.001 par value, from 50,000,000 shares to 200,000,000 shares.

As a result of the exchange agreement with Tsang William, Uonlive Limited, Tsun Samuel, Hui Chi Kit and Parure Capital Limited on March 31, 2008, 1,500,000 shares of common stock and 500,000 shares of Series A Convertible Preferred Stock, which are convertible at 100 to 1 anytime six months after the date of issuance (provided there is sufficient authorized common stock), were issued. The total outstanding common stock was 1,996,355 immediately after the closing of the exchange agreement.

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As of March 18, 2010, there were 92 shareholders of record of 1,996,355 outstanding shares of common stock of the Company, not including approximately 5,000 holders of our shares in street name.

Dividends

We have not previously paid any cash dividends on its common stock and do not anticipate paying dividends on its common stock in the foreseeable future. It is the present intention of management to retain any earnings to provide funds for the operation and expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our results of operation, financial condition, contractual and legal restrictions and other factors the board of directors deem relevant.

Equity Compensation Plans

As of December 31, 2009, we did not have any equity compensation plans.

Recent Sales of Unregistered Securities

We have not recorded any sales of unregistered securities during the reporting period.

Purchases of Equity Securities by Issuer and Affiliated Purchasers

We have not repurchased any of our common stock and have no publicly announced repurchase plans or programs as of December 31, 2009.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This discussion contains forward-looking statements. The reader should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the company. Although the company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the company's results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the company or any other person that the objectives or plans of the company will be achieved.

OVERVIEW

The predecessor of Uonlive Corporation was incorporated in the State of Nevada on January 29, 1998 under the name Txon International Development Corporation to conduct any lawful business, to exercise any lawful purpose and power, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Laws of Nevada. On August 1, 2008, the Company changed its name to Uonlive Corporation.

On March 28, 2008, the Company entered into the Exchange Agreement with Tsang William, Uonlive Limited, Tsun Samuel, Hui Chi Kit and Parure Capital Limited. Upon closing of the Share Exchange on March 31, 2008, Tsun and Hui delivered all of their share capital in Parure Capital to the Company in exchange for 150,000,000 shares of common stock of the Company and 500,000 shares of Series A Convertible Preferred Stock, resulting in Parure Capital becoming a wholly owned subsidiary of the Company and Uonlive becoming an indirect wholly owned subsidiary of the Company.

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As a result, post reverse split, 495,566 shares of the Company’s common stock were outstanding immediately prior to the closing of the Share Exchange, and 1,995,659 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 263,559 shares represented the Company’s “public float” prior to and after the Share Exchange. The 1,500,000 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.

On May 19, 2009, we approved a 1:100 reverse stock split (the “Reverse Split”) of our common stock and an amendment to our Articles of Incorporation to effectuate the Reverse Split.

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.

Our objective is to develop and provide diversified programming that has an upbeat message for anyone who listens. We will use advanced technologies to provide a variety of interactive channels through a Multimedia Communication Platform to give the audience impressive and fun radio shows.

Development of Our Business

The commercial market for the online radio business is developing rapidly. Many large competitors have been formed or are in the process of being formed to take advantage of an expanding market. The commercialization of the Internet has effectively promoted the development of online radio communication technologies. The significant business opportunities inherent in online radio will cause the utilization of the various kinds of equipment necessary for an online radio station.

Our development strategies include opening up new channels, attracting more members, strengthening and diversifying online programs, selling or renting our channels, attempting to develop a “U outlet,” and later attempting co-operation with Karaoke, and developing a voice-ecard for our stations. Uonlive will also sell its commercial products to users through its multimedia communication platform. It hopes to set up a team to source products in Guangdong Province, China and market the product on the website. Lastly, Uonlive will try another model allowing users to call up and record a message and leave it on the website so that other people listen to them (thereby setting up a sound recording library).

Our revenue model is to (1) sell air time or spot time to customers in different time sections with a tailor made package to be designed for each customer, which package may contain a number of air or spot times with a time frame of, say, 30 seconds, (2) to sell title sponsorships to customers for each program, and (3) to sell banner advertisements on our website. We planned to have eight banners this year for customers to place their advertisements.

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Management believes that Uonlive has a niche market in the online radio industry in Hong Kong and Mainland China. The prospect for this industry is enormous with high margin potential. Uonlive is the pioneer in this market and hopes to be the leader, taking the largest market share in the coming years.

RESULTS OF OPERATIONS

The following table shows the financial data of the consolidated statements of operations of the Company and its subsidiaries for the years ended December 31, 2009 and 2008. The data should be read in conjunction with the audited consolidated financial statements of the Company and related notes thereto.


	For the year ended						For the year ended
	December 31, 2009						December 31, 2008
	US$ '000			% of Revenue			US$ '000			% of Revenue

OPERATING REVENUES		44			100	%		31			100	%

GROSS PROFIT		4			9	%		7			23	%

OPERATING EXPENSES:
Sales and marketing expense		(24	)		(55	%)		(18	)		(58	%)
Consulting and professional fee		(24	)		(55	%)		(59	)		(190	%)
General and administrative		(724	)		(1,645	%)		(606	)		(1,954	%)
Provision for impairment of intangible assets		-						(167	)		(539)	%

TOTAL OPERATING EXPENSES		(772	)		(1,755	%)		(850	)		(2,742	%)


Loss from operations		(767	)		(1,745	%)		(843	)		(2,719	%)

Income tax expense		(41	)		(93	%)		-

NET LOSS		(808	)		(1,836	%)		(843	)		(2,719	%)

Net loss per share – Basic and diluted		(0.40	)					(0.42	)

Weighted average number of shares outstanding – Basic and diluted		1,996,355						1,996,355

FISCAL YEAR ENDED DECEMBER 31, 2009 COMPARED TO YEAR ENDED DECEMBER 31, 2008.

OPERATING REVENUE

The Company recorded a total of $44,153 consolidated revenue for the year ended December 31, 2009 compared to $30,819 for the same corresponding period in 2008. The revenue for the year ended December 31, 2009 came from five different clients, which is a 43% increase compared to the year ended December 31, 2008. The increase was mainly due to the result of new customers being brought in during the year 2009. The consolidated gross profit for the year ended December 31, 2009 was recorded at approximately $4.448, which accounted for 10% of total revenue.

Consolidated operating loss from operation decreased by $76,128 or 9% to $766,976 for the year ended December 31, 2009 from $843,104 for the corresponding year 2008. The decrease was caused by no provision for impairment of intangible assets, which was offset by the increase in general and administrative expenses.

SALES AND MARKETING EXPENSES

Sales and Marketing expense increased to $23,731 or 54% of total revenue in fiscal year 2009, from $18,173 or 59% of total revenue in the corresponding period of 2008, an increase of 31%. The increase was mainly due to implementation of our promotion strategy.

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GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the year ended December 31, 2009 increased to $723,703 from $606,522 in the corresponding period of 2008, an increase of 19%. The increase in general and administrative expense was mainly due to the result of our growing business. The general and administrative expenses included approximately $220,800 of salaries paid, $77,700 of rental expense, $93,400 of computer technology expenses, $74,900 of depreciation expenses, and $239,400 of consulting and professional fees.

PROVISION FOR IMPAIRMENT

During the 2009 fiscal year, we did not record any impairment charges relating to online radio technology compared to $166,908 the same corresponding period in 2008.

NET LOSS

Net loss was $807,942 for the year ended December 31, 2009, as compared to a loss of $843,104 for the same corresponding period in 2008, a decrease of $35,162 or 4%. A majority of the net loss was the result of the increase in selling, general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

For the year ended December 31, 2009, the Company has incurred a net loss of $807,942 and experienced negative cash flows from operations of $700,669. The continuation of the Company is dependent upon the continuing financial support of shareholders and 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 Hong Kong and China. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.

As of December 31, 2009, cash and cash equivalents totaled $53,850. This cash position was the result of a combination of net cash used in operating activities in the amount of $700,669, net cash used in investing activities in the amount of $66,770 and the net cash provided by financing activities in the amount of $821,232. The net cash used in operating activities was mainly the result from the net loss of $807,942 offset by the depreciation expenses amounting to $74,905 and deferred tax asset of $40,989. The net cash used in investing activities was mainly the additional purchase of plant and equipment of $66,770. The increase in financing activities was mainly advances from a director of $821,232,

We believe that the level of financial resources is a significant factor for our future development and, accordingly, may choose at any time to raise capital through private debt or equity financing to strengthen our financial position, facilitate growth and provide us with additional flexibility to take advantage of business opportunities.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

CRITICAL ACCOUNTING POLICIES

In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our consolidated results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.

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Valuation of long-lived assets

We review our long-lived assets for impairment, including property, plant and equipment, and identifiable intangibles with definite lives, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of our long-lived assets, we evaluate the probability that future undiscounted net cash flows will be greater than the carrying amount of our assets. Impairment is measured based on the difference between the carrying amount of our assets and their estimated fair value.

Allowance for doubtful accounts

We perform ongoing credit evaluations of our customers and adjust credit limits based upon customer payment history and current creditworthiness. We continuously monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience credit loss rates similar to those we have experienced in the past. Measurement of such losses requires consideration of historical loss experience, including the need to adjust for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and financial health of specific customers.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and trade accounts receivable. The Company performs ongoing credit evaluations of its customers’ financial condition, but does not require collateral to support such receivables.

Exchange Rate Risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HK$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

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Item 8. Financial Statements and Supplementary Data

UONLIVE CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page

Report of Independent Registered Public Accounting Firm		17

Consolidated Balance Sheets		18

Consolidated Statements of Operations And Comprehensive Loss		19

Consolidated Statements of Cash Flows		20

Consolidated Statements of Stockholders’ Deficit		21

Notes to Consolidated Financial Statements		22 - 32

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Uonlive Corporation

We have audited the accompanying consolidated balance sheets of Uonlive Corporation and its subsidiaries (“the Company”) as of December 31, 2009 and 2008, the related consolidated statements of operations and comprehensive loss, cash flows and stockholders’ deficit for the years ended December 31, 2009 and 2008. The financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008, and the results of operations and cash flows for the years ended December 31, 2009 and 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred substantial losses and capital deficit, all of which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ ZYCPA Company Limited

ZYCPA Company Limited

Certified Public Accountants

Hong Kong, China

March 29, 2010

9 FLOOR, CHINACHEM HOLLYWOOD CENTRE, 1-13 HOLLYWOOD ROAD, CENTRAL, HONG KONG

Phone: (852) 2573 2296 Fax: (852) 2384 2022

http://www.zycpa.us

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UONLIVE CORPORATION

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	As of December 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	53,850		$	100
Accounts receivable		11,605			7,741
Accounts receivable, related party		-			3,871
Deposits and other receivables		17,208			11,795

Total current assets		82,663			23,507

Non-current assets:
Plant and equipment, net		227,565			235,832
Intangible asset, net		-			-
Deferred tax asset		-			40,989

TOTAL ASSETS	$	310,228		$	300,328

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	25,014		$	28,214
Amount due to a shareholder		1,914,513			1,094,211

Total current liabilities		1,939,527			1,122,425

Non-current liabilities:
Note payable to a shareholder		167,603			167,698

TOTAL LIABILITIES		2,107,130			1,290,123

Commitments and contingencies

Stockholders’ deficit:
Series A, Convertible preferred stock, $0.001 par value; 10,000,000 shares authorized, 500,000 shares issued and outstanding as of December 31, 2009 and 2008		500			500
Common stock, $0.001 par value; 200,000,000 shares authorized; 1,996,355 shares issued and outstanding as of December 31, 2009 and, 2008		1,996			1,996
Additional paid-in capital		197,570			197,570
Accumulated deficit		(1,993,036	)		(1,185,094	)
Accumulated other comprehensive loss		(3,932	)		(4,767	)

Total stockholders’ deficit		(1,796,902	)		(989,795	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	310,228		$	300,328

See accompanying notes to the consolidated financial statements.

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UONLIVE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Years ended December 31,
	2009			2008

Revenue, net
- Related party	$	15,480		$	15,410
- Non-related party		28,673			15,409

Total revenues, net		44,153			30,819

Cost of revenue (exclusive of depreciation)		39,705			23,602

Gross profit		4,448			7,217

Operating expenses:
Sales and marketing		23,731			18,173
Consulting and professional fee		23,990			58,718
Impairment charge on intangible asset		-			166,908
General and administrative		723,703			606,522
Total operating expenses		771,424			850,321

Loss before income taxes		(766,976	)		(843,104	)

Income tax expense		(40,966	)		-

NET LOSS	$	(807,942	)	$	(843,104	)

Other comprehensive income (loss):
- Foreign currency translation gain (loss)		835			(4,897	)

COMPREHENSIVE LOSS	$	(807,107	)	$	(848,001	)

Net loss per share – basic and diluted	$	(0.40	)	$	(0.42	)

Weighted average shares outstanding during the year – basic and diluted		1,996,355			1,996,355

See accompanying notes to the consolidated financial statements.

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UONLIVE CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”))

	Years ended December 31,
	2009			2008

Cash flow from operating activities:
Net loss	$	(807,942	)	$	(843,104	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		74,905			57,293
Impairment charge on intangible asset		-			166,908
Deferred tax expense		40,989
Changes in operating assets and liabilities:
Accounts receivable		-			(1,284	)
Deposits and other receivables		(5,422	)		(11,740	)
Accounts payable and accrued liabilities		(3,199	)		8,154
Amount due to a related company		-			(57,785	)
Net cash used in operating activities		(700,669	)		(681,558	)

Cash flows from investing activities:
Purchase of plant and equipment		(66,770	)		(79,028	)
Net cash used in investing activities		(66,770	)		(79,028	)

Cash flows from financing activities:
Advances from a shareholder		821,232			710,505
Net cash provided by financing activities		821,232			710,505

Effect of exchange rate change on cash and cash equivalents		(43	)		181

NET CHANGE IN CASH AND CASH EQUIVALENTS		53,750			(49,900	)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		100			50,000

CASH AND CASH EQUIVALENTS, END OF YEAR	$	53,850		$	100

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

See accompanying notes to the consolidated financial statements

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UONLIVE CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Series A, Convertible preferred stock				Common stock
	No. of shares		Amount		No. of shares		Amount		Additional paid in capital		Accumulated deficit			Accumulated other comprehensive loss			Total stockholders’ deficit

Balance as of January 1, 2008, as restated		500,000	$	500		1,500,317	$	1,500	$	148,500	$	(292,524	)	$	130		$	(141,894	)
Share issued for reverse acquisition		-		-		496,038		496		49,070		(49,466	)		-			100
Net loss for the year		-		-		-		-		-		(843,104	)		-			(843,104	)
Foreign currency translation adjustment		-		-		-		-		-		-			(4,897	)		(4,897	)

Balance as of December 31, 2008		500,000	$	500		1,996,355	$	1,996	$	197,570	$	(1,185,094	)	$	(4,767	)	$	(989,795	)
Net loss for the year		-		-		-		-		-		(807,942	)		-			(807,942	)
Foreign currency translation adjustment		-		-		-		-		-		-			835			835

Balance as of December 31, 2009		500,000	$	500		1,996,355	$	1,996	$	197,570	$	(1,993,036	)	$	(3,932	)	$	(1,796,902	)

See accompanying notes to the consolidated financial statements

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UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

Uonlive Corporation (“UOLI” or the “Company”) 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, the Company changed to its company name to China World Trade Corporation. On July 2, 2008, the Company further changed its company to Uonlive Corporation.

On May 15, 2009, the Company approved the 1 for 100 reverse split of its common stock. All common stock and per share data for all periods presented in the accompanying consolidated financial statements have been restated to give effect to the reverse stock split.

UOLI, through its subsidiaries, mainly engages in 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 are located in Hong Kong.

Business summary of subsidiaries

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of issued/registered share capital	Effective interest held

Parure Capital Limited (“PCL”)	British Virgin Island (“BVI”), a limited liability company	Investment holding in Hong Kong	10,000 issued shares of HK$1 each	100%

Uonlive Limited (“Uonlive”)	Hong Kong, a limited liability company	Provision of advertising service and operation of a net radio in Hong Kong	10,000 issued shares of HK$1 each	100%

UOLI and its subsidiaries are hereinafter collectively referred to as “the Company”.

2. GOING CONCERN UNCERTAINTIES

These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

For the year ended December 31, 2009, the Company has suffered from a net loss of $807,942 and experienced negative cash flows from operations of $700,669 with an accumulated deficit of $1,993,036 as of that date. The continuation of the Company is dependent upon the continuing financial support of shareholders and 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 Hong Kong and China. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These 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 in the Company not being able to continue as a going concern.

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UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

l	Basis of presentation

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

l	Use of estimates

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.

l	Basis of consolidation

The consolidated financial statements include the financial statements of UOLI and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

l	Cash and cash equivalents

Cash and cash equivalents are carried at cost and maintained in bank deposit accounts with an original maturity of three months or less to be cash equivalents.

l	Accounts receivable

Accounts receivable 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. For the years ended December 31, 2009 and 2008, the Company did not provide an allowance for doubtful accounts, nor have been any write-offs.

l	Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

		Depreciable life
Furniture, fittings and office equipment		5 years
Computer and broadcasting equipment		5 years

Expenditure for maintenance and repairs is expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.

l	Intangible asset

Intangible asset represents the acquisition cost of online radio broadcasting technology and its domain name paid to Mr. Samuel Tsun, a shareholder and director of the Company at the fair value of $167,698. 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 the provisions of Accounting Standards Codification ("ASC") ASC Topic 350-50, “General Intangibles Other Than Goodwill” (“ASC Topic 350”), 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.

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UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The Company evaluates the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to: (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts.

Based on the results of the Company's discounted cash flows calculation, the Company evaluated that the carrying value of the intangible asset exceeded its fair value and recognized a full impairment loss of $166,908 for the year ended December 31, 2008.

l	Impairment of long-lived assets

Long-lived assets primarily include plant and equipment and intangible asset. In accordance with ASC Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset.

l	Revenue recognition

The Company derives revenues from the sale 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, as defined by ASC Topic 605, “Revenue Recognition”.

l	Cost of revenue

Cost of revenue included IT service cost for maintenance and operating the online radio domain and rent charge of radio studio in Hong Kong and the PRC.

l	Advertising expenses

Advertising costs are expensed as incurred under ASC Topic 720-35, “Advertising Costs”. Advertising expense, included in sales and marketing was approximately $22,198 and $18,173 for the years ended December 31, 2009 and 2008.

l	Comprehensive loss

ASC Topic 220, “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, as presented in the accompanying consolidated statements of stockholders’ deficit 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.

l	Income taxes

The Company adopts the ASC Topic 740, “Income Taxes” regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties and interest, accounting in interim periods and disclosure.

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UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

For the years ended December 31, 2009 and 2008, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2009 and 2008, the Company did not have any significant unrecognized uncertain tax positions.

The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority.

l	Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

l	Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations.

The reporting currency of the Company is the United States Dollars ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s subsidiaries in Hong Kong maintain their books and record in their local currency, Hong Kong Dollars ("HK$"), which is functional currencies as being the primary currency of the economic environment in which their operations are conducted.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ deficit.

Translation of amounts from HK$ into US$1 has been made at the following exchange rates for the respective period:

	2009		2008
Year-end rates HK$:US$1 exchange rate		7.7551		7.7507
Annual average rates HK$:US$1 exchange rate		7.7522		7.7874

l	Segment reporting

ASC Topic 280, “Segment Reporting” 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. For the years ended December 31, 2009 and 2008, the Company operates in one reportable segment.

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UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

l	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.

l	Fair value measurement

ASC Topic 820, “Fair Value Measurements and Disclosures” ("ASC 820") establishes a new framework for measuring fair value and expands related disclosures. Broadly, ASC 820 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. ASC 820 establishes a three-level valuation hierarchy based upon observable and non-observable inputs. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

For financial assets and liabilities, fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.

l	Fair value of financial instruments

The carrying value of the Company’s financial instruments include cash and cash equivalents, accounts receivable, deposits and other receivables, accounts payable and accrued liabilities, amounts due to a shareholder. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate at fair values.

l	Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does 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 2009, Accounting Standards Codification (“ASC”) became the source of authoritative U.S. GAAP recognized by the Financial Accounting Standards Board (“FASB”) for nongovernmental entities, except for certain FASB Statements not yet incorporated into ASC. Rules and interpretive releases of the SEC under federal securities laws are also sources of authoritative U.S. GAAP for registrants. The discussion below includes the applicable ASC reference.

The Company adopted ASC Topic 810-10, “Consolidation” (formerly SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”) effective January 2, 2009. ASC Topic 810-10 changes the manner of presentation and related disclosures for the non-controlling interest in a subsidiary (formerly referred to as a minority interest) and for the deconsolidation of a subsidiary. The adoption of these sections did not have a material impact on the Company’s financial statements.

ASC Topic 815-10, “Derivatives and Hedging” (formerly SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”) was adopted by the Company effective January 2, 2009. The guidance under ASC Topic 815-10 changes the manner of presentation and related disclosures of the fair values of derivative instruments and their gains and losses.

In April 2009, the FASB issued an update to ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”) (formerly FASB Staff Position No. SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”). The standard provides additional guidance on estimating fair value in accordance with ASC 820-10 when the volume and level of transaction activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability have significantly decreased and includes guidance on identifying circumstances that indicate if a transaction is not orderly. The Company adopted this pronouncement effective April 1, 2009 with no impact on its financial statements.

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UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

In April 2009, the FASB issued FSP SFAS No. 107-1, “Disclosures about Fair Value of Financial Instruments” (“ASC 825-10”). ASC 825-10 requires fair value of financial instruments disclosure for interim reporting periods of publicly traded companies as well as in annual financial statements. ASC 825-10 is effective for interim periods ending after June 15, 2009 and was adopted by the Company in the second quarter of 2009. There was no material impact to the Company’s financial statements as a result of the adoption of ASC 825-10.

In June 2009, the FASB finalized SFAS No. 167, “Amending FASB interpretation No. 46(R)”, which was included in ASC Topic 810-10-05 “Variable Interest Entities”. The provisions of ASC Topic 810-10-05 amend the definition of the primary beneficiary of a variable interest entity and will require the Company to make an assessment each reporting period of its variable interests. The provisions of this pronouncement are effective January 1, 2010. The Company is evaluating the impact of the statement on its financial statements.

In July 2009, the FASB issued SFAS No. 168, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 168 codified all previously issued accounting pronouncements, eliminating the prior hierarchy of accounting literature, in a single source for authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. SFAS 168, now ASC Topic 105-10 “Generally Accepted Accounting Principles”, is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this pronouncement did not have an effect on the Company’s financial statements.

In August 2009, the FASB issued an update of ASC Topic 820, “Measuring Liabilities at Fair Value ”. The new guidance provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using prescribed techniques. The Company adopted the new guidance in the third quarter of 2009 and it did not materially affect the Company’s financial position and results of operations.

In October 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force)” which amends ASC 605-25, “Revenue Recognition: Multiple-Element Arrangements.” ASU No. 2009-13 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how to allocate consideration to each unit of accounting in the arrangement. This ASU replaces all references to fair value as the measurement criteria with the term selling price and establishes a hierarchy for determining the selling price of a deliverable. ASU No. 2009-13 also eliminates the use of the residual value method for determining the allocation of arrangement consideration. Additionally, ASU No. 2009-13 requires expanded disclosures. This ASU will become effective for us for revenue arrangements entered into or materially modified on or after April 1, 2011. Earlier application is permitted with required transition disclosures based on the period of adoption. The Company is currently evaluating the application date and the impact of this standard on its financial statements.

4. DEPOSITS AND OTHER RECEIVABLES

Deposits and other receivables consist of the following:

	As of December 31,
	2009		2008

Prepaid operating expenses	$	17,208	$	11,749
Deposits		-		46

	$	17,208	$	11,795

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UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

5. PLANT AND EQUIPMENT

Plant and equipment consist of the following:

	As of December 31,
	2009			2008

Furniture, fitting and office equipment	$	107,329		$	61,214
Computer and broadcasting equipment		283,272			262,617
Exchange translation difference		1,875			2,086
		392,476			325,917
Less: accumulated depreciation		(164,493	)		(89,588	)
Less: exchange translation difference		(418	)		(497	)

Plant and equipment, net	$	227,565		$	235,832

Depreciation expense for the years ended December 31, 2009 and 2008 was $74,905 and $57,293, respectively.

6. INTANGIBLE ASSET

During the fiscal year 2008, the Company tested for impairment in accordance with ASC Topic 360-10-5. Based on the results of the Company's discounted cash flows calculation, the Company evaluated whether or not there was an impairment loss by comparing the fair value of the intangible asset to its carrying value. Since the carrying value of the intangible asset exceeded its fair value, the Company recognized an impairment loss of $166,908 for the year ended December 31, 2008.

7. AMOUNT DUE TO AND NOTE PAYABLE TO A SHAREHOLDER

(a) Amount due to a shareholder

As of December 31, 2009 and 2008, the balances totaling $1,914,513 and $1,094,211 represented temporary advances for working capital purposes from a major shareholder, Mr. Samuel Tsun, which was unsecured and interest free, with no fixed terms of repayment.

(b) Note payable to a shareholder

As of December 31, 2009 and 2008, the balance due to a shareholder amounted $167,603 and $167,698, which was unsecured, interest free, with no fixed repayment term.

8. STOCKHOLDERS’ EQUITY

As a result of reverse stock split, the Company had a total of 1,996,355 shares of its common stock issued and outstanding as of December 31, 2009.

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UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

9. INCOME TAXES

For the years ended December 31, 2009 and 2008, the local (“the United States of America”) and foreign components of loss before income taxes were comprised of the following:

	Years ended December 31,
	2009			2008
Tax jurisdictions:
- Local	$	-		$	-
- Foreign		(766,976	)		(843,104	)
Loss before income taxes	$	(766,976	)	$	(843,104	)

The provision for income taxes consisted of the following:

	Years ended December 31,
	2009		2008
Current:
- Local	$	-	$	-
- Foreign		-		-

Deferred:
- Local		-		-
- Foreign		40,966		-
Provision for income taxes	$	40,966	$	-

The Company generated an operating loss for the years ended December 31, 2009 and 2008 and did not record income tax expense. The Company has operations in various countries and is subject to tax in the jurisdictions in which they operate, as follows:

United States of America

UOLI is registered in the State of Nevada and is subject to United States of America tax law. No provision for income taxes have been made as UOLI has generated no taxable income for reporting years.

British Virgin Island

Under the current BVI law, the Company’s subsidiary, PCL is not subject to income taxes.

Hong Kong

The Company’s subsidiary, Uonlive is subject to Hong Kong Profits Tax at the statutory rate of 16.5% on its assessable income for the years ended December 31, 2009 and 2008, respectively. For the years ended December 31, 2009 and 2008, Uonlive incurred an operating loss of $572,408 and $668,706 for income tax purposes.

For the year ended December 31, 2009, the Company has written off the deferred tax assets of $40,966 relating to net operating loss carryforwards from Hong Kong tax regime, because management believes it is more likely than not that the deferred tax assets will not be fully realizable in the future.

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UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The following table sets forth the significant components of the aggregate net deferred tax assets of the Company as of December 31, 2009 and 2008:

	As of December 31,
	2009			2008
Deferred tax assets:
Net operating loss carryforwards	$	216,178		$	167,221
Less: valuation allowance		(216,178	)		(126,232	)
Net deferred tax assets	$	-		$	40,989

For the year ended December 31, 2009, the Company has provided for a valuation allowance of $216,178 against the deferred tax assets of $216,178 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. The valuation allowance is increased by $89,946, primarily relating to net operating loss carryforwards from the foreign tax regime.

10. NET LOSS PER SHARE

Basic net income per share is computed using the weighted average number of the ordinary shares outstanding during the year. Diluted net income per share is computed using the weighted average number of ordinary shares and ordinary share equivalents outstanding during the year. On May 15, 2009, the Company approved the 1 for 100 reverse split of its common stock. All common stock and per share data for all periods presented in the accompanying consolidated financial statements have been restated to give effect to the reverse stock split.

The following table sets forth the computation of basic and diluted net loss per share for the years indicated:

	Years ended December 31,
	2009		2008
Basic and diluted net loss per share calculation
Numerator:
Net loss in computing basic net loss per share	$	807,942	$	843,104

Denominator:
Weighted average ordinary shares outstanding		1,996,355		1,996,355

Basic and diluted net loss per share	$	0.40	$	0.42

Since the Company reported a net loss for the years ended December 31, 2009 and 2008, all potential common shares have been excluded from the computation of the dilutive net loss per share for all periods presented because the effect would have been anti-dilutive.

11. RELATED PARTY TRANSACTIONS

(a) Accounts receivable and sales – related company

For the years ended December 31, 2009 and 2008, the Company earned sales revenue of $15,480 and $15,410 from a related company, Dbtronix (Far East) Ltd., which was controlled by Mr. Samuel Tsun, a director and a major shareholder of the Company in a normal course of business.

As of December 31, 2009 and 2008, accounts receivable from a related party was amounted to $0 and $3,871.

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UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(b) IT service cost paid to a related company

For the years ended December 31, 2009 and 2008, the Company paid IT service cost of $34,055 and $17,978, respectively to the related company, which was controlled by Mr. Samuel Tsun, a director of the Company at the current market value in a normal course of business.

For the years ended December 31, 2009 and 2008, the Company paid rent charge of $89,007 and $77,048, respectively to the related company, which was controlled by Mr. Samuel Tsun, a director of the Company at the current market value in a normal course of business.

12. CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the years ended December 31, 2009 and 2008, a customer who accounts for 10% or more of the Company’s revenues and its outstanding balance as at year-end dates, are presented as follows:

	Year ended December 31, 2009					December 31, 2009
	Revenue		Percentage of revenue			Accounts receivable

Customer A, related party	$	15,480		35	%	$	-
Customer B		11,610		26	%		11,605
Customer D		13,542		31	%		-
Total:	$	40,632		92	%	$	11,605

	Year ended December 31, 2008					December 31, 2008
	Revenue		Percentage of revenue			Accounts receivable

Customer A, related party	$	15,410		50	%	$	3,871
Customer B		7,705		25	%		7,741
Customer C		7,704		25	%		-
Total:	$	30,819		100	%	$	11,612

(b) Major vendors

For the years ended December 31, 2009 and 2008, there is no vendor who accounts for 10% or more of the Company’s purchases.

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UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(d) Exchange rate risk

13. COMMITMENTS AND CONTINGENCIES

(a) Operating lease commitments

The Company rented office spaces and recording studios under several non-cancelable operating lease agreements in Hong Kong and the PRC for various terms ranging from one to three years, with fixed monthly rentals, expiring through March 2011. Costs incurred under these operating leases are recorded as rental expense and totaled approximately $97,732 and $77,048 for the years ended December 31, 2009 and 2008.

As of December 31, 2009, the future minimum rental payments due under various non-cancelable operating leases in the next two years are as follows:

Years ending December 31:
2010	$	92,842
2011		23,211

Total:	$	116,053

(b) Royalty fee commitments

The Company is committed to pay an annual fee to the Composers and Authors Society of Hong Kong Limited for music playing right on its net radio portal with a term of 2 years, expiring December 31, 2010. As of December 31, 2009, the Company has future minimum contingent payment of $11,605 in the next 12 months.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer, Tsun Sin Man Samuel (“CEO”) and Chief Financial Officer, Hui Chi Kit (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules, regulations and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2009.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

Changes in Internal Controls

During the year ended December 31, 2009 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Our Bylaws provide that we shall have that number of directors determined by the majority vote of the board of directors. Currently we have four directors. Each director will serve until our next annual shareholder meeting. Directors are elected for one-year terms. Our Board of Directors elects our officers at the regular annual meeting of the Board of Directors following the annual meeting of shareholders. Vacancies may be filled by a majority vote of the remaining directors then in office. Our directors and executive officers are as follows:

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Name	Age	Position
Tsun Sin Man Samuel	42	Chairman, Chief Executive Officer, Director
Hui Chi Kit	34	Chief Financial Officer
Wong Kin Yu Beta	29	Chief Operating Officer, Director
Carol Kwok	31	Director
Zeng Yang	26	Director

Backgrounds of Directors

Executive Officers and Directors

Mr. Tsun Sin Man Samuel, age 42, Director, Chairman & Chief Executive Officer

Mr. Tsun Sin Man Samuel, who has more than 20 year experience in the acoustic components and ultra-sonic products market, served as the Chief Executive Officer of DB Products Ltd for the period 1988 to 2008, a company specializing in the manufacturing of acoustic components. He also served as CEO of DBtronix (Far East) Ltd. Headquartered in Hong Kong, DB Products Ltd. has introduced over 4,000 models of acoustic components including Magnetic Buzzer, Piezo Element Mechanical Buzzer and speakers into the market place. He established Uonlive Limited on April 2007, which is the first online radio station in Hong Kong.

Mr. Hui Chi Kit, age 34, Chief Financial Officer

Mr. Hui Chi Kit, is the Chief Financial Officer of Uonlive Limited since April 2007. He is also the Accounts Manager of DB Products Ltd., which he joined in 1997. Mr. Hui is experienced in accounting and specializes in the manufacturing sector. Before joining DB Products, Mr. Hui was awarded the Certificate of HKCEE from the Hong Kong Education Board when he graduated from St Paul’s College.

Mr. Wong Kin Yu Beta, age 29, Chief Operating Officer, Director

Mr. Wong was appointed as Chief Operating Officer of Uonlive Ltd. He was the director of Shining Pearl (HK) Co. Ltd. and the company secretary of Hong Kong United Youth Association Ltd. for the period 2006 to 2007. Mr. Wong graduated from Jinan University and was awarded the Bachelor of Business Administration degree in 2005.

Ms. Carol Kwok, age 31, Director

Ms, Kwok has served as the Director of Administration of DODI Network Tech (Guangzhou) Limited, a company specializing in software development, starting from 2005. She graduated from the University of Aberdeen, Scotland with an M.Sc. degree in Finance & Investment Management.

Ms. Yang Zeng, age 26, Director

Ms. Zeng served as the Network Engineer of DODI network Tech (Guangzhou) Ltd. from 2005. She is currently completing a Network Engineer professional training course at Beida Jade Bird Aptech Guangzhou High-Tech Training Centre. Ms. Zeng graduated from Wuhan Military School of Economics and Management in 2004 with a major in Economics management.

Family Relationships

There are no familial relationships between our officers and directors.

Meetings of Our Board of Directors

The Registrant’s Board of Directors took all actions by unanimous written consent without a meeting during the fiscal year ended December 31, 2009.

The Registrant’s Board of Directors took all actions by unanimous written consent without a meeting during the fiscal year ended December 31, 2008.

Board Committees

Audit Committee. The Company intends to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors. The audit committee’s duties would be to recommend to the Company’s Board of Directors the engagement of independent auditors to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

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Compensation Committee. The Company intends to establish a compensation committee of the Board of Directors. The compensation committee would review and approve the Company’s salary and benefits policies, including compensation of executive officers.

Director Compensation

We have no standard arrangement pursuant to which our directors are compensated for their services in their capacity as directors. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director.

Significant Employees

Other than the directors and officer described above, we do not expect any other individuals to make a significant contribution to our business.

Involvement in Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

—	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

—	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

—	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

—	being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Code of Ethics

The Company has adopted a Code of Ethics that applies to the Company’s principal chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as well as other employees (the "Code of Ethics"), a copy of which is included as Exhibit 14.1 to our Form 10-KSB for the fiscal year ended December 31, 2005, and is incorporated herein by reference. The Code of Ethics is designed with the intent to deter wrongdoing, and to promote the following:

–	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships

–	Full, fair, accurate, timely and understandable disclosure in reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by the small business issuer

–	Compliance with applicable governmental laws, rules and regulations

–	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code

–	Accountability for adherence to the code

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership with the Commission. Specific due dates for these reports have been established, and the Company is required to report, in this Form 10-K, any failure to comply therewith during the fiscal year ended December 31, 2009. The Company believes that all of these filing requirements were satisfied by its executive officers, directors and by the beneficial owners of more than 10% of the Company’s common stock. In making this statement, the Company has relied solely on copies of any reporting forms received by it, and upon any written representations received from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed under applicable rules of the Commission.

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Item 11. Executive Compensation

Compensation Discussion and Analysis

We maintain a peer-based executive compensation program comprised of fixed and performance variable elements. The design and operation of the program reflect the following objectives:

-	Recruiting and retaining talented leadership.
-	Implementing measurable performance targets.
-	Correlating compensation directly with shareowner value.
-	Emphasizing performance based compensation, progressively weighted with seniority level.
-	Adherence to high ethical, safety and leadership standards.

Designing a Competitive Compensation Package

Recruitment and retention of leadership to manage our Company requires a competitive compensation package. Our Board of Directors emphasizes (i) fixed compensation elements of base salary that compare with our compensation peer group of companies, and (ii) variable compensation contingent on above-target performance. The compensation peer group consists of those companies in the Guangdong region that we deem to compete with our Company for executive talent. Individual compensation will vary depending on factors such as performance, job scope, abilities, tenure, and retention risk.

Fixed Compensation

The principal element of fixed compensation not directly linked to performance targets is based salary. We target the value of fixed compensation generally at the median of our compensation peer group to facilitate a competitive recruitment and retention strategy.

Incentive Compensation

Our incentive compensation programs are linked directly to earnings growth, cash flow, and total shareowner return. Annual bonuses are tied to the current year’s performance of our company. Restrictive stock awards are tied to an individual’s success in exceeding targeted results set by management.

No compensation in excess of $100,000 was awarded to, earned by, or paid to any executive officer of Uonlive Corporation during the years 2009, 2008 and 2007, except as described below. The following table and the accompanying notes provide summary information for each of the last three fiscal years concerning cash and non-cash compensation paid or accrued by our chief executive officer and other executive officers earning in excess of $100,000 for the past three years.

SUMMARY COMPENSATION TABLE

Name of officer	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonquali- fied Deferred Compen- sation	All Other Compen- sation	Total

William Tsang (1)	2009	Nil	-	-	-	-	-	-	Nil
	2008	Nil	-	-	-	-	-	-	Nil
	2007	150,000							150,000
C.M. Chan (2)	2009	Nil	-	-	-	-	-	-	Nil
	2008	Nil	-	-	-	-	-	-	Nil
	2007	26,419							26,419
Cheung Chi Ho (3)	2009	Nil	-	-	-	-	-	-	Nil
	2008	12,300	-	-	-	-	-	-	12,300
	2007	20,000	-	-	-	-	-	-	20,000
Tsun Sin Man Samuel	2009	Nil	-	-	-	-	-	-	Nil
	2008	Nil	-	-	-	-	-	-	Nil
	2007	Nil							Nil
Hui Chi Kit	2009	16,500	-	-	-	-	-	-	16,500
	2008	11,500	-	-	-	-	-	-	11,500
	2007	Nil							Nil
Wong Kin Yu Beta	2009	24,500	-	-	-	-	-	-	24,500
	2008	27,000	-	-	-	-	-	-	27,000
	2007	12,200	-	-	-	-	-	-	12,200

(1) Ex-Chairman of China World Trade Corporation

(2) Ex- CEO of China World Trade Corporation

(3) Ex-CEO of Uonlive Corporation who resigned on December 9, 2008

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Option Grants in Last Fiscal Year

There were no options granted to any of the named executive officers during the year ended December 31, 2009.

During the year ended December 31, 2009, none of the named executive officers exercised any stock options.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Employment Agreements

The Company established standard employment agreements with its employee whereby each party may terminate its service to the other party with one month notice.

Equity Compensation Plan

The Company currently does not have any equity compensation plans; however the Company is currently deliberating on implementing an equity compensation plan.

Directors’ and Officers’ Liability Insurance

The Company currently does not have insurance insuring directors and officers against liability; however, the Company is in the process of investigating the availability of such insurance.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation of Directors

The Company paid service compensation of $24,500 to one of its directors during the reporting period. The Company has not paid its other directors any separate compensation in respect of their services on the board. However, in the future, the Company intends to implement a market-based director compensation program.

Change of Control

As of December 31, 2009 we had no pension plans or compensatory plans or other arrangements which provide compensation on the event of termination of employment or change in control of us.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth as of December 31, 2009, the number of shares of the Registrant’s Common Stock owned of record or beneficially by each person known to be the beneficial owner of 5% or more of the issued and outstanding shares of the Registrant’s voting stock, and by each of the Registrant’s directors and executive officers and by all its directors and executive officers as a group.

Except as otherwise specified below, the address of each beneficial owner listed below is 5/F, Guangdong Finance Building, 88 Connaught Road West, Hong Kong, People’s Republic of China.

Title of Class	Name	Number of Shares Owned (1)			Percent of Voting Power (2)

Other Principal Stockholders (5%)

Common	William Tsang		217,880			10.9	%
Common	Oxford Global Capital Limited		550,000	(3)		27.6	%
Common	Continental Worldwide Holdings Limited		100,000	(6)		5.0	%

Directors and Executive Officers

Common	Tsun Sin Man Samuel, Chairman, CEO and Director		700,000	(4)		35.1	%
Common	Wong Kin Yu Beta, COO and Director		0			0	%
Common	Hui Chi Kit, CFO		0			0	%
Common	Carol Kwok, Director		0			0	%
Common	Yang Zeng, Director		150,000	(5)		7.5	%

Common	All Officers and Directors as a Group (5 persons)		850,000			42.6	%

(1)

Except as otherwise indicated, the shares are owned of record and beneficially by the persons named in the table.

(2)

Based on 1,996,355 shares of common stock issued and outstanding.

(3)

Wanjun Guo is the indirect beneficial owner of the 550,000 shares of common stock of the Registrant through Oxford Global Capital Limited, of which Mr. Guo is the beneficial owner of 100% of its share capital.

(4)

Mr. Tsun is the indirect beneficial owner of the 700,000 shares of common stock of the Registrant through Dragon Ace Global Limited, of which Mr. Tsun is the beneficial owner of 80% of its share capital.

(5)

Ms. Yang is the indirect beneficial owner of the 150,000 shares of common stock of the Registrant through Stanford Global Capital Limited, of which Ms. Yang is the beneficial owner of 100% of its share capital.

(6)

Ms. Kwok Sim Ching is the indirect beneficial owner of the 100,000 shares of common stock of the Registrant through Continental Worldwide Holdings Limited of which Ms. Kwok is the beneficial owner of 100% of its share capital.

Item 13. Certain Relationships and Related Transactions, and Director Independence

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 1,500,000 shares of common stock of the Company and 500,000 shares of Series A Convertible Preferred Stock, resulting in Parure Capital becoming a wholly owned subsidiary of the Company and Uonlive becoming an indirect wholly owned subsidiary of the Company.

In connection with the Exchange Agreement, the Company transferred the capital stock of Virtual Edge Limited, a British Virgin Islands corporation, China World Trade Corporation, a British Virgin Islands corporation, China Chance Enterprises Limited, a British Virgin Islands corporation, and Rainbow Wish Ltd., a British Virgin Islands corporation, to Top Speed Technologies Ltd., a British Virgin Islands corporation which is wholly owed by William Tsang, the former Chairman and President of the Company. The corporations whose stock was transferred represented all of the assets and liabilities of the Company, and contain viable, ongoing businesses. No fairness opinion was sought by the Board of Directors with respect to the transfers and no appraisals were sought by the Board of Directors with respect to the assets indirectly transferred.

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Except for the transactions described above, there are no proposed transactions and no transactions during the past two years to which the Company was (or is) a party, and in which any officer, director, or principal stockholder, or their affiliates or associates, was also a party.

The amounts due to related parties represent unsecured advances which are interest-free and repayable on demand.

Director Independence

Our securities are quoted on the OTC Bulletin Board, which does not have any director independence requirements. Once we engage further directors and officers, we will develop a definition of independence and scrutinize our Board of Directors with regard to this definition.

Item 14. Principal Accounting Fees and Services

Fees Billed For Audit and Non-Audit Services

The following table represents the aggregate fees billed for professional audit services rendered by the accounting firm of ZYCPA Company Limited, our current independent auditor, and all fees billed for other services rendered by the said firms during those years.

Year Ended December 31	2009		2008

Audit Fees (1)		46,000		46,000
Audit-Related Fees (2)		-		-
Tax Fees (3)		-		-
All Other Fees (4)		-		-
Total Accounting Fees and Services		46,000		46,000

(1)	Audit Fee. These are fees for professional services for the audit of the Company's annual financial statements, and for the review of the financial statements included in the Company's filings on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)	Audit-Related Fee. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of the Company's financial statements.

(3)	Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.

(4)	All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.

Pre-Approval Policy for Audit and Non-Audit Services

The Company implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our Board of Directors, performing the duties of the Audit Committee, reviews all audit and non-audit related fees at least annually. The Board of Directors as the Audit Committee pre-approved all audit related services in the year ended December 31, 2009.

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) (1) Financial Statements

See “Table of Contents to Consolidated Financial Statements” set forth on page 16.

(a) (2) Financial Statement Schedules

None. The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or related notes thereto.

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(a) (3) Exhibits

Exhibit Number	Exhibit Description
2.1	Share Exchange Agreement by and among CWTD, Tsang, Uonlive, Tsun, Hui and Parure Capital, dated March 28, 2008 (1)
2.2	Sale and Purchase Agreement among CWTD, Top Speed Technologies Ltd and Tsang, dated March 28, 2008 (1)
3.1	Articles of Incorporation of the Company(2)
3.2	By-laws of the Company (2)
14.1	Code of Ethics (3)
21.1	List of Subsidiaries
	Parure Capital Limited, a corporation organized and existing under the laws of the British Virgin Islands
	Uonlive Limited, a corporation organized and existing under the laws of Hong Kong SAR of the People’s Republic of China
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)

(1)	Included as an exhibit to our Form 8-K filed with the Commission on April 4, 2008.
(2)	Incorporated by reference from Exhibit 3.1 to CWTD’s Registration Statement on Form 10-SB filed with the Commission on May 18, 1999.

(3)	Incorporated by reference from Exhibit 14.1 to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005.
(4)	Filed herewith.

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SIGNATURES

In accordance with the Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UONLIVE CORPORATION

Date: March 29, 2010	By:	/s/ Tsun Sin Man Samuel
		Tsun Sin Man Samuel
		Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/ Tsun Sin Man Samuel	Chairman, Chief Executive Officer and Director	March 29, 2009
Tsun Sin Man Samuel
/s/ Hui Chi Kit	Chief Financial Officer	March 29, 2009
Hui Chi Kit
/s/ Wong Kin Yu Beta	Chief Operating Officer and Director	March 29, 2009
Wong Kin Yu Beta
/s/ Carol Kwok	Director	March 29, 2009
Carol Kwok
/s/ Zeng Yang	Director	March 29, 2009
Zeng Yang