Kuber Resources Corp - Quarter Report: 2009 June (Form 10-Q)

uolvq.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2009

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b - 2 of the Exchange Act) Yes ¨No x

Commission File Number 0-26119

UONLIVE CORPORATION

(Exact name of Registrant as specified in its charter)

Nevada		87-0629754
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

5/F, Guangdong Finance Building

88 Connaught Road West, Hong Kong

(Address of principal executive offices)

(011) (852) 2116-3560

(Registrant's telephone number)

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

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

Large Accelerated Filer o Accelerated Filer o Non-accelerated Filer x Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: June 30, 2009, 199,565,923 shares.

UONLIVE CORPORATION

Form 10-Q for the period ended June 30, 2009

TABLE OF CONTENTS

			Page

PART I - FINANCIAL INFORMATION

	ITEM 1 - FINANCIAL STATEMENTS

		Condensed Consolidated Balance Sheets as of June 30, 2009 (Unaudited) and December 31, 2008	3

		Condensed Consolidated Statements of Operations And Comprehensive Loss for the three and six months ended June 30, 2009 and 2008 (Unaudited)	4

		Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008 (Unaudited)	5

		Condensed Consolidated Statement of Stockholders’ Deficit for the six months ended June 30, 2009	6

		Notes to Condensed Consolidated Financial Statements	7 - 15

	ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		16

	ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		18

	ITEM 4 - CONTROLS AND PROCEDURES		19

	ITEM 4T – INTERNAL CONTROL OVER FINANCIAL REPORTING		19

PART II - OTHER INFORMATION

	ITEM 6 - EXHIBITS		19

		SIGNATURES	20

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UONLIVE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2009 AND DECEMBER 31, 2008

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

	June 30, 2009			December 31, 2008
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	25,740		$	100
Accounts receivable		8,774			7,741
Accounts receivable, related party		-			3,871
Deposits and other receivables		11,750			11,795

Total current assets		46,264			23,507

Non-current assets:
Intangible asset, net		-			-
Plant and equipment, net		265,651			235,832
Deferred tax asset		40,991			40,989

TOTAL ASSETS	$	352,906		$	300,328

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	22,503		$	28,214
Amount due to a shareholder		1,548,516			1,094,211

Total current liabilities		1,571,019			1,122,425

Non-current liabilities:
Note payable to a shareholder		167,705			167,698

TOTAL LIABILITIES		1,738,724			1,290,123

Stockholders’ deficit:
Series A, Convertible preferred stock, $0.001 par value; 10,000,000 shares authorized, 500,000 shares issued and out outstanding as of June 30, 2009 and December 31, 2008		500			500
Common stock, $0.001 par value; 200,000,000 shares authorized; 199,565,923 shares issued and outstanding as of June 30, 2009 and December 31, 2008		199,566			199,566
Accumulated deficit		(1,580,943	)		(1,185,094	)
Accumulated other comprehensive loss		(4,941	)		(4,767	)

Total stockholders’ deficit		(1,385,818	)		(989,795	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	352,906		$	300,328

See accompanying notes to the condensed consolidated financial statements.

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UONLIVE CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008

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

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008

REVENUES, NET
- Related party	$	3,871		$	3,844		$	7,739		$	15,389
- Non-related party		7,391			-			11,260			-

Total revenues, net		11,262			3,844			18,999			15,389

COST OF REVENUE (exclusive of depreciation)		(9,927	)		(10,373	)		(19,850	)		(11,785	)

GROSS PROFIT (LOSS)		1,335			(6,529	)		(851	)		3,604

Operating expenses:
Sales and marketing		-			4,391			1,543			13,392
General and administrative		202,019			210,083			393,455			329,233

Total operating expenses		202,019			214,474			394,998			342,625

LOSS BEFORE INCOME TAXES		(200,684	)		(221,003	)		(395,849	)		(339,021	)

Income tax expense		-			(7	)		-			25,430

NET LOSS	$	(200,684	)	$	(221,010	)	$	(395,849	)	$	(313,591	)

Other comprehensive income:
- Foreign currency translation gain		(40	)		2,164			(174	)		1,475

COMPREHENSIVE LOSS	$	(200,724	)	$	(218,846	)	$	(396,023	)	$	(312,116	)

Net loss per share – basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding during the period – basic and diluted		199,565,923			199,565,923			199,565,923			199,565,923

See accompanying notes to the condensed consolidated financial statements.

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UONLIVE CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

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

(Unaudited)

	Six months ended June 30,
	2009			2008

Cash flow from operating activities:
Net loss	$	(395,849	)	$	(313,591	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		29,541			27,283
Deferred tax asset		-			(25,430	)
Changes in operating assets and liabilities:
Accounts receivable		2,837			10,260
Deposits and other receivables		45			-
Accounts payable and accrued liabilities		(5,710	)		(4,247	)
Net cash used in operating activities		(369,136	)		(305,725	)

Cash flows from investing activities:
Cash from reverse acquisition		-			100
Purchase of plant and equipment		(59,341	)		(38,883	)
Net cash used in investing activities		(59,341	)		(38,783	)

Cash flows from financing activities:
Amount due to a director		454,108			528,831
Amount due to related company		-			(57,711	)
Net cash provided by financing activities		454,108			471,120

Effect of exchange rate change on cash and cash equivalents		9			1,158

NET CHANGE IN CASH AND CASH EQUIVALENTS		25,640			127,770

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

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	25,740		$	177,770

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

See accompanying notes to the condensed consolidated financial statements

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UONLIVE CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2009

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

(Unaudited)

	Series A Convertible preferred stock				Common stock							Accumulated other			Total
	No. of Shares		Amount		No. of shares		Amount		Accumulated deficit			comprehensive loss			stockholders' deficit

Balance as of January 1, 2009		500,000	$	500		199,565,923	$	199,566	$	(1,185,094	)	$	(4,767	)	$	(989,795	)

Loss for the period		-		-		-		-		(395,849	)		-			(395,849	)

Foreign currency translation adjustment		-		-		-		-		-			(174	)		(174	)

Balance as of June 30, 2009		500,000	$	500		199,565,923	$	199,566	$	(1,580,943	)	$	(4,941	)	$	(1,385,818	)

See accompanying notes to the condensed consolidated financial statements

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UONLIVE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE－1 BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the consolidated balance sheet as of December 31, 2008 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended June 30, 2009 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2009 or for any future periods.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2008.

NOTE－2 DESCRIPTION OF BUSINESS AND ORGANIZATION

Uonlive Corporation (“UOLV” or the “Company”) was incorporated under the laws of the State of Nevada on January 29, 1998 as 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.

UOLV, 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.

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

NOTE－3 GOING CONCERN UNCERTAINTIES

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

As of June 30, 2009, the Company had incurred a net operating loss of $395,849 and the stockholders’ deficit of $1,580,943. 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 the 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 condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

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UONLIVE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE－4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

l	Basis of presentation

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

l	Use of estimates

In preparing these condensed 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 period reported. Actual results may differ from these estimates.

l	Basis of consolidation

The condensed consolidated financial statements include the financial statements of UOLV and its subsidiaries.

All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

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 six months ended June 30, 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.

Depreciation expense for the three and six months ended June 30, 2009 and 2008 was $11,026, $29,541 and $12,832, $27,283, respectively.

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UONLIVE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE－4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

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 Statement of Financial Accounting Standard ("SFAS") No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), if an intangible asset is determined to have an indefinite useful life, it should not be amortized until its useful life is determined to be no longer indefinite. The asset’s remaining useful life should be reviewed each reporting period. If such an asset is later determined to have a finite useful life, the asset should be tested for impairment. That asset should then be amortized prospectively over its estimated remaining useful life and accounted for in the same way as intangible assets subject to amortization. An intangible asset that is not subject to amortization should be tested for impairment at least annually.

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

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 the SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset.

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.

l	Income taxes

The Company accounts for income tax using SFAS No. 109 “Accounting for Income Taxes”, which requires the asset and liability approach for financial accounting and reporting for income taxes. Under this approach, deferred income taxes are provided for the estimated future tax effects attributable to temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, and for the expected future tax benefits from loss carry-forwards and provisions, if any. Deferred tax assets and liabilities are measured using the enacted tax rates expected in the years of recovery or reversal and the effect from a change in tax rates is recognized in the statement of operations and comprehensive (loss) income in the period of enactment. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized.

The Company also adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. In accordance with FIN 48, the Company also adopted the policy of recognizing interest and penalties, if any, related to unrecognized tax positions as income tax expense. For the period ended June 30, 2009 and 2008, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2009, 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.

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UONLIVE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE－4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

l	Net loss per share

The Company calculates net loss per share in accordance with SFAS No. 128, “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 Comprehensive loss

SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

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 condensed consolidated statement of operations.

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

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with SFAS No. 52, “Foreign Currency Translation”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ deficit.

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

	Six months ended June 30,
	2009		2008
Period-end rates HK$:US$1 exchange rate		7.7504		7.7503
Average rates HK$:US$1 exchange rate		7.7530		7.8000

l	Fair value of financial instruments

The Company values its financial instruments as required by SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”. The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, deposits and other receivables, amounts due to a shareholder, accounts payable and accrued liabilities.

As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective period end.

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UONLIVE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE－4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

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	Segment reporting

SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company operates in one reportable segment.

l	Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In April 2009, the Financial Accounting Standards Board (“FASB”) issued FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments.” This FSP amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” and Accounting Principles Board (“APB”) Opinion No. 28, “Interim Financial Reporting.” (“FAS 107”) This FSP requires publicly-traded entities to disclose in the body or in the accompanying notes of its summarized financial information for interim reporting periods and in its financial statements for annual reporting periods, the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position, as required by FAS 107. This FSP is effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted FSP FAS 107-1 and APB 28-1 for the period ending June 30, 2009.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“FAS 165”), which establishes general standards of accounting for, and requires disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted the provisions of FAS 165 for the quarter ended June 30, 2009. The adoption of FAS 165 did not have a material effect on the consolidated financial statements.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140” (“FAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. FAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt FAS 166 in fiscal 2010 and is evaluating the impact it will have on the consolidated results of the Company.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“FAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. FAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt FAS 167 in fiscal 2010 and is evaluating the impact it will have on the consolidated results of the Company.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification ™ and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162” (“FAS 168”). FAS 168 replaces SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” and establishes the “FASB Accounting Standard Codification ™ ” (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles in the United States. All guidance contained in the Codification carries an equal level of authority. On the effective date of FAS 168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. FAS 168 will be effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has evaluated this new statement, and has determined that it will not have a significant impact on the determination or reporting of the financial results.

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UONLIVE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE－5

AMOUNT DUE TO A SHAREHOLDER

As of June 30, 2009 and December 31, 2008, the amounts of $1,548,516 and $1,094,211 represented temporary advances for working capital purposes from a major shareholder, Mr. Samuel Tsun, which were unsecured, interest free and has no fixed terms of repayment.

NOTE－6 INCOME TAXES

The Company generated an operating loss for the period ended June 30, 2009 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

UOLV is registered in the State of Nevada and is subject to the tax laws of United States of America and has no operation for the period ended June 30, 2009.

British Virgin Island

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

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 period ended June 30, 2009 and December 31, 2008, respectively. For the period ended June 30, 2009, Uonlive incurred an operating loss of $302,813 for income tax purposes. For the six months ended June 30, 2009, the Company has provided for a valuation allowance of $166,720 against the deferred tax assets of $207,711 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 following table sets forth the significant components of the aggregate net deferred tax assets of the Company as of June 30, 2009 and December 31, 2008:

	June 30, 2009			December 31, 2008
Deferred tax assets:
Net operating loss carryforwards	$	207,711		$	167,221
Less: valuation allowance		(166,720	)		(126,232	)
Net deferred tax assets	$	40,991		$	40,989

For the six months ended June 30, 2009, the valuation allowance increased by $40,488, primarily relating to net operating loss carryforwards from the foreign tax regime.

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UONLIVE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE－7 RELATED PARTY TRANSACTIONS

(a) Accounts receivable and sales – related company

For the six months ended June 30, 2009 and 2008, the Company earned sales revenue of $7,739 and $15,389 from Dbtronix (Far East) Ltd., which was controlled by Mr. Samuel Tsun, a director and shareholder of the Company in a normal course of business.

As of June 30, 2009 and December 31, 2008, accounts receivable from a related party was amounted to $0 and $3,871.

(b) Amounts due to a shareholder

As of June 30, 2009 and December 31, 2008, the balance due to a shareholder totaling $1,548,516 and $1,094,211 represented temporary advance for working capital purpose, which was unsecured, interest free and had no fixed repayment term.

As of June 30, 2009 and December 31, 2008, the balance due to a shareholder is $167,705 and $167,698 which was unsecured, interest free and had no fixed repayment term.

(d) IT service cost paid to a related company

For the six months ended June 30, 2009 and 2008, the Company paid IT service cost of $17,026 and $3,095, 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.

(e) Rent charge paid to a related company

For the six months ended June 30, 2009 and 2008, the Company paid rent charge of $42,564 and $38,474 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.

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UONLIVE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE－8 CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the three and six months ended June 30, 2009 and 2008, customers who account for 10% or more of revenues and their outstanding balances as at period-end dates, are presented as follows:

	Three months ended June 30, 2009					June 30, 2009
	Revenue		Percentage of revenue			Accounts receivable

Customer A	$	3,870		34	%	$	-
Customer B		2,489		22	%		-
Customer C		3,870		34	%		7,742
Total:	$	10,229		90	%	$	7,742

	Six months ended June 30, 2009					June 30, 2009
	Revenue		Percentage of revenue			Accounts receivable

Customer A	$	7,739		41	%	$	-
Customer B		2,489		13	%		-
Customer C		7,739		41	%		7,742
Total:	$	17,967		95	%	$	7,742

For the three and six months ended June 30, 2008, 100% of the Company’s revenues were derived from a single customer located in Hong Kong. As of June 30, 2008, there is no trade receivable outstanding.

(b) Major vendors

For the three and six months ended June 30, 2009 and 2008, there is no vendor who accounts for 10% or more of the cost of service.

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

(d) Exchange rate risk

The 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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UONLIVE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE－9 COMMITMENTS AND CONTINGENCIES

(a) Operating lease commitments

The Company rented office spaces under a non-cancelable operating lease agreement in Hong Kong for periods of 3 years, with fixed monthly rentals, expiring in March 2011. Costs incurred under these operating leases are recorded as rental expense and totaled approximately $42,564 and $38,474 for the six months ended June 30, 2009 and 2008.

As of June 30, 2009, the future minimum annual operating lease payments are as follows:

Years ending June 30:
2010		98,691
2011		69,674

Total	$	168,365

(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 June 30, 2009, the Company has future minimum contingent payment of $10,322 in the next 12 months.

NOTE－10 COMPARATIVE FIGURES

Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation.

NOTE－11 SUBSEQUENT EVENT

On June 17, 2009, the Company filed a Definitive Schedule 14C with the Commission and on June 26, 2009 mailed the Information Statement to shareholders in accordance with Rule 14C-2 in connection with a 1:100 reverse stock split. The reverse stock split has not yet become effective with NASDAQ, although it was authorized by the Company’s board of directors and majority shareholders.

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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

THIS REPORT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS ABOUT OUR OPERATIONS. THE READER SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE FORWARD LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.

OVERVIEW

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

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

As a result, 49,565,923 shares of the Company’s common stock were outstanding immediately prior to the closing of the Share Exchange, and 199,565,923 shares of the Company’s common stock were outstanding immediately after the closing of the Share Exchange. In addition, 500,000 shares of Series A Convertible Preferred Stock were outstanding immediately after the closing of the Share Exchange. Of these shares, approximately 26,355,874 shares represented the Company’s “public float” prior to and after the Share Exchange. The 150,000,000 shares of common stock and 500,000 shares of Series A Convertible Preferred Stock issued in the Share Exchange were issued in reliance upon an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The shares in the public float will continue to represent the shares of the Company’s common stock held for resale without further registration by the holders thereof. After the Share Exchange, Uonlive becomes our operating subsidiary.

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

Uonlive is the abbreviation for “You Are on Live”, which means no matter where you live around the world, Uonlive’s information can be transmitted to you. With online radio, there are no geographic boundaries.

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

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

In addition, Uonlive provides professional training courses to DJs. It is committed to developing new radio personalities by providing professional and systematic training programs. After completion of the courses, the participants are qualified to take part in large-scale activities and ceremonies. Such opportunities work for the mutual benefit of the online station and the participant. Currently, Uonlive has over 50 DJs hosting online radio programs. Currently Uonlive has over 40 diversified programs, which operate 24-hours a day. No matter when and where, listeners can hear Uonlive voices anytime.

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

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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.

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 discussion should be read in conjunction with the unaudited consolidated Financial Statements of the Company for the three-month period ended June 30, 2009 and 2008 and related notes thereto.

THREE-MONTH PERIOD ENDED JUNE 30, 2009 COMPARED TO THREE-MONTH PERIOD ENDED JUNE 30, 2008

Operating Revenue

We recorded a total of $11,262 consolidated revenue for the three-month period ended June 30, 2009 compared to $3,844 for the same corresponding period in 2008. The increase was mainly due to new business solicited by our sales team. The consolidated gross profit for the three-month period ended June 30, 2009 recorded at $1,335, which accounted for 11.8% of total revenue, or an increase of 120.4%, compared to a gross loss of $6,529 for the same corresponding period in 2008.

Operating Expenses

Operating expenses for the three-month period ended June 30, 2009 decreased to $202,019 from $214,474 in the corresponding period of 2008, or 1,793% of the total revenue, which was mainly from general and administrative expenses. The general and administrative expense included approximately $52,000 of salaries expense and labor charge, approximately $25,300 of rental expense, approximately $34,900 of consulting fees, approximately $29,600 depreciation expenses, approximately $49,800 of professional fees and approximately $34,600 of computer system maintenance expense.

Impairment and Depreciation

During the three-month period ended June 30, 2009, we incurred $11,000 of depreciation expenses and nil of impairment charges relating to online radio technology compared to $27,200 and nil for the same corresponding period in 2008.

Net Loss/ Comprehensive Loss

We incurred a net loss of $200,684 for the three-month period ended June 30, 2009, comparing to $221,010 for the corresponding period in the year 2008.

We accounted for a comprehensive loss of $40 for the three-month period ended June 30, 2009 comparing to a comprehensive profit of $2,164 for the same corresponding period in the year of 2008, which was due to foreign exchange gain.

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SIX-MONTH PERIOD ENDED JUNE 30, 2009 COMPARED TO SIX-MONTH PERIOD ENDED JUNE 30, 2008

Operating Revenue

We recorded a total of $18,999 consolidated revenue for the period ended June 30, 2009 compared to $15,389 for the same corresponding period in 2008, an increase of 23.5%. The increase was mainly due to increased sales to the customers and an increase in the number of clients.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the period ended June 30, 2009 increased by $52,373 to $394,998, or 2,079% of the total revenue, which consisted of approximately $1,500 for sales and marketing expenses or 7.9% of revenue. Approximately $393,400 or 2,071% of revenue accounted for general and administrative expenses, an increase of approximately $64,000 compared to the same corresponding period in 2008. The general and administrative expense included approximately $121,100 of salaries expense, approximately $47,000 of rental expense, approximately $78,900 of consultancy fees, approximately $62,200 of professional fees and approximately $59,000 of computer system maintenance expense.

Impairment and Depreciation

During the reporting period, we incurred approximately $29,600 for depreciation expenses.

Net Loss/ Comprehensive Income (loss)

We incurred a net loss of approximately $395,800 for the period ended June 30, 2009, an increase of approximately $56,800 from the corresponding period in the year 2008. We accounted for a minimum comprehensive loss of approximately $174 for the period ended June 30, 2009 compared to a comprehensive income of $ 1,475 for the same corresponding period in the year of 2008.

LIQUIDITY AND CAPITAL RESOURCES

During the period ended June 30, 2009, net cash used in operating activities was $369,136, which included a net loss of $395,849, use in depreciation of approximately $29,500, and a decrease in accounts receivable of approximately $2,800, which was offset by the increase in accounts payable of approximately $5,700. We accounted net cash used in investing activities of $59,341, which was used to purchase plant and equipment. Net cash provided by financing activities accounted for $454,108, which was an amount due to a shareholder.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Credit Risk

Exchange Rate Risk

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ITEM 4 - CONTROLS AND PROCEDURES

The Chief Executive Officer and Chief Financial Officer (the principal executive officer and principal financial officer, respectively) of the Company have concluded, based on their evaluation as of June 30, 2009, that the design and operation of the Company's "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")) are effective to ensure that information required to be disclosed in the reports filed or submitted by the Company under the Exchange Act is accumulated, recorded, processed, summarized and reported to the management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding whether or not disclosure is required.

During the quarter ended June 30, 2009, there were no changes in the internal controls of the Company over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the internal controls of the Company over financial reporting.

ITEM 4T – INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of June 30, 2009.

There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS

31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

32.1	Certification of the Company's Chief Executive Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UONLIVE CORPORATION

(Registrant)

August 11, 2009	/s/ Tsun Sin Man Samuel
	Tsun Sin Man Samuel
	Chief Executive Officer and Director
	(Principal Executive Officer)


August 11, 2009	/s/ Hui Chi Kit
	Hui Chi Kit
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

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