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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10 - QSB
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QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934.
333-39208
(Commission File Number)
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended March 31, 2007.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD ________.
COL China Online International Inc.
-----------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 52-2224845
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(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
3176 South Peoria Court, Suite 100
Aurora, Colorado, 80014
-----------------------
(Address of principal executive offices including zip code)
(303) 695-8530
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(Small Business Issuer telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the 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
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Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
As of May 15, 2007, the registrant had outstanding 50,155,000 shares of its
common stock, par value $.001.
Transitional Small Business Disclosure Format (Check One):
Yes No X
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COL China Online International Inc.
REPORT ON FORM 10-QSB
For the Period Ended December 31, 2006
Table of Contents
Page No.
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements:
Condensed Consolidated Balance Sheets as of March 31, 2007
(unaudited) and June 30, 2006 2
Condensed Consolidated Statements of Operations for
the three months ended March 31, 2007 and 2006 (unaudited) 3
Condensed Consolidated Statements of Operations for
the nine months ended March 31, 2007 and 2006 (unaudited) 4
Condensed Consolidated Statements of Cash Flows for
the nine months ended March 31, 2007 and 2006 (unaudited) 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3 Controls and Procedures 11
PART II. OTHER INFORMATION
Item 1 Legal Proceedings 11
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3 Defaults Upon Senior Securities 11
Item 4 Submissions of Matters to a Vote of Security Holders 11
Item 5 Other Information 11
Item 6 Exhibits 12
Signature Page 12
Exhibit 31.1 Certification
Exhibit 32.1 Certification
See accompanying notes to these consolidated financial statements
Page 1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COL CHINA ONLINE INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2007 (unaudited) JUNE 30, 2006
-------------------------------- -------------
(US$)
(Illustrative Only) (Rmb) (Rmb)
ASSETS
- ------
CURRENT ASSETS:
Cash 26,972 208,788 200,238
Accounts receivable, net of an allowance for
doubtful accounts 9,678 74,915 17,110
Deposits and other receivables 63,225 489,421 506,948
----------- ----------- -----------
Total current assets 99,875 773,124 724,296
PROPERTY, OFFICE SPACE AND
EQUIPMENT, net of accumulated depreciation
Rmb12,532,789 (US$1,619,035) 21,670 167,745 230,716
----------- ----------- -----------
TOTAL ASSETS 121,545 940,869 955,012
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
- ----------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses 91,296 706,712 943,184
Taxes payable 26,183 202,678 234,386
----------- ----------- -----------
Total current liabilities 117,479 909,390 1,177,570
NON-CURRENT LIABILITIES:
Payable to majority stockholder 10,330,265 79,965,545 78,678,141
Other loan -- -- 150,000
----------- ----------- -----------
Total non-current liabilities 10,330,265 79,965,545 78,828,141
STOCKHOLDERS' DEFICIENCY:
Common stock, US$0.001 par value, 100,000,000
shares authorized, 50,155,000 shares
issued and outstanding 50,155 408,864 408,864
Additional paid-in capital 146,507 1,214,118 1,214,118
Accumulated deficit (10,663,281) (82,543,401) (81,131,250)
Other comprehensive income 140,420 986,353 457,569
----------- ----------- -----------
Total stockholders' deficiency (10,326,199) (79,934,066) (79,050,699)
----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY 121,545 940,869 955,012
=========== =========== ===========
See accompanying notes to these consolidated financial statements
Page 2
COL CHINA ONLINE INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED
-------------------------------------------------------------
MARCH 31, 2007 MARCH 31, 2006
------------------------------------ --------------
(US$)
(Illustrative Only) (Rmb) (Rmb)
NET REVENUES:
Telecommunication 30,221 233,937 398,537
Marketing fee - PIERS 35,677 276,173 528,321
----------- ----------- -----------
Total revenues 65,898 510,110 926,858
COST OF SALES:
Telecommunication (2,004) (15,510) (230,567)
Marketing fee - PIERS (4,586) (35,500) (211,546)
----------- ----------- -----------
(6,590) (51,010) (442,113)
----------- ----------- -----------
Gross margin 59,308 459,100 484,745
OPERATING EXPENSES:
General and administrative (126,347) (978,051) (1,291,442)
Amortization and depreciation (2,703) (20,922) (126,186)
----------- ----------- -----------
Total operating expenses (129,050) (998,973) (1,417,628)
----------- ----------- -----------
OPERATING LOSS (69,742) (539,873) (932,883)
Rental income 35,200 272,477 --
Other income 29 222 729
----------- ----------- -----------
LOSS BEFORE MINORITY INTEREST (34,513) (267,174) (932,154)
Minority interest -- -- --
----------- ----------- -----------
NET LOSS (34,513) (267,174) (932,154)
=========== =========== ===========
COMPREHENSIVE LOSSES (34,513) (267,174) (932,154)
=========== =========== ===========
BASIC AND FULLY DILUTED NET LOSS PER SHARE (0.001) (0.005) (0.019)
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON STOCK 50,155,000 50,155,000 50,155,000
=========== =========== ===========
See accompanying notes to these consolidated financial statements
Page 3
COL CHINA ONLINE INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE NINE MONTHS ENDED
---------------------------------------------------------
MARCH 31, 2007 MARCH 31, 2006
--------------------------------- --------------
(US$)
(Illustrative Only) (Rmb) (Rmb)
NET REVENUES:
Telecommunication 236,994 1,855,978 1,402,676
Marketing fee - PIERS 76,945 601,709 607,031
----------- ----------- -----------
Total revenues 313,939 2,457,687 2,009,707
COST OF SALES:
Telecommunication (123,527) (966,897) (965,320)
Marketing fee - PIERS (5,860) (45,570) (252,177)
----------- ----------- -----------
(129,387) (1,012,467) (1,217,497)
----------- ----------- -----------
Gross margin 184,552 1,445,220 792,210
OPERATING EXPENSES:
General and administrative (458,709) (3,593,172) (3,421,289)
Amortization and depreciation (8,048) (62,970) (375,905)
----------- ----------- -----------
Total operating expenses (466,757) (3,656,142) (3,797,194)
----------- ----------- -----------
OPERATING LOSS (282,205) (2,210,922) (3,004,984)
Rental income 101,936 797,477 --
Other income 166 1,294 1,927
----------- ----------- -----------
LOSS BEFORE MINORITY INTEREST (180,103) (1,412,151) (3,003,057)
Minority interest -- -- --
----------- ----------- -----------
NET LOSS (180,103) (1,412,151) (3,003,057)
=========== =========== ===========
COMPREHENSIVE LOSSES (180,103) (1,412,151) (3,003,057)
=========== =========== ===========
BASIC AND FULLY DILUTED NET LOSS PER SHARE (0.004) (0.028) (0.060)
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF STOCK 50,155,000 50,155,000 50,155,000
=========== =========== ===========
See accompanying notes to these consolidated financial statements
Page 4
COL CHINA ONLINE INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED
-----------------------------------------------------------
MARCH 31, 2007 MARCH 31, 2006
---------------------------------- --------------
(US$)
(Illustrative Only) (Rmb) (Rmb)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (180,103) (1,412,151) (3,003,057)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization and depreciation 8,048 62,971 375,905
Change in operating assets and
liabilities:
Increase (Decrease) in:
Accounts receivables (7,467) (57,805) 25,938
Other assets 2,264 17,527 (41,883)
(Decrease) Increase in:
Accounts payable and accrued
Expenses (30,548) (236,472) 542,877
Taxes payable (4,096) (31,708) 6,906
---------- --------------------------------
Net cash used in operating activities (211,902) (1,657,638) (2,093,314)
---------- --------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment -- -- (35,380)
---------- --------------------------------
Net cash used in investing activities -- -- (35,380)
---------- --------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from Majority Stockholder 232,259 1,815,219 1,891,511
Other loan repayment (19,378) (150,000) --
---------- --------------------------------
Net cash provided by financing activities 212,881 1,665,219 1,891,511
---------- --------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 125 969 437,056
---------- --------------------------------
NET INCREASE IN CASH 1,104 8,550 198,873
CASH, beginning of period 25,868 200,238 598,654
---------- --------------------------------
CASH, end of period 26,972 208,788 798,527
========== ================================
See accompanying notes to these consolidated financial statements
Page 5
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Company Organization and Operations
Nature of Operations - COL China Online International Inc. ("COL
International" or the "Company") was incorporated as a Delaware
corporation on February 22, 2000, for the purpose of acquiring and
conducting the engineering services and internet related business of
Migration Developments Limited, a British Virgin Islands company
("Migration"), and raising equity capital to be utilized in the
business of Migration. Beginning in approximately January 2004, the
Company focused its business on internet and telecommunication
convergence solutions and customer-specific solutions for the retail
industry.
2. Basis of Presentation
Going concern - The ability of the Company to continue operations as a
going concern is dependent upon the continuing support from Honview
International Limited ("Honview"), a former shareholder of Migration,
which is now a major stockholder of the Company, until such time as,
when or if, the combined entity of the Company and Migration achieve
profitable operations and/or additional funds are raised in future
private and public offerings.
The unaudited condensed consolidated financial statements have been
prepared by the Company, pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC"). Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been omitted pursuant to such SEC rules and regulations;
nevertheless, the Company believes that the disclosures are adequate
to make the information presented not misleading. These financial
statements have been prepared on the same basis as the annual
financial statements. These financial statements and the notes hereto
should be read in conjunction with the financial statements and notes
thereto included in the Company's Annual Report on Form 10-KSB for the
year ended June 30, 2006, which was filed on October 17, 2006 and
subsequently amended on October 20, 2006 and April 4, 2007. In the
opinion of the Company, all adjustments, including normal recurring
adjustments necessary to present fairly the financial position of the
Company as of March 31, 2007 and the results of its operations and
cash flows for the three-month and nine-month period then ended, have
been included. The results of operations for the interim period are
not necessarily indicative of the results for the full year.
The amounts included in the financial statements are presented in
Renminbi ("Rmb"), which is COL International's functional currency,
because COL International's operations are primarily located in the
People's Republic of China ("PRC"). For illustrative purposes, the
condensed consolidated balance sheet as at March 31, 2007 and
condensed consolidated statement of operations for the three months
and nine months ended March 31, 2007 and condensed consolidated
statement of cash flows for the nine months ended March 31, 2007 have
been translated into US dollars at approximately 7.7409 Rmb to the
dollar, which was the exchange rate at March 31, 2007.
3. Recently Issued Accounting Standards
There are no new accounting pronouncements for which adoption is
expected to have a material effect on the Company's condensed
consolidated financial statements.
Page 6
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4. Comprehensive Loss
The Company accounts for comprehensive loss in accordance with SFAS
No. 130, "Reporting Comprehensive Income". SFAS No. 130 establishes
standards for reporting comprehensive income and its components in
financial statements. Comprehensive income, as defined therein, refers
to revenues, expenses, gains and losses that are not included in net
income but rather are recorded directly in stockholders' equity.
Accumulated other comprehensive income for the three months period
ended March 31, 2007, respectively, represented foreign currency
translation adjustments.
5. Net Loss Per Share
Basic and diluted net loss per share is computed by dividing net loss
by the weighted average number of common stock outstanding.
Pursuant to the Company's 2000 Stock Option Plan, options may be
granted to purchase an aggregate of 4,000,000 shares of common stock
to key employees and other persons who have or are contributing to the
Company's success. As of March 31, 2007, no options had been granted
under the 2000 plan.
Page 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This document contains certain forward-looking statements that involve risks and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. When used in this document, the words "expects",
"anticipates", "intends" and "plans" and similar expressions are intended to
identify certain of these forward-looking statements. The cautionary statements
made in this document should be read as being applicable to all related
forward-looking statements wherever they appear in this document. Our actual
results could differ materially from those discussed in this document. Factors
that could cause or contribute to such difference include those discussed below
and in the Company's Annual Report on Form 10-KSB for the year ended June 30,
2006.
Overview
COL China Online International, Inc. (the "Company" or "COL International")
was formed for the purpose of acquiring and conducting the engineering services
and the internet related business of Migration Development Limited, a British
Virgin Islands company ("Migration"), and raising equity capital to be utilized
in the business of Migration.
Going concern - The ability of the Company to continue operations as a
going concern is dependent upon the continuing support from Honview
International Limited ("Honview"), a former shareholder of Migration, which is
now a major stockholder of the Company, until such time as, when or if, the
combined entity of the Company and Migration achieve profitable operations
and/or additional funds are raised in future private and public offerings.
Plan of Operations - The Company has focused and will continue to focus on
the provision of internet and telecommunication convergence solutions to its
customers. COL|Convergence, a division of the Company ("COLc"), is focused on
developing into as a provider of communication services offering tailored
solutions to multinational companies in China.
In November 2005, COLc signed an Overseas Representative Agreement ("ORA")
on a revenue sharing basis with Commonwealth Business Media, Inc. ("CBM") to
promote and market their trade data products to end users in the region of
Eastern China. Port Import Export Reporting Service ("PIERS"), a division of
CBM, is legally authorized by the U.S. Customs and Border Protection (title 19,
code of Federal Regulations, part 103.31) to collect and publish import/export
information derived from manifests of vessels calling at U.S. ports. The ORA
signed with CBM, subject to renewal upon consent by both parties, is for a
period of two years commencing from November 21, 2005. The Company may recruit
more staff should its plan of operations prove successful, of which there is no
assurance.
The Company has a negative cash flow from operating activities and is
seeking additional financing in order to satisfy its cash requirements. The
Company anticipates that it will require approximately [Rmb2,000,000] (or
approximately [US$253,000]) in financing during the next 12 months to satisfy
its cash requirements for the continued development of the Company's business
plan. The Company, through its Migration subsidiary, currently employs
approximately 30 employees in China. The Company may recruit more staff should
its plan of operations prove successful, of which there is no assurance.
Results of Operations
Three Months Ended March 31, 2007 compared to Three Months Ended March 31,
2006
Revenue for the three months ended March 31, 2007 included service
commission revenues from telecommunications of Rmb233,937 (US$30,221) compared
to services commission revenues from telecommunications of Rmb398,537 for the
three months ended March 31, 2006. The decrease is due to keen competition in
the market and no renewal of customer contracts upon completion. Revenue for the
Page 8
three months ended March 31, 2007 also included marketing fee revenues derived
from sales of the Company's trade data products on a revenue sharing basis with
CBM of Rmb276,173 (US$35,677) compared to RMB528,321 for the three moths ended
March 31, 2006. The decrease is mainly due to keen competition and piracy of
trade data products in the market.
The overall gross profits for the three months ended March 31, 2007
decreased by Rmb25,645 compared to that for the three months ended March 31,
2006 because the revenue from telecommunications and marketing fee has decreased
sharply for the three month ended March 31, 2007 compared to that for the three
months ended March 31, 2006 which is mainly due to keen competition in the
market. Additionally, the gross profits from marketing fee for the three months
ended March 31, 2007 decreased compared to that for the three months ended March
31, 2006. The decrease is due to keen competition in the market and piracy of
trade data products in the market.
The service commission revenues stem from the Company's contract with a
telecommunication services company selling IDD (IP phone) to end-users. The
Company receives telecommunication services commission income from the agent,
which is a percentage of fees from the monthly payments of end users.
The marketing revenue is derived from sales of the Company's trade data
products through its agreement with CBM. The Company contracted with CBM on
revenue sharing basis to promote and market their trade data products to end
users in the region of Eastern China.
For the three months ended March 31, 2007, the Company had other income of
Rmb222 (US$29) as compared to Rmb729 for the three months ended March 31, 2006.
"Other income" primarily represents interest income and miscellaneous income.
General and administrative costs include salaries, rent, travel other
overhead costs. For the three months ended March 31, 2007 and 2006, general and
administrative costs totaled Rmb978,051 (US$126,347) and Rmb1,219,442,
respectively. The decrease is mainly due to a decrease in salaries and staff
welfare expenses as a result of decrease in number of employees.
Amortization and depreciation expense for the three months ended March 31,
2007 and 2006 was Rmb20,922 (US$2,703) and Rmb126,186, respectively. The
decrease is primarily due to some fixed assets that were fully depreciated in
2006.
The Company has not recognized any future tax benefits resulting from its
operating losses due to the uncertainty of future realization. No share of loss
has been absorbed by the minority shareholder for the three months ended March
31, 2007 and 2006 as its initial capital contribution was fully absorbed.
The above has resulted in net losses of Rmb267,174 (US$34,513) and
RMB932,154 for the three months ended March 31, 2007 and 2006, respectively.
Nine Months Ended March 31, 2007 compared to Nine Months Ended March 31,
2006
Revenue for the nine months ended March 31, 2007 included service
commission revenues from telecommunications of Rmb1,855,978 (US$236,994)
compared to RMB1,402,676 for the nine months ended March 31, 2006. The increase
is mainly due to the existence of a new project to promote internet fixed line
service to end users that commenced in August 2006 and terminated in December
2006. No income arose from this project during the nine months ended March 31,
2006; however, income was derived from this project during the nine months ended
March 31, 2007. Revenue for the nine months ended March 31, 2007 also included
marketing fee revenues derived from sales of the Company's trade data products
on a revenue sharing basis with CBM of Rmb601,709 (US$76,945) compared to
Rmb607,031 for the nine moths ended March 31, 2006. The decrease is mainly due
to keen competition and piracy of trade data products in the market.
Page 9
The overall gross profits for the nine months ended March 31, 2007
increased compared to that for the nine months ended March 31, 2006 because
contracts for telecommunication service with two major customers, which
contracts contained special discounts in previous periods, expired.
Additionally, the gross profits from marketing fee for the nine months ended
March 31, 2007 increased compared to that for the nine months ended March 31,
2006. The Company handled paper works for CBM in several business transactions
in third quarter 2007 and earned commission income in return, for which no costs
were incurred.
For the nine months ended March 31, 2007, the Company had other income of
Rmb1,294 (US$166) as compared to Rmb1,927 for the nine months ended March 31,
2006.
For the nine months ended March 31, 2007 and 2006, general and
administrative costs totaled Rmb3,593,172 (US$458,709) and Rmb3,421,289,
respectively. The decrease is mainly due to a decrease in salaries and staff
welfare expenses as a result of decrease in number of employees.
Amortization and depreciation expense for the nine months ended March 31,
2007 and 2006 was Rmb62,970 (US$8,048) and Rmb375,905, respectively. The
decrease is primarily due to some fixed assets that were fully depreciated in
2006.
The above has resulted in net losses of Rmb1,412,151 (US$180,103) and
RMB3,003,057 for the nine months ended March 31, 2007 and 2006, respectively.
The Company expects to continue to incur losses until its services are more
fully developed and accepted in China.
Liquidity and Capital Resources
As of March 31, 2007 and June 30, 2006, the Company had a negative working
capital of Rmb136,266 (US$17,604) and Rmb453,274 respectively. As of March 31,
2007, the Company had received advances from the majority stockholder totaling
Rmb79,965,545 (US$10,330,265) compared to advances from the majority stockholder
of Rmb78,678,141 as of June 30, 2006. The Company's management believes the
majority stockholder will continue to provide financial support to the Company.
Cash used in operating activities for the nine months ended March 31, 2007
was Rmb1,657,638 (US$211,902) as compared with Rmb2,093,314 for the nine months
ended March 31, 2006. The cash used in operations was to fund operating losses
of Rmb1,412,151 (US$180,103) and Rmb3,003,057 generally offset by non-cash
expenses related to amortization and depreciation of Rmb62,971 (US$8,048) and
Rmb375,905 for the nine months ended March 31, 2007 and 2006, respectively.
Cash flows from financing activities have generally come from advances by
the majority stockholder of the Company. During the nine months ended March 31,
2007 and 2006, the majority stockholder has advanced Rmb1,815,219 (US$232,259)
and Rmb1,891,511 respectively.
Critical Accounting Policies
The Company's significant accounting policies are described in note 2 to
the financial statements for the nine months ended March 31, 2007 and 2006
included in the accompanying financial statements and notes to consolidated
financial statements. The Company believes its most critical accounting policies
include revenue recognition and accounting for provision for impairment loss.
The Company recognizes revenue at the time the service is rendered or
product is delivered and collection is reasonably assured, which generally
approximates the time it is accepted by the customer.
Telecommunication income represents the services commission revenues from
ISP service and selling IP phone. The Company has contracted with
telecommunication services companies selling IDD (IP phones) to end-users and
Page 10
receives telecommunication services commission income from the agents, which is
a percentage of the fees paid by the end users for monthly usage of the phones.
Services commission revenue is recognized in the period in which the service is
rendered.
Marketing fee is derived from sales of the Company's trade data products
through its contract with CBM. The Company has contracted with CBM on a revenue
sharing basis to promote and market the Company's trade data products to end
users in the region of Eastern China. Marketing fee revenue is recognized upon
referring customers' sales orders to CBM and is recognized on a net basis.
No provision for impairment loss on fixed assets was made for the nine
months ended March 31, 2007, and the year ended June 30, 2006, respectively,
because the recoverable amount of fixed assets is estimated to be higher than
its carrying value at the respective period-end and year-end date by the
management.
Off Balance Sheet Arrangements
The Company has no off balance sheet arrangements.
Item 3. Controls and Procedures
Within the 90-day period prior to the filing of this report, an evaluation
was carried out under the supervision and with participation of the Company's
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of our disclosure controls and procedures (as defined in
Rule 13a-14 (c) under the Securities Exchange Act of 1934). Based on their
evaluation, as of March 31, 2007, our Chief Executive Officer and Chief
Financial Officer have concluded that disclosure controls and procedures are, to
the best of their knowledge, effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms. Subsequent to
the date of their evaluation, there were no changes in the Company's internal
controls or in other factors that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Page 11
Item 6. Exhibits
Exhibit No. Description
- ----------- -----------
2.1 Stock Exchange Agreement between and among Migration
Developments Limited, the Company and the shareholdere of
Migration Developments Limited dated June 8, 2000 (1)
3.1 Certificate of Incorporation filed with the Delaware
Secretary of State effective as of February 22, 2000 (1)
3.2 Certificate of Amendment to the Certificate of Incorporation
filed with the Delaware Secretary of State effective as of
April 3, 2000 (1)
3.3 Amended and Restated Bylaws (2)
3.4 Sino-Foreign Joint Venture Contract (1) (3)
3.5 Articles of Association of the Sino-Foreign Joint Venture (1)
4.1 Specimen Common Stock Certificate (1)
31.1 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
32.2 Certifications 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
- --------------------
(1) Incorporated by reference from the Company's Form SB-2 Registration
Statement dated June 13, 2000 (File No. 333-39208)
(2) Incorporated by reference from the Company's Amendment No. 3 to Form SB-2
Registration Statement dated January 17, 2001 (File No. 333-39208)
(3) Translated into English from Chinese
SIGNATURE
In accordance with the requirements of the Securities Exchange Act of 1934,
as amended, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COL CHINA ONLINE INTERNATIONAL INC.
Date: May 21, 2007 By: /s/ Chi Keung Wong
------------------------------
Chi Keung Wong
Chief Executive Officer
and Chief Financial Officer
Page 12
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Stock Exchange Agreement between and among Migration
Developments Limited, the Company and the shareholdere of
Migration Developments Limited dated June 8, 2000 (1)
3.1 Certificate of Incorporation filed with the Delaware
Secretary of State effective as of February 22, 2000 (1)
3.2 Certificate of Amendment to the Certificate of Incorporation
filed with the Delaware Secretary of State effective as of
April 3, 2000 (1)
3.3 Amended and Restated Bylaws (2)
3.4 Sino-Foreign Joint Venture Contract (1) (3)
3.5 Articles of Association of the Sino-Foreign Joint Venture (1)
4.1 Specimen Common Stock Certificate (1)
31.1 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
32.2 Certifications 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
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(1) Incorporated by reference from the Company's Form SB-2 Registration
Statement dated June 13, 2000 (File No. 333-39208)
(2) Incorporated by reference from the Company's Amendment No. 3 to Form SB-2
Registration Statement dated January 17, 2001 (File No. 333-39208)
(3) Translated into English from Chinese
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