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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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(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, 2008.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
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333-39208
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(Commission File Number)
COL China Online International Inc.
-----------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 52-2224845
-------- ----------
(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
--------------
(Small Business Issuer telephone number, including area code)
N/A
---
(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 [
]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
As of May 14, 2008, the registrant had outstanding 50,155,000 shares of its
common stock, par value $.001.
Transitional Small Business Disclosure Format (Check One): YES [ ] NO [X]
COL China Online International Inc.
REPORT ON FORM 10-QSB
For the Period Ended March 31, 2008
Table of Contents
Page No.
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements:
Condensed Consolidated Balance Sheets as of March 31, 2008
(unaudited) and June 30, 2007 3
Condensed Consolidated Statements of Operations for
the three months ended March 31,
2008 and 2007 (unaudited) 4
Condensed Consolidated Statements of Operations for
the nine months ended March 31,
2008 and 2007 (unaudited) 5
Condensed Consolidated Statements of Cash Flows for
the nine months ended March 31,
2008 and 2007 (unaudited) 6
Notes to Condensed Consolidated Financial Statements 7
Item 2 Management's Discussion and Analysis or Plan of Operation 10
Item 3 Controls and Procedures 13
PART II. OTHER INFORMATION
Item 1 Legal Proceedings 14
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3 Defaults Upon Senior Securities 14
Item 4 Submissions of Matters to a Vote of Security Holders 14
Item 5 Other Information 14
Item 6 Exhibits 14
Signature Page 15
Exhibit 31.1 Certification
Exhibit 32.1 Certification
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
COL CHINA ONLINE INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Note MARCH 31, 2008 (unaudited) JUNE 30, 2007
---------------------------------- -------------
(US$) (Rmb) (Rmb)
Illustrative
ASSETS only)
- ------
CURRENT ASSETS:
Cash 7,769 54,553 190,579
Accounts receivable, net of allowance of Rmb Nil -- -- 19,757
Deposits and other receivables 4,929 34,608 432,046
----------- ----------- -----------
Total current assets 12,698 89,161 642,382
PROPERTY, OFFICE SPACE AND EQUIPMENT, net of
accumulated depreciation and impairment of
Rmb10,673,752 (US$1,520,044) and Rmb1,862,370
(US$265,219) respectively -- -- --
----------- ----------- -----------
TOTAL ASSETS 12,698 89,161 642,382
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
- ----------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses 27,802 195,227 718,341
Business tax payable -- -- 225,668
----------- ----------- -----------
Total current liabilities 27,802 195,227 944,009
----------- ----------- -----------
NON-CURRENT LIABILITIES:
Payable to majority stockholder 7 11,351,293 79,708,780 80,129,352
----------- ----------- -----------
Total non-current liabilities 11,351,293 79,708,780 80,129,352
----------- ----------- -----------
STOCKHOLDERS' DEFICIENCY:
Common stock, US$0.001 par value, 100,000,000 shares
authorized and 50,155,000 shares issued,
outstanding 58,226 408,864 408,864
Additional paid-in capital 172,902 1,214,118 1,214,118
Accumulated deficit (11,958,766) (83,974,450) (83,282,716)
Other comprehensive income 361,241 2,536,622 1,228,755
----------- ----------- -----------
Total stockholders' deficiency (11,366,397) (79,814,846) (80,430,979)
----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY 12,698 89,161 642,382
=========== =========== ===========
See accompanying notes to these consolidated financial statements
Page 3
COL CHINA ONLINE INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED
-------------------------------------------------------------
MARCH 31, 2008 MARCH 31, 2007
------------------------------------ -------------
(US$) (Rmb) (Rmb)
(Illustrative
Note only)
CONTINUING OPERATIONS
General and administrative expenses (26,428) (185,577) (214,314)
----------- ----------- -----------
LOSS FROM CONTINUING OPERATIONS (26,428) (185,577) (214,314)
----------- ----------- -----------
DISCONTINUED OPERATIONS 4
Net revenues:
Telecommunication -- -- 233,937
Marketing fee - PIERS -- -- 276,173
----------- ----------- -----------
Total revenues -- -- 510,110
----------- ----------- -----------
Cost of Sales:
Telecommunication -- -- (15,510)
Marketing fee - PIERS -- -- (35,500)
----------- ----------- -----------
Total cost of sales -- -- (51,010)
----------- ----------- -----------
Gross margin -- -- 459,100
----------- ----------- -----------
Operating expenses:
General and administrative expenses (11,476) (80,582) (763,737)
Amortization and depreciation -- -- (20,922)
----------- ----------- -----------
Total operating expenses (11,476) (80,582) (784,659)
----------- ----------- -----------
Operating loss (11,476) (80,582) (325,559)
Rental income -- -- 272,477
Other income 23 159 222
----------- ----------- -----------
LOSS FROM DISCONTINUED OPERATIONS (11,453) (80,423) (52,860)
----------- ----------- -----------
LOSS BEFORE MINORITY INTEREST (37,881) (266,000) (267,174)
Minority interest -- -- --
----------- ----------- -----------
NET LOSS (37,881) (266,000) (267,174)
Other comprehensive income 95,061 640,878 156,343
----------- ----------- -----------
COMPREHENSIVE INCOME (LOSS) 57,180 374,878 (110,831)
=========== =========== ===========
Basic And Fully Diluted Loss Per Share 6
Loss from continuing operations (0.0005) (0.0037) (0.0043)
=========== =========== ===========
Loss from discontinued operations (0.0002) (0.0016) (0.0011)
=========== =========== ===========
Weighted Average Number Of Common 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 OPERATIONS (UNAUDITED)
FOR THE NINE MONTHS ENDED
-------------------------------------------------------------
MARCH 31, 2008 MARCH 31, 2007
------------------------------------ -------------
(US$) (Rmb) (Rmb)
(Illustrative
Note only)
CONTINUING OPERATIONS
General and administrative expenses (93,375) (681,417) (937,767)
----------- ----------- -----------
LOSS FROM CONTINUING OPERATIONS (93,375) (681,417) (937,767)
DISCONTINUED OPERATIONS 4
Net revenues:
Telecommunication 1,283 9,646 1,855,978
Marketing fee - PIERS -- -- 601,709
----------- ----------- -----------
Total revenues 1,283 9,646 2,457,687
----------- ----------- -----------
Cost of Sales:
Telecommunication -- -- (966,897)
Marketing fee - PIERS -- -- (45,570)
----------- ----------- -----------
Total cost of sales -- -- (1,012,467)
----------- ----------- -----------
Gross margin 1,283 9,646 1,445,220
----------- ----------- -----------
Operating expenses:
General and administrative expenses (35,149) (257,017) (2,655,405)
Amortization and depreciation -- -- (62,970)
----------- ----------- -----------
Total operating expenses (35,149) (257,017) (2,718,375)
----------- ----------- -----------
Operating loss (33,866) (247,371) (1,273,155)
Rental income -- -- 797,477
Other income 32,411 237,054 1,294
----------- ----------- -----------
LOSS FROM DISCONTINUED OPERATIONS (1,455) (10,317) (474,384)
----------- ----------- -----------
Loss Before Minority Interest (94,830) (691,734) (1,412,151)
Minority interest -- -- --
----------- ----------- -----------
NET LOSS (94,830) (691,734) (1,412,151)
Other comprehensive income 186,253 1,307,867 528,784
----------- ----------- -----------
COMPREHENSIVE INCOME (LOSS) 91,423 616,133 (883,367)
=========== =========== ===========
Basic And Fully Diluted Loss Per Share 6
Loss from continuing operations (0.0019) (0.0136) (0.0187)
=========== =========== ===========
Loss from discontinued operations (0.0001) (0.0002) (0.0095)
=========== =========== ===========
Weighted Average Number Of Common Stock 50,155,000 50,155,000 50,155,000
=========== =========== ===========
See accompanying notes to these consolidated financial statements
Page 5
COL CHINA ONLINE INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED
------------------------------------------------------
MARCH
MARCH 31, 2008 31, 2007
---------------------------------- ----------
(US$) (Rmb) (Rmb)
(Illustrative
only)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (94,830) (691,734) (1,412,151)
Adjustments to reconcile net loss to net cash used
in operating activities:
Amortization and depreciation -- -- 62,971
Write back of provision for staff welfare (1,641) (12,000) --
Write back of provision for taxation (30,136) (220,418) --
Change in operating assets and liabilities:
(Increase) Decrease in:
Accounts receivable 2,814 19,757 (57,805)
Other assets 56,599 397,438 17,527
(Decrease) Increase in:
Accounts payable and accrued expenses (72,788) (511,114) (236,472)
Business tax payable (748) (5,250) (31,708)
Exchange difference (6,166) (43,307) --
---------- ---------- ----------
Net cash used in operating activities (146,896) (1,066,628) (1,657,638)
CASH FLOWS FROM FINANCING ACTIVITIES:
Other loan repayment -- -- (150,000)
Advances from majority stockholder 127,842 932,829 1,815,219
---------- ---------- ----------
Net cash provided by financing activities 127,842 932,829 1,665,219
---------- ---------- ----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (317) (2,227) 969
---------- ---------- ----------
NET (DECREASE) INCREASE IN CASH (19,371) (136,026) 8,550
CASH, beginning of period 27,140 190,579 200,238
---------- ---------- ----------
CASH, end of period 7,769 54,553 208,788
========== ========== ==========
See accompanying notes to these consolidated financial statements
Page 6
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 the 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. Migration held a 90% equity interest in Shenzhen
Knowledge & Communication Co. Ltd. which was a Sino-foreign equity
joint venture (the "Joint Venture") in the People's Republic of China
("PRC"). Beginning in approximately January 2004, the Company focused
its business on internet and telecommunication convergence solutions
and customer-specific solutions for the retail industry until November
23, 2007 when its board of directors resolved to cease the operations
of such business due to the expiration of the Joint Venture's business
license on December 10, 2007. Such business was the only business that
the Company operated in the last two fiscal years. The Company has been
in an inactive or non-operating status since November 23, 2007 and
currently remained as a shell company with its only activities of
incurring and seeking a merger candidate.
2. Basis of Presentation
---------------------
The accompanying consolidated financial statements have been prepared
assuming COL International will continue operating as a going concern.
In view of the above-mentioned discontinued operation, COL
International's ability to continue as a going concern is dependent
upon several factors, including, but not limited to, continued
financial support by the majority stockholder, the realization of
assets and liquidation of liabilities that would not result in a
substantial deficit, the successfulness of a possible business
combination and whether the post-combination business would be able to
achieve and maintain profitable operations and to raise additional
capital. The accompanying consolidated financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
COL International is confident that its majority stockholder, Honview
International Limited, will continue to provide funding during the
forthcoming year.
The unaudited condensed consolidated financial statements have been
prepared by the Company, pursuant to the rules and regulations of the
Securities and Exchange Commission (the "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,
2007 which was filed on September 28, 2007 and subsequently amended on
October 2, 2007. In the opinion of the directors, all adjustments,
including normal recurring adjustments necessary to present fairly the
financial position of the Company as of March 31, 2008 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.
Page 7
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
PRC. For illustrative purposes, (i) the condensed consolidated balance
sheet as at March 31, 2008 have been translated into US dollars at
approximately 7.022 Rmb to the dollar, which was the exchange rate at
March 31, 2008; and (ii) condensed consolidated statement of operations
for the three months and nine months ended March 31, 2008 and condensed
consolidated statement of cash flows for the nine months ended March
31, 2008 have been translated into US dollars at the prevailing
exchange rates during the respective quarters.
3. Recently Issued Accounting Standards
------------------------------------
In September 2006, the Financial Accounting Standards Board ("FASB")
issued FAS No. 157, Fair Value Measurements ("FAS 157"). FAS 157
defines fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles, and expands
disclosures about fair value measurements. FAS 157 is effective for
fiscal years beginning after November 15, 2007. The adoption of this
Statement is not expected to have a material effect on the Company's
Consolidated Financial Statements.
In February 2007, the FASB issued FAS No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities ("FAS 159"), which gives
entities the option to measure eligible financial assets, and financial
liabilities at fair value under other instrument basis, that are
otherwise not permitted to be accounted for at fair value under other
accounting standards. The election to use the fair value option is
available when an entity first recognizes a financial asset or
financial liability. Subsequent changes in fair value must be recorded
in earnings. This statement is effective as of the beginning of a
company's first fiscal year after November 15, 2007. The Company is
currently evaluating the impact of adopting this Statement.
In December 2007, the FASB issued FAS No. 141R, Business Combinations
("FAS 141R") which broadens the guidance of FAS No. 141, extending its
applicability to all transactions and other events in which one entity
obtains control over one or more other businesses. It broadens the fair
value measurement and recognition of assets acquired, liabilities
assumed, and interests transferred as a result of business
combinations; and stipulated that acquisition related costs be expensed
rather than included as part of the basis of the acquisition. FAS 141R
expands required disclosures to improve the ability to evaluate the
nature and financial effects of business combinations. FAS 141R is
effective for all transactions entered into, on or after January 1,
2009. The Company will adopt this Statement if a business merger
happens.
In December 2007, the FASB issued FAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements - An Amendment of ARB
No. 51 ("FAS 160"). FAS 160 requires a noncontrolling interest in a
subsidiary to be reported as equity and the amount of consolidated net
income specifically attributable to the noncontrolling interest to be
identified in the consolidated financial statements. FAS 160 also calls
for consistency in the manner of reporting changes in the parent's
ownership interest and required fair value measurement of any
noncontrolling equity investment retained in a deconsolidation. FAS 160
is effective on January 1, 2009. The adoption of this Statement is not
expected to have a material effect on the Company's Consolidated
Financial Statements.
In March 2008, the FASB issued FAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities - An Amendment of FAS No.
133 ("FAS 161"). FAS 161 expands the disclosure requirements in FAS
133, regarding an entity's derivative instruments and hedging
activities. FAS 161 is effective on January 1, 2009. The adoption of
this Statement is not expected to have a material effect on the
Company's Consolidated Financial Statements.
Page 8
4. Discontinued operations
-----------------------
On November 23, 2007, the board of directors has resolved to cease the
operations of the only business of the Company upon the expiration of
the Joint Venture's business license on December 10, 2007.
The Company reported such cessation as discontinued operations during
the period and the unaudited financial results of the discontinued
operations for the corresponding period ended March 31, 2007 in the
accompanying condensed consolidated financial statements have been
restated, on the same basis accordingly, in accordance with SFAS 144
"Accounting for the Impairment or Disposal of Long-Lived Assets".
5. Comprehensive Income
--------------------
The Company accounts for comprehensive income 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. Other
comprehensive income for the three months and nine months ended March
31, 2008, respectively, represented the unrealized gain on translation
of United States dollar advances from the majority stockholder, Honview
International Limited, from US$ to Rmb on consolidation.
6. Loss Per Share
--------------
Basic and diluted net loss per share is computed by dividing loss for
continuing and discontinued operations, respectively, 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, 2008, no options had been granted
under the 2000 plan.
7. Payable to Majority Stockholder
-------------------------------
The amount due is unsecured, interest-free and has no fixed repayment
term. The fair value of the advance from majority stockholder, which is
interest-free, cannot be estimated reliably due to the relationship
between the stockholder and the Company.
Page 9
Item 2. Management's Discussion and Analysis or Plan of Operation.
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,
2007.
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. Migration held a 90% equity interest in Shenzhen
Knowledge & Communication Co. Ltd. which was a Sino-foreign equity joint venture
(the "Joint Venture") in the People's Republic of China ("PRC").
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 majority
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 or the Company is party
to a business combination due to the termination of its operations, as described
below.
Termination of Operations - The Company has focused on the business of providing
internet and telecommunication convergence solutions to its customers up to the
end of 2007 fiscal year. Substantially all of the Company's business activities
have been suspended effectively in 2007. On November 23, 2007, the Board of
Directors decided to cease the Company's primary operations due to the
expiration of the Joint Venture's business license on December 10, 2007. The
Company intends to use any amounts collected from its deposits paid and cash on
hand to pay any outstanding liabilities or accounts payable, and expects that
the remaining liabilities will be undertaken by Honview. The Company does not
expect any assets to remain outstanding or to be available for distribution to
the parties of the Joint Venture or shareholders of the Company.
In connection with the termination of substantially all of the Company's
operations on November 23, 2007, the Company effectively became a "shell
company". Under Rule 12b-2 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), a "shell company" is defined as a company that has (1) no
or nominal operations; and (2) either: (a) no or nominal assets; (b) assets
consisting solely of cash and cash equivalents; or (c) assets consisting of any
amount of cash and cash equivalents and nominal other assets. Because the
Company is now effectively a shell company, under the Exchange Act, it is
currently seeking to enter into a business combination with one or more yet to
be identified privately held businesses. The Board of Directors believes that
the Company will be attractive to privately held companies interested in
becoming publicly traded by means of a business combination with the Company,
without offering their own securities to the public. The Board of Directors does
not expect to restrict its search for business combination candidates to any
particular geographical area, industry or industry segment, and may enter into a
combination with a private business engaged in any line of business. The
Company's discretion is, as a practical matter, unlimited in the selection of a
combination candidate.
Page 10
The Company has not entered into any agreement, arrangement or understanding of
any kind with any person regarding a business combination. Depending upon the
nature of the transaction, the current officers and directors of the Company
probably will resign their directorship and officer positions with the Company
in connection with any consummation of a business combination. The current
management is not expected to have any control over the conduct of the Company's
business following the completion of a business combination. The Company has no
plans, understandings, agreements, or commitments with any individual or entity
to act as a finder of or as a business consultant in regard to any business
opportunities for the Company. In addition, there are no plans to use
advertisements, notices or any general solicitation in the search for
combination candidates.
Results of Operations
Three Months Ended March 31, 2008 compared to Three Months Ended March 31, 2007
General and administrative expenses for continuing operations included salaries,
professional fees and other expenses. For the three months ended March 31, 2008
and 2007, general and administrative expenses decreased to Rmb185,577
(US$26,428) from Rmb214,314, respectively, due to the downsizing of operations
since the second quarter of 2007.
The Company had no revenues for the three months ended March 31, 2008 compared
to services commission revenues from telecommunication of Rmb233,937 and
marketing fee of RMB276,173 for the three months ended March 31, 2007. All
revenues during fiscal 2007 were from discontinued operations. The decrease was
due to the Company's cessation of business upon expiration of the Joint
Venture's business license in December 2007.
Rental income from discontinued operations relates to sublease income charged to
an unrelated third party for the use of a portion of the office premise. No
rental income was charged after the suspension of business since July 2007. For
the three months ended March 31, 2008, there was no rental income while it was
Rmb272,477 for the three months ended March 31, 2007.
Other income from discontinued operations primarily represented interest income.
For the three months ended March 31, 2008 and 2007, interest income was Rmb159
(US$23) and Rmb222 respectively.
Operating expenses for discontinued operations included rent, amortization and
depreciation, salaries and other expenses. For the three months ended March 31,
2008 and 2007, general and administrative expenses decreased to Rmb80,582
(US$11,476) from Rmb763,737, respectively, primarily due to the Company's
cessation of operations in December 2007 and the corresponding reduction in
manpower and rental payments. There was no amortization and depreciation
expense for the three months ended March 31, 2008 as all the property, office
space and equipment had been fully depreciated and impaired as of June 30, 2007
compared to amortization and depreciation expenses for the three months ended
March 31, 2007 amounting to Rmb20,922.
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 of the Joint Venture for the three
months ended March 31, 2008 and 2007 as its initial capital contribution was
fully absorbed.
The foregoing revenues and expenses have resulted in net losses of Rmb266,000
(US$37,881) and Rmb267,174 for the three months ended March 31, 2008 and 2007,
respectively. The Company expects to continue to incur non-operating expenses as
a shell company.
Page 11
Results of Operations (Continued)
The Company has recorded other comprehensive income of Rmb640,878 (US$95,061)
and Rmb Nil for the three months ended March 31, 2008 and 2007, respectively,
directly into the Stockholders' Deficiency. This comprehensive income is the
result of an unrealized gain on translation of United States dollar advances
from the majority stockholder, Honview International Limited, from US$ to Rmb on
consolidation. The significant increase in comprehensive income is due to the
appreciation of Rmb over the US$ during the period.
Nine Months Ended March 31, 2008 compared to Nine Months Ended March 31, 2007
General and administrative expenses for continuing operations included salaries,
professional fees and other expenses. For the nine months ended March 31, 2008
and 2007, general and administrative expenses decreased to Rmb681,417(US$93,375)
from Rmb937,767, respectively, due to the downsizing of operations since the
second quarter of 2007.
Revenues for the nine months ended March 31, 2008 included services commission
revenues from telecommunication of Rmb9,646 (US$1,283) compared to services
commission revenues from telecommunication of Rmb1,855,978. At the same time,
marketing fee revenues were Rmb Nil and RMB601,709 for the nine-month period
ended March 31, 2008 and 2007, respectively. The decrease was due to the
Company's cessation of business upon expiration of the Joint Venture's business
license in December 2007.
Rental income from discontinued operations relates to sublease income charged to
an unrelated third party for the use of a portion of the office premise. No
rental income was charged after the suspension of business since July 2007. For
the nine months ended March 31, 2008, there was no rental income while it was
Rmb797,477 for the nine months ended March 31, 2007.
Other income from discontinued operations included mostly the write back of
provision for staff welfare and taxation and interest income. For the nine
months ended March 31, 2008 and 2007, other income was Rmb237,054 (US$ 32,411)
and Rmb1,294 respectively.
Operating expenses for discontinued operations included rent, amortization and
depreciation, salaries and other expenses. For the nine months ended March 31,
2008 and 2007, general and administrative expenses decreased to
Rmb257,017(US$35,149) from Rmb2,655,405, respectively, due to the Company's
termination of operations in the Joint venture and corresponding reduction in
manpower, audit fees and building management fees during fiscal 2007. There was
no amortization and depreciation expense for the nine months ended March 31,
2008 as all the property, office space and equipment had been fully depreciated
and impaired as of June 30, 2007 compared to amortization and depreciation
expenses for the nine months ended March 31, 2007 amounting to Rmb62,970.
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 of the Joint Venture for the nine
months ended March 31, 2008 and 2007 as its initial capital contribution was
fully absorbed.
The foregoing revenues and expenses have resulted in net losses of Rmb691,734
(US$94,830) and Rmb1,412,151 for the nine months ended March 31, 2008 and 2007,
respectively. The Company expects to continue to incur non-operating expenses as
a shell company.
The Company has recorded other comprehensive income of Rmb1,307,867 (US$186,253)
and Rmb Nil for the nine months ended March 31, 2008 and 2007, respectively,
directly into the Stockholders' Deficiency. This comprehensive income is the
result of an unrealized gain on translation of United States dollar advances
from the majority stockholder, Honview International Limited, from US$ to Rmb on
consolidation. The significant increase in comprehensive income is due to the
appreciation of Rmb over the US$ during the period.
Page 12
Liquidity and Capital Resources
As of March 31, 2008 and June 30, 2007, the Company had a negative working
capital of Rmb106,066 (US$15,104) and Rmb301,627, respectively. As of March 31,
2008, advances from the majority stockholder totaled Rmb79,708,780
(US$11,351,293) compared to advance from the majority stockholder of
Rmb80,129,352 as of June 30, 2007. The majority stockholder has committed to
provide financial support to the Company.
Cash used in operating activities for the nine months ended March 31, 2008 was
Rmb1,066,628 (US$146,896) as compared with Rmb1,657,638 for the nine months
ended March 31, 2007. The cash used in operations was to fund operating losses
of Rmb691,734 (US$94,830) and Rmb1,412,151 for the nine months ended March 31,
2008 and 2007, respectively, generally offset by receipt of accounts receivable,
refund of deposits and settlement of accrued expenses, but further compensated
by the write back of provision for staff welfare and taxation.
Cash flows from financing activities have generally come from advances by the
majority stockholder of the Company. During the nine months ended March 31, 2008
and 2007, the majority stockholder has advanced Rmb932,829 (US$127,842) and
Rmb1,815,219, respectively.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles
generally accepted in the U.S., or GAAP, requires the Company to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The critical accounting policies and use of estimates are discussed in the
annual consolidated financial statements and notes included in the latest Annual
Report on Form 10-KSB, as filed with the SEC, which includes audited
consolidated financial statements for the two fiscal years ended June 30, 2007.
These financial statements and the notes thereto should be read in conjunction
with the latest Annual Report on Form 10-KSB.
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 the Company's Chief Executive Officer and Principal
Financial Officer, of the effectiveness of the Company's disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934). Based on this evaluation, as of March 31, 2008, the Company's Chief
Executive Officer and Principal Financial Officer have concluded that disclosure
controls and procedures are, to the best of his 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 his evaluation, there were no
significant changes in the Company's internal controls or in other factors that
could significantly affect these controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Page 13
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.
Item 6. Exhibits.
Exhibit No. Description
- ----------- -----------
2.1 Stock Exchange Agreement between and among Migration
Developments Limited, the Company and the shareholders of
Migration Developments Limited dated June 8, 2000 (1) Certificate
3.1 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
Page 14
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
COL CHINA ONLINE INTERNATIONAL INC.
Date: May 15, 2008 By: /s/ Chi Keung Wong
-----------------------------
Chi Keung Wong
Chief Executive Officer and
Chief Financial Officer
Page 15