================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 10 - QSB
--------------------------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended September 30, 2007.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD _______________.
333-39208
---------
(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 of (IRS Employer Identification Number)
incorporation)
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 [ ] NO [X]
As of November 9, 2007, the registrant had outstanding 50,155,000 shares of its
common stock, par value $.001.
Transitional Small Business Disclosure Format (Check One):
Yes [ ] No [X]
================================================================================
COL China Online International Inc.
REPORT ON FORM 10-QSB
For the Period Ended September 30, 2007
Table of Contents
Page No.
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements:
Condensed Consolidated Balance Sheets as of September 30, 2007 2
(unaudited) and June 30, 2007
Condensed Consolidated Statements of Operations for the three 3
months ended September 30, 2007 and 2006 (unaudited)
Condensed Consolidated Statements of Cash Flows for the three 4
months ended September 30, 2007 and 2006 (unaudited)
Notes to Condensed Consolidated Financial Statements 5
Item 2 Management's Discussion and Analysis of Financial Condition and 7
Results of Operations
Item 3 Controls and Procedures 9
PART II. OTHER INFORMATION
Item 1 Legal Proceedings 9
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 9
Item 3 Defaults Upon Senior Securities 9
Item 4 Submissions of Matters to a Vote of Security Holders 9
Item 5 Other Information 9
Item 6 Exhibits 10
Signature Page 11
Exhibit 31.1 Certification
Exhibit 32.1 Certification
Page 1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COL CHINA ONLINE INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2007 (unaudited) JUNE 30, 2007
------------------------------ -------------
(US$) (Rmb) (Rmb)
(Illustrative
ASSETS only)
- ------
CURRENT ASSETS:
Cash 7,005 52,658 190,579
Accounts receivable, net of an allowance for doubtful
accounts -- -- 19,757
Deposits and other receivables 55,691 418,662 432,046
----------- ----------- -----------
Total current assets 62,696 471,320 642,382
PROPERTY, OFFICE SPACE AND EQUIPMENT, net of
accumulated depreciation and impairment of
Rmb10,673,752 (US$1,399,880) and Rmb1,862,370
(US$244,253), respectively -- -- --
----------- ----------- -----------
TOTAL ASSETS 62,696 471,320 642,382
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
- ----------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses 85,461 642,456 718,341
Business tax payable 29,320 220,418 225,668
----------- ----------- -----------
Total current liabilities 114,781 862,874 944,009
----------- ----------- -----------
NON-CURRENT LIABILITIES:
Payable to majority stockholder 10,661,949 80,151,844 80,129,352
----------- ----------- -----------
Total non-current liabilities 10,661,949 80,151,844 80,129,352
----------- ----------- -----------
STOCKHOLDERS' DEFICIENCY:
Common stock, US$0.001 par value, 100,000,000 shares
authorized and 50,155,000 shares issued, outstanding 50,155 408,864 408,864
Additional paid-in capital 146,507 1,214,118 1,214,118
Accumulated deficit (10,967,952) (83,623,158) (83,282,716)
Other comprehensive income 57,256 1,456,778 1,228,755
----------- ----------- -----------
Total stockholders' deficiency (10,714,034) (80,543,398) (80,430,979)
----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY 62,696 471,320 642,382
=========== =========== ===========
See accompanying notes to these consolidated financial statements.
Page 2
COL CHINA ONLINE INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED
------------------------------------------
SEPTEMBER 30,
SEPTEMBER 30, 2007 2006
-------------------------- -----------
(US$) (Rmb) (Rmb)
(Illustrative
only)
NET REVENUES:
Telecommunication 1,283 9,646 445,919
Marketing fee - PIERS -- -- 233,330
----------- ----------- -----------
Total revenues 1,283 9,646 679,249
----------- ----------- -----------
COST OF SALES:
Telecommunication -- -- 110,349
Marketing fee - PIERS -- -- 8,592
----------- ----------- -----------
-- -- 118,941
----------- ----------- -----------
Gross margin 1,283 9,646 560,308
----------- ----------- -----------
OPERATING EXPENSES:
General and administrative 46,573 350,113 1,346,701
Amortization and depreciation -- -- 21,024
----------- ----------- -----------
Total operating expenses 46,573 350,113 1,367,725
----------- ----------- -----------
OPERATING LOSS (45,290) (340,467) (807,417)
Rental income -- -- 262,500
Other income 3 25 412
----------- ----------- -----------
LOSS BEFORE MINORITY INTEREST (45,287) (340,442) (544,505)
Minority interest -- -- --
----------- ----------- -----------
NET LOSS (45,287) (340,442) (544,505)
OTHER COMPREHENSIVE INCOME 30,332 228,023 --
----------- ----------- -----------
COMPREHENSIVE LOSS (14,955) (112,419) (544,505)
=========== =========== ===========
BASIC AND FULLY DILUTED NET LOSS PER SHARE (0.001) (0.007) (0.011)
=========== =========== ===========
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 CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED
------------------------------------------------------
SEPTEMBER 30, 2007 SEPTEMBER 30, 2006
------------------------------ ------------------
(US$) (Rmb) (Rmb)
(Illustrative
only)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (45,287) (340,442) (544,505)
Adjustments to reconcile net loss to net cash used
in operating activities:
Amortization and depreciation -- -- 21,024
Change in operating assets and liabilities:
(Increase) Decrease in:
Accounts receivable 2,628 19,757 (24,101)
Deposit and other receivables 1,780 13,384 7,584
(Decrease) Increase in:
Accounts payable and accrued expenses (10,094) (75,885) (122,574)
Business tax payable (698) (5,250) (38,296)
Exchange difference 1,025 7,703 6,445
-------- -------- --------
Net cash used in operating activities (50,646) (380,733) (694,423)
CASH FLOWS FROM FINANCING ACTIVITIES:
Other loan repayment -- -- (150,000)
Advances from majority stockholder 32,371 243,345 850,630
-------- -------- --------
Net cash provided by financing activities 32,371 243,345 700,630
-------- -------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (71) (533) 730
-------- -------- --------
NET (DECREASE) INCREASE IN CASH (18,346) (137,921) 6,937
CASH, beginning of period 25,351 190,579 200,238
-------- -------- --------
CASH, end of period 7,005 52,658 207,175
======== ======== ========
See accompanying notes to these consolidated financial statements.
Page 4
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 holds a 90% equity interest in Shenzhen Knowledge & Communication
Co. Ltd, which is 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.
2. Basis of Presentation
The accompanying consolidated financial statements have been prepared
assuming COL International will continue operating as a going concern.
During the period, the Company's Board of Directors decided to consider
discontinuing the Company's current operations upon expiration of the
business license of the Joint Venture on December 10, 2007. Most of the
Company's business has been suspended as of July 2007. If the Company
discontinues its business operations, the Company expects to use any
amounts collected from its accounts receivable and deposits paid to pay any
outstanding liabilities or accounts payable, and does not expect that there
will be any assets left to distribute to the parties of the Joint Venture
or shareholders of the Company. If the business of the Joint Venture is
discontinued, the Company will become a "shell company" after the
expiration of the Joint Venture's business license in December 2007. After
becoming a shell company, the Company will likely seek to enter into a
business combination with one or more yet to be identified privately held
businesses.
In view of the above-mentioned plan, 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 September 30, 2007 and the results of its operations and cash
flows for the three-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 5
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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, the condensed consolidated balance sheet as at
September 30, 2007 and condensed consolidated statement of operations for
the three months ended September 30, 2007 and condensed consolidated
statement of cash flows for the three months ended September 30, 2007 have
been translated into US dollars at approximately 7.51756 Rmb to the dollar,
which was the exchange rate at September 30, 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.
4. 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 ended September 30, 2007, represented the unrealized
gain on translation of Unites States dollar advances from the majority
stockholder, Honview International Limited, from US$ to Rmb on
consolidation.
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 September 30, 2007, no options had been granted under the 2000 plan.
Page 6
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,
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 holds a 90% equity interest in Shenzhen
Knowledge & Communication Co. Ltd, which is 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.
Plan of Operations - Because the Company's past business model was not
successful, the Company developed a new business model in late 2003. Since this
time, the Company has focused on the business of providing internet and
telecommunication convergence solutions to its customers. However, after the end
of the 2007 fiscal year, the Company's Board of Directors decided to consider
discontinuing the Company's current operations upon expiration of the business
license of the Joint Venture on December 10, 2007. The majority of business
activities have been suspended effective July 2007. The Company has hired an
accounting firm in the PRC to handle any necessary procedures relating to the
winding up of the Joint Venture, which management expects will take a minimum of
three months to complete. The Company intends to use any amounts collected from
its accounts receivable and deposits paid to pay any outstanding liabilities or
accounts payable, and does not expect that there will be any assets left to
distribute to the parties of the Joint Venture or shareholders of the Company.
If the Board of Directors affirmatively decides to cease the business of the
Joint Venture, the Company will become a "shell company" after the expiration of
the Joint Venture's business license in December 2007. Under Rule 12b-2 of the
Exchange Act of 1934, as amended, 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. After
becoming a shell company, the Company will likely seek 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 7
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
Revenues for the three months ended September 30, 2007 was the services
commission revenues from telecommunication of Rmb9,646(US$1,283) compared to
services commission revenues from telecommunication of Rmb445,919 for the three
months ended September 30, 2006. The decrease is due to keen competition and no
renewal of customers contracts upon completion.
At the same time, marketing fee revenues derived from sales of the Company's
trade data products on a revenue basis with Commonwealth Business Media, Inc.
decreased from Rmb233,330 for the three months ended September 30, 2006 to Rmb
Nil for the three months ended September 30, 2007 due to keen competition and
piracy of trade data products in the market.
General and administrative costs include salaries, rent, travel and other
overhead costs. For the three months ended September 30, 2007 and 2006, general
and administrative costs totaled Rmb350,113 (US$46,573) and Rmb1,346,701,
respectively, due to the suspension of operations in the Joint Venture.
There is no amortization and depreciation expense for the three months ended
September 30, 2007 as all the property, office space and equipment had been
fully impaired as of June 30, 2007 compared to amortization and depreciation
expenses for the three months ended September 30, 2006 amounting to Rmb21,024.
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
September 30, 2007 and 2006 as its initial capital contribution was fully
absorbed.
The above has resulted in net losses of Rmb340,442 (US$45,287) and Rmb544,505
for the three months ended September 30, 2007 and 2006, respectively. The
Company expects to continue to incur losses.
The Company has recorded other comprehensive income of Rmb228,023 (US$30,332)
and Rmb Nil for the three months ended September 30, 2007 and 2006,
respectively, directly in the stockholder's equity. This comprehensive income is
resulted from the unrealized gain on translation of United States dollar
advances from the majority stockholder, Honview International Limited, from US$
to Rmb on consolidation. The significant increase in comprehensive income is
resulted from the appreciation of Rmb during the period.
Liquidity and Capital Resources
As of September 30, 2007 and June 30, 2007, the Company had a negative working
capital of Rmb391,554 (US$52,085) and Rmb301,627, respectively. As of September
30, 2007, advances from the majority stockholder totaled Rmb80,151,844
(US$10,661,949) compared to advance from the majority stockholder of
Rmb80,129,352 as of June 30, 2007. The Company's management is confident that
the majority stockholder will continue to provide financial support to the
Company.
Cash used in operating activities for the three months ended September 30, 2007
was Rmb380,733 (US$50,646) as compared with Rmb694,423 for the three months
ended September 30, 2006. The cash used in operations was to fund operating
losses of Rmb340,442 (US$45,287) and Rmb544,505, generally offset by non-cash
expenses related to amortization and depreciation of Rmb Nil and Rmb21,024 for
the three months ended September 30, 2007 and 2006, respectively.
Page 8
Cash flows from financing activities have generally come from advances by the
majority stockholder of the Company. During the three months ended September 30,
2007 and 2006, the majority stockholder has advanced Rmb243,345 (US$32,371) and
Rmb700,630, 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 and
should be read in conjunction with 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.
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-14 (c) under the Securities Exchange Act of
1934). Based on his evaluation, as of September 30, 2007, the Company's Chief
Executive Officer and Principal Financial Officer has 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 not
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.
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.
9
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)
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
Page 10
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: November 14, 2007 By: /s/ Chi Keung Wong
--------------------------------
Chi Keung Wong
Chief Executive Officer and
Chief Financial Officer
Page 11
EXHIBIT INDEX
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)
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
Page 12