UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10 - Q
---------------------
(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, 2008.
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 (IRS Employer Identification Number)
of 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 large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-accelerated Filer [ ] Smaller Reporting Company [ X ]
(Do not check if smaller reporting company)
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 $.001.
Transitional Small Business Disclosure Format (Check One): YES [ ] NO [X]
COL China Online International Inc.
REPORT ON FORM 10-Q
For the Period Ended September 30, 2008
Table of Contents
Page No.
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements:
Consolidated Balance Sheets as of September 30, 2008
(unaudited) and June 30, 2008 1
Consolidated Statements of Operations for the three months
ended September 30, 2008 and 2007 (unaudited) 2
Consolidated Statements of Changes In Stockholders' Deficit
for the period ended September 30, 2008 (unaudited) 4
Consolidated Statements of Cash Flows for the three months
ended September 30, 2008 and 2007 (unaudited) 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis or Plan of Operation 13
Item 3 Quantitative and Qualitative Disclosures About Market Risk 15
Item 4 Controls and Procedures 15
PART II. OTHER INFORMATION
Item 1 Legal Proceedings 15
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3 Defaults Upon Senior Securities 16
Item 4 Submissions of Matters to a Vote of Security Holders 16
Item 5 Other Information 16
Item 6 Exhibits 16
Signature Page 17
Exhibit 31.1 Certification
Exhibit 32.1 Certification
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COL CHINA ONLINE INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2008 (unaudited) JUNE 30, 2008
------------------------------ -------------
Note (US$) (Rmb) (Rmb)
(Illustrative
ASSETS only)
- ------
CURRENT ASSETS:
Cash 7,890 54,087 62,445
Deposits and other receivables from discontinued
operations 7 3,063 21,000 21,000
----------- ----------- -----------
Total current assets 10,953 75,087 83,445
PROPERTY, OFFICE SPACE AND EQUIPMENT, net of full
depreciation -- -- --
----------- ----------- -----------
TOTAL ASSETS 10,953 75,087 83,445
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
- ----------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses 41,028 281,251 237,721
----------- ----------- -----------
Total current liabilities 41,028 281,251 237,721
----------- ----------- -----------
NON-CURRENT LIABILITIES:
Payable to majority stockholder 8 11,620,381 79,658,877 79,590,829
----------- ----------- -----------
Total non-current liabilities 11,620,381 79,658,877 79,590,829
----------- ----------- -----------
Commitments and contingencies 9
STOCKHOLDERS' DEFICIT:
Common stock, US$0.001 par value, 100,000,000
shares authorized and 50,155,000 shares
issued, outstanding 59,644 408,864 408,864
Additional paid-in capital 177,111 1,214,118 1,214,118
Accumulated deficit before reentering
development stage (12,211,121) (83,708,451) (83,708,451)
Accumulated deficit from inception
of reentering development stage (100,276) (687,408) (529,770)
Other comprehensive income 424,186 2,907,836 2,870,134
----------- ----------- -----------
Total stockholders' deficit (11,650,456) (79,865,041) (79,745,105)
----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY 10,953 75,087 83,445
=========== =========== ===========
Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange
rate of US$1.00 = Rmb 6.855. No representation is made that the Rmb amounts could have been, or could be,
converted into US$, at that rate on September 30, 2008 or at any other rate.
The financial statements should be read in conjunction with the accompanying notes.
1
COL CHINA ONLINE INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
CUMULATIVE
SINCE
REENTERING
DEVELOPMENT
STAGE ON
FOR THE THREE MONTHS ENDED DECEMBER 10,
---------------------------------------- 2007 TO
SEPTEMBER 30, SEPTEMBER
SEPTEMBER 30, 2008 2007 30, 2008
------------------------ ---------- ----------
Note (US$) (Rmb) (Rmb) (Rmb)
(Illustrative
only)
CONTINUING OPERATIONS
General and administrative expenses (22,087) (151,412) (228,642) (591,645)
---------- ---------- ---------- ----------
Loss from continuing operation (22,087) (151,412) (228,642) (591,645)
---------- ---------- ---------- ----------
DISCONTINUED OPERATIONS 7
Net loss attributable to
discontinued operations (908) (6,226) (111,800) (95,763)
---------- ---------- ---------- ----------
Loss before minority interest (22,995) (157,638) (340,442) (687,408)
---------- ---------- ---------- ----------
Minority interest -- -- -- --
NET LOSS (22,995) (157,638) (340,442) (687,408)
Other comprehensive income
- Foreign currency translation 5,500 37,702 228,023 1,012,092
---------- ---------- ---------- ----------
COMPREHENSIVE (LOSS) INCOME (17,495) (119,936) (112,419) 324,684
========== ========== ========== ==========
Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the
exchange rate of US$1.00 = Rmb 6.855. No representation is made that the Rmb amounts could have
been, or could be, converted into US$, at that rate on September 30, 2008 or at any other rate.
The financial statements should be read in conjunction with the accompanying notes.
2
COL CHINA ONLINE INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
CUMULATIVE
SINCE
REENTERING
DEVELOPMENT
STAGE ON
FOR THE THREE MONTHS ENDED DECEMBER 10,
------------------------------------ 2007 TO
SEPTEMBER SEPTEMBER
SEPTEMBER 30, 2008 30, 2007 30, 2008
----------------------- ---------- ----------
Note (US$) (Rmb) (Rmb) (Rmb)
(Illustrative
only)
Basic and Fully Diluted Loss Per Share 6
From continuing operations (0.0004) (0.0030) (0.0046) (0.0118)
========== ========== ========== ==========
From discontinued operations (0.0000) (0.0001) (0.0022) (0.0019)
========== ========== ========== ==========
Weighted Average Common
Shares Outstanding 50,155,000 50,155,000 50,155,000 50,155,000
========== ========== ========== ==========
Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the
exchange rate of US$1.00 = Rmb 6.855. No representation is made that the Rmb amounts could have
been, or could be, converted into US$, at that rate on September 30, 2008 or at any other rate.
The financial statements should be read in conjunction with the accompanying notes.
3
COL CHINA ONLINE INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIOD ENDED SEPTEMBER 30, 2008 (UNAUDITED)
Accumulated
deficit Accumulated
before deficit from Accumulated
Additional reentering inception of other
paid-in development development comprehensive
Common stock capital stage stage income Total
------------------------- ----------- ----------- ----------- ----------- -----------
Number (Rmb) (Rmb) (Rmb) (Rmb) (Rmb) (Rmb)
Balance June 30, 2007 50,155,000 408,864 1,214,118 (83,282,716) -- 1,228,755 (80,430,979)
Net loss for the year -- -- -- (425,735) (529,770) -- (955,505)
Other comprehensive
income -- -- -- -- -- 1,641,379 1,641,379
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance July 1, 2008 50,155,000 408,864 1,214,118 (83,708,451) (529,770) 2,870,134 (79,745,105)
Net loss for the period -- -- -- -- (157,638) -- (157,638)
Other comprehensive
income -- -- -- -- -- 37,702 37,702
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance September 30, 2008 50,155,000 408,864 1,214,118 (83,708,451) (687,408) 2,907,836 (79,865,041)
=========== =========== =========== =========== =========== =========== ===========
Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange rate of US$1.00 =
Rmb 6.855. No representation is made that the Rmb amounts could have been, or could be, converted into US$, at that rate
on September 30, 2008 or at any other rate.
The financial statements should be read in conjunction with the accompanying notes.
4
COL CHINA ONLINE INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
CUMULATIVE
SINCE
REENTERING
DEVELOPMENT
STAGE ON
FOR THE THREE MONTHS ENDED DECEMBER 10,
--------------------------------------------- 2007 TO
SEPTEMBER 30, SEPTEMBER 30,
SEPTEMBER 30, 2008 2007 2008
----------------------------- ----------- -----------
(US$) (Rmb) (Rmb) (Rmb)
(Illustrative
only)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (22,995) (157,638) (340,442) (687,408)
Adjustments to reconcile net loss to net
cash used in operating activities:
Change in operating assets and liabilities:
Decrease in:
Accounts receivable -- -- 19,757 --
Deposit and other receivables -- -- 13,384 23,608
Increase (Decrease) in:
Accounts payable and accrued
expenses 6,350 43,530 (75,885) 100,355
Business tax payable -- -- (5,250) --
Exchange difference 175 1,199 7,703 32,979
-------- -------- -------- --------
Net cash used in operating activities (16,470) (112,909) (380,733) (530,466)
-------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from majority stockholder 15,270 104,674 243,345 456,268
-------- -------- -------- --------
Net cash provided by financing activities 15,270 104,674 243,345 456,268
-------- -------- -------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (19) (123) (533) (3,387)
-------- -------- -------- --------
NET DECREASE IN CASH (1,219) (8,358) (137,921) (77,585)
CASH, beginning of period 9,109 62,445 190,579 131,672
-------- -------- -------- --------
CASH, end of period 7,890 54,087 52,658 54,087
======== ======== ======== ========
Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange rate
of US$1.00 = Rmb 6.855. No representation is made that the Rmb amounts could have been, or could be, converted
into US$, at that rate on September 30, 2008 or at any other rate.
The financial statements should be read in conjunction with the accompanying notes.
5
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO 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 ("Joint Venture")
in the People's Republic of China ("PRC").
As more fully explained in note 3 to these financial statements, the
Company terminated its operations effective December 10, 2007 and has
become a shell company. After becoming a shell company, the Company
reentered the development stage on December 10, 2007. For the Company's
plan of operations following the termination of its business, see note 2 to
the consolidated financial statements.
2. Basis of Presentation
The accompanying consolidated financial statements have been prepared
assuming COL International will continue operating as a going concern.
Following the termination of operations as more fully explained in note 3
to these financial statements, the Company's business has been suspended as
of July 2007 and the Company will likely seek to enter into a business
combination with one or more yet to be identified privately held
businesses.
The Company'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 ("Honview"), will continue to provide funding during
the forthcoming year.
6
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The unaudited 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-K for the year ended June 30, 2008, which was filed on
October 14, 2008. 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, 2008 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.
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 consolidated balance sheet as at September 30,
2008 and consolidated statement of operations for the three months ended
September 30, 2008 and consolidated statement of cash flows for the three
months ended September 30, 2008 have been translated into US dollars at
approximately 6.855 Rmb to the dollar, which was the exchange rate at
September 30, 2008.
3. Termination of Operations
The accompanying consolidated financial statements have been prepared
assuming COL International will continue operating as a going concern. On
November 23, 2007, the Board of Directors resolved to cease the Company's
primary operations due to the expiration of the Joint Venture's business
license on December 10, 2007. The Company has used the amounts collected
from its accounts receivable and deposits paid and cash on hand to pay any
outstanding liabilities or accounts payable, and will request that, as
needed, the remaining liabilities be undertaken by the majority
stockholder, 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 stockholders 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.
7
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The majority of the Company's business activities were suspended effective
July 2007, and on November 23, 2007, the board of directors has resolved to
cease the operations of the only business of the Company upon expiration of
the Joint Venture's business license on December 10, 2007. Since December
10, 2007, the Company reentered the development stage. It is expected that
the Company will remain in such status until a business combination is
taken place.
In accordance with the applicable accounting guidance, the assets and
liabilities associated related to the operations with the Joint Venture
have been separately disclosed in note 7 to the consolidated financial
statements. Discontinued operations are reported as a separate component
within the Consolidated Statement of Operations outside of loss from
continuing operations. As a result, net revenues or cost of sales all of
which related to the Joint Venture are no longer reported separately in the
Consolidated Statements of Operations.
As a result of the expiration of the Joint Venture licenses on December 10,
2007, the Company reentered the development stage. The results of
operations that have accumulated since the Company reentered the
development stage are presented in the Consolidated Statement of
Operations. The accumulated deficit before reentering development stage and
the cumulative financial information since reentering the development stage
(inception) has been separately presented in the Balance Sheet,
Consolidated Statement of Changes in Stockholders' Deficit and the
Consolidated Statement of Cash Flows for the period from December 10, 2007
(inception) to September 30, 2008.
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.
In view of the above-mentioned plan, the Company's ability to continue as a
going concern is dependent upon several factors, including, but not limited
to, continuing financial support from Honview 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.
The Company believes that Honview will continue to provide funding during
the forthcoming year.
8
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Recently Issued Accounting Standards
In September 2006, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 157, Fair Value Measurements ("SFAS 157"). SFAS 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. SFAS 157 is effective for fiscal years beginning
after November 15, 2007. The adoption of this Statement did not have a
material effect on the Company's financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities ("SFAS 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 has not chosen to elect the option.
In December 2007, the FASB issued SFAS No. 141R, Business Combinations
("SFAS 141R"), which broadens the guidance of SFAS 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. SFAS 141R expands required
disclosures to improve the ability to evaluate the nature and financial
effects of business combinations. SFAS 141R is effective for all
transactions entered into, on or after January 1, 2009. The adoption of
this Statement is not expected to have a material effect on the Company's
financial statements.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements - An Amendment of ARB No. 51 ("SFAS
160"). SFAS 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. SFAS 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. SFAS 160 is effective on January 1, 2009.
The adoption of this Statement is not expected to have a material effect on
the Company's financial statements.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities - An Amendment of SFAS No. 133 ("SFAS
161"). SFAS 161 expands the disclosure requirements in SFAS 133, regarding
an entity's derivative instruments and hedging activities. SFAS 161 is
effective on January 1, 2009. The adoption of this Statement is not
expected to have a material effect on the Company's financial statements.
9
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In May 2008, the FASB issued SFAS No. 162. The Hierarchy of Generally
Accepted Accounting Principles ("SFAS 162"). The new standard is intended
to improve financial reporting by identifying a consistent framework, or
hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. generally
accepted accounting principles for non-governmental entities. SFAS 162 is
effective 60 days following the SEC's approval of the Public Company
Accounting Oversight Board amendments to AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles.
The Company is currently evaluating the impact of the adoption of SFAS 162
on the Company's financial statements.
In May 2008, the FASB issued SFAS No. 163, Accounting for Financial
Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60
("SFAS 163") to require that an insurance enterprise recognize a claim
liability prior to an event of default (insured event) when there is
evidence that credit deterioration has occurred in an insured financial
obligation and clarifies how Statement 60 applies to financial guarantee
insurance contracts. SFAS 163 is effective for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. The
adoption of this Statement is not expected to have a material impact on the
Company's financial statements.
On September 12, 2008, the FASB issued FASB staff position No. 133-1 (FSP
133-1) and FIN 45-4, Disclosures about credit derivatives and Certain
Guarantees - An amendment of SFAS 133 and FIN 45; and Clarification of the
Effective Date of SFAS 161. FSP 13-1 and FIN 45-4 expand the disclosure
requirement of credit derivatives and guarantees and are effective for
reporting periods (annual or interim) ending after November 15, 2008. The
adoption of these statements is not expected to have a material effect on
the Company's financial statements.
On October 10, 2008, the FASB issued a FASB Staff Position No. FAS 157-3,
Determining the Fair Value of a Financial Asset When the Market For That
Assets Is Not Active (FSP 157-3), clarifies the application of SFAS 157 in
a market that is not active. Besides, The FASB also issued a FASB Staff
Position No. FAS 157-2, Effective Date of FAS 13 Statement No. 157,
amending SFAS 157 for non financial assets and non financial liabilities,
except for items that are recognized or disclosed at fair value in the
financial statements on a recurring basis lat least annually, until fiscal
years beginning after November 15, 2008, and interim period within these
fiscal years. The adoption of these statements is not expected to have a
material effect on the Company's financial statements.
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 ended September 30, 2008, represented the gain from
foreign currency translation adjustments mainly on the payable to majority
stockholder.
10
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Net Loss Per Share
Basic and diluted net loss per share is computed by dividing net loss for
continuing and discontinued operations, respectively by weighted average
number of common stock outstanding
Pursuant to the Company's 2000 Stock Option Plan (the "2000 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, 2008, no options had been granted
under the 2000 Plan.
7. Discontinued Operations
On November 23, 2007, the board of directors 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 discontinued
operations had been reported as a separate component within Consolidated
Statement of Operations outside of loss from continuing operations.
The results of the discontinued operations for the period ended September
30, 2008 are summarized as follows (unaudited):
CUMULATIVE
SINCE
REENTERING
DEVELOPMENT
STAGE ON
FOR THE THREE MONTHS ENDED DECEMBER 10,
---------------------------------------------- 2007 TO
SEPTEMBER 30, SEPTEMBER 30,
SEPTEMBER 30, 2008 2007 2008
---------------------------- ---------- ----------
(US$) (Rmb) (Rmb) (Rmb)
(Illustrative
only)
Turnover -- -- 9,646 --
Cost of sales -- -- -- (30,000)
Operating expenses (910) (6,239) (121,471) (87,827)
Other income 2 13 25 22,064
-------- -------- -------- --------
Loss before taxation (908) (6,226) (111,800) (95,763)
======== ======== ======== ========
Loss before minority interest (908) (6,226) (111,800) (95,763)
======== ======== ======== ========
Net loss attributable to
discontinued operations (908) (6,226) (111,800) (95,763)
======== ======== ======== ========
11
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Assets and liabilities of the discontinued operations, which have been
included in the Consolidated Balance Sheets, were as follows (unaudited):
SEPTEMBER
SEPTEMBER 30, 2008 30, 2007
------------------------ ---------
(US$) (Rmb) (Rmb)
(Illustrative
Only)
Deposits and other receivables 3,063 21,000 21,000
------ ------ ------
Net assets 3,063 21,000 21,000
====== ====== ======
8. Payable to Majority Shareholder
The amount due is unsecured, interest-free and repayment on demand. 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.
9. Commitments and Contingencies
As of September 30, 2008 and June 30, 2008, the Company had no material
outstanding commitments and contingencies.
10. Income Taxes
The Company is subject to income taxes on an entity basis on income arising
in or derived from the tax jurisdictions in which each entity is domiciled.
The Company did not make any tax provision in view of the losses incurred.
12
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 Annual Report on Form 10-K for the year ended June 30, 2008.
Overview
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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 "shell
company" and 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 its 2007 fiscal year. Substantially all of the Company's business
activities were suspended effectively during the second half of calendar year
2007. On November 23, 2007, the Board of Directors resolved to cease the
Company's primary operations due to the expiration of the Joint Venture's
business license on December 10, 2007. The Company has used the amounts
collected from its accounts receivables and 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 the Exchange Act. As a result, the Company 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.
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.
13
Accounting Treatment After Termination of Operations - In connection with the
expiration of the Joint Venture license on December 10, 2007 and in accordance
with the applicable accounting guidance, all assets and liabilities associated
with the Joint Venture are separately disclosed in note 7 to the consolidated
financial statements. Discontinued operations are reported as a separate
component within the Consolidated Statement of Operations outside of loss from
continuing operations. As a result, net revenues or cost of sales, all of which
related to the Joint Venture, are no longer reported separately in the
Consolidated Statements of Operations.
In addition, the Company re-entered the development stage upon the expiration of
the Joint Venture license. The results of operations that have accumulated since
the Company re-entered the development stage are presented in the Consolidated
Statement of Operations. The accumulated deficit before re-entering development
stage and the accumulated deficit since re-entering the development stage
(inception) have been separately presented in the Balance Sheet, Consolidated
Statement of Changes in Stockholders' Deficit and the Consolidated Statement of
Cash Flows for the period from December 10, 2007 (inception) to September 30,
2008.
Results of Operations
General and administrative expenses for continuing operations included salaries
and other expenses. For the period ended September 30, 2008 and 2007, general
and administrative expenses decreased to Rmb151,412 (US$22,087) from Rmb350,113
(US$51,074), respectively, due to the downsizing of operations since the three
months ended December 2007.
Revenues for the period ended September 30, 2008 was Rmb nil compared to
services commission revenues from telecommunication of Rmb9,646 (US$1,407) for
the period ended September 30, 2007. The decrease was due to the Company's
cessation of business upon expiration of the Joint Venture's business license in
December 2007.
Operating expenses for discontinued operations included bank charges and other
expenses. For the period ended September 2008, general and administrative
expenses were Rmb6,239 (US$910) when compared to Rmb Nil for the period ended
September 30, 2007.
The foregoing revenues and expenses have resulted in net losses of Rmb157,638
(US$22,995) and Rmb340,442 (US$49,663) for the period ended September 30, 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 Rmb37,702 (US$5,500) and
Rmb228,023 (US$33,263) for the period ended September 30, 2008 and 2007,
respectively, directly into the Stockholders' Deficit. This comprehensive income
is mainly the result of an unrealized gain on translation of United States
dollar advances from, Honview, from US$ to Rmb on consolidation.
Liquidity and Capital Resources
As of September 30, 2008 and June 30, 2008, the Company had a negative working
capital of Rmb206,164 (US$30,075) and Rmb154,276 (US$22,505), respectively. As
of September 30, 2008, advances from the majority stockholder totaled
Rmb79,658,877 (US$11,620,381) compared to advance from the majority stockholder
of Rmb79,590,829 (US$11,610,624) as of June 30, 2008. The majority stockholder
has confirmed its intention to provide financial support to the Company.
Cash used in operating activities for the three months ended September 30, 2008
was Rmb112,909 (US$16,470) as compared with Rmb380,733 (US$55,541) for the three
months ended September 30, 2007. The cash used in operations was to fund
operating losses of Rmb157,638 (US$22,995) and Rmb340,442 (US$49,663) for the
three months ended September 30, 2008 and 2007, respectively.
14
Cash flows from financing activities have generally come from advances by the
majority stockholder of the Company. During the three months ended September 30,
2008 and 2007, the majority stockholder has advanced Rmb104,674 (US$15,270) and
Rmb243,345 (US$35,499), 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-K, as filed with the
SEC, which includes audited consolidated financial statements for the two fiscal
years ended June 30, 2008. These financial statements and the notes thereto
should be read in conjunction with the latest Annual Report on Form 10-K.
Off Balance Sheet Arrangements
The Company does not have any off balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
None.
Item 4. 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) or Rule 15d-15(e) under the Securities
Exchange Act of 1934). Based on his evaluation, as of September 30, 2008, 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 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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
15
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
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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
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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
16
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: November 12, 2008 By: /s/ Chi Keung Wong
-------------------------------
Chi Keung Wong
Chief Executive Officer and
Chief Financial Officer
(Principal Accounting Officer)
17
EXHIBIT INDEX
Exhibit No. Description
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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
18