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 March 31, 2009.
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)
Indicate by checkmark whether the registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ] (Do not check if Smaller Reporting Company [X]
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 8, 2009, the registrant had outstanding 50,155,000 shares of its
common stock, par value $.001.
Transitional Small Business Disclosure Format (Check One): YES [ ] NO [X]
COL China Online International Inc.
(A Development Stage Enterprise)
REPORT ON FORM 10-Q
For the Period Ended March 31, 2009
Table of Contents
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets as of March 31, 2009 (unaudited)
and June 30, 2008.....................................................1
Consolidated Statements of Operations for the three and nine
months ended March 31, 2009 and 2008 (unaudited)......................2
Consolidated Statements of Changes In Stockholders' Deficit
for the period ended March 31, 2009 (unaudited).......................4
Consolidated Statements of Cash Flows for the nine months
ended March 31, 2009 and 2008 (unaudited).............................5
Notes to Condensed consolidated Financial Statements..................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................13
Item 4T. Controls and Procedures..............................................15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................................16
Item 3. Defaults Upon Senior Securities......................................16
Item 4. Submission of Matters to a Vote of Security Holders..................16
Item 5. Other Information....................................................16
Item 6. Exhibits.............................................................16
Signature Page................................................................18
Exhibit 31.1 Certification
Exhibit 32.1 Certification
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COL CHINA ONLINE INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2009 (unaudited) JUNE 30, 2008
-------------------------- -------------
Note (US$) (Rmb) (Rmb)
(Illustrative
ASSETS only)
- ------
CURRENT ASSETS:
Cash 8,733 59,779 62,445
Deposits and other receivables from discontinued
operations 7 3,068 21,000 21,000
----------- ----------- -----------
Total current assets 11,801 80,779 83,445
PROPERTY, OFFICE SPACE AND EQUIPMENT, net of full
depreciation -- -- --
----------- ----------- -----------
TOTAL ASSETS 11,801 80,779 83,445
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
- -------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses 25,658 175,638 237,721
----------- ----------- -----------
Total current liabilities 25,658 175,638 237,721
----------- ----------- -----------
NON-CURRENT LIABILITIES:
Payable to majority stockholder 8 11,716,099 80,203,727 79,590,829
----------- ----------- -----------
Total non-current liabilities 11,716,099 80,203,727 79,590,829
----------- ----------- -----------
Commitments and contingencies 9
STOCKHOLDERS' DEFICIT:
Common stock, US$0.001 par value, 100,000,000
shares authorized and 50,155,000 shares
issued, outstanding 59,727 408,864 408,864
Additional paid-in capital 177,357 1,214,118 1,214,118
Accumulated deficit before reentering
development stage (12,228,066) (83,708,451) (83,708,451)
Accumulated deficit from inception
of reentering development stage (166,881) (1,142,398) (529,770)
Other comprehensive income 427,907 2,929,281 2,870,134
----------- ----------- -----------
Total stockholders' deficit (11,729,956) (80,298,586) (79,745,105)
----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 11,801 80,779 83,445
=========== =========== ===========
Page 1
COL CHINA ONLINE INTERNATIONAL INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CUMULATIVE
SINCE
REENTERING
DEVELOPMENT
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED STAGE ON
--------------------------------------- -------------------------------------- DECEMBER 10,
MARCH 31, MARCH 31, 2007 TO MARCH
MARCH 31, 2009 2008 MARCH 31, 2009 2008 31, 2009
------------------------- ---------- ------------------------ ---------- ----------
Note (US$) (Rmb) (Rmb) (US$) (Rmb) (Rmb) (Rmb)
(Illustrative (Illustrative
only) only)
CONTINUING OPERATIONS
General and
administrative expenses (27,150) (185,858) (185,577) (88,500) (605,836) (681,417) (1,046,068)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Loss from continuing
operations (27,150) (185,858) (185,577) (88,500) (605,836) (681,417) (1,046,068)
---------- ---------- ---------- ---------- ---------- ---------- ----------
DISCONTINUED OPERATIONS 7
Net loss attributable to
discontinued operations (23) (153) (80,423) (992) (6,792) (10,317) (96,330)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Loss before minority
interest (27,173) (186,011) (266,000) (89,492) (612,628) (691,734) (1,142,398)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Minority interest -- -- -- -- -- -- --
NET LOSS (27,173) (186,011) (266,000) (89,492) (612,628) (691,734) (1,142,398)
Other comprehensive
income
- Foreign currency
translation 2,836 19,413 640,878 8,640 59,147 1,307,867 1,033,537
---------- ---------- ---------- ---------- ---------- ---------- ----------
COMPREHENSIVE (LOSS)
INCOME (24,337) (166,598) 374,878 (80,852) (553,481) 616,133 108,861
========== ========== ========== ========== ========== ========== ==========
Page 2
COL CHINA ONLINE INTERNATIONAL INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CUMULATIVE
SINCE
REENTERING
DEVELOPMENT
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED STAGE ON
------------------------------------ ------------------------------------- DECEMBER 10,
MARCH 31, MARCH 31, 2007 TO MARCH
MARCH 31, 2009 2008 MARCH 31, 2009 2008 31, 2009
----------------------- ---------- ------------------------ ---------- -----------
Note (US$) (Rmb) (Rmb) (US$) (Rmb) (Rmb) (Rmb)
(Illustrative (Illustrative
only) only)
Basic and Fully
Diluted Loss Per
Share 6
From continuing
operations (0.0005) (0.0037) (0.0037) (0.0018) (0.0121) (0.0136) (0.0209)
========== ========== ========== ========== ========== ========== ===========
From discontinued
operations (0.0000) (0.0000) (0.0016) (0.0000) (0.0001) (0.0002) (0.0019)
========== ========== ========== ========== ========== ========== ===========
Weighted Average
Common Share
Outstanding 50,155,000 50,155,000 50,155,000 50,155,000 50,155,000 50,155,000 50,155,000
========== ========== ========== ========== ========== ========== ===========
Page 3
COL CHINA ONLINE INTERNATIONAL INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIOD ENDED MARCH 31, 2009
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 as of 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 as of 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 -- -- -- -- (612,628) -- (612,628)
Other comprehensive income -- -- -- -- -- 59,147 59,147
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance as of March 31, 2009 50,155,000 408,864 1,214,118 (83,708,451) (1,142,398) 2,929,281 80,298,586
=========== =========== =========== =========== =========== =========== ===========
Page 4
COL CHINA ONLINE INTERNATIONAL INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CUMULATIVE
SINCE
REENTERING
FOR THE NINE MONTHS ENDED DEVELOPMENT
-------------------------------------- STAGE ON
DECEMBER 10,
MARCH 31, 2007 TO MARCH
MARCH 31, 2009 2008 31, 2009
------------------------ ---------- ----------
(US$) (Rmb) (Rmb) (Rmb)
(Illustrative
only)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (89,492) (612,628) (691,734) (1,142,398)
Adjustments to reconcile net loss to net cash
used in operating activities:
Write back of provision for staff welfare -- -- (12,000) --
Write back of provision for taxation -- -- (220,418) --
Change in operating assets and liabilities:
Increase (Decrease) in:
Accounts receivable -- -- 19,757 --
Deposit and other receivables -- -- 397,438 23,608
Accounts payable and accrued expenses (9,069) (62,083) (511,114) (5,258)
Business tax payable -- -- (5,250) --
Exchange difference 275 1,882 (43,307) 33,661
---------- ---------- ---------- ----------
Net cash used in operating activities (98,286) (672,829) (1,066,628) (1,090,387)
---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from majority stockholder 97,865 669,945 932,829 1,014,605
---------- ---------- ---------- ----------
Net cash provided by financing activities 97,865 669,945 932,829 1,014,605
---------- ---------- ---------- ----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 32 218 (2,227) 3,889
---------- ---------- ---------- ----------
NET DECREASE IN CASH (389) (2,666) (136,026) (71,893)
CASH, beginning of period 9,122 62,445 190,579 131,672
---------- ---------- ---------- ----------
CASH, end of period 8,733 59,779 54,553 59,779
========== ========== ========== ==========
Page 5
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Company Organization and Operations
COL China Online International Inc. ("COL International" and its
subsidiaries collectively referred to as 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 condensed consolidated financial
statements, the Company has terminated its operations since 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 3 to these financial statements.
2. Basis of Presentation
The accompanying condensed consolidated financial statements have been
prepared assuming the Company will continue operating as a going concern.
Following the termination of operations in December 2007, as more fully
explained in note 3 to these financial statements, 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 its majority stockholder, the realization of assets and liquidation of
liabilities that would not result in a substantial deficit, the success 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 condensed consolidated financial
statements do not include any adjustments that might result from the
outcome of these uncertainties.
The Company believes that its majority stockholder, Honview International
Limited ("Honview"), 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-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 March 31, 2009 and the results of
its operations for the three months and nine months then ended and cash
flows for the 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 6
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. Basis of Presentation (Continued)
The amounts included in the financial statements are presented in Renminbi
("Rmb"), which is the Company's functional currency because the Company's
operations are primarily located in the PRC. For illustrative purposes, the
condensed consolidated balance sheet as at March 31, 2009 and condensed
consolidated statement of operations for the three months and nine months
ended March 31, 2009 and condensed consolidated statement of cash flows for
the nine months ended March 31, 2009 have been translated into US dollars
at approximately 6.8456 Rmb to the dollar, which was the exchange rate at
March 31, 2009.
3. Termination of Operations
The accompanying condensed consolidated financial statements have been
prepared assuming the Company will continue operating as a going concern.
The majority of the Company's business activities were suspended effective
July 2007, and 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 would
request the remaining liabilities to 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.
The majority of the Company's business activities were suspended effective
July 2007, and on November 23, 2007, the board of directors 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 has
taken place.
In accordance with the applicable accounting guidance, the assets and
liabilities related to the operations with the Joint Venture have been
separately disclosed in note 7 to the condensed consolidated financial
statements. The results of the discontinued operations are reported as a
separate component within the Condensed Consolidated Statement of
Operations outside of loss from continuing operations. The components of
the results related to the Joint Venture have been separately disclosed in
note 7 to the condensed consolidated financial statements.
Page 7
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. Termination of Operations (Continued)
As a result of the expiration of the Joint Venture licenses on December 10,
2007, the Company reentered the development stage. It is expected that the
Company will remain in such status until a business combination has taken
place. The results of operations that have accumulated since the Company
reentered the development stage are presented in the Condensed 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, Condensed Consolidated Statement of Changes in Stockholders'
Deficit and the Condensed Consolidated Statement of Cash Flows for the
period from December 10, 2007 (inception) to March 31, 2009.
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 condensed 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.
Page 8
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4. Recently Issued Accounting Standards
In December 2007, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141(R), Business
Combinations ("SFAS 141(R)"), which replaces SFAS No. 141. The statement
retains the fundamental requirements in SFAS No. 141 that the acquisition
method of accounting (previously referred to as the purchase method of
accounting) be used for all business combinations, but requires a number of
changes, including changes in the way assets and liabilities are recognized
as a result of business combinations. It also requires the capitalization
of in-process research and development at fair value and requires the
expensing of acquisition-related costs as incurred. In April 2009, the FASB
issued FSP FAS 141(R)-1, which amends SFAS 141(R) by establishing a model
to account for certain pre-acquisition contingencies. Under the FSP, an
acquirer is required to recognize at fair value an asset acquired or a
liability assumed in a business combination that arises from a contingency
if the acquisition-date fair value of that asset or liability can be
determined during the measurement period. If the acquisition-date fair
value cannot be determined, then the acquirer should follow the recognition
criteria in SFAS No. 5, Accounting for Contingencies, and FASB
Interpretation No. 14, Reasonable Estimation of the Amount of a Loss - an
interpretation of FASB Statement No. 5. SFAS 141(R) and FSP FAS 141(R)-1
are effective for the Company beginning July 1, 2009, and will apply
prospectively to business combinations completed on or after that date. The
impact of the adoption of SFAS 141(R) and FSP FAS 141(R)-1 will depend on
the nature of acquisitions completed after the date of adoption.
In May 2008, the FASB issued Statement of Financial Accounting Standards
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 February 2008, the FASB issued FSP FAS 157-2, Effective Date of FASB
Statement No. 157, which delays the effective date of SFAS No. 157 for us
to July 1, 2009, for all nonfinancial assets and nonfinancial liabilities,
except for items that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). We believe
the adoption of the delayed items of SFAS No. 157 will not have a material
impact on our financial statements.
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition
and Presentation of Other-Than-Temporary Impairments, which provides
operational guidance for determining other-than-temporary impairments
("OTTI") for debt securities. FSP No. 115-2 and 124-2 is effective for
interim and annual periods ending after June 15, 2009 and will be adopted
by the Company beginning in the third quarter of 2009. Although the Company
will continue to evaluate the application of FSP No. 115-2 and 124-2,
management does not currently believe adoption of this accounting
pronouncement will have a material impact on the Company's financial
condition or operating results.
Page 9
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED 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 nine months ended March 31, 2009, represented the gain from foreign
currency translation adjustments mainly on the payable to majority
stockholder.
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 ("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 March 31, 2009, no options had been granted under
the 2000 Plan.
Page 10
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 the Condensed
Consolidated Statement of Operations outside of loss from continuing
operations.
The results of the discontinued operations for the period ended March 31,
2009 are summarized as follows:
CUMULATIVE
SINCE
REENTERING
DEVELOPMENT
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED STAGE ON
--------------------------------- --------------------------------- DECEMBER 10,
MARCH 31, MARCH 31, 2007 TO MARCH
MARCH 31, 2009 2008 MARCH 31, 2009 2008 31, 2009
--------------------- -------- --------------------- -------- --------
(US$) (Rmb) (Rmb) (US$) (Rmb) (Rmb) (Rmb)
(Illustrative (Illustrative
only) only)
Turnover -- -- -- -- -- 9,646 --
Cost of sales -- -- -- -- -- -- (30,000)
Operating expenses (23) (156) (80,582) (995) (6,814) (257,017) (88,402)
Other income -- 3 159 3 22 237,054 22,072
-------- -------- -------- -------- -------- -------- --------
Loss before taxation (23) (153) (80,423) (992) (6,792) (10,317) (96,330)
======== ======== ======== ======== ======== ======== ========
Loss before minority
interest (23) (153) (80,423) (992) (6,792) (10,317) (96,330)
======== ======== ======== ======== ======== ======== ========
Net loss attributable
to discontinued
operations (23) (153) (80,423) (992) (6,792) (10,317) (96,330)
======== ======== ======== ======== ======== ======== ========
Page 11
COL CHINA ONLINE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7. Discontinued Operations (Continued)
Assets and liabilities of the discontinued operations, which have been
included in the Condensed Consolidated Balance Sheets, were as follows:
JUNE 30,
MARCH 31, 2009 2008
-------------------- -------
(US$) (Rmb) (Rmb)
(Illustrative
Only)
Deposits and other receivables 3,068 21,000 21,000
------ ------ ------
Net assets 3,068 21,000 21,000
====== ====== ======
8. Payable to Majority Stockholder
The amount due by the Company to Honview, its majority stockholder, is
unsecured, interest-free and repayable on demand. The fair value of the
advance from the 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 March 31, 2009 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.
Page 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 forward-looking
statements included herein are based on assumptions that management believes to
be reasonable as of the date of filing this Quarterly Report on Form 10-Q.
However, whether actual results and developments will conform to these
assumptions and expectations is subject to a number of risks and uncertainties
that, among other things, could cause actual results to differ materially from
those contained in the forward-looking statements. The risks, uncertainties and
cautionary statements made in this report should be read as being applicable to
all related forward-looking statements wherever they appear in this report.
Risks factors and other uncertainties that could cause or contribute to any
difference in actual results from those in any forward-looking statements
include those discussed in this report and in the Company's Annual Report on
Form 10-K for the year ended June 30, 2008. The Company assumes no obligation to
update publicly any forward-looking statements whether as a result of new
information, future events or otherwise.
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 "shell
company" and as a going concern is dependent upon the continuing support from
Honview International Limited ("Honview"), a former stockholder 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. However, it is uncertain as
for how long or to what extent such a period of time would be "reasonable", and
there can be no assurance that the financing from the principal stockholder will
not be discontinued. The uncertainties may result in adverse effects on
continuation of the Company as a going concern. The accompanying financial
statements do not include or reflect any adjustments that might result from the
outcome of these uncertainties.
Termination of Operations - The Company 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 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 the Securities and Exchange Act of 1934, as amended (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.
Page 13
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.
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 related to
the Joint Venture are separately disclosed in note 7 to the condensed
consolidated financial statements. The results of discontinued operations are
reported as a separate component within the Condensed Consolidated Statement of
Operations outside of loss from continuing operations. The components of the
results related to the Joint Venture have been separately disclosed in note 7 to
the condensed consolidated financial statements.
In addition, the Company reentered the development stage upon the expiration of
the Joint Venture license. The results of operations that have accumulated since
the Company reentered the development stage are presented in the Condensed
Consolidated Statement of Operations. The accumulated deficit before reentering
development stage and the accumulated deficit since reentering the development
stage (inception) have been separately presented in the Balance Sheet, Condensed
Consolidated Statement of Changes in Stockholders' Deficit and the Condensed
Consolidated Statement of Cash Flows for the period from December 10, 2007
(inception) to March 31, 2009.
Results of Operations for the Three and Nine Months Ended March 31, 2009
Compared to the Three and Nine Months Ended March 31, 2008
Revenues - For the three and nine months ended March 31, 2009 and 2008, there
were no revenues from operations.
Operating Expenses - General and administrative expenses for continuing
operations included mainly salaries and professional fees. General and
administrative expenses increased very slightly from Rmb185,557 (US$27,107) for
the three months ended March 31, 2008, to Rmb185,858 (US$27,150) for the three
months ended March 31, 2009. General and administrative expenses decreased from
Rmb681,417 (US$99,539) for the nine months ended March 31, 2008, to Rmb605,836
(US$88,500) for the nine months ended March 31, 2009, as less expenses were
incurred following the expiration of the Joint Venture license on December 10,
2007.
Operating expenses for discontinued operations included bank charges and other
expenses.
The foregoing revenues and expenses have resulted in net losses of Rmb186,011
(US$27,173) and Rmb612,628 (US$89,492) for the three months and nine months
ended March 31, 2009, respectively, as compared to net losses of Rmb266,000
(US$38,858) and Rmb691,734 (US$101,046) for the three months and nine months
ended March 31, 2008. The Company expects to continue to incur non-operating
expenses as a shell company.
Other Comprehensive Income - The Company has recorded other comprehensive income
of Rmb19,413 (US$2,836) and Rmb59,147 (US$8,640) for the three months and nine
months ended March 31, 2009, respectively, as compared to Rmb640,878 (US$93,622)
and Rmb1,307,867 (US$191,049) for the three months and nine months ended March
31, 2008, respectively, directly into the Stockholders' Deficit. This
comprehensive income is mainly the result of an unrealized gain on translation
of advances from Honview from US$ to Rmb on consolidation.
Page 14
Liquidity and Capital Resources
As of March 31, 2009 and June 30, 2008, the Company had a negative working
capital of Rmb94,859 (US$13,857) and Rmb154,276 (US$22,505), respectively. As of
March 31, 2009, advances from the majority stockholder totaled Rmb80,203,727
(US$11,716,099) compared to advances 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 nine months ended March 31, 2009 was
Rmb672,829 (US$98,286) as compared with Rmb1,066,628 (US$155,810) for the nine
months ended March 31, 2008. The cash used in operations was to fund operating
losses of Rmb612,628 (US$89,492) and Rmb691,734 (US$101,046) for the nine months
ended March 31, 2009 and 2008, respectively.
Cash flows from financing activities have generally come from advances by the
majority stockholder of the Company. During the nine months ended March 31, 2009
and 2008, the majority stockholder advanced Rmb669,948 (US$97,865) and
Rmb932,829 (US$136,767) to the Company, 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.
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 material effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.
Item 4T. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of its chief executive officer
and chief financial officer, evaluated the effectiveness of the Company's
disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)
and pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act as at March
31, 2009. In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives. In addition, the design of disclosure controls and
procedures must reflect the fact that there are resource constraints and that
management is required to apply its judgment in evaluating the benefits of
possible controls and procedures relative to their costs.
Based on the Company's evaluation, its chief executive officer and chief
financial officer concluded that the Company's disclosure controls and
procedures are designed at a reasonable assurance level and were fully effective
Page 15
as of March 31, 2009 in providing reasonable assurance that information the
Company is required to disclose 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, and
that such information is accumulated and communicated to management, including
the Company's chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting.
The Company regularly reviews its system of internal control over financial
reporting and make changes to its processes and systems to improve controls and
increase efficiency, while ensuring that the Company maintains an effective
internal control environment. Changes may include such activities as
implementing new, more efficient systems, consolidating activities, and
migrating processes.
There were no changes in the Company's internal controls over financial
reporting (as such term is defined under Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during the period covered by this Report on Form
10-Q that has materially affected, or is reasonably likely to materially affect,
the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
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)
Page 16
Exhibit No. Description
- ----------- -----------
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 (Principal Accounting Officer) pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer and Chief Financial
Officer (Principal Accounting 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 17
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 14, 2009 By: /s/ Chi Keung Wong
--------------------------------
Chi Keung Wong
Chief Executive Officer and
Chief Financial Officer
(Principal Accounting Officer)
Page 18
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 (Principal Accounting Officer) pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer and Chief Financial
Officer (Principal Accounting 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