FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number: 333-39208
COL China Online International Inc.
-----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-2224845
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3176 South Peoria Court, Suite 100
Aurora, Colorado, 80014
-----------------------
(Address of principal executive offices) (Zip Code)
(303) 695-8530
--------------
(Registrant's telephone number, including area code)
Indicate by check mark 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.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
[ ] Yes [ ] 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. (check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
[X] Yes [ ] No
As of February 1, 2010, the registrant had outstanding 50,155,000 shares of its
common stock, par value $0.001.
Page 1
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of December 31, 2009 (Unaudited) and
June 30, 2009 3
Consolidated Statements of Operations for the three and six months
ended December 31, 2009 and 2008 (Unaudited) 4
Consolidated Statements of Changes in Stockholder's deficit for the six
months ended December 31, 2009 (Unaudited) and year ended June 30, 2009 6
Consolidated Statements of Cash Flows for the six months ended
December 31, 2009 and 2008 (Unaudited) 7
Notes to Financial Statements 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 16
ITEM 4T. CONTROLS AND PROCEDURES 16
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS 18
SIGNATURES 19
Page 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COL CHINA ONLINE INTERNATIONAL INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2009 (unaudited) JUNE 30, 2009
-------------------------------- -------------
Note (US$) (Rmb) (Rmb)
(Illustrative
ASSETS only)
- ------
CURRENT ASSETS:
Cash 7,013 48,002 33,857
Deposits and other receivables from discontinued
operations 7 3,068 21,000 21,000
----------- ----------- -----------
Total current assets 10,081 69,002 54,857
PROPERTY, OFFICE SPACE AND EQUIPMENT, net of full
depreciation -- -- --
----------- ----------- -----------
TOTAL ASSETS 10,081 69,002 54,857
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
- ----------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses 21,671 148,328 222,514
----------- ----------- -----------
Total current liabilities 21,671 148,328 222,514
----------- ----------- -----------
NON-CURRENT LIABILITIES:
Payable to majority stockholder 8 11,813,544 80,860,870 80,384,466
----------- ----------- -----------
Total non-current liabilities 11,813,544 80,860,870 80,384,466
----------- ----------- -----------
Commitments and contingencies 9
STOCKHOLDERS' DEFICIT:
Common stock, US$0.001 par value, 100,000,000
shares authorized and 50,155,000 shares
issued, outstanding 59,734 408,864 408,864
Additional paid-in capital 177,378 1,214,118 1,214,118
Accumulated deficit before reentering
development stage (12,229,567) (83,708,451) (83,708,451)
Accumulated deficit from inception
of reentering development stage (261,006) (1,786,526) (1,398,453)
Other comprehensive income 428,327 2,931,799 2,931,799
----------- ----------- -----------
Total stockholders' deficit (11,825,134) (80,940,196) (80,552,123)
----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 10,081 69,002 54,857
=========== =========== ===========
Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange rate of
US$1.00 = Rmb 6.84476. No representation is made that the Rmb amounts could have been, or could be, converted into
US$, at that rate on December 31, 2009 or at any other rate.
The financial statements should be read in conjunction with the accompanying notes.
Page 3
COL CHINA ONLINE INTERNATIONAL INC.
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
CUMULATIVE
SINCE
REENTERING
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED DEVELOPMENT
---------------------------------------- --------------------------------------- STAGE ON
DECEMBER 10,
2007 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
DECEMBER 31, 2009 2008 DECEMBER 31, 2009 2008 2009
------------------------- ------------ ------------------------ ----------- -----------
Note (US$) (Rmb) (Rmb) (US$) (Rmb) (Rmb) (Rmb)
(Illustrative (Illustrative
only) only)
CONTINUING OPERATIONS
General and administrative
expenses (28,368) (194,171) (268,565) (56,696) (388,073) (419,977) (1,690,146)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Loss from continuing
operation (28,368) (194,171) (268,565) (56,696) (388,073) (419,977) (1,690,146)
---------- ---------- ---------- ---------- ---------- ---------- ----------
DISCONTINUED OPERATIONS 7
Net loss attributable to
discontinued operations -- -- (414) -- -- (6,640) (96,380)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Loss before minority interest (28,368) (194,171) (268,979) (56,696) (388,073) (426,617) (1,786,526)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Minority interest -- -- -- -- -- -- --
NET LOSS (28,368) (194,171) (268,979) (56,696) (388,073) (426,617) (1,786,526)
Other comprehensive income
- Foreign currency
translation -- -- 2,032 -- -- 39,734 1,036,055
---------- ---------- ---------- ---------- ---------- ---------- ----------
COMPREHENSIVE (LOSS) INCOME (28,368) (194,171) (266,947) (56,696) (388,073) (386,883) 750,471
========== ========== ========== ========== ========== ========== ==========
Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange rate of US$1.00 =
Rmb 6.84476. No representation is made that the Rmb amounts could have been, or could be, converted into US$, at that rate on
December 31, 2009 or at any other rate.
The financial statements should be read in conjunction with the accompanying notes.
Page 4
COL CHINA ONLINE INTERNATIONAL INC.
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
CUMULATIVE SINCE
REENTERING
DEVELOPMENT
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED STAGE ON
------------------------------------ ------------------------------------ DECEMBER 10,
2007 TO
DECEMBER 31, DECEMBER 31, DECEMBER
DECEMBER 31, 2009 2008 DECEMBER 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 (0.0006) (0.0039) (0.0054) (0.0011) (0.0077) (0.0084) (0.0337)
========== ========== ========== ========== ========== ========== ==========
From discontinued operations (0.0000) (0.0000) (0.0000) (0.0000) (0.0000) (0.0001) (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
========== ========== ========== ========== ========== ========== ==========
Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange rate of US$1.00 =
Rmb 6.84476. No representation is made that the Rmb amounts could have been, or could be, converted into US$, at that rate
on December 31, 2009 or at any other rate.
The financial statements should be read in conjunction with the accompanying notes.
Page 5
COL CHINA ONLINE INTERNATIONAL INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
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, 2008 50,155,000 408,864 1,214,118 (83,708,451) (529,770) 2,870,134 (79,745,105)
Net loss for the year -- -- -- -- (868,683) -- (868,683)
Other comprehensive income -- -- -- -- -- 61,665 61,665
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance as of July 1, 2009 50,155,000 408,864 1,214,118 (83,708,451) (1,398,453) 2,931,799 (80,552,123)
Net loss for the period -- -- -- -- (388,073) -- (388,073)
Other comprehensive income -- -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance as of December 31,
2009 50,155,000 408,864 1,214,118 (83,708,451) (1,786,526) 2,931,799 (80,940,196)
=========== =========== =========== =========== =========== =========== ===========
Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange rate of US$1.00 =
Rmb 6.84476. No representation is made that the Rmb amounts could have been, or could be, converted into US$, at that rate on
December 31, 2009 or at any other rate.
The financial statements should be read in conjunction with the accompanying notes.
Page 6
COL CHINA ONLINE INTERNATIONAL INC.
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
CUMULATIVE
SINCE
REENTERING
FOR THE SIX MONTHS ENDED DEVELOPMENT
---------------------------------------- STAGE ON
DECEMBER 10,
2007 TO
DECEMBER 31, DECEMBER 31,
DECEMBER 31, 2009 2008 2009
------------------------- ---------- ----------
(US$) (Rmb) (Rmb) (Rmb)
(Illustrative
only)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (56,696) (388,073) (426,617) (1,786,527)
Adjustments to reconcile net loss to net
cash used in operating activities:
Change in operating assets and liabilities:
Decrease in:
Deposit and other receivables -- -- -- 23,608
Increase in:
Accounts payable and accrued expenses (10,838) (74,186) (66,341) (32,568)
Exchange difference -- -- 1,265 33,722
---------- ---------- ---------- ----------
Net cash used in operating activities (67,534) (462,259) (491,693) (1,761,765)
---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from majority stockholder 69,602 476,404 461,446 1,680,145
---------- ---------- ---------- ----------
Net cash provided by financing activities 69,602 476,404 461,446 1,680,145
---------- ---------- ---------- ----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH -- -- 75 (2,050)
---------- ---------- ---------- ----------
NET DECREASE IN CASH 2,068 14,145 (30,172) (83,670)
CASH, beginning of period 4,945 33,857 62,445 131,672
---------- ---------- ---------- ----------
CASH, end of period 7,013 48,002 32,273 48,002
========== ========== ========== ==========
Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange
rate of US$1.00 = Rmb 6.84476. No representation is made that the Rmb amounts could have been, or could be,
converted into US$, at that rate on December 31, 2009 or at any other rate.
The financial statements should be read in conjunction with the accompanying notes.
Page 7
COL CHINA ONLINE INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Company Organization and Operations
Nature of Operations - COL China Online International Inc. ("COL
International", COL International and its subsidiaries are collectively
referred to as the "Company") was incorporated as a Delaware corporation on
February 22, 2000, for the purpose of acquiring 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 since
become a shell company. As a result, 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 was 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.
Page 8
COL CHINA ONLINE INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO CONDENSED 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, 2009, which was filed on
September 30, 2009. In the opinion of the directors, all adjustments,
including normal recurring adjustments necessary to present fairly the
financial position of the Company as of December 31, 2009, and the results
of its operations for the three and six months then ended 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 Company has evaluated subsequent events through the date and time this
Quarterly Report on Form 10-Q was filed on February 16, 2010 with the SEC.
The amounts included in the financial statements are presented in Renminbi
("Rmb") because the Company's activities are primarily conducted in the
PRC. For illustrative purposes, the consolidated balance sheet as at
December 31, 2009, consolidated statement of operations for the three and
six months ended December 31, 2009 and consolidated statement of cash flows
for the six months ended December 31, 2009 have been translated into US
dollars at approximately 6.84476 Rmb to the dollar, which was the exchange
rate at December 31, 2009.
3. Termination of Operations
The accompanying consolidated financial statements have been prepared
assuming COL International will continue operating as a going concern. The
majority of the Company's business activities were suspended effective July
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 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.
Page 9
COL CHINA ONLINE INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 consolidated financial statements.
Discontinued operations are reported as a separate component within the
consolidated statements of operations and outside of the 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 license 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 statements of
operations. The accumulated deficit before reentering development stage and
the cumulative financial information since reentering the development stage
(inception) have been separately presented in the consolidated balance
sheets, consolidated statements of changes in stockholders' deficit and the
consolidated statements of cash flows for the period from December 10, 2007
(inception) to December 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.
4. Recently Issued Accounting Standards
In January 2010, the Financial Accounting Standards Board issued Accounting
Standards Update ("ASU") 2010-04, Technical Corrections to SEC Paragraphs,
containing revisions to various "S" Sections in the Accounting Standards
Codification. These Sections reflect certain rules, regulations,
interpretive releases of the SEC, which represent authoritative guidance
for SEC registrants. The "S" Sections also include content from certain SEC
Staff Accounting Bulletins as well as SEC Staff Announcements and SEC
Observer Comments made at EITF meetings.
The technical corrections in ASU 2010-04 primarily reflect revisions to "S"
Sections of various Codification Topics related to SEC Staff Announcements,
to reflect the appropriate Codification references. The adoption of the ASU
2010-04 will not have a material impact on the Company's financial
statements.
Page 10
COL CHINA ONLINE INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. Comprehensive Income
The Company accounts for comprehensive income in accordance with ASC 220,
"Comprehensive Income". ASC 220 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.
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 COL International'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 December 31, 2009, no option
had been granted under the 2000 Plan.
Page 11
COL CHINA ONLINE INTERNATIONAL INC.
(A Development Stage Company)
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 have been reported as a separate component within the
consolidated statements of operations and outside of the loss from
continuing operations.
The results of the discontinued operations for the period ended December
31, 2009 are summarized as follows (unaudited):
CUMULATIVE SINCE
REENTERING
DEVELOPMENT
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED STAGE ON
---------------------------------- ------------------------------- DECEMBER 10,
2007 TO
DECEMBER 31, DECEMBER 31, DECEMBER
DECEMBER 31, 2009 2008 DECEMBER 31, 2009 2008 31, 2009
--------------------- ---------- ------------------- --------- ----------
(US$) (Rmb) (Rmb) (US$) (Rmb) (Rmb) (Rmb)
(Illustrative (Illustrative
only) only)
Turnover -- -- -- -- -- -- --
Cost of sales -- -- -- -- -- -- (30,000)
Operating expenses -- -- (420) -- -- (6,659) (88,430)
Other income -- -- 6 -- -- 19 22,050
------ ------ ------- ------ ------ ------- -------
Loss before taxation -- -- (414) -- -- (6,640) (96,380)
====== ====== ======= ====== ====== ======= =======
Loss before minority interest -- -- (414) -- -- (6,640) (96,380)
====== ====== ======= ====== ====== ======= =======
Net loss attributable to
discontinued operations -- -- (414) -- -- (6,640) (96,380)
====== ====== ======= ====== ====== ======= =======
Page 12
COL CHINA ONLINE INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7. Discontinued Operations (Continued)
Assets and liabilities of the discontinued operations, which have been
included in the consolidated balance sheets, were as follows:
JUNE 30,
DECEMBER 31, 2009 2009
-------------------- -------
(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 Shareholder
The amount due is unsecured, interest-free and must be repaid 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 December 31, 2009 and June 30, 2009, 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 13
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, 2009.
Overview
- --------
COL China Online International, Inc. ( "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 had 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.
Page 14
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. The Company has relied on private financing from Honview
which amount due is repayable on demand. Honview has confirmed to the Company
that it will not demand repayment for the current fiscal year and the Company
has classified such amount as a non-current liability.
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 financial
statements. Discontinued operations are reported as a separate component within
the consolidated statements of operations and outside of the loss from
continuing operations. As a result, net revenues or cost of sales, all of which
related to the joint venture, are no longer report separately in the
consolidated statements of operations.
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 consolidated
statements 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 consolidated balance sheets,
consolidated statements of changes in stockholders' deficit and the consolidated
statements of cash flows for the period from December 10, 2007 (inception) to
December 31, 2009.
Results of Operations for the Three and Six Months Ended December 31, 2009
General and administrative expenses for continuing operations included salaries
and other expenses. For the six months ended December 31, 2009 and 2008, general
and administrative expenses decreased to Rmb388,073 (US$56,696) from Rmbgeneral
and administrative expenses decreased to Rmb194,171 (US$28,368) from Rmbdue to a
decrease in professional fees.
There was no revenue for the periods ended December 31, 2009 and December 31,
2008 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 three and six months ended December 31, 2009, general and
administrative expenses were RmbNil when compare to Rmb420 and Rmb6,659 for the
three and six months ended December 31, 2008.
The foregoing revenues and expenses have resulted in net losses of Rmb194,171
(US$28,368) from Rmb268,979 and Rmb388,073 (US$56,696) from Rmb426,617 for the
three months and six months ended December 31, 2009 and 2008, respectively. The
Company expects to continue to incur non-operating expenses as a shell company.
The Company has recorded other comprehensive income of RmbNil from Rmb2,032 and
RmbNil from Rmb39,734 for three months and six months ended December 31, 2009
and 2008, respectively, directly into \ stockholders' deficit. This
comprehensive income is mainly the result of unrealized gain on translation of
United States dollar advances from, Honview, from US$ to Rmb on consolidation.
Page 15
Liquidity and Capital Resources
As of December 31, 2009 and June 30, 2009, the Company had a negative working
capital of Rmb79,326 (US$11,590) and Rmb167,657, respectively. As of December
31, 2009, advances from the majority stockholder totaled Rmb80,860,870
(US$11,813,544) compared to advance from the majority stockholder of
Rmb80,384,466 as of June 30, 2009. The majority stockholder has confirmed its
intention to provide financial support to the Company.
Cash used in operating activities for the six months ended December 31, 2009 was
Rmb462,259 (US$67,534) as compared with Rmb491,693 for the six months ended
December 31, 2008. The cash used in operations was to fund operating losses of
Rmb388,073 (US$56,696) and Rmb426,617 for the six months ended December 31, 2009
and 2008, respectively.
Cash flows from financing activities have generally come from advances by the
majority stockholder of the Company. During the six months ended December 31,
2009 and 2008, the majority stockholder has advanced Rmb476,404 (US$69,602) and
Rmb461,446 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 financial statements included elsewhere in this Quarterly Report on Form
10-Q, including the critical accounting policies and use of estimates, 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, 2009.
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
Not applicable.
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 of the
end of the period covered by this Quarterly Report on Form 10-Q. 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.
Page 16
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
as of December 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 makes 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 Quarterly Report
on Form 10-Q that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
Page 17
PART II - OTHER INFORMATION
Item 6. Exhibits.
31.1 Section 302 Certification of Chief Executive Officer and Chief
Financial Officer
32.1 Section 906 Certification of Chief Executive Officer and Chief
Financial Officer
Page 18
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.
Date: February 12, 2010
COL CHINA ONLINE INTERNATIONAL INC.
-----------------------------------
(Registrant)
By: /s/ Chi Keung Wong
Chi Keung Wong
Chief Executive Officer and
Chief Financial Officer
(Principal Accounting Officer)
Page 19
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
31.1 Section 302 Certification of Chief Executive Officer and Chief
Financial Officer
32.1 Section 906 Certification of Chief Executive Officer and Chief
Financial Officer