Nevada
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87-0629754
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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Large Accelerated Filer |_| | Accelerated Filer |_| | Non-accelerated Filer |_| | Smaller Reporting Company |X| |
Page
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PART I - FINANCIAL INFORMATION
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ITEM 1 - FINANCIAL STATEMENTS
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Condensed Consolidated Balance Sheets as of June 30, 2011 (Unaudited) and December 31, 2010
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4
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||
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months ended June 30, 2011 and 2010 (Unaudited)
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5
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Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2011 and 2010 (Unaudited)
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6
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Condensed Consolidated Statements of Stockholders’ Deficit for the Six Months ended June 30, 2011
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7
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Notes to Condensed Consolidated Financial Statements
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8 – 15
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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16
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ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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19
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ITEM 4 - CONTROLS AND PROCEDURE
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19
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PART II - OTHER INFORMATION
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ITEM 6 - EXHIBITS
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20
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SIGNATURES
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21
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June 30, 2011
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December 31, 2010
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|||||||
(Unaudited)
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(Audited)
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|||||||
ASSETS
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||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 9,043 | $ | 16,367 | ||||
Accounts receivable, related party
|
3,854 | 3,854 | ||||||
Deposits and other receivables
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- | 3,327 | ||||||
Total current assets
|
12,897 | 23,548 | ||||||
Non-current assets:
|
||||||||
Plant and equipment, net
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28,030 | 33,192 | ||||||
TOTAL ASSETS
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$ | 40,927 | $ | 56,740 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
$ | 7,000 | $ | 20,337 | ||||
Amount due to a shareholder
|
2,761,263 | 2,483,028 | ||||||
Total current liabilities
|
2,768,263 | 2,503,365 | ||||||
Long-term liabilities:
|
||||||||
Note payable to a shareholder
|
166,992 | 166,998 | ||||||
Total liabilities
|
2,935,255 | 2,670,363 | ||||||
Commitments and contingencies
|
||||||||
Stockholders’ deficit:
|
||||||||
Series A, Convertible preferred stock, $0.001 par value; 10,000,000 shares authorized, 500,000 shares issued and outstanding, respectively
|
500 | 500 | ||||||
Common stock, $0.001 par value; 200,000,000 shares authorized; 1,996,355 shares issued and outstanding, respectively
|
1,996 | 1,996 | ||||||
Additional paid-in capital
|
197,570 | 197,570 | ||||||
Accumulated other comprehensive income
|
4,040 | 3,922 | ||||||
Accumulated deficit
|
(3,098,434 | ) | (2,817,611 | ) | ||||
Total stockholders’ deficit
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(2,894,328 | ) | (2,613,623 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 40,927 | $ | 56,740 |
Three months ended June 30,
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Six months ended June 30,
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|||||||||||||||
2011
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2010
|
2011
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2010
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|||||||||||||
REVENUES, NET
|
||||||||||||||||
- Related party
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$ | 3,857 | $ | 3,856 | $ | 7,710 | $ | 7,720 | ||||||||
- Non-related party
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- | 641 | - | 2,779 | ||||||||||||
Total revenues, net
|
3,857 | 4,497 | 7,710 | 10,499 | ||||||||||||
COST OF REVENUE (exclusive of depreciation)
|
(10,418 | ) | (7,058 | ) | (20,907 | ) | (19,911 | ) | ||||||||
GROSS LOSS
|
(6,561 | ) | (2,561 | ) | (13,197 | ) | (9,412 | ) | ||||||||
Operating expenses:
|
||||||||||||||||
Sales and marketing
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1,538 | 2,251 | 3,074 | 4,414 | ||||||||||||
General and administrative
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125,521 | 162,413 | 264,552 | 380,406 | ||||||||||||
Total operating expenses
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127,059 | 164,664 | 267,626 | 384,820 | ||||||||||||
LOSS BEFORE INCOME TAXES
|
(133,620 | ) | (167,225 | ) | (280,823 | ) | (394,232 | ) | ||||||||
Income tax expense
|
- | - | - | - | ||||||||||||
NET LOSS
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$ | (133,620 | ) | $ | (167,225 | ) | $ | (280,823 | ) | $ | (394,232 | ) | ||||
Other comprehensive income:
|
||||||||||||||||
- Foreign currency translation (loss) gain
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(1,729 | ) | 5,205 | 118 | 7,419 | |||||||||||
COMPREHENSIVE LOSS
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$ | (135,349 | ) | $ | (162,020 | ) | $ | (280,705 | ) | $ | (386,813 | ) | ||||
Net loss per share – basic and diluted
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$ | (0.07 | ) | $ | (0.08 | ) | $ | (0.14 | ) | $ | (0.20 | ) | ||||
Weighted average common shares outstanding – basic and diluted
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1,996,355 | 1,996,355 | 1,996,355 | 1,996,355 |
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See accompanying notes to the condensed consolidated financial statements.
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Six months ended June 30,
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||||||||
2011
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2010
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|||||||
Cash flow from operating activities:
|
||||||||
Net loss
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$ | (280,823 | ) | $ | (394,232 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||
Depreciation
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7,184 | 39,189 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable, trade
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- | 11,581 | ||||||
Accounts receivable, related party
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- | (3,860 | ) | |||||
Deposits and other receivables
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3,327 | 16,528 | ||||||
Accounts payable and accrued liabilities
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(13,337 | ) | (12,540 | ) | ||||
Net cash used in operating activities
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(283,649 | ) | (343,334 | ) | ||||
Cash flows from investing activities:
|
||||||||
Purchase of plant and equipment
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(2,022 | ) | (505 | ) | ||||
Net cash used in investing activities
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(2,022 | ) | (505 | ) | ||||
Cash flows from financing activities:
|
||||||||
Advances from a shareholder
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278,350 | 326,518 | ||||||
Net cash provided by financing activities
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278,350 | 326,518 | ||||||
Effect of exchange rate change on cash and cash equivalents
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(3 | ) | (176 | ) | ||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
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(7,324 | ) | (17,497 | ) | ||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
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16,367 | 53,850 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
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$ | 9,043 | $ | 36,353 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
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||||||||
Cash paid for income taxes
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$ | - | $ | - | ||||
Cash paid for interest
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$ | - | $ | - |
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See accompanying notes to the condensed consolidated financial statements
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Series A Convertible preferred stock
|
Common stock
|
Additional
paid-in
|
Accumulated other comprehensive | Accumulated | Total stockholders’ | |||||||||||||||||||||||||||
No. of shares | Amount | No. of shares | Amount | capital | income | deficit | deficit | |||||||||||||||||||||||||
Balance as of January 1, 2011
|
500,000 | $ | 500 | 1,996,355 | $ | 1,996 | $ | 197,570 | $ | 3,922 | $ | (2,817,611 | ) | $ | (2,613,623 | ) | ||||||||||||||||
Net loss for the period
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- | - | - | - | - | (280,823 | ) | (280,823 | ) | |||||||||||||||||||||||
Foreign currency translation adjustment
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- | - | - | - | - | 118 | - | 118 | ||||||||||||||||||||||||
Balance as of June 30, 2011
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500,000 | $ | 500 | 1,996,355 | $ | 1,996 | $ | 197,570 | $ | 4,040 | $ | (3,098,434 | ) | $ | (2,894,328 | ) |
●
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Use of estimates
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|
●
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Basis of consolidation
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●
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Cash and cash equivalents
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●
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Accounts receivable
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|
●
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Plant and equipment
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Expected useful life
|
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Furniture, fittings and office equipment
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5 years
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Computer and broadcasting equipment
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5 years
|
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●
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Impairment of long-lived assets
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●
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Revenue recognition
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●
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Income taxes
|
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●
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Net loss per share
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●
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Comprehensive loss
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|
●
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Foreign currency translation
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June 30, 2011
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June 30, 2010
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|||||||
Period-end HK$:US$1 exchange rate
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7.7835 | 7.7847 | ||||||
Period average HK$:US$1 exchange rate
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7.7830 | 7.7717 |
●
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Segment reporting
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●
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Related parties
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●
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Fair value of financial instruments
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●
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Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;
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●
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Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
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●
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Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.
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●
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Recent accounting pronouncements
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(a)
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Amount due to a shareholder
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(b)
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Note payable to a shareholder
|
June 30, 2011
|
December 31, 2010
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforwards
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$ | 363,483 | $ | 327,985 | ||||
Less: valuation allowance
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(363,483 | ) | (327,985 | ) | ||||
Net deferred tax assets
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$ | - | $ | - |
(a)
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Accounts receivable and sales – related company
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(b)
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IT service cost paid to a related company
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(c)
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Rent charge paid to a related company
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(a)
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Major customers
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Three months ended June 30, 2010 | June 30, 2010 | |||||||||||
Revenue | Percentage
of revenue
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Accounts
receivable
|
||||||||||
Customer A (related party)
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$ | 3,856 | 86 | % | $ | 3,854 | ||||||
Customer B
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641 | 14 | % | - | ||||||||
Total:
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$ | 4,497 | 100 | % | $ | 3,854 |
Six months ended June 30, 2010
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June 30, 2010 | |||||||||||
Revenue | Percentage
of revenue
|
Accounts
receivable
|
||||||||||
Customer A (related party)
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$ | 7,720 | 74 | % | $ | 3,854 | ||||||
Customer C
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1,351 | 13 | % | - | ||||||||
Total:
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$ | 9,071 | 87 | % | $ | 3,854 |
(b)
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Major vendors
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(c)
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Credit risk
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(d)
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Exchange rate risk
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(a)
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Operating lease commitments
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Year ending June 30:
|
||||
2012
|
$ | 92,503 | ||
2013
|
69,378 | |||
Total:
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$ | 161,881 |
31.1
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Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
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31.2
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Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
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32.1
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Certification of the Company's Chief Executive Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification of the Chief Financial Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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August 4, 2011
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/s/ Tsun Sin Man Samuel
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Tsun Sin Man Samuel
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Chief Executive Officer and Director
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(Principal Executive Officer)
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August 4, 2011
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/s/ Hui Chi Kit
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Hui Chi Kit
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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21 |
1.
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I have reviewed this quarterly report on Form 10-Q of Uonlive Corporation.
|
2.
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Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 4, 2011
|
|
/s/ Tsun Sin Man Samuel
|
|
Tsun Sin Man Samuel
|
|
Chief Executive Officer
|
|
22 |
1.
|
I have reviewed this quarterly report on Form 10-Q of Uonlive Corporation.
|
2.
|
Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 4, 2011
|
|
/s/ Hui Chi Kit
|
|
Hui Chi Kit
|
|
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Tsun Sin Man Samuel
|
|
Tsun Sin Man Samuel
|
|
Chief Executive Officer
|
|
August 4, 2011
|
|
24 |
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Hui Chi Kit
|
|
Hui Chi Kit
|
|
Chief Financial Officer
|
|
August 4, 2011
|
|
25 |
Condensed Consolidated Balance Sheet(Unaudited) (Parentheticals) (USD $)
|
Jun. 30, 2011
|
Dec. 31, 2010
|
---|---|---|
Series A Convertible preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Series A, Convertible preferred stock shares authorized | 10,000,000 | 10,000,000 |
Series A, Convertible preferred stock shares issued | 500,000 | 500,000 |
Series A, Convertible preferred stock shares outstanding | 500,000 | 500,000 |
Common stock shares par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 1,996,355 | 1,996,355 |
Common stock shares outstanding | 1,996,355 | 1,996,355 |
Condensed Consolidated Statements of Operations and Comprehensive Loss(Unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
REVENUES, NET | Â | Â | Â | Â |
- Related party | $ 3,857 | $ 3,856 | $ 7,710 | $ 7,720 |
- Non-related party | 0 | 641 | 0 | 2,779 |
Total revenues, net | 3,857 | 4,497 | 7,710 | 10,499 |
COST OF REVENUE (exclusive of depreciation) | (10,418) | (7,058) | (20,907) | (19,911) |
GROSS LOSS | (6,561) | (2,561) | (13,197) | (9,412) |
Operating expenses: | Â | Â | Â | Â |
Sales and marketing | 1,538 | 2,251 | 3,074 | 4,414 |
General and administrative | 125,521 | 162,413 | 264,552 | 380,406 |
Total operating expenses | 127,059 | 164,664 | 267,626 | 384,820 |
LOSS BEFORE INCOME TAXES | (133,620) | (167,225) | (280,823) | (394,232) |
Income tax expense | 0 | 0 | 0 | 0 |
NET LOSS | (133,620) | (167,225) | (280,823) | (394,232) |
- Foreign currency translation (loss) gain | (1,729) | 5,205 | 118 | 7,419 |
COMPREHENSIVE LOSS | $ (135,349) | $ (162,020) | $ (280,705) | $ (386,813) |
Net loss per share – basic and diluted (in Dollars per share) | $ (0.07) | $ (0.08) | $ (0.14) | $ (0.20) |
Weighted average common shares outstanding – basic and diluted (in Shares) | 1,996,355 | 1,996,355 | 1,996,355 | 1,996,355 |
Document And Entity Information
|
6 Months Ended | |
---|---|---|
Jun. 30, 2011
|
Jul. 21, 2011
|
|
Document and Entity Information [Abstract] | Â | Â |
Entity Registrant Name | UONLIVE CORP | Â |
Document Type | 10-Q | Â |
Current Fiscal Year End Date | --12-31 | Â |
Entity Common Stock, Shares Outstanding | Â | 1,996,355 |
Amendment Flag | false | Â |
Entity Central Index Key | 0001081834 | Â |
Entity Current Reporting Status | Yes | Â |
Entity Voluntary Filers | No | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Well-known Seasoned Issuer | No | Â |
Document Period End Date | Jun. 30, 2011 | |
Document Fiscal Year Focus | 2011 | Â |
Document Fiscal Period Focus | Q2 | Â |
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Note 6 - Income Taxes
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2011
|
||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Text Block] |
NOTE-6 INCOME
TAXES
The
Company generated an operating loss for the six months ended
June 30, 2011 and 2010 and did not record income tax expense.
The Company has operations in various countries and is
subject to tax in the jurisdictions in which they operate, as
follows:
United
States of America
UOLI
is registered in the State of Nevada and is subject to United
States of America tax law. No provision for income taxes have
been made as UOLI has generated no taxable income for the
periods presented.
British
Virgin Island
Under
the current BVI law, the Company is not subject to tax on
income.
Hong
Kong
The
Company’s subsidiary operating in Hong Kong is subject
to Hong Kong Profits Tax at the statutory rate of 16.5% on
its assessable income for the six months ended June 30, 2011
and 2010, respectively. For the six months ended June 30,
2011, the Company incurred an operating loss of $217,458 for
income tax purposes, with approximately $2,203,079 of net
operating loss carryforwards for Hong Kong tax purpose at no
expiration.
The
following table sets forth the significant components of the
aggregate net deferred tax assets of the Company as of June
30, 2011 and December 31, 2010:
As
of June 30, 2011, the Company has provided for a full
valuation allowance against the deferred tax assets of
$363,483 on the expected future tax benefits from the net
operating loss carryforwards as the management believes it is
more likely than not that these assets will not be realized
in the future. For the six months ended June 30, 2011, the
valuation allowance is increased by $35,498, primarily
relating to net operating loss carryforwards from the foreign
tax regime.
|
Note 2 - Description of Business and Organization
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Nature of Operations [Text Block] |
NOTE-2 DESCRIPTION
OF BUSINESS AND ORGANIZATION
Uonlive
Corporation (“UOLI” or the “Company”)
was incorporated under the laws of the State of Nevada on
January 29, 1998 as Weston International Development
Corporation. On July 28, 1998, the name was changed to Txon
International Development Corporation. On September 15, 2000,
the Company changed to its company name to China World Trade
Corporation. On July 2, 2008, the Company further changed its
company name to Uonlive Corporation.
UOLI,
through its subsidiaries, mainly engages in the provision of
online multimedia and advertising service and the operation
of online radio stations in Hong Kong.
UOLI
and its subsidiaries are hereinafter collectively referred to
as “the Company.”
|
Note 8 - Concentrations of Risk
|
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Jun. 30, 2011
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Concentration Risk Disclosure [Text Block] |
NOTE-8 CONCENTRATIONS
OF RISK
The
Company is exposed to the following concentrations of
risk:
For
the three and six months ended June 30, 2011, there was one
single customer (Customer A) who accounted for 100% of the
Company’s revenues with the outstanding balance of
$3,854 at period-end date.
For
the three and six months ended June 30, 2010, two customers
who accounted for 10% or more of the Company’s revenues
and their outstanding balances as at period-end date, are
presented as follows:
For
the three and six months ended June 30, 2011 and 2010, there
was no single vendor who accounted for 10% or more of the
Company’s purchases.
Financial
instruments that potentially subject the Company to
significant concentrations of credit risk consist principally
of cash and trade accounts receivable. The Company performs
ongoing credit evaluations of its customers’ financial
condition, but does not require collateral to support such
receivables.
The
Company cannot guarantee that the current exchange rate will
remain steady; therefore there is a possibility that the
Company could post the same amount of profit for two
comparable periods and because of the fluctuating exchange
rate actually post higher or lower profit depending on
exchange rate of HK$ converted to US$ on that date. The
exchange rate could fluctuate depending on changes in
political and economic environments without notice.
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Note 9 - Commitments and Contingencies
|
6 Months Ended | ||||||||||||||||||||||
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Jun. 30, 2011
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Commitments and Contingencies Disclosure [Text Block] |
NOTE-9 COMMITMENTS
AND CONTINGENCIES
The
Company rented office spaces from a related party under a
non-cancelable operating lease agreement in Hong Kong for a
term of two years, with fixed monthly rentals, expiring in
March 2013. Costs incurred under the operating lease, which
are considered to equivalent to the market rate, are recorded
as rental expense and totaled approximately $46,255 and
$46,322 for the six months ended June 30, 2011 and
2010.
As
of June 30, 2011, the Company has future minimum rent
payments due under a non-cancelable operating lease in next
two years, as follows:
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Note 7 - Related Party Transactions
|
6 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Jun. 30, 2011
|
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Related Party Transactions Disclosure [Text Block] |
NOTE-7 RELATED
PARTY TRANSACTIONS
For
the six months ended June 30, 2011 and 2010, the Company
earned sales revenue of $7,710 and $7,720 from Dbtronix (Far
East) Ltd., which was controlled by a director of the
Company, Mr. Samuel Tsun, at the current market value in a
normal course of business.
As
of June 30, 2011, accounts receivable from a related
party amounted to $3,854.
For
the six months ended June 30, 2011 and 2010, the Company paid
IT service costs of $16,960 and $16,985, respectively to the
related company, which was controlled by a director of the
Company, Mr. Samuel Tsun, at the current market value in a
normal course of business.
For
the six months ended June 30, 2011 and 2010, the Company paid
rent charges of $46,255 and $46,322 respectively to the
related company, which was controlled by a director of the
Company, Mr. Samuel Tsun, at the current market value in a
normal course of business.
|
Condensed Consolidated Statement of Stockholders' Deficit(Unaudited) (USD $)
|
Total
|
Series A Preferred Stock [Member]
|
Common Stock [Member]
|
Additional Paid-in Capital [Member]
|
Accumulated Other Comprehensive Income (Loss) [Member]
|
Accumulated Deficit [Member]
|
---|---|---|---|---|---|---|
Balance as of January 1, 2011 at Dec. 31, 2010 | $ (2,613,623) | $ 500 | $ 1,996 | $ 197,570 | $ 3,922 | $ (2,817,611) |
Balance as of January 1, 2011 (in Shares) at Dec. 31, 2010 | 1,996,355 | 500,000 | 1,996,355 | Â | Â | Â |
Net loss for the period | (280,823) | 0 | 0 | 0 | 0 | (280,823) |
Net loss for the period (in Shares) | Â | 0 | 0 | Â | Â | Â |
Foreign currency translation adjustment | 118 | 0 | 0 | 0 | 118 | 0 |
Foreign currency translation adjustment (in Shares) | Â | 0 | 0 | Â | Â | Â |
Balance as of June 30, 2011 at Jun. 30, 2011 | $ (2,894,328) | $ 500 | $ 1,996 | $ 197,570 | $ 4,040 | $ (3,098,434) |
Balance as of June 30, 2011 (in Shares) at Jun. 30, 2011 | 1,996,355 | 500,000 | 1,996,355 | Â | Â | Â |
Note 3 - Going Concern Uncertainties
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Going Concern Note |
NOTE-3 GOING
CONCERN UNCERTAINTIES
These
condensed consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern, which contemplates the realization of assets and the
discharge of liabilities in the normal course of business for
the foreseeable future.
For
the six months ended June 30, 2011, the Company has incurred
a net loss of $280,823 and experienced negative cash flows
from operations of $283,649 with an accumulated deficit of
$3,098,434 as of that date. The continuation of the Company
is dependent upon the continuing financial support of
shareholders and generating significant revenue and achieving
profitability. The actions involve certain cost-saving
initiatives and growing strategies, including increased
promotion and marketing the radio program in Hong Kong.
However, there is no assurance that the Company will be
successful in securing sufficient funds to sustain the
operations.
These
and other factors raise substantial doubt about the
Company’s ability to continue as a going concern. These
condensed consolidated financial statements do not include
any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts
and classification of liabilities that may result in the
Company not being able to continue as a going concern.
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Note 4 - Summary of Significant Accounting Policies
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
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Significant Accounting Policies [Text Block] |
NOTE-4 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
The
accompanying condensed consolidated financial statements
reflect the application of certain significant accounting
policies as described in this note and elsewhere in the
accompanying condensed consolidated financial statements and
notes.
In
preparing these condensed consolidated financial statements,
management makes estimates and assumptions that affect the
reported amounts of assets and liabilities in the balance
sheets and revenues and expenses during the periods reported.
Actual results may differ from these estimates.
The
condensed consolidated financial statements include the
financial statements of UOLI and its subsidiaries. All
significant inter-company balances and transactions within
the Company have been eliminated upon consolidation.
Cash
and cash equivalents are carried at cost and represent cash
on hand, demand deposits placed with banks or other financial
institutions and all highly liquid investments with an
original maturity of three months or less as of the purchase
date of such investments.
Accounts
receivable consist primarily of trade receivables. Accounts
receivable are recognized and carried at original invoiced
amount less an allowance for any uncollectible accounts.
Management reviews and adjusts this allowance periodically
based on historical experience, current economic climate as
well as its evaluation of the collectibility of outstanding
accounts. The Company evaluates the credit risks of its
customers utilizing historical data and estimates of future
performance. The Company did not provide an allowance for
doubtful accounts, nor have there been any write-offs during
the periods presented.
Plant
and equipment are stated at cost less accumulated
depreciation and accumulated impairment losses, if any.
Depreciation is calculated on the straight-line basis over
the following expected useful lives from the date on which
they become fully operational:
Expenditure
for maintenance and repairs is expensed as incurred. The gain
or loss on the disposal of plant and equipment is the
difference between the net sales proceeds and the carrying
amount of the relevant assets and is recognized in the
statement of operations.
Depreciation
expense for the three months ended June 30, 2011 and 2010 was
$3,622 and $19,583 respectively.
Depreciation
expense for the six months ended June 30, 2011 and 2010 was
$7,184 and $39,189, respectively.
Long-lived
assets primarily include plant and equipment. In accordance
with Accounting Standards Codification (“ASC”)
ASC Topic 360-10-5, “Impairment or
Disposal of Long-Lived Assets,” the Company
reviews its long-lived assets for impairment whenever events
or changes in circumstances indicate that the carrying amount
of the assets may not be fully recoverable or that the useful
lives are no longer appropriate. If the total of the expected
undiscounted future net cash flows is less than the carrying
amount of the asset, a loss is recognized for the difference
between the fair value and carrying amount of the asset.
There has been no impairment charge for the periods
presented.
The
Company derives revenues from the sale of advertising airtime
to customers. Revenue is recognized when the following four
revenue criteria are met: persuasive evidence of an
arrangement exists, delivery has occurred, the selling price
is fixed or determinable, and collectibility is reasonably
assured, as defined by ASC Topic 605, “Revenue
Recognition.”
Income
taxes are determined in accordance with the provisions of ASC
Topic 740, “Income
Taxes” (“ASC 740”). Under this
method, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing
assets and liabilities and their respective tax basis.
Deferred tax assets and liabilities are measured using
enacted income tax rates expected to apply to taxable income
in the years in which those temporary differences are
expected to be recovered or settled. Any effect on deferred
tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the
enactment date.
ASC
740 prescribes a comprehensive model for how companies should
recognize, measure, present, and disclose in their financial
statements uncertain tax positions taken or expected to be
taken on a tax return. Under ASC 740, tax positions must
initially be recognized in the financial statements when it
is more likely than not the position will be sustained upon
examination by the tax authorities. Such tax positions must
initially and subsequently be measured as the largest amount
of tax benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax
authority assuming full knowledge of the position and
relevant facts.
For
the six months ended June 30, 2011 and 2010, the Company did
not have any interest and penalties associated with tax
positions. As of June 30, 2011, the Company did not have any
significant unrecognized uncertain tax positions.
The
Company conducts major businesses in Hong Kong and is subject
to tax in this jurisdiction. As a result of its business
activities, the Company files tax returns that are subject to
examination by the foreign tax authority.
The
Company calculates net loss per share in accordance with ASC
Topic 260, “Earnings
per Share.” Basic loss per share is computed by
dividing the net loss by the weighted-average number of
common shares outstanding during the period. Diluted loss per
share is computed similar to basic loss per share except that
the denominator is increased to include the number of
additional common shares that would have been outstanding if
the potential common stock equivalents had been issued and if
the additional common shares were dilutive.
ASC
Topic 220, “Comprehensive
Income” establishes standards for reporting and
display of comprehensive income or loss, its components and
accumulated balances. Comprehensive income or loss as defined
includes all changes in equity during a period from non-owner
sources. Accumulated comprehensive income consists of changes
in unrealized gains and losses on foreign currency
translation. This comprehensive income is not included in the
computation of income tax expense or benefit.
Transactions
denominated in currencies other than the functional currency
are translated into the functional currency at the exchange
rates prevailing at the dates of the transaction. Monetary
assets and liabilities denominated in currencies other than
the functional currency are translated into the functional
currency using the applicable exchange rates at the balance
sheet dates. The resulting exchange differences are recorded
in the condensed consolidated statement of operations.
The
reporting currency of the Company is the United States
Dollars ("US$") and the accompanying condensed consolidated
financial statements have been expressed in US$. In addition,
the Company’s subsidiary in Hong Kong maintains its
books and records in its local currency, Hong Kong Dollars
("HK$"), which is the functional currency as it is the
primary currency of the economic environment in which their
operations are conducted.
In
general, for consolidation purposes, assets and liabilities
of its subsidiaries whose functional currency is not US$ are
translated into US$, in accordance with ASC Topic 830-30,
“Translation of
Financial Statement,”
using the exchange rate on the balance sheet date. Revenues
and expenses are translated at average rates prevailing
during the period. The gains and losses resulting from
translation of financial statements of foreign subsidiaries
are recorded as a separate component of accumulated other
comprehensive income within the statement of
stockholders’ deficit.
Translation
of amounts from HK$ into US$1 has been made at the following
exchange rates for the respective period:
ASC
Topic 280, “Segment
Reporting” establishes standards for reporting
information about operating segments on a basis consistent
with the Company’s internal organization structure as
well as information about geographical areas, business
segments and major customers in financial statements. The
Company operates in one reportable segment in Hong
Kong.
For
the purposes of these financial statements, parties are
considered to be related if one party has the ability,
directly or indirectly, to control the party or exercise
significant influence over the party in making financial and
operating decisions, or vice versa, or where the Company and
the party are subject to common control or common significant
influence. Related parties may be individuals or other
entities.
The
carrying value of the Company’s financial instruments:
cash, accounts receivable, deposits and other receivables,
accounts payable and accrued liabilities and amount due to a
shareholder approximate at their fair values because of the
short-term nature of these financial instruments.
The
Company also follows the guidance of ASC Topic 820-10, “Fair Value
Measurements and Disclosures” ("ASC 820-10"),
with respect to financial assets and liabilities that are
measured at fair value. ASC 820-10 establishes a three-tier
fair value hierarchy that prioritizes the inputs used in
measuring fair value as follows:
Fair
value estimates are made at a specific point in time based on
relevant market information about the financial instrument.
These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and,
therefore, cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.
The
Company has reviewed all recently issued, but not yet
effective, accounting pronouncements and does not believe the
future adoption of any such pronouncements may be expected to
cause a material impact on its financial condition or the
results of its operations, as follows:
In
May 2011, the Financial Accounting Standard Board
(“FASB”) issued ASU 2011-04, which is an update
to Topic 820, “Fair Value
Measurement.” This update establishes common
requirements for measuring fair value and related disclosures
in accordance with accounting principles generally accepted
in the United Sates and international financial reporting
standards. This amendment did not require additional fair
value measurements. ASU 2011-04 is effective for all interim
and annual reporting periods beginning after December 15,
2011. The Company does not expect the adoption of this
guidance to have a material impact on its financial position
or results of operations.
In
June 2011, the FASB issued ASU 2011-05, which is an update to
Topic 220, “Comprehensive
Income.” This update eliminates the option of
presenting the components of other comprehensive income as
part of the statement of changes in stockholders’
equity, requires consecutive presentation of the statement of
net income and other comprehensive income and requires
reclassification adjustments from other comprehensive income
to net income to be shown on the financial statements. ASU
2011-05 is effective for all interim and annual reporting
periods beginning after December 15, 2011. The Company does
not expect the adoption of this guidance to have a material
impact on its financial position or results of
operations.
|
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Note 5 - Amount Due to and Note Payable to A Shareholder
|
6 Months Ended | ||||
---|---|---|---|---|---|
Jun. 30, 2011
|
|||||
Amount Due ToAnd Note Payable ToA Shareholder |
NOTE-5 AMOUNT
DUE TO AND NOTE PAYBLE TO A SHAREHOLDER
As
of June 30, 2011 and December 31, 2010, the balance
represented temporary advances made by a major shareholder,
Mr. Samuel Tsun for working capital purposes, which was
unsecured, interest-free with no fixed terms of
repayment.
As
of June 30, 2011 and December 31, 2010, the note payable due
to a major shareholder, Mr. Samuel Tsun, was unsecured,
interest free and not repayable within the next twelve
months.
|
Note 1 - Basis of Presentation
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE-1 BASIS OF PRESENTATION
The
accompanying unaudited condensed consolidated financial
statements have been prepared by management in accordance
with both accounting principles generally accepted in the
United States (“GAAP”), and the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Certain
information and note disclosures normally included in audited
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to those rules and regulations, although the Company
believes that the disclosures made are adequate to make the
information not misleading.
In
the opinion of management, the consolidated balance sheet as
of December 31, 2010, which has been derived from audited
financial statements and these unaudited condensed
consolidated financial statements, reflects all normal and
recurring adjustments considered necessary to state fairly
the results for the periods presented. The results for the
period ended June 30, 2011 are not necessarily indicative of
the results to be expected for the entire fiscal year ending
December 31, 2011 or for any future periods.
These
unaudited condensed consolidated financial statements and
notes thereto should be read in conjunction with the
Management’s Discussion and the audited financial
statements and notes thereto included in the Annual Report on
Form 10-K for the year ended December 31, 2010.
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Note 10 - Subsequent Events
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6 Months Ended |
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Jun. 30, 2011
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Subsequent Events [Text Block] |
NOTE-10 SUBSEQUENT
EVENT
In
accordance with ASC Topic 855, “Subsequent
Events,” which establishes general standards of
accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are
issued, the Company has evaluated all events or transactions
that occurred after June 30, 2011 through the date the
condensed financial statements were issued and filed with
this Form 10-Q. There were no subsequent events that required
recognition or disclosure.
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