10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______to______.

Chinese Manufacturers Online Corp.

 (Exact name of registrant as specified in Charter

Delaware	000-51884
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

115 Route 46 West, Suite B-12

Mountain Lakes, NJ 07046

 (Address of Principal Executive Offices)

 _______________

(973) 299-9888

 (Issuer Telephone number)

_______________

 (Former Name or Former Address if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o     Accelerated Filer o     Non-Accelerated Filer o     Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes x  No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of May 19, 2008: 10,100,000 shares of common stock.

Chinese Manufacturers Online Corp.

FORM 10-Q

March 31, 2008

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition
Item 3	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Control and Procedures

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits and Reports on Form 8-K

SIGNATURE

ITEM 1. FINANCIAL INFORMATION

CHINESE MANUFACTURERS ONLINE CORP.

 (A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE	1	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2008 (Unaudited) AND DECEMBER 31, 2007
PAGE	2	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDING MARCH 31, 2008 AND 2007 AND THE PERIOD FROM DECEMBER 9, 2005 (INCEPTION) TO MARCH 31, 2008 (Unaudited)
PAGES	3	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM DECEMBER 9, 2005 (INCEPTION) TO MARCH 31, 2008 (Unaudited)
PAGE	4	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDING MARCH 31, 2008 AND 2007 AND PERIOD FROM DECEMBER 9, 2005  (INCEPTION) TO MARCH 31, 2008 (Unaudited)
PAGES	5 - 11	NOTES TO CONDENSED CONSOLIDATED  FINANCIAL STATEMENTS (Unaudited)

Chinese Manufacturers Online Corp.
(A Development Stage Company)
Condensed Consolidated Balance Sheets
ASSETS
	March 31, 2008			December 31,
	(Unaudited)			2007
Current Assets	$			$
Cash		390,428			557,033
Prepaid expenses and other current assets		12,257			10,505
Due from related party		50,015			79,052
Total Current Assets		452,700			646,590
Property and Equipment, net		15,567			16,429
Total Assets	$	468,267		$	663,019
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	126,250		$	53,970
Total Liabilities		126,250			53,970
Commitments and Contingencies
Stockholders' Equity
Preferred stock,  $0.001 par value; 10,000,000 shares authorized,
no shares issued and outstanding		-			-
Common stock,  $0.001 par value; 100,000,000 shares authorized,
10,100,000 and 10,100,000 shares issued and outstanding, respectively		10,100			10,100
Additional Paid in Capital		2,918,500			2,918,500
Deferred Stock compensation		(108,333	)		(358,199	)
Subscriptions receivable		(10,000	)		(10,000	)
Accumulated deficit during development stage		(2,468,250	)		(1,951,352	)
Total Stockholders' Equity		342,017			609,049
Total Liabilities and Stockholders' Equity	$	468,267		$	663,019

See accompanying notes to financial statements.

1

Chinese Manufacturers Online Corp.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
							For the period from
	For the three months			For the three			December 9, 2005
	Ended March 31,			months Ended			(Inception) to March 31,
	2008 (Consolidated)			March 31, 2007			2008 (Consolidated)
Revenue	$	2,154		$	-		$	3,228
Operating Expenses
General and administrative		55,667			250			93,580
Computer and Internet expense		12,081			-			25,155
Advisory Services		249,866			-			1,866,667
Salary expense		175,068			-			355,261
Professional fees		20,877			-			118,372
Research and Development		9,675			-			19,030
Total Operating Expenses		523,234			250			2,478,065
Net loss from Operations		(521,080	)		(250	)		(2,474,837	)
Other Income (Expense)
Interest Income		4,121			-			6,358
Other Income		61			-			229
Total Other Income (Expense)		4,182			-			6,587
Loss from Operations before Provision for Income Taxes		(516,898	)		(250	)		(2,468,250	)
Provision for Income Taxes		-			-			-
Net Loss	$	(516,898	)	$	(250	)	$	(2,468,250	)
Loss per Common Share - Basic and Diluted	$	-		$	-
Weighted average number of shares outstanding
during the period - Basic and Diluted		8,800,000			100,000

See accompanying notes to financial statements.

2

Chniese Manufacturers Online Corp
(A Development Stage Company)
Statement of Changes in Stockholders Equity
For the period from December 9, 2005 (Inception) to March 31, 2008
									Additional		Deficit accumulated during			Deferred						Total Stockholder's
	Preferred Stock				Common Stock				Paid In		development			Stock			Subscription			Equity
	Shares		Par		Shares		Par		Capital		stage			Compensation			Receivable			(Deficiency)
Common Stock issued for Incorporation expenses ($0.001 per share)		-	$	-		100,000	$	100	$	-	$	-		$	-		$	-		$	100
Net Loss		-		-		-		-		-		(400	)		-			-			(400	)
December 31, 2005		-		-		100,000		100		-		(400	)		-			-			(300	)
Net Loss		-		-		-		-		-		(1,450	)		-			-			(1,450	)
December 31, 2006		-		-		100,000		100		-		(1,850	)		-			-			(1,750	)
Common Stock issued for cash, Net
($0.25 per share)		-		-		626,000		626		155,874		-			-			-			156,500
Common Stock issued for cash, Net
($0.50 per share)		-		-		1,474,000		1,474		728,026		-			-			(10,000	)		719,500
Common Stock issued for services		-		-		7,900,000		7,900		1,967,100		-			(358,199	)		-			1,616,801
($0.25 per share)
Capital Contribution		-		-		-		-		67,500		-			-			-			67,500
Net Loss		-		-		-		-		-		(1,949,502	)		-			-			610,799
December 31, 2007 (Consolidated)		-		-		10,100,000		10,100		2,918,500		(1,951,352	)		(358,199	)		(10,000	)		609,049
Accretion of deferred  compensation		-		-		-		-		-		-			249,866			-			249,866
Net Loss		-		-		-		-		-		(516,898	)		-			-			(516,898	)
Balance, March 31, 2008 (Consolidated)		-	$	-	$	10,100,000	$	10,100	$	2,918,500	$	(2,468,250	)	$	(108,333	)	$	(10,000	)	$	342,017

See accompanying notes to financial statements.

3

Chinese Manufacturers Online Corp.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
							For the Period from
	For the three months			For the three			December 9, 2005
	Ended March 31,			months Ended			(Inception) to March 31,
	2008 (Consolidated)			March 31, 2007			2008 (Consolidated)
Cash Flows From Operating Activities:
Net Loss	$	(516,898	)	$	(250	)	$	(2,468,250	)
Adjustments to reconcile net loss to net cash used in operations
Issuances of shares for services rendered		249,866			-			1,866,667
In-kind contribution		-			-			100
Depreciation		862			-			1,937
Changes in operating assets and liabilities:
Increase in prepaid expenses		(1,752	)		-			(12,257	)
Due from related party		29,037			-			(50,015	)
Increase in accounts payable		72,280			250			126,250
Net Cash Used In Operating Activities		(166,605	)		-			(535,568	)
Cash Flows From Investing Activities:
Purchase of Proprty and Equipment		-			-			(17,504	)
Net Cash used in Investing Activities:		-			-			(17,504	)
Cash Flows From Financing Activities:
Stock issued for cash, Net		-			-			876,000
Capital Contribution		-			-			67,500
Net Cash Provided by Financing Activities		-			-			943,500
Net Increase (Decrease) in Cash		(166,605	)		-			390,428
Cash at Beginning of Period		557,033			-			-
Cash at End of Period	$	390,428		$	-		$	390,428
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

See accompanying notes to financial statements.

4

CHINESE MANUFACTURERS ONLINE CORP.

(A DEVELOPMENT STAGE COMPANY)

MARCH 31, 2008

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

Chinese Manufacturers Online Corp. (hereinafter “the Company”) was incorporated on December 9, 2005 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the development stage since its formation and has not realized any revenue from operations.  The Company’s year end is December 31.

On July 2, 2007, pursuant to a Stock Purchase Agreement and Share Exchange between Guoyou Lin and Michael Raleigh, the sole shareholder of 4308, Inc. (the "Agreement"), Mr. Lin obtained all of the issued and outstanding shares of 4308, Inc. Pursuant to the Agreement, Mr. Lin changed our name to Chinese Manufacturers Online Corp. (“CMO”) to better reflect our new business plan.

We are currently located in New Jersey and expect to open an office in the Los Angeles area. CMO provides high-level expertise in promoting online business for Chinese manufacturers and international buyers, business related channel development, distribution strategies, and marketing of Chinese-manufactured products.

(B) Principles of Consolidation

The accompanying 2008 condensed consolidated financial statements include the accounts of Chinese Manufacturers Online Corp. and its 100% owned subsidiaries Chinese manufacturers Group (USA) Corp. (from August 22, 2007, date of incorporation) and United Industries Group (USA) Corp. (from August 23, 2007, date of incorporation). The 2007 condensed financial statements include the accounts of Chinese Manufacturers Online Corp.  All intercompany accounts have been eliminated in the consolidation.

5

CHINESE MANUFACTURERS ONLINE CORP.

(A DEVELOPMENT STAGE COMPANY)

MARCH 31, 2008

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(C) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates.

(C) Cash and Cash Equivalents

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

(D) Basic and Diluted Earnings (Loss) Per Share

The Company adopted Statement of Financial Accounting Standards No. 128, which provides for calculation of "basic" and "diluted" earnings per share.  Basic earnings (loss) per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period.  Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share.  For the periods reported, diluted net income (loss) per share is the same as basic net income (loss) per share as there were no common stock equivalents outstanding.

(E) Research and Development Costs

The Company expenses all research and development costs as incurred for which there is no alternative future use. These costs also include the expensing of employee compensation and employee stock based compensation.

(F) Income Taxes

Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (hereinafter “SFAS No. 109”).  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset.

6

CHINESE MANUFACTURERS ONLINE CORP.

(A DEVELOPMENT STAGE COMPANY)

MARCH 31, 2008

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(G) Stock-Based Compensation

The Company has adopted the provisions of SFAS No. 123R and related interpretations as provided by SAB 107.  As such, compensation cost is measured on the date of grant at their fair value.  Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Common stock, stock options and common stock warrantsissued to other than employeesor directors are recorded on the basis of their fair value, as required by SFAS No. 123(R), which is measured as of the date required by EITF Issue 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.” In accordance with EITF 96-18, the stock options or common stock warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying common stock on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Where expense must be recognized prior to a valuation date, the expense is computed under the Black-Scholes option pricing model on the basis of the market price of the underlying common stock at the end of the period, and any subsequent changes in the market price of the underlying common stock up through the valuation date is reflected in the expense recorded in the subsequent period in which that change occurs.

(H) Business Segments

The Company has two subsidiaries, Chinese Manufacturers Group and United Industries Group.  These two subsidiaries have no activities since inception.

(I) Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. We are currently evaluating the disclosure implications of this statement.

7

CHINESE MANUFACTURERS ONLINE CORP.

(A DEVELOPMENT STAGE COMPANY)

MARCH 31, 2008

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(J) Revenue Recognition

The Company recognizes revenue from product sales when the products are shipped and title passes to customers.  Outbound shipping charges are included in net sales with the corresponding cost included in cost of sales.  Other service revenue is recognized when services are performed and billable.

(K) Fair Value of Financial Instruments

The Company's financial instruments as defined by Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," include cash, accounts payable and accrued expenses.  All such instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2007.

(L) Property and Equipment

The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a three year life for software and five year life for computer equipment and a seven year life for furniture and equipment.

(M) Concentration of Credit Risk

The Company at times has cash in banks in excess of FDIC insurance limits.  At March 31, 2008 and December 31, 2007, the Company had $281,980 and $451,551 in excess of FDIC insurance limits, respectively.

8

CHINESE MANUFACTURERS ONLINE CORP.

(A DEVELOPMENT STAGE COMPANY)

MARCH 31, 2008

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 STOCKHOLDERS’ DEFICIT

(A) Common Stock Issued for Cash

For the twelve months ending December 31, 2007, the Company issued 626,000 shares of common stock for cash of $156,500 at the price of 0.25 per share and 1,474,000 shares of common stock for cash of $737,000 at the price of $0.50 per share.

(B) Common Stock Issued for Services

For the twelve months ending December 31, 2007, the Company issued 7,900,000 of common stock at a fair value of $0.25 per share to its board members for service valued at $1,975.000.  The value of the shares will be amortized over the service period of six months.  As of December 31, 2007, the Company has recognized $1,616,801 of stock compensation expense.  As of March 31, 2008, the Company has recognized $ 1,866,667 of stock compensation expense.

(D)Preferred Stock

The Company is authorized to issue 10,000,000 shares of $0.001 per value preferred stock.  As of March 31, 2008, there are no shares of preferred stock outstanding.

(D) In-Kind Contribution

During the twelve months ended December 31, 2007, the company recorded $67,500 of in-kind contribution by its principal stockholder.

NOTE 3 COMMITMENTS AND CONTINGENCIES

(A) Employment Agreement

On August 1, 2007, the Company entered into a one year employment agreement with its Chief Executive Officer.  The agreement calls for an annual salary of $135,000 in 2007 and an annual salary of $250,000 in 2008 plus all reasonable benefits as the company may offer to employees.  In addition, he will receive an annual bonus of 2% of the annual net profit during the term of the agreement.

9

CHINESE MANUFACTURERS ONLINE CORP.

(A DEVELOPMENT STAGE COMPANY)

MARCH 31, 2008

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On August 1, 2007, the Company entered into a one year employment agreement with its Chief Marketing Officer.  The agreement calls for an annual salary of $100,000 for the first four months and $200,000 for the last eight months plus all reasonable benefits as the company may offer to employees.  In addition, he will receive an annual bonus of 1% of the annual net profit during the term of the agreement.   The agreement was terminated on April 30, 2008 when the CMO resigned.

(B) Operating Agreement

On July 9, 2007, the Company entered into a one-year lease agreement for office space.  The lease calls for monthly payment of $1,650 plus utilities.

(C) Board of Directors Agreement

During the year ending December 31, 2007, the Company issued 7,900,000 of common stock at a fair value of $0.25 per share to its board members for service valued at $1,975.000.  The value of the shares will be amortized over the service period of six months and issuance of shares is contingent upon successfully completing a six month term.  As of December 31, 2007, the Company has recognized $1,616,801 of stock compensation expense as of March 31, 2008, the Company has recognized $1,866,667 of stock compensation expense.

(D) Cooperate Business Contract

On February 15, 2008 CMO entered into a cooperative business contract with a consultant to conduct marketing and promotion sales activity in buying of Chinese manufactured products and marketing and selling them to both the private and public sectors in the Trinidad and Tobago market.  CMO will form a new business entity called TCMP – CMO in Trinidad.  The new entity will conduct all business under the joint effort with the consultant.  This agreement is effective until December 31, 2019.  CMO will receive 70% of the profit/loss associates with this contract.  The consultant will receive 30% of the profit /loss associates with this contract.

10

CHINESE MANUFACTURERS ONLINE CORP.

(A DEVELOPMENT STAGE COMPANY)

MARCH 31, 2008

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4  RELATED PARTY TRANSACTIONS

During 2007, the Company was engaged with a marketing and information technology support company in China.  One of the Company’s directors is also the president of this marketing and information technology support company. During 2007, the company and the related party agreed to terminate the agreement and the related party agreed to return $79,052.  A total of $116,000 was paid for services performed for the Company.  At year end it was determined that only $36,948 worth of services was earned due to related party conflicts.  At March 31, 2008 and December 31, 2007 $50,015 and $79,052 is recorded as a receivable from this marketing and information technology support company.

During 2007, the company advanced the Chief Marketing Officer $7,500 as part of a relocation package. As at March 31, 2008 $6,650 was outstanding. The balance was repaid when the CMO resigned on April 30, 2008.

NOTE 5  SUBSEQUENT EVENT

Purchase of A Sign Store

Effective May 9, 2008, the Company purchased the assets of Accugraphic Sign, Inc. and paid $24,000 in cash for all the tangible and intangible assets of Accugraphic Sign, Inc.

11

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We were founded December 9, 2005 by Michael Raleigh.  On July 2, 2007, all of the issued and outstanding shares were purchased by Mr. Guoyou Lin who became the Company’s Chairman and President and amended its business plan and began to focus its operations on an internet marketing website set up for the purpose of connecting Chinese manufacturers with international companies and intends to conduct business as a global internet communications company.  We have changed our name to Chinese Manufacturers Online, Inc. (“CMO”), to better reflect our new business plan.

Plan of Operation

Since January 2008, the leadership team has been focused on its business mission to use the company’s relationships and strength in manufacturing to promote its international trade record while offering members access to the website free of charge to increase its international influence.  Using the same business strategy, the company has also been monitoring the trading activities in Trinidad and Tobago.  Over the next six months, we expect trading revenue of $400,000.  If we meet our growth expectations, there will be no need for second round of financing.  However, if our expectations are not met, we will need additional cash to continue operating.  We do not know how we will obtain the needed financing but it may be in the form of a line of credit or a second round fund raising.

During the next twelve months, we expect to take the following steps in connection with the development of our business and the implementation of our plan of operations:

-        Focus our major business on international trade, especially in Trinidad and Tobago, South America, Europe and Canada;

-        Get involved in such wide area trading activities and improve our online business and increase the number of internet visitors;

-        Return to our primary business plan: to use our website to work with our offline trade show center to join international manufacturers and buyers together.

In the near future, the company has no plan to purchase or sell any significant plant and equipment.

12

Other than one or two sales persons, the company is not planning to increase it employee base significantly in the next three months. However, after three months, the company may need to add some local employees under the company’s subsidiary in Trinidad and Tobago, Chinese Manufacturers Online (Caribbean), LLC.

In the next 12 months, the company is expected to get more involvement in trading with Trinidad and Tobago government and local business entities. In Europe and Canada, the company is expected to enlarge its printing and trading businesses significantly.  After periodically evaluations, the company may plan to operate its own American trade show center

Liquidity and Capital Resources

Our primary source of liquidity as of March 31, 2008 is our cash on hand.  Our cash on hand as of March 31, 2008 was $390,428.  Our current assets totaled $468,267 on March 31, 2008.  Our current liabilities were $126,250 on March 31, 2008.

We will continue to evaluate alternative sources of capital to meet our requirements, including other asset or debt financing, issuing equity securities and entering into financing arrangements.  There can be no assurance, however, that any of the contemplated financing arrangements described herein will be available and, if available, can be obtained on terms favorable to us.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Critical Accounting Policies

The Company’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

While all these significant accounting policies impact its financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

The Company recognizes revenue from product sales on the net basis when the products are shipped from the manufacturer.  Other service revenue is recognized when services are performed and billable.

The Company has adopted the provisions of SFAS No. 123R and related interpretations as provided by SAB 107.  As such, compensation cost is measured on the date of grant at their fair value.  Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Common stock, stock options and common stock warrantsissued to other than employeesor directors are recorded on the basis of their fair value, as required by SFAS No. 123(R), which is measured as of the date required by EITF Issue 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.” In accordance with EITF 96-18, the stock options or common stock warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying common stock on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Where expense must be recognized prior to a valuation date, the expense is computed under the Black-Scholes option pricing model on the basis of the market price of the underlying common stock at the end of the period, and any subsequent changes in the market price of the underlying common stock up through the valuation date is reflected in the expense recorded in the subsequent period in which that change occurs.

13

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements.  SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007.  The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements. 

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”.  This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.  SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

On March 19, 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133 (“SFAS 161”).  SFAS 161 is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance and cash flows.  SFAS 161 was issued in response to constituents’ concerns regarding the adequacy of existing disclosures of derivative instruments and hedging activities.  SFAS 161 applies to all derivative instruments within the scope of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”).  It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS 133.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4.  CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-14(c) and 15d-14(c).  Based upon the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective, in all material respects, to ensure that the information required to be disclosed in the Company’s periodic SEC filings is recorded, processed, summarized and reported as and when required.

There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date the Chief Executive Officer and the Chief Financial Officer carried out this evaluation.

14

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Currently we are not aware of any litigation pending or threatened by or against the Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

The letter dated March 18, 2008, Mr. Guo resigned from the Board of Directors.  On April 30, 2008, the Board of Directors approved his resignation  and recorded it in the Board of Directors minutes.

ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K.

(a)           Exhibits

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b)          Reports of Form 8-K  

None. 

15

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHINESE MANUFACTURERS ONLINE CORP.
Date:  May 19, 2008	By:	/s/ Tyrol Tang
		Tyrol Tang
		President, Chief Executive Officer and Chief Financial Officer

16

EX-31.1

CERTIFICATION

OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Tyrol Tang, certify that:

1.	I have reviewed this Form 10-Q of  Chinese Manufacturers Online Corp.;
2.	Based on my knowledge, this 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 small business issuer as of, and for, the periods present in this report;
4.	The small business issuer’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 13-a-15(f) and 15d-15(f)) for the small business issuer 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 small business issuer, 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 there liability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
(c)	Evaluated the effectiveness of the small business issuer’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 small business issuer’s internal control over financing reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5.	The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’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 small business issuer’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involved management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date:  May 19, 2008	By:	/s/ Tyrol Tang
		Tyrol Tang
		President, Chief Executive Officer and Chief Financial Officer

EX-32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Chinese Manufacturers Online Corp.. for the period ending March 31, 2008, I, Tyrol Tang, Chief Executive Officer of Chinese Manufacturers Online Corp. hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1.	Such Quarterly Report of Form 10-Q for the period ending March 31, 2008, 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 such Quarterly Report on Form 10-Q for the period ended March 31, 2008, fairly represents in all material respects, the financial condition and results of operations of Chinese Manufacturers Online Corp.

	CHINESE MANUFACTURERS ONLINE CORP.
Date:  May 19, 2008	By:	/s/ Tyrol Tang
		Tyrol Tang
		President, Chief Executive Officer and Chief Financial Officer