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 June 30, 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 August 19, 2008: 10,080,000 shares of common stock.

Chinese Manufacturers Online Corp.

FORM 10-Q

June 30, 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. AND SUBSIDIARIES

CONTENTS

PAGE	1	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007.
PAGE	2	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 CONSOLIDATED AND 2007 (UNAUDITED).
PAGE	3	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2008 (UNAUDITED).
PAGE	4	CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2008 CONSOLIDATED AND 2007 (UNAUDITED)
PAGES	5 – 10	NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

Chinese Manufacturers Online Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
ASSETS
	June 30, 2008			December 31,
	(Unaudited)			2007
Current Assets
Cash	$	92,383		$	557,033
Accounts receivable, net		4,287			-
Prepaid expenses and other current assets		38,793			10,505
Due from related party		50,015			79,052
Inventory, net		20,979
Total current assets		206,457			646,590
Property and Equipment, net		18,555			16,429
Goodwill		13,887
Deposits		8,551			-
Total other assets		22,438			-
Total Assets	$	247,450		$	663,019
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	143,190		$	53,970
Total Liabilities		143,190			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,
10,080,000 and 10,100,000 shares issued and outstanding, respectively		10,080			10,100
Additional Paid in Capital		2,908,520			2,918,500
Deferred Stock compensation		-			(358,199	)
Subscriptions receivable		-			(10,000	)
Accumulated deficit		(2,814,340	)		(1,951,352	)
Total Stockholders' Equity		104,260			609,049
Total Liabilities and Stockholders' Equity	$	247,450		$	663,019

See accompanying notes to condensed unaudited financial statements.

1

Chinese Manufacturers Online Corp. and Subsidiaries
Condensed Statements of Operations
(Unaudited)
	For the three months			For the three months			For the six months			For the six months
	Ended June 30, 2008			Ended June 30,			Ended June 30, 2008			Ended June 30,
	(CONSOLIDATED)			2007			(CONSOLIDATED)			2007
Revenue	$	72,062		$	-		$	74,216		$	-
Cost of Goods Sold		(103,239	)		-			(112,914	)		-
Gross Loss		(31,177	)		-			(38,698	)		-
Operating Expenses
General and administrative		52,165			250			107,832			750
Computer and Internet expense		1,404			-			13,485			-
Advisory Services		108,333			-			358,199			-
Salary expense		139,040			-			314,108			-
Professional fees		14,971			-			35,848			-
Total Operating Expenses		315,913			250			829,472			750
Net loss from Operations		(347,090	)		(250	)		(868,170	)		(750	)
Other Income (Expense)
Interest Income		546			-			4,667			-
Other Income		454			-			515			-
Total Other Income (Expense)		1,000			-			5,182			-
Loss from Operations before Provision for Income Taxes		(346,090	)		(250	)		(862,988	)		(750	)
Provision for Income Taxes		-			-			-			-
Net Loss	$	(346,090	)	$	(250	)	$	(862,988	)	$	(750	)
Loss per Common Share - Basic and Diluted	$	(0.03	)	$	(0.00	)	$	(0.09	)	$	(0.01	)
Weighted average number of shares outstanding
during the period - Basic and Diluted		10,081,778			100,000			10,090,989			100,000

See accompanying notes to condensed unaudited financial statements.

2

Chinese Manufacturers Online Corp. and Subsidiaries
Condensed Consolidated Statement of Changes in Stockholders Equity
For the period from December 9, 2005 (Inception) to June 30, 2008
											Additional						Deferred						Total
	Preferred Stock				Common Stock						Paid In			Accumulated			Stock			Subscription			Stockholder's
	Shares		Par		Shares			Par			Capital			Deficit			Compensation			Receivable			Equity
December 31, 2007		-	$	-		10,100,000		$	10,100		$	2,918,500		$	(1,951,352	)	$	(358,199	)	$	(10,000	)	$	609,049
Common Stock subscription return ($0.50 per share)		-		-		(20,000	)		(20	)		(9,980	)		-			-			10,000			-
Accretion of deferred  compensation		-		-		-			-			-			-			358,199			-			358,199
Net Loss		-		-		-			-			-			(862,988	)		-			-			(862,988	)
Balance, June 30, 2008		-	$	-		10,080,000		$	10,080		$	2,908,520		$	(2,814,340	)	$	-		$	-		$	104,260

See accompanying notes to condensed unaudited financial statements.

3

Chinese Manufacturers Online Corp.
Condensed statements of Cash Flows
(Unaudited)
	For the six months			For the six months
	Ended June 30, 2008			Ended June 30,
	(CONSOLIDATED)			2007
Cash Flows From Operating Activities:
Net Loss	$	(862,988	)	$	(750	)
Adjustments to reconcile net loss to net cash used in operations
Issuances of shares for services rendered		358,199			-
Depreciation		1,724			-
Changes in operating assets and liabilities:
Accounts receivable		(699	)		-
Prepaid expenses		(28,288	)		-
Inventory		(18,304	)		-
Security deposits		(8,551	)		-
Due from related party		29,037			-
Increase in accounts payable and accrued expenses		89,220			750
Net Cash Used In Operating Activities		(440,650	)		-
Cash Flows From Investing Activities:
Cash paid for asset purchase		(24,000	)		-
Net Cash used in Investing Activities:		(24,000	)		-
Cash Flows From Financing Activities:
Stock issued for cash, Net		-			-
Net Cash Provided by Financing Activities		-			-
Net (Decrease) Increase in Cash		(464,650	)		-
Cash at Beginning of Period		557,033			-
Cash at End of Period	$	92,383		$	-
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

See accompanying notes to condensed unaudited financial statements.

4

CHINESE MANUFACTURERS ONLINE CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008

(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. During the six months ended June 30, 2008, the Company began its principle operations and has exited the development stage. 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.  On May 16, 2008, CMO developed a distribution network through its 100% owned subsidiary, Chinese Manufacturers Online (Caribbean) Limited (TCMP-CMO), in Trinidad and Tobago. On April 1, 2008, CMO purchased a sign store to promote its local distribution business.

(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), and Chinese Manufacturers Online (Caribbean) Ltd (TCMP-CMO) (established on May 16, 2008 in the Republic of Trinidad and Tobago). The 2007 condensed financial statements include the accounts of Chinese Manufacturers Online Corp.  All intercompany accounts have been eliminated in the consolidation.

(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.

(D) 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.

5

CHINESE MANUFACTURERS ONLINE CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008

(Unaudited)

 (E) 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.

(F) 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.

(G) 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.

(H) 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.

(I) Foreign Currency Translation

The financial statements of the Company's foreign subsidiary have been translated into U.S. dollars in accordance with SFAS No. 52, Foreign Currency Translation (SFAS 52). All balance sheet accounts have been translated using the exchange rate in effect at the balance sheet date. Income statement amounts have been translated using an appropriately weighted average exchange rate for the year. The translation gains and losses resulting from the changes in exchange rates during 2008 have been reported in accumulated other comprehensive income, except for gains and losses resulting from the translation of intercompany receivables and payables, which are included in earnings for the period.

6

CHINESE MANUFACTURERS ONLINE CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008

(Unaudited)

(J) Recent Accounting Pronouncements

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.

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.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and provides entities with a framework for selecting the principles used in preparation of financial statements that are presented in conformity with GAAP. The current GAAP hierarchy has been criticized because it is directed to the auditor rather than the entity, it is complex, and it ranks FASB Statements of Financial Accounting Concepts, which are subject to the same level of due process as FASB Statements of Financial Accounting Standards, below industry practices that are widely recognized as generally accepted but that are not subject to due process. The Board believes the GAAP hierarchy should be directed to entities because it is the entity (not its auditors) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS 162 is effective 60 days following the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency of Financial Statements (AS/6). The adoption of FASB 162 is not expected to have a material impact on the Company’s financial position.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This results in inconsistencies in the recognition and measurement of claim liabilities. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements.  SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FASB 163 is not expected to have a material impact on the Company’s financial position.

(K) 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.  Since the establishment of Chinese Manufacturers Online (Caribbean) Limited and the sign shop in Edison , New Jersey, revenue is also recognized from direct sales of products to CMO’s dealers and customers when the products are shipped and title passes and collectability is resonably assured.

(L) 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 June 30, 2008.

7

CHINESE MANUFACTURERS ONLINE CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008

(Unaudited)

 (M) 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.

(N) Concentration of Credit Risk

The Company at times has cash in banks in excess of FDIC insurance limits.  At June 30, 2008 and December 31, 2007, the Company had $0 and $451,551 in excess of FDIC insurance limits, respectively.

(O) Intangible Assets

The Company adopted SFAS No. 142, Goodwill and Other Intangible Assets and, as required, the Company does not amortize indefinite lived intangible assets. Intangible assets that do not have indefinite lives are amortized over the useful lives and reviewed for impairment in accordance with SFAS no. 144.

(P) Reclassification

Certain amounts from prior period have been reclassified to conform to the current period presentation.

NOTE 2 BUSINESS SEGMENTS

The Company, (CMO) has three subsidiaries, Chinese Manufacturers Group (CMG) and United Industries Group (UIG), and Chinese Manufacturers Online (Caribbean) Ltd. (TCMP-CMO).   Chinese Manufacturers Group and United Industries Group have had no activities since inception.  TCMP-CMO is an overseas subsidiary in the Republic of Trinidad and Tobago.  The TCMP-CMO began its operation on May 16, 2008.

The Company has changed their operating segments in 2008 as a result of a change of the internal organization structure by management.  Each segment operates exclusively.  The Company’s CMO segment provides online website B-to-B operational services to international buyers to reach manufacturers and their product information as well as other trading businesses.  The Company’s Sign Store segment provides regular signage and artistic designs to its customers while assisting the Company to expand its distribution business to local sign stores.  The Company’s (TCMP-CMO) segment provides importing and wholesale services to a distribution network within Trinidad and Tobago. The accounting policies of the segments are the same as described in the summary of significant accounting policies. There are no inter-segment sales. During 2007, the Company only had one segment, CMO.

For the Six Months Ended June 30, 2008	CMO		SIGN STORE		TCMP – CMO		Total
Revenue	$	23,251	$	18,248	$	32,717	$	74,216
Loss from operations		(793,218)		(23,020)		(46,750)		(862,988)
Depreciation and amortization		1,724		-		-		1,724
-Equipment and intangible assets		14,705		17,737		-		32,442
-Deferred charges and debt discount		-		-		-		-
Interest expense		-		-		-		-
Assets		146,602		17,737		83,111		247,450
Capital Expenditures		-		24,000		-		24,000

NOTE 3 STOCKHOLDERS’ EQUITY

(A) 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. For the six months ended June 30, 2008, the Company has recognized $358,199 of stock compensation expense.

8

CHINESE MANUFACTURERS ONLINE CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008

(Unaudited)

(B) Cancellation of Subscription Receivable

On May 1, 2008, the Board of Directors accepted a cancellation of 20,000 share subscription from CMO’s former Chief Marketing Officer, Dr. Moritz, under the name of his wife, Ms. Ingrid Moritz.

NOTE 4  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

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.  On June 4, 2008 this lease was extended through July 8, 2009.

On April 1, 2008, the Company purchased a sign store and continues the lease at the existing store space for seventeen months, ending on August 30, 2009.  These lease calls for monthly payment of $1,800 plus utilities.

On May 15, 2008, the Company’s subsidiary in the Republic of Trinidad and Tobago entered into a one-year lease agreement for office space.  The lease calls for monthly payment of $2,300 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 June 30, 2008, the Company has recognized $1,975,000 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 formed a new business entity called TCMP – CMO in Trinidad.  CMO owns 100% of the newly formed business (TCMP-CMO) and the consultant holds no ownership interest.  The new entity will conduct all business under the joint effort with the consultant.  This agreement is effective until December 31, 2019.  CMO will share in 70% of the profit/loss associates with this contract.  The consultant will share in 30% of the profit /loss associates with this contract.

9

CHINESE MANUFACTURERS ONLINE CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008

(Unaudited)

(E) Contractor Agreements

On February 14, 2008 CMO entered into contractor agreements with two contractors to promote the Company’s trading, printing and website related businesses in the U.S.  The agreements call for an initial incentive of 30% commission paid to each contractor based on net profit created in the U.S. for the first three months from the effective date of the agreements.  After the first three months, CMO will pay commission based on the following schedule; 20% for monthly net profit between $1 and $5,000, 25% for monthly net profit between $5,001 and $10,000, 30% for monthly net profit between $10,001 and $20,000 and 35% for monthly net profit greater than $20,000.  For the six months ended June 30, 2008 no net profits were reported, therefore no commissions were accrued or paid.

NOTE 5   BUSINESS ACQUISITION

On April 1, 2008, the Company acquired a sign store located at Edison, NJ for cash of $24,000.

Purchase price	$  24,000
Accounts receivable (net)	$  3,588
Inventory	2,675
Furniture and fixtures	3,850
Goodwill	13,387
Net assets acquired	$  24,000

NOTE 6   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 June 30, 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 7   GOING CONCERN

As reflected in the accompanying condensed consolidated financial statements, the Company has a net loss of $862,988 and used cash in operations of $440,650 for the six months ended June 30, 2008. This raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to increase revenue and raise additional capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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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.

On April 1, 2008, we purchased a sign store to promote our distribution business in Trinidad and Tobago.  The sign store is located in Edison, New Jersey.  We paid $24,000 in cash for the sign business. A copy of the contract to purchase the sign store is attached as exhibit 10.1.

On May 16, 2008 we incorporated Chinese Manufacturers Online (Caribbean) Limited (TCMP-CMO), a wholly owned subsidiary, in Trinidad and Tobago.  This subsidiary will be used to develop a distribution network throughout Trinidad and Tobago to distribute electronic products to wholesale distributors. A copy of the certificate of incorporation of Chinese Manufacturers Online (Caribbean) Limited (TCMP-CMO) is attached as exhibit 3.1.

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.

Results of Operations

Three months ended June 30, 2008 compared to three months ended June 30, 2007

Net Revenues and Cost of Goods Sold

Net Revenues increased from $0 for the three months ended June 30, 2007 to $72,062 for the three months ended June 30, 2008.  This is an increase of $72,062 from the previous years three months ended June 30.  This increase is due, in part, to our acquisition of a sign store.  The sign store generated $18,248 of revenue.  The increase is also attributable to TCMP business in Trinidad and Tobago generating revenue of $32,717 and our efforts to grow our business generated revenue of an additional $23,251.

Cost of goods sold for the three months ended June 30, 2008 increased to $103,239 from $0 for the three months ended June 30, 2007. This increase is attributable to our increase in revenues and the acquisition of our sign store. Additionally, the incorporation of our wholly owned subsidiary in Trinidad and Tobago contributed to this increase in cost of goods sold.

Operating Expenses

Our Total Operating Expenses increased from $250 for the three months ended June 30, 2007 to $419,152 for the three months ended June 30, 2008.  This is an increase of $418,902 and was incurred based on the growth of the business and the increase in revenues during the three months ended June 30, 2008 compared to the same period in 2007.  The increase in operating expenses is because of the increase in revenues.

Net Loss

Our Net Loss for the period increased by $345,840 from a loss of $250 during the three months ended June 30, 2007 as compared to a loss of $346,090 for the three months ended June 30, 2008.  $108,333 of this net loss was attributable to non-cash stock-based compensation.  The remaining loss was due to us beginning to grow our business and acquiring the sign business that will enable us to further carry out our business plan.

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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 involved 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.  These expansion plans require that we have cash to fund.  However, at this time, we only have sufficient cash on hand to fund the next two months of our operations.  If we are unable to generate sufficient revenue or raise the necessary cash we will be unable to pursue these plans of expansion and we may even be forced to cease operating.

Liquidity and Capital Resources

Our primary source of liquidity as of June 30, 2008 is our cash on hand.  Our cash on hand as of June 30, 2008 was $92,383.  Our current assets totaled $206,457 on June 30, 2008.  Our current liabilities were $143,190 on June 30, 2008.  As of December 31, 2007, we had $557,033 cash on hand, current assets of $646,590 and total liabilities of $53,970.

We currently do not have enough cash to satisfy our minimum cash requirements for the next twelve months.  This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

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 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.

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Recent Accounting Pronouncements

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.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and provides entities with a framework for selecting the principles used in preparation of financial statements that are presented in conformity with GAAP. The current GAAP hierarchy has been criticized because it is directed to the auditor rather than the entity, it is complex, and it ranks FASB Statements of Financial Accounting Concepts, which are subject to the same level of due process as FASB Statements of Financial Accounting Standards, below industry practices that are widely recognized as generally accepted but that are not subject to due process. The Board believes the GAAP hierarchy should be directed to entities because it is the entity (not its auditors) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS 162 is effective 60 days following the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency of Financial Statements (AS/6). The adoption of FASB 162 is not expected to have a material impact on the Company’s financial position.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This results in inconsistencies in the recognition and measurement of claim liabilities. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements.  SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FASB 163 is not expected to have a material impact on the Company’s financial position.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Smaller Reporting Companies are not required to provide this information.

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.

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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.

On April 1, 2008, we acquired a sign store in Edison, New Jersey for cash of $24,000.

On May 16, 2008, we incorporated Chinese Manufacturers Online (Caribbean) Limited (TCMP-CMO) in Trinidad and Tobago.  This is our wholly-owned subsidiary and it will facilitate the distribution of our products to wholesale distributors in Trinidad and Tobago.

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

(a)           Exhibits

3.1 Certificate of incorporation of Chinese Manufacturers Online (Caribbean) Limited (TCMP-CMO)

10.1 Contract to purchase sign store

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. 

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

15

EX-3.1

EX-10.1

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:  August 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 June 30, 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 June 30, 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 June 30, 2008, fairly represents in all material respects, the financial condition and results of operations of Chinese Manufacturers Online Corp.

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