FORM 10-Q

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

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

 

For the quarterly period ended September 30, 2011

 

OR

 

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

 

Commission File Number: 333-39208

 

COL China Online International Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		52-2224845
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

3176 South Peoria Court, Suite 100

Aurora, Colorado, 80014

 (Address of principal executive offices) (Zip Code)

 

(303) 695-8530

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes     x      No     o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes     o      No     x

 

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

Large accelerated filer           o	Accelerated filer     o
Non-accelerated filer             o	Smaller reporting company     x
(Do not check if a smaller reporting company)

                                          
                                             
Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes     x      No     o

 

As of September 30, 2011, the registrant had outstanding 50,155,000 shares of its common stock, par value $0.001.

 

Page 1

 

 

 

TABLE OF CONTENTS

 

		PAGE
PART I - FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS
	Condensed Consolidated Balance Sheets at September 30, 2011 (Unaudited) and June 30, 2011	3
	Unaudited Condensed Consolidated Statements of Operations for the three months ended September 30, 2011 and 2010	4
	Unaudited Consolidated Statements of Changes in Stockholders’ deficit for the three months ended September 30, 2011 and year ended June 30, 2011	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2011 and 2010	7
	Notes to Financial Statements	8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND		11
	RESULTS OF OPERATIONS
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		13
ITEM 4.   CONTROLS AND PROCEDURES		13
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS		15
	SIGNATURES	15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 2

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

						September 30, 2011 (Unaudited)								June 30, 2011
			Note				(US$)				(Rmb)				(Rmb)
ASSETS							(Illustrative
							only)
Current Assets:
Cash							4,652				29,720				23,267
Rental deposits							3,288				21,000				21,000
Total Assets							7,940				50,720				44,267
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses							47,109				300,955				242,347
Total current liabilities							47,109				300,955				242,347
Non-Current Liabilities:
Payable to related party with convertible option			7				12,697,295				81,117,051				81,146,782
Total non-current liabilities							12,697,295				81,117,051				81,146,782
COMMITMENTS AND CONTINGENCIES			8				—				—				—
Stockholders’ Deficit:
Common stock, US$0.001 par value, 100,000,000   shares authorized and 50,155,000 shares issued,    outstanding							64,000				408,864				408,864
Additional paid-in capital							190,047				1,214,118				1,214,118
Accumulated deficit before reentering   development stage							(13,102,928	)			(83,708,451	)			(83,708,451	)
Accumulated deficit from inception   of reentering development stage							(527,375	)			(3,369,150	)			(3,149,621	)
Other comprehensive income							639,792				4,087,333				3,890,228
Total stockholders’ deficit							(12,736,464	)			(81,367,286	)			(81,344,862	)
Total Liabilities and Stockholders’ Deficit							7,940				50,720				44,267

 

The financial statements should be read in conjunction with the accompanying notes.

 

Page 3

 

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

		For the three months ended												Cumulative since reentering development stage on
		September 30, 2011								September 30, 2010				December 10, 2007 to September 30, 2011
			(US$)				(Rmb)				(Rmb)				(Rmb)
			(Illustrative
			only)
General and administrative expenses			(34,363	)			(219,529	)			(193,193	)			(3,369,150	)
NET LOSS			(34,363	)			(219,529	)			(193,193	)			(3,369,150	)
Other comprehensive income, before tax: Foreign exchange translation adjustments			30,853				197,105				368,200				2,191,589
Income tax expense related to other comprehensive income			—				—				—				—
Other comprehensive income, net of tax			30,853				197,105				368,200				2,191,589
INCOME			(3,510	)			(22,424	)			175,007				(1,177,561	)

 

 

 

 

 

The financial statements should be read in conjunction with the accompanying notes.

 

 

Page 4

 

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

						For the three months ended												Cumulative since reentering development stage on
						September 30, 2011								September 30, 2010				December 10, 2007 to September 30, 2011
		Note				(US$)				(Rmb)				(Rmb)				(Rmb)
						(Illustrative)
						only
Basic and Diluted Loss Per Share			6
Loss per share of common stock							(0.0007	)			(0.0044	)			(0.0039	)			(0.0672	)
Weighted Average Common   Stock Outstanding – basic and diluted							50,155,000				50,155,000				50,155,000				50,155,000

 

The financial statements should be read in conjunction with the accompanying notes.

 

 

 

Page 5 

 

 

 

 

 

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND YEAR ENDED JUNE 30, 2011

 

 

		Common stock								Additional  paid-in capital				Accumulated deficit  before  reentering development  stage				Accumulated deficit from inception of reentering development stage				Accumulated other comprehensive income
			Number				(Rmb)				(Rmb)				(Rmb)				(Rmb)				(Rmb)
Balance as of July 1, 2010			50,155,000				408,864				1,214,118				(83,708,451	)			(2,269,137	)			2,931,799
Net loss for the year			—				—				—				—				(880,484	)			—
Other comprehensive income			—				—				—				—				—				958,429
Balance as of July 1, 2011			50,155,000				408,864				1,214,118				(83,708,451	)			(3,149,621	)			3,890,228
Net loss for the period (unaudited)			—				—				—				—				(219,529	)			—
Other comprehensive income (unaudited)			—				—				—				—				—				197,105
Balance as of September 30, 2011 (unaudited)			50,155,000				408,864				1,214,118				(83,708,451	)			(3,369,150	)			4,087,333

 

 

 

 

 

 

 

 

 

 

 

 

 

The financial statements should be read in conjunction with the accompanying notes.

 

 

Page 6 

 

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		For the three months ended												Cumulative since reentering development stage on
		September 30, 2011								September 30, 2010				December 10, 2007 to September 30, 2011
		(US$)				(Rmb)				(Rmb)				(Rmb)
		(Illustrative
Cash Flows from Operating Activities:		only)
Net loss			(34,363	)			(219,529	)			(193,193	)			(3,369,150	)
Adjustments to reconcile net loss to net cash used in  operating activities:
Change in operating assets and  liabilities:
Decrease in:
Rental deposits			-				-				-				23,608
Increase in:
Accounts payable and accrued  expenses			9,489				60,619				72,326				132,065
Net cash used in operating activities			(24,874	)			(158,910	)			(120,867	)			(3,213,477	)
Cash Flows from Financing Activities:
Advances from 45.6% stockholder			25,921				165,599				118,901				3,116,277
Net cash provided by financing activities			-				-				-				-
Effect of Exchange Rate Changes on Cash			(37	)			(236	)			(944)				(4,752	)
Net Increase (Decrease) in Cash			1,010				6,453				(2,910	)			(101,952	)
Cash, beginning of period			3,642				23,267				47,133				131,672
Cash, end of period			4,652				29,720				44,223				29,720

 

The financial statements should be read in conjunction with the accompanying notes.

 

Page 7

 

1.           Company Organization and Operations

 

Nature of Operations – COL China Online International Inc. was incorporated as a Delaware corporation on February 22, 2000, for the purpose of acquiring Migration Developments Limited, a British Virgin Islands company (“Migration”) and raising equity capital to be utilized in the business of Migration.  Migration held a 90% equity interest in Shenzhen Knowledge & Communication Co. Ltd. which was a Sino-foreign equity joint venture (“Joint Venture”) in the People’s Republic of China (“PRC”). COL China Online International Inc. and its subsidiaries are collectively referred to as the “Company” in these financial statements.

 

As more fully explained in note 3 to these financial statements, the Company has terminated its operations since December 10, 2007 and has become a shell company. After becoming a shell company, the Company has reentered the development stage on December 10, 2007.  For the Company’s plan of operations following the termination of its business, see note 3 to the consolidated financial statements.

 

 

2.           Basis of Presentation

 

The consolidated financial statements have been prepared assuming the Company will continue operating as a going concern. Following the termination of operations as more fully explained in note 3 to these financial statements, the Company’s business has been suspended as of November 2007 and the Company will likely seek to enter into a business combination with one or more yet to be identified privately held businesses.

 

The Company’s ability to continue as a going concern is dependent upon several factors, including, but not limited to, continued financial support by the 45.6% stockholder, the successfulness of a possible business combination and whether the post-combination business would be able to achieve and maintain profitable operations and to raise additional capital.  The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

The Company is confident that its 45.6% stockholder, Honview International Limited (“Honview”), will continue to provide funding during the forthcoming year.

 

The unaudited consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading.  Information as of June 30, 2011 was derived from the audited financial statements of the Company for the year ended June 30, 2011. These financial statements have been prepared on the same basis as the annual financial statements.  These financial statements and the notes hereto should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2011, which was filed on September 28, 2011.  In the opinion of the directors, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2011 and the results of its operations and cash flows for the three-month period then ended, have been included.  The results of operations for the interim period are not necessarily indicative of the results for the full year.

 

 

 

 

 

 

 

 

 

 

Page 8

 

The amounts included in the financial statements are presented in Renminbi (“Rmb”) because the Company’s activities are primarily conducted in the PRC.  For illustrative purposes, the condensed consolidated balance sheet as at September 30, 2011 and condensed consolidated statement of operations for the three months ended September 30, 2011 and condensed consolidated statement of cash flows for the three months ended September 30, 2011 have been translated into US dollars at approximately 6.3885 Rmb to the dollar.

 

3.           Termination of Operations

 

On November 23, 2007, the Board of Directors resolved to cease the Company’s primary operations due to the expiration of the Joint Venture’s business license on December 10, 2007. The Company  expects that any unpaid liabilities will be undertaken by Honview.  The Company does not expect any assets to remain outstanding or to be available for distribution to the parties of the Joint Venture or shareholders of the Company.

 

In connection with the termination of substantially all of the Company’s operations on November 23, 2007, the Company effectively became a “shell company”.  Under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a “shell company” is defined as a company that has (1) no or nominal operations; and (2) either: (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets.   Because the Company is now effectively a shell company, under the Exchange Act, it is currently seeking to enter into a business combination with one or more yet to be identified privately held businesses.  The Board of Directors believes that the Company will be attractive to privately held companies interested in becoming publicly traded by means of a business combination with the Company, without offering their own securities to the public.

 

The Board of Directors does not expect to restrict its search for business combination candidates to any particular geographical area, industry or industry segment, and may enter into a combination with a private business engaged in any line of business. The Company’s discretion is, as a practical matter, unlimited in the selection of a combination candidate.

 

Following the suspension of business effective July 2007, the Company’s Board of Directors resolved on November 23, 2007 to cease the operations of the only business of the Company upon the expiration of the Joint Venture’s business license on December 10, 2007. Accordingly, the Company reentered development stage for accounting purposes on December 10, 2007. It is expected that the Company will remain in such status unless and until a business combination takes place. There can be no assurance that this will occur.

 

Since November 23, 2007, the Company has not entered into any agreement, arrangement or understanding of any kind with any person regarding a business combination. Depending upon the nature of the transaction, the current officers and directors of the Company probably will resign their directorship and officer positions with the Company in connection with any consummation of a business combination. The current management is not expected to have any control over the conduct of the Company’s business following the completion of a business combination. The Company has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder of or as a business consultant in regard to any business opportunities for the Company. In addition, there are no plans to use advertisements, notices or any general solicitation in the search for combination candidates.

 

 

 

 

 

 

 

 

Page 9

 

 

4.           Recently Issued Accounting Standards

 

As of the date of this quarterly report is filed, there are no recently issued accounting pronouncements which adoption would have a material impact on the Company’s financial statements.

 

5.           Comprehensive Income

 

The Company accounts for comprehensive income in accordance with ASC Topic 220, Comprehensive Income.  ACS Topic 220 establishes standards for reporting comprehensive income and its components in financial statements.  Other comprehensive income, as defined therein, refers to revenues, expenses, gains and losses that are not included in net income but rather are recorded directly in stockholders’ equity. Other comprehensive income for the three months ended September 30, 2011 and 2010 represented gain on foreign currency translation adjustments which are mainly arisen from the translation of the amount payable to our 45.6% stockholder which is denominated in the US dollars.

 

6.           Net Loss Per Share

 

Basic and diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding.

 

7.            Payable to 45.6% Stockholder

 

The amount due is unsecured, interest-free and repayable on demand. The fair value of the advance from the 45.6% stockholder is not practicable to be estimated due to the relationship between the stockholder and the Company.

 

Pursuant to the Loan Agreement, Honview International Limited, the 45.6% stockholder of the Company, agreed to lend Migration its cash needs, from time to time, at any time until January 1, 2004 up to an aggregate principal amount of US$8 million.  As a result of Migration becoming a wholly owned subsidiary of the Company, any amounts loaned from Honview prior to February 8, 2002, the effective date of the registration statement related to the Company’s initial public offering, may be paid at the option of Honview, by converting, at any time after October 10, 2002, part or all the unpaid principal amount of the loan into shares of the Company’s common stock, at a price equal to the greater of $1.20 per share or 90 percent of the average weighted trading price of the common stock for the 20 trading days preceding the date of notice of exercise of conversion.  Any amounts loaned from Honview after February 8, 2002 may be paid, at the option of Honview, by converting, at any time after October 10, 2002, part or all the unpaid principal amount of the loan into shares of the Company’s common stock, at a price equal to the greater of $1.20 per share or 110 percent of weighted average trading price of common stock for the 20 trading days preceding the date of the loan.

 

There has been no change to the above loan condition during either of the quarters ended September 30, 2011 and 2010. As at September 30 and June 30, 2011, the payable to Honview is convertible into 10,581,079 and 10,462,992 shares of the Company’s common stock, respectively.

 

8.           Commitments and Contengencies

 

As of September 30, 2011 and June 30, 2011, the Company had no material outstanding commitments and contingencies.

 

 

Page 10

 

 

 

9.            Income Taxes

 

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which they operate.

 

The Company’s subsidiary established in the PRC is subject to the PRC income taxes at a rate of 25%. No PRC income tax has been provided for in the financial statements as the subsidiary in the PRC neither incurred a loss nor has any assessable profits for the periods presented.

 

Migration operates in Hong Kong where the statutory tax rate is 16.5% for the three months ended September 30, 2011 and 2010, respectively, on assessable income arising in Hong Kong. No Hong Kong profits tax has been provided for as Migration’s operations in Hong Kong incurred a loss for taxation purposes for the periods presented. Migration is exempt from any BVI income taxes under BVI International Business Act for its operations being located only in Hong Kong.

 

The Company has net operating losses carry forward for tax reporting purposes in the PRC amounting to Rmb665,740 as of September 30 and June 30, 2011. The tax losses will expire in five years after the losses were incurred. Full valuation allowances have been made as it is not probable that future taxable profit will be available against which the Company can utilize the benefit therefrom. No deferred income taxes are provided as there are no temporary differences between the tax and book basis of assets and liabilities due to the current status of the Company as a shell company.

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This document contains certain forward-looking statements that involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations and intentions.  When used in this document, the words “expects”, “anticipates”, “intends” and “plans” and similar expressions are intended to identify certain of these forward-looking statements.  The cautionary statements made in this document should be read as being applicable to all related forward-looking statements wherever they appear in this document.  Our actual results could differ materially from those discussed in this document.  Factors that could cause or contribute to such difference include those discussed below and in the Annual Report on Form 10-K for the year ended June 30, 2011.

 

Overview

 

 COL China Online International, Inc. was formed for the purpose of acquiring and conducting the engineering services and the internet related business of Migration Development Limited, a British Virgin Islands company (“Migration”), and raising equity capital to be utilized in the business of Migration. Migration held a 90% equity interest in Shenzhen Knowledge & Communication Co. Ltd. which was a Sino-foreign equity joint venture (the “Joint Venture”) in the People’s Republic of China (“PRC”).

 

Going concern – The ability of the Company to continue operations as a going concern is dependent upon the continuing support from Honview International Limited (“Honview”), a 45.6% stockholder of the Company, until such time as, when or if, the Company achieves profitable operations and/or additional funds are raised in future private and public offerings or the Company is party to a business combination.

 

Termination of Operations – The Company had focused on the business of providing internet and telecommunication convergence solutions to its customers up to the end of 2007 fiscal year.  Substantially all of the Company’s business activities have been suspended effectively in 2007. On November 23, 2007, the Board of Directors resolved to cease the Company’s primary operations due to the expiration of the Joint Venture’s business license on December 10, 2007. The Company intended to use any amounts collected from its deposits paid and cash on hand to pay any outstanding liabilities or accounts payable, and expects that the remaining liabilities will be undertaken by Honview. The Company does not expect any assets to remain outstanding or to be available for distribution to the parties of the Joint Venture or shareholders of the Company.

Page 11

 

 

 

 Overview (continued)

 

In connection with the termination of substantially all of the Company’s operations on November 23, 2007, the Company effectively became a “shell company”. Under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a “shell company” is defined as a company that has (1) no or nominal operations; and (2) either: (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets. Because the Company is now effectively a shell company, under the Exchange Act, it is currently seeking to enter into a business combination with one or more yet to be identified privately held businesses. The Board of Directors believes that the Company will be attractive to privately held companies interested in becoming publicly traded by means of a business combination with the Company, without offering their own securities to the public.  The Board of Directors does not expect to restrict its search for business combination candidates to any particular geographical area, industry or industry segment, and may enter into a combination with a private business engaged in any line of business. The Company’s discretion is, as a practical matter, unlimited in the selection of a combination candidate.

 

Since November 23, 2007, the Company has not entered into any agreement, arrangement or understanding of any kind with any person regarding a business combination. Depending upon the nature of the transaction, the current officers and directors of the Company probably will resign their directorship and officer positions with the Company in connection with any consummation of a business combination. The current management is not expected to have any control over the conduct of the Company’s business following the completion of a business combination. The Company has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder of or as a business consultant in regard to any business opportunities for the Company. In addition, there are no plans to use advertisements, notices or any general solicitation in the search for combination candidates.

 

Results of Operations

 

General and administrative included salaries and other expenses. For the period ended September 30, 2011 and 2010, general and administrative expenses increased to Rmb219,529 (US$34,363) from Rmb 193,193.

 

There was no revenue for the periods ended September 30, 2011 and September 30, 2010 due to the Company’s cessation of business since December 2007.

 

The foregoing revenues and expenses have resulted in net losses of Rmb219,529 (US$34,363) and Rmb193,193 for the periods ended September 30, 2011 and 2010, respectively. The Company expects to continue to incur non-operating expenses as a shell company.

 

The Company has recorded other comprehensive income of Rmb197,105 (US$30,853) and Rmb368,200 for the periods ended September 30, 2011 and 2010, respectively, directly into the stockholders’ deficit. These comprehensive income for the three months ended September 30, 2011 and 2010 are mainly the result of unrealized gain on translation of United States dollar advances from Honview from US$ to Rmb on consolidation. The significant decrease in comprehensive income is because of the exchange rate between US$ and Rmb was comparatively stable during the period ended September 30, 2011.

 

Liquidity and Capital Resources

 

As of September 30, 2011 and June 30, 2011, the Company had a negative working capital of Rmb250,235 (US$39,169) and Rmb198,080, respectively. As of September 30, 2011, advances from the 45.6% stockholder totaled Rmb81,117,051 (US$12,697,295) compared to advance from the 45.6% stockholder of Rmb81,146,782 as of June 30, 2011. The 45.6% stockholder has confirmed its intention to provide financial support to the Company.

 

Page 12

 

 

Cash used in operating activities for the three months ended September 30, 2011 was Rmb158,910 (US$24,874) as compared with Rmb120,867 for the three months ended September 30, 2010.  The cash used in operations was to fund operating losses of Rmb219,529 (US$34,363) and Rmb193,193 for the three months ended September 30, 2011 and 2010, respectively.

 

Cash flows from financing activities have generally come from advances by the 45.6% stockholder of the Company.  During the three months ended September 30, 2011 and 2010, the 45.6% stockholder has advanced Rmb165,599 (US$25,921) and Rmb118,901, respectively.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S., or U.S. GAAP, requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

The critical accounting policies and use of estimates are discussed in and should be read in conjunction with the annual consolidated financial statements and notes included in the latest Form 10-K, as filed with the SEC, which includes audited consolidated financial statements for the year ended June 30, 2011.

 

Off Balance Sheet Arrangements

 

The Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

None

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The responsibility for establishing and maintaining adequate controls resides with the Company’s management. The Company's management, with the participation of its chief executive officer and chief financial officer, evaluated the effectiveness of the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) and pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Based on the Company's evaluation, the Company’s management, including its chief executive officer and chief financial officer, concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective to ensure that information the Company is required to disclose in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including the Company's chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

 

Page 13

Changes in Internal Control over Financial Reporting

 

The Company regularly reviews its system of internal control over financial reporting and makes changes to its processes and systems to improve controls and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

 

There were no changes in the Company's internal controls over financial reporting (as such term is defined under Rules 13a-15(f) and 15d-15(f) under the Exchange Act) in connection with such evaluation that occurred during the period covered by this Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 14

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

Item 6.  Exhibits.
31.1		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
32.1		Section 1350 Certification of Chief Executive Officer
101.INS XBRL		Instance Document
101.SCH XBRL		Taxonomy Extension Schema Document
101.CAL XBRL		Taxonomy Extension Calculation Linkbuse Document
101.DEF XBRL		Taxonomy Extension Definitions Linkbuse Document
101.LAB XBRL		Taxonomy Extension Label Linkbuse Document
101.PRE XBRL		Taxonomy Extensioon Preentation Linkbuse Document

 

 

 

SIGNATURES

 

      In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Date:  November 15, 2011
	COL CHINA ONLINE INTERNATIOONAL INC.
	(Registrant)
	By:   /s/  Chi Keung Wong
	Chi Keung Wong
	Chief Executive Officer and
	Chief Financial Officer
	(Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 15

 

 

 

EXHIBIT INDEX

 

 

Exhibit No.      Description
31.1		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
32.1		Section 1350 Certification of Chief Executive Officer
101.INS XBRL		Instance Document
101.SCH XBRL		Taxonomy Extension Schema Document
101.CAL XBRL		Taxonomy Extension Calculation Linkbuse Document
101.DEF XBRL		Taxonomy Extension Definitions Linkbus Document
101.LAB XBRL		Taxonomy Extension Laabel Linkbuse Document
101.PRE XBRL		Taxonomy Extension Presentation Linkbuse Document

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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