UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM 10 – K/A

 

 

(MARK ONE)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2011.

 

OR

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______TO _______.

 

COL China Online International Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

333-39208	52-2224845
(Commission File Number)	(IRS Employer Identification Number)

 

3176 South Peoria Court, Suite 100
Aurora, Colorado 80014
(Address of principal executive offices including zip code)

(303) 695-8530
(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

(None)

 

Securities registered pursuant to Section 12(g) of the Exchange Act:

$.001 par value common stock

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[_] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[_] Yes [X] No

Indicate by check mark whether the registrant (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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [_] No

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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 [X] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[X] Yes [_] No

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

Large accelerated filer [_]	Accelerated filer [_]
Non-accelerated filer [_] (Do not check if a smaller reporting company)	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). [X] Yes [_] No

 

As of June 30, 2011, the aggregate market value of the voting stock held by non-affiliates of the issuer was approximately $197,750. Because there is no public trading market for the issuer’s common stock, this calculation is based upon the sale price of $.05 per share of common stock sold in the Registrant’s initial public offering pursuant to a Registration Statement on Form SB-2/A declared effective by the U.S. Securities and Exchange Commission on February 8, 2001 (Registration No. 333-32908). Without asserting that any director or executive officer of the issuer, or the beneficial owner of more than five percent of the issuer’s common stock, is an affiliate, the shares of which they are the beneficial owners have been deemed to be owned by affiliates solely for this calculation.

 

The number of shares of the registrant’s common stock, par value $.001 per share, outstanding as of September 21, 2011 was 50,155,000.

 

Documents Incorporated By Reference. None.

 

 

 

COL China Online International Inc.

10-K for the Year Ended June 30, 2011

 

Table of Contents

 

Explanatory Note	2
Part VI	3
Item 15.   Exhibits and Financial Statement Schedules	3
Signatures	4

 

 

 

i

 

 

 

 

Explanatory Note – Amendment No. 1

 

COL China Online International Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2011, which was originally filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2011 (the “Original Filing”).

 

The purpose of this Form 10-K/A is to (1) include information required by Part IV of the Form 10-K that was not included in the Original Filing [by revising the Report of the Independent Registered Public Accounting Firm to include the date of the report] and (2) revise the certifications of our principal executive officer, principal financial officer and principal accounting officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section 1350 as requested by the SEC. These revisions have no material impact on the financial statements contained in the Original Filing.

 

Other than as described above, none of the financial statements or other disclosures in the Original Filing have been amended or updated.  Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Filing, and such forward-looking statements should be read in their historical context. Accordingly, this Form 10-K/A should be read in conjunction with the Company’s filings with the Securities and Exchange Commission subsequent to the Original Filing. As required by Rule 12b-15 under the Securities and Exchange Act of 1934, new certifications of our principal executive officer, principal financial officer and principal accounting officer are being filed as exhibits to this Form 10-K/A.

 

 

2

 

 

 

 

 

Item 15. Exhibits and Financial Statement Schedules

 

The following exhibits and documents are filed as a part of, or are incorporated by reference into, this report: [Those exhibits and documents filed as part of this report are denoted by **]

 

 

(1)   Financial Statements:		Page
**  Report of Independent Registered Public Accounting Firm		F-2

 

(2)

All schedules for which provision is made in the applicable accounting regulations of the SEC are omitted because the required information is either presented in the financial statements or notes thereto, or is not applicable, required or material.

(3) Exhibits

The documents listed below are filed with this Annual Report on Form 10-K as exhibits or incorporated into this Form 10-K/A by reference as noted: 

Number	Description
2.1	Stock Exchange Agreement between and among Migration Developments Limited, the Company and the stockholders of Migration Developments Limited dated June 8, 2000 (1)
3.1	Certificate of Incorporation filed with the Delaware Secretary of State effective as of February 22, 2000 (1)
3.2	Certificate of Amendment to the Certificate of Incorporation filed with the Delaware Secretary of State effective as of April 3, 2000 (1)
3.3	Amended and Restated Bylaws (4)
3.4	Sino-Foreign Joint Venture Contract (2) (1)
3.5	Articles of Association of the Sino-Foreign Joint Venture (1)
4.1	Specimen Common Stock Certificate (1)
10.1	Joint Venture Business License (2) (1)
10.2	Cooperation Agreement Regarding China Online’s Internet Connection Service Commercial Business dated July 15, 1998 between Neihi Electronic Systems Co., Ltd. (now known as the JV) and Rayes Group (2) (1)
10.3	Cooperation Agreement Regarding China Online’s Internet Content Service Commercial Business dated July 15, 1998 between Neihi Electronic Systems Co., Ltd. (now known as the JV) and Rayes Group (2) (1)
10.4	Cooperation Agreement for Dissemination of Educational Resources between the JV and Wuhan City No.2 Secondary School to establish Education Net dated January 7, 2000 (2) (1)
10.5	Cooperation Agreement for Transmission of Education Materials between the JV and Wuhan Cable TV to provide Education Net infrastructure dated March 10, 2000 (2) (1)
10.6	Purchase Agreement between the JV, Shanghai Togji Construction Materials Technology Sales Service Co., Ltd. and other parties specified thereby dated October 22, 1999 (2) (1)

 

 

 

 

 

 

10.7	2000 Stock Option Plan* (1)
10.8	Form of Subscription Agreement (1)
10.9	Form of Escrow Agreement between the Company and American Securities Transfer and Trust, Inc. (1)
10.10	Form of Migration’s Convertible Promissory Note (3)
10.11	Migration’s Loan Agreement dated October 10, 2000 (3)
10.12	Sino-Foreign Joint Venture Agreement dated July 7, 2000 between Migration and Shanghai Dongyi Scientific Technology Engineering Co. (3)
10.13	Share Purchase Agreement dated July 17, 2000 between Shanghai Shangyi Science and Trade Information Consulting Co., Ltd. and Shanghai Tongji Construction Materials Sales and Services Co., Ltd. (3)
10.14	Lease Agreement for Rental of Office Premises dated April 25, 2000 (3)
10.15	COL International’s Loan Agreement dated December 21, 2000 (4)
21	Subsidiaries of the Registrant (5)
**31	Rule 13a-14(a)/15a-14(a) Certification of Chief Executive Officer and Chief Financial Officer
**32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*	Designates a management contract or compensatory plan required to be filed as an Exhibit to this Report on Form 10-K
(1)	Incorporated by reference from the Company’s Form SB-2 Registration Statement dated June 13, 2000 (File No. 333-39208)
(2)	Translated into English from Chinese
(3)	Incorporated by reference from the Company’s Amendment No. 2 to Form SB-2 Registration Statement dated October 19, 2000 (File No. 333-39208
(4)	Incorporated by reference from the Company’s Amendment No. 3 to Form SB-2 Registration Statement dated January 17, 2001 (File No. 333-39208)
(5)	Incorporated by reference from the Company’s Form 10-KSB dated November 15, 2001 for the year ended June 30, 2001 (File No. 333-39208)

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	COL CHINA ONLINE INTERNATIONAL INC.
Date: December 22, 2011	By: /s/ Chi Keung Wong
	Chi Keung Wong,
	Chief Executive Officer and Chief Financial Officer
	(Principal Accounting Officer)

 

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

 

Date	Signatures
December 22, 2011	/s/ Kam Che Chan Kam Che Chan, Director
December 22, 2011	/s/ Anthony Ng Anthony Ng, Director
December 22, 2011	/s/ Paul Wong Paul Wong, Director
December 22, 2011	/s/ Qi Yu Zhang Qi Yu Zhang, Director       4

 

 

  

 

MAZARS

 

To the Board of Directors and the Stockholders

COL China Online International Inc.

(A Development Stage Company incorporated in Delaware)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheets of COL China Online International Inc. and its subsidiaries (the "Company") as of June 30, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders' deficit and cash flows for each of the years then ended, and for the period from December 10, 2007 (inception of reentering the development stage) to June 30, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2011 and 2010, and the results of its operations and its cash flows for each of the years then ended and for the period from December 10, 2007 (inception of reentering the development stage) to June 30, 2011, in conformity with U.S generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 3 to the consolidated financial statements, 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 major stockholder, raising additional capital or financing, potentially completing a merger or acquisition of a business and ultimately achieving profitable operations with positive cash flow. There are significant uncertainties as to the Company's ability to accomplish these objectives, which raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

 

 

Mazars CPA Limited Certified Public Accountants Hong Kong

September 28, 2011

MAZARS CPA LI MITED

42ND FLOOR, CENTRAL PLAZA, 18 HARBOUR ROAD, WANCHAI, HONG KONG

TEL: (852) 2909-5555 - FAX: (852) 2810 0032. info@mazars.com.hk - www.mazars.com.hk ...

 

 

 

 

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